Form 4: Koppers CEO Ball Reports Stock Awards, Vesting

Sentiment:

Insider Transaction Report 6 January 2026 6:04 PM

Koppers Holdings Inc. CEO M. Leroy Ball reported the acquisition of new restricted stock units and the vesting of performance share units, alongside shares surrendered for tax obligations.

Summary

M. Leroy Ball, CEO and Director of Koppers Holdings Inc., reported several transactions related to his beneficial ownership of company stock.
On January 5, 2026, Ball was awarded 27,152 time-based Restricted Stock Units (RSUs) which will vest in annual installments of 25% over four years.
He acquired 64,634 shares of common stock from the conversion of Restricted Stock Units (RSUs) and 2,056 shares from the release of Dividend Equivalent Rights (DERs) on January 5, 2026.
On January 5, 2026, Ball surrendered 39,811 shares of common stock at a price of $26.93 per share to cover tax withholdings related to the vesting of RSUs and Performance Share Units (PSUs).
On January 2, 2026, Ball was credited with 15,972 RSUs from PSUs granted on January 4, 2023, for which performance criteria for the 2023-2025 period were satisfied.
On January 2, 2026, he was also credited with 12,360 RSUs from PSUs granted on January 3, 2025, for which performance criteria for the 2025 period were satisfied. These are subject to continued service through January 5, 2028.
An additional 519 Dividend Equivalent Rights (DERs) were accrued on January 2, 2026, related to PSUs from 2023 and 2025 grants.
Following these transactions, Ball's direct beneficial ownership of common stock is 411,339.4007 shares.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to the vesting of performance-based awards, indicating successful achievement of performance criteria, and the grant of new equity compensation. The disposition for tax withholding is a routine, neutral event.

Positives

Award of 27,152 new time-based Restricted Stock Units (RSUs) on January 5, 2026, demonstrating continued equity compensation.
Vesting of 64,634 Performance Share Units (PSUs) from a January 4, 2023 grant, indicating successful achievement of performance criteria for the 2023-2025 period.
Vesting of 12,360 Performance Share Units (PSUs) from a January 3, 2025 grant, indicating successful achievement of performance criteria for the 2025 period.
Acquisition of 2,056 shares from the release of Dividend Equivalent Rights (DERs), reflecting dividends accrued on vested awards.

Negatives

Disposition of 39,811 shares of common stock at $26.93 per share to cover tax withholding obligations, reducing direct beneficial ownership.

Risks

The vesting of 12,360 Restricted Stock Units (RSUs) granted on January 3, 2025, is subject to the continued service of the reporting person through January 5, 2028.
For the 12,360 RSUs from the January 3, 2025 grant, if the Company's total shareholder return (TSR) over the three-year period from January 1, 2025, through December 31, 2027, is negative, the cumulative number of units that may vest for that period will be capped at 150% of the target number, potentially limiting upside.

Future Outlook

M. Leroy Ball's newly awarded 27,152 time-based Restricted Stock Units (RSUs) will vest in annual installments of 25% over four years. Additionally, 12,360 RSUs from a January 3, 2025 grant are subject to vesting based on continued service through January 5, 2028, with a potential cap on vesting if the company's total shareholder return is negative over the 2025-2027 period.

Industry Context

Stakeholder Impact

Shareholders: The vesting of performance-based awards aligns the CEO's interests with shareholder value creation. The new RSU grant further reinforces this alignment. The disposition for tax purposes is a standard part of equity compensation.
Employees: Reflects the company's ongoing equity compensation program for executives.

Next Steps

Annual vesting of 25% of the 27,152 time-based RSUs awarded on January 5, 2026, over the next four years.
Continued service of M. Leroy Ball through January 5, 2028, for the vesting of 12,360 RSUs from the January 3, 2025 grant.
Monitoring of Koppers Holdings Inc.'s total shareholder return (TSR) from January 1, 2025, through December 31, 2027, as it may cap the vesting of certain RSUs if negative.

Key Dates

Date	Description
2023-01-01	Start of three-year performance period for PSUs granted on January 4, 2023.
2023-01-04	Date of PSU grant for which performance criteria for 2023-2025 period were satisfied.
2025-01-01	Start of one-year performance period for PSUs granted on January 3, 2025, and start of three-year performance period for TSR cap.
2025-01-03	Date of PSU grant for which performance criteria for 2025 period were satisfied.
2025-12-31	End of three-year performance period for PSUs granted on January 4, 2023, and end of one-year performance period for PSUs granted on January 3, 2025.
2026-01-02	Date of acquisition of derivative securities (RSUs and DERs) related to satisfied PSU performance criteria.
2026-01-05	Date of RSU award, conversion of RSUs/DERs to common stock, and disposition of shares for tax withholding.
2026-01-06	Signature date of the reporting person's attorney-in-fact.
2027-12-31	End of three-year performance period for TSR cap related to PSUs granted on January 3, 2025.
2028-01-05	Vesting date for Restricted Stock Units granted on January 3, 2025, subject to continued service.

Keywords

Koppers Holdings Inc., KOP, M. Leroy Ball, CEO, Director, Form 4, Insider Transaction, Restricted Stock Units, RSUs, Performance Share Units, PSUs, Dividend Equivalent Rights, DERs, Stock Award, Equity Compensation, Tax Withholding

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