Koppers (NYSE: KOP) CTO nets stock units after performance awards

Rhea-AI Filing Summary

Koppers Holdings Inc. President and CTO James A. Sullivan reported multiple equity-related transactions tied to previously granted performance share units. He acquired 19,264 shares of common stock as a grant following satisfaction of performance criteria for units granted on January 4, 2023.

He also acquired 466 dividend equivalent rights (DERs) and then exercised them into 466 common shares, each DER being the economic equivalent of one common share. To cover tax withholding on the vesting of these performance share units, he surrendered 8,589 common shares back to the company.

After these transactions on February 26, 2026, Sullivan directly held 170,397.738 shares of Koppers common stock and 294 dividend equivalent rights, reflecting both the new awards and the shares used for tax obligations.

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^*

Sullivan James 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)
	President and CTO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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)	02/26/2026		A		19,264	A	$0	178,520.738	D
Common Stock	02/26/2026		M		466(2)	A	$0(2)	178,986.738	D
Common Stock	02/26/2026		F		8,589	D	$37.24(3)	170,397.738	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
Dividend Equivalent Rights	(4)	02/26/2026		A		466		(4)	(4)	Common Stock	466	$0	760	D
Dividend Equivalent Rights	(5)	02/26/2026		M			466(5)	(5)	(5)	Common Stock	466	$0	294	D

Explanation of Responses:

1. On January 4, 2023, the reporting person was granted performance share units ("PSUs") for which the performance criteria for the measurement period from January 1, 2023 through December 31, 2025 have been satisfied.

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 PSUs.

4. The DERs accrued with respect to additional PSUs credited to the reporting person with respect to PSUs granted on January 4, 2023. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.

5. These DERs were released in connection with the vesting of PSUs granted on January 4, 2023. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.

Remarks:

	/s/ Stephanie L. Apostolou, Attorney in Fact	03/02/2026
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Koppers (KOP) executive James A. Sullivan report on this Form 4?

James A. Sullivan reported equity awards tied to earlier performance share units. He received 19,264 common shares as a grant and additional shares from dividend equivalent rights, then surrendered 8,589 shares to cover tax withholding on the vesting.

How many Koppers (KOP) shares did James A. Sullivan acquire in these transactions?

He acquired 19,264 Koppers common shares as a grant plus 466 shares from exercising dividend equivalent rights. These awards stem from performance share units granted January 4, 2023, whose performance criteria for the 2023–2025 period have been satisfied.

Why did James A. Sullivan surrender Koppers (KOP) shares in this Form 4?

He surrendered 8,589 Koppers common shares back to the company to pay tax withholding on vested performance share units. This tax-withholding disposition is coded “F” on the Form 4 and is a common mechanism for covering equity award-related tax obligations.

What are dividend equivalent rights (DERs) mentioned in the Koppers (KOP) Form 4?

The dividend equivalent rights accrue on performance share units and are described as the economic equivalent of one Koppers common share each. In this filing, DERs associated with January 4, 2023 PSUs were released and converted into an equal number of common shares.

How many Koppers (KOP) shares does James A. Sullivan own after these Form 4 transactions?

Following the reported transactions on February 26, 2026, James A. Sullivan directly holds 170,397.738 shares of Koppers common stock. He also directly holds 294 dividend equivalent rights, which each track the value of one share of common stock.

What performance period applied to the Koppers (KOP) performance share units in this filing?

The performance share units were granted January 4, 2023, with a measurement period from January 1, 2023 through December 31, 2025. The filing states the performance criteria for this period have been satisfied, triggering the related share and DER releases.