Koppers (NYSE: KOP) VP awarded shares, then surrenders stock for tax

Rhea-AI Filing Summary

Koppers Holdings Inc. reported that VP of Information Technology Tushar Lovalekar acquired equity tied to previously granted performance share units. On February 26, 2026, he received 2,303 shares of common stock upon PSU vesting and related awards, plus common shares from 53 dividend equivalent rights.

He then surrendered 1,021 common shares to the company to cover tax withholding on the PSU vesting, a non‑market disposition. After these transactions, he directly held 17,198.75 common shares and 33 dividend equivalent rights, each economically equivalent to one common share.

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^*

Lovalekar Tushar

(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)
	VP, Information Technology

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		2,303	A	$0	18,166.75	D
Common Stock	02/26/2026		M		53(2)	A	$0(2)	18,219.75	D
Common Stock	02/26/2026		F		1,021	D	$37.24(3)	17,198.75	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		53		(4)	(4)	Common Stock	53	$0	86	D
Dividend Equivalent Rights	(5)	02/26/2026		M			53(5)	(5)	(5)	Common Stock	53	$0	33	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Koppers (KOP) VP Tushar Lovalekar report in this Form 4?

The filing shows Tushar Lovalekar received equity from vested performance share units and related dividend equivalent rights, then surrendered some shares back to Koppers to satisfy tax withholding, changing only his ownership mix rather than reflecting an open-market stock sale.

How many Koppers (KOP) shares did the VP acquire from PSU vesting?

He acquired 2,303 shares of Koppers common stock as a grant tied to performance share units whose criteria for the 2023–2025 period were satisfied, increasing his direct ownership before any shares were surrendered to cover associated tax obligations due at vesting.

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

Dividend equivalent rights are instruments economically equivalent to one share of Koppers common stock. They accrued on additional performance share units granted January 4, 2023 and were released one-for-one into common shares when those performance share units vested successfully.

Did the Koppers (KOP) VP sell shares in the open market?

No open-market sale is reported. The Form 4 shows 1,021 Koppers shares were surrendered back to the issuer to pay tax withholding related to the vesting of performance share units, a tax-withholding disposition rather than a discretionary market sale.

What is the Koppers (KOP) VP’s ownership after these transactions?

After all February 26, 2026 transactions, he directly owned 17,198.75 Koppers common shares and 33 dividend equivalent rights. Each dividend equivalent right is described as the economic equivalent of one common share, linked to performance share unit awards.

What performance period was tied to the Koppers (KOP) performance share units?

The performance share units were granted on January 4, 2023 and measured performance over January 1, 2023 through December 31, 2025. The filing notes that the performance criteria for this entire measurement period were satisfied before the units vested.