Form 4: Koppers Executive Reports Stock Awards, Vesting, and Sales

A Koppers Holdings Inc. SVP reported routine stock transactions including new RSU grants, vesting of performance share units, and shares surrendered for tax withholding.

Summary

• Stephen G. Lucas, SVP, Culture and Engagement, was awarded 6,692 time-based Restricted Stock Units (RSUs) on January 5, 2026, which will vest in annual installments of 25% over four years.
• Mr. Lucas acquired 3,421 shares of common stock on January 5, 2026, resulting from the conversion of previously granted Performance Share Units (PSUs) for which performance criteria for the January 1, 2023, through December 31, 2025, period were satisfied.
• An additional 156 shares of common stock were acquired on January 5, 2026, from the release of Dividend Equivalent Rights (DERs).
• Mr. Lucas surrendered 4,417 shares of common stock at a price of $26.93 per share on January 5, 2026, to cover tax withholding obligations related to the vesting of RSUs and PSUs.
• Performance criteria were satisfied for PSUs granted on January 4, 2023 (for the 2023-2025 period) and January 3, 2025 (for the 2025 period).
• Following these transactions, Mr. Lucas beneficially owns 32,764 shares of common stock directly, along with 722 Restricted Stock Units and 102 Dividend Equivalent Rights as derivative securities.

Sentiment

Score: 6

Explanation: The filing reflects routine executive compensation activities, including new grants and vesting of performance-based awards, indicating continued executive retention and successful achievement of past performance targets. The surrender of shares for tax withholding is a standard, neutral event. The risk related to negative TSR capping future vesting is a standard feature of performance-based compensation.

Positives

• Performance criteria for PSUs granted in 2023 and 2025 were satisfied, leading to the vesting and conversion of 3,421 PSUs into common stock.
• The reporting person received a new award of 6,692 time-based Restricted Stock Units, indicating continued compensation and retention.
• Dividend Equivalent Rights (DERs) were released, resulting in the acquisition of 156 additional shares of common stock.

Negatives

• 4,417 shares of common stock were surrendered to the issuer at $26.93 per share to cover tax withholding, reducing the 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

Future vesting of the newly awarded 6,692 time-based Restricted Stock Units will occur in annual installments of 25% over four years. Additionally, 722 Restricted Stock Units are subject to vesting based on continued service through January 5, 2028. The vesting of certain PSUs is subject to a cap at 150% of the target number if the company's total shareholder return is negative over the January 1, 2025, through December 31, 2027, period.

Industry Context

This Form 4 filing details routine executive compensation transactions and does not provide information relevant to broader industry trends or competitive analysis.

Related Party Transactions

• Award of 6,692 time-based Restricted Stock Units to Stephen G. Lucas by Koppers Holdings Inc. on January 5, 2026.
• Conversion of 3,421 Performance Share Units into common stock for Stephen G. Lucas by Koppers Holdings Inc. on January 5, 2026, following the satisfaction of performance criteria.
• Release of 156 Dividend Equivalent Rights into common stock for Stephen G. Lucas by Koppers Holdings Inc. on January 5, 2026.
• Surrender of 4,417 shares of common stock by Stephen G. Lucas to Koppers Holdings Inc. for tax withholding purposes on January 5, 2026.

Stakeholder Impact

• Shareholders: The issuance of new shares for compensation may result in minor dilution. The surrender of shares for tax withholding is a standard part of equity compensation.
• Employees (specifically the reporting person): The transactions represent a significant component of executive compensation, aligning the executive's interests with shareholder value through equity ownership and performance incentives.

Next Steps

• Continued service of the reporting person through January 5, 2028, for the vesting of certain Restricted Stock Units.
• Annual vesting of the 6,692 time-based Restricted Stock Units over the next four years.
• Monitoring of Koppers Holdings Inc.'s total shareholder return (TSR) from January 1, 2025, through December 31, 2027, as it impacts the vesting cap for certain PSUs.

Key Dates

Keywords

Koppers Holdings Inc., KOP, Form 4, SEC filing, beneficial ownership, restricted stock units, performance share units, dividend equivalent rights, executive compensation, stock awards, vesting, tax withholding