Form 4: Koppers CTO's Stock Awards and Tax-Related Share Disposition

Koppers Holdings Inc.'s President and CTO, James A. Sullivan, reported the vesting of restricted stock and performance units, alongside a disposition of shares for tax obligations.

Summary

• James A. Sullivan, President and CTO of Koppers Holdings Inc., reported changes in beneficial ownership of common stock.
• On January 5, 2026, Sullivan was awarded 21,724 time-based Restricted Stock Units (RSUs) which will vest in annual installments of 25% over four years.
• On January 5, 2026, 12,442 common shares were acquired upon the conversion of previously granted Restricted Stock Units (RSUs) for which performance criteria were met.
• On January 5, 2026, 622 common shares were acquired upon the release of Dividend Equivalent Rights (DERs).
• On January 5, 2026, Sullivan disposed of 13,658 common shares at a price of $26.93 per share to cover tax withholding obligations related to the vesting of RSUs and Performance Share Units (PSUs).
• Following these transactions, Sullivan beneficially owns 159,256.738 shares of Koppers Holdings Inc. common stock.
• Derivative security transactions included the acquisition of 3,074 and 3,426 Restricted Stock Units on January 2, 2026, related to PSUs where performance criteria for 2023-2025 and 2025, respectively, were satisfied.
• 107 Dividend Equivalent Rights were also acquired on January 2, 2026, related to PSUs.
• 12,442 Restricted Stock Units and 622 Dividend Equivalent Rights were disposed of on January 5, 2026, as they converted into common stock.

Sentiment

Score: 6

Explanation: The filing reflects routine executive compensation events, including the successful vesting of performance-based awards, which is a positive for the executive and indicates met performance goals. The share disposition for tax purposes is a standard, neutral event.

Positives

• Performance criteria for previously granted Performance Share Units (PSUs) for the periods ending December 31, 2025, were satisfied, leading to vesting.
• The reporting person received new time-based Restricted Stock Units (RSUs) on January 5, 2026, indicating ongoing executive compensation and retention.
• Increased beneficial ownership of common stock through RSU conversion and DER release, demonstrating alignment with shareholder interests.

Negatives

• Disposition of 13,658 shares of common stock at $26.93 per share to cover tax withholding obligations, which reduces direct beneficial ownership.

Risks

• For PSUs granted on January 3, 2025, 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.

Future Outlook

Some Restricted Stock Units are subject to vesting based on continued service through January 5, 2028. Additionally, for certain Performance Share Units granted on January 3, 2025, the vesting amount is capped at 150% of the target if the company's total shareholder return is negative over the three-year period from January 1, 2025, through December 31, 2027.

Industry Context

This Form 4 filing details routine executive compensation events, specifically the vesting of equity awards and subsequent tax-related share dispositions. Such compensation structures, involving Restricted Stock Units (RSUs) and Performance Share Units (PSUs), are standard practice across publicly traded companies to align executive incentives with shareholder value and ensure retention. The filing itself does not provide broader industry-specific trends or competitive analysis.

Related Party Transactions

• The transactions represent executive compensation in the form of equity awards (Restricted Stock Units and Performance Share Units) granted to James A. Sullivan, President and CTO, which is a form of related party transaction between the company and its executive.

Stakeholder Impact

• Shareholders: Increased insider ownership (post-tax) can signal management confidence. The vesting of performance-based awards indicates that company performance targets were met, which is generally positive.
• Employees: Reflects the company's executive compensation structure, which can influence broader compensation policies.

Next Steps

• Continued vesting of time-based Restricted Stock Units (RSUs) in annual installments over the next four years from January 5, 2026.
• Continued service of the reporting person through January 5, 2028, for certain restricted stock units to vest.
• Evaluation of the Company's total shareholder return (TSR) for the period January 1, 2025, through December 31, 2027, to determine the final vesting of certain Performance Share Units.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, including the vesting of previously granted restricted stock units and performance share units, and a subsequent disposition of shares to cover tax obligations. These are expected transactions and do not provide new material information that would warrant a change in investment recommendation for Koppers Holdings Inc. The filing confirms the execution of pre-planned compensation, indicating business as usual rather than a shift in fundamental outlook.

Keywords

Koppers Holdings, KOP, Form 4, Insider Transaction, Executive Compensation, Restricted Stock Units, Performance Share Units, Dividend Equivalent Rights, Beneficial Ownership, Stock Awards, Tax Withholding