Koppers Holdings (NYSE: KOP) officer details RSU grants and tax share surrender

Rhea-AI Filing Summary

Koppers Holdings Inc. reported insider equity activity by its Chief Accounting Officer on a Form 4. On January 5, 2026, the officer acquired 7,128 shares of common stock at $0, reflecting equity compensation, and also acquired 104 shares from the release of dividend equivalent rights. The officer then surrendered 2,470 shares at $26.93 to cover taxes related to restricted stock unit (RSU) vesting, leaving 35,946 common shares beneficially owned directly.

In derivative securities, the officer was granted 357 restricted stock units and 3 dividend equivalent rights on January 2, 2026, plus additional movements in existing dividend equivalent rights. The RSUs generally convert into common stock on a one-for-one basis and vest over time, with some awards tied to performance and total shareholder return criteria through December 31, 2027.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pearce Bradley A

(Last) (First) (Middle)

436 SEVENTH AVENUE

(Street)

PITTSBURGH PA 15219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Koppers Holdings Inc. [ KOP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	01/05/2026		A		7,128	A	$0	38,312	D
Common Stock	01/05/2026		M		104(2)	A	$0(2)	38,416	D
Common Stock	01/05/2026		F		2,470	D	$26.93(3)	35,946	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	01/02/2026		A		357		(5)	(5)	Common Stock	357	$0	357	D
Dividend Equivalent Rights	(6)	01/02/2026		A		3		(6)	(6)	Common Stock	3	$0	171	D
Dividend Equivalent Rights	(7)	01/05/2026		M			104(7)	(7)	(7)	Common Stock	104	$0	67	D

Explanation of Responses:

1. The reporting person was awarded time-based restricted stock units ("RSUs") on January 5, 2026, which will vest in annual installments of 25 percent over four years.

2. Represents shares acquired upon release of dividend equivalent rights ("DERs"), as reported in Table II, on a one-for-one basis.

3. Shares surrendered to the issuer by the reporting person as payment for the tax withholding related to the vesting of RSUs.

4. Restricted stock units convert into common stock on a one-for-one basis.

5. On January 3, 2025, the reporting person was granted performance share units ("PSUs") for which the performance criteria for the one-year performance period from January 1, 2025 through December 31, 2025 have been satisfied. All of the restricted stock units reported here are subject to vesting based on the continued service of the reporting person through January 5, 2028. If the Company's total shareholder return over the three-year period of January 1, 2025 through December 31, 2027 is negative, then the cumulative number of units that may vest for such three-year period will be capped at 150% of the target number.

6. The DERs accrued with respect to additional PSUs credited to the reporting person with respect to PSUs granted on January 3, 2025. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.

7. These DERs were released in connection with the vesting of RSUs granted on January 4, 2022, January 4, 2023, January 4, 2024, and January 3, 2025. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.

Remarks:

	/s/ Stephanie L. Apostolou, Attorney in Fact	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transaction did Koppers Holdings (KOP) report in this Form 4?

The Chief Accounting Officer of Koppers Holdings Inc. (KOP) reported equity compensation activity, including acquiring 7,128 shares of common stock on January 5, 2026, related to restricted stock units and dividend equivalent rights, and surrendering shares to cover tax withholding.

How many Koppers (KOP) shares does the reporting person own after these transactions?

After the reported transactions, the officer beneficially owns 35,946 shares of Koppers Holdings Inc. common stock, held directly.

What restricted stock units (RSUs) were granted to the Koppers (KOP) insider?

The reporting person was awarded time-based RSUs on January 5, 2026 and 357 restricted stock units on January 2, 2026. The time-based RSUs vest in 25% annual installments over four years, and the RSUs convert into common stock on a one-for-one basis, subject to vesting conditions.

What role do dividend equivalent rights (DERs) play in this Koppers (KOP) filing?

Dividend equivalent rights (DERs) in this filing accrue in connection with performance share units and RSUs. They are described as the economic equivalent of one share of Koppers Holdings Inc. common stock and can release additional shares, such as the 104 shares released upon vesting of RSUs granted in prior years.

Why were some Koppers (KOP) shares surrendered by the insider?

The officer surrendered 2,470 shares of common stock at $26.93 per share to Koppers Holdings Inc. as payment for tax withholding related to the vesting of RSUs.

Are any of the Koppers (KOP) equity awards tied to performance?

Yes. The filing notes performance share units (PSUs) granted on January 3, 2025, for which performance criteria for the period from January 1, 2025 through December 31, 2025 have been satisfied. Vesting of related restricted stock units continues through January 5, 2028, and if the company’s total shareholder return from January 1, 2025 through December 31, 2027 is negative, units that may vest over that three-year period are capped at 150% of the target number.