Form 4: Koppers Holdings Officer Reports Stock, RSU Transactions

Koppers Holdings Chief Accounting Officer Bradley A. Pearce reported recent acquisitions of common stock and restricted stock units, alongside dispositions for tax withholding.

Summary

• Bradley A. Pearce, Chief Accounting Officer of Koppers Holdings Inc. (KOP), reported several equity transactions.
• On January 5, 2026, Mr. Pearce acquired 7,128 shares of common stock as part of a time-based restricted stock unit (RSU) award.
• These RSUs will vest in annual installments of 25 percent over four years.
• An additional 104 shares of common stock were acquired on January 5, 2026, upon the release of dividend equivalent rights (DERs).
• Mr. Pearce disposed of 2,470 shares of common stock on January 5, 2026, at a price of $26.93 per share, to cover tax withholding obligations related to RSU vesting.
• On January 2, 2026, 357 restricted stock units were acquired, which convert to common stock on a one-for-one basis.
• These RSUs stem from performance share units (PSUs) granted on January 3, 2025, for which performance criteria for the 2025 period were satisfied.
• The RSUs from PSUs are subject to continued service through January 5, 2028.
• 3 dividend equivalent rights were acquired on January 2, 2026, related to additional PSUs.
• 104 dividend equivalent rights were released on January 5, 2026, connected to the vesting of RSUs granted in prior years (2022, 2023, 2024, 2025).

Sentiment

Score: 6

Explanation: The sentiment is slightly positive. While there's a disposition for tax, it's a normal part of compensation. The officer is acquiring new equity, aligning interests, and performance criteria for PSUs were met. The negative TSR cap is a potential downside but reflects a performance-based compensation structure.

Positives

• The Chief Accounting Officer acquired additional common stock and restricted stock units, aligning his interests with shareholders.
• Performance criteria for performance share units granted on January 3, 2025, for the one-year period from January 1, 2025, through December 31, 2025, have been satisfied, indicating successful operational performance against set targets.
• The vesting of RSUs and release of DERs represent a realization of previously earned compensation, reflecting the company's commitment to its executive compensation plan.

Negatives

• A portion of shares (2,470) was surrendered to the issuer for tax withholding purposes, reducing the immediate net share gain for the reporting person.
• A risk factor is noted where 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 executive compensation upside in a down market.

Risks

• If Koppers Holdings Inc.'s total shareholder return (TSR) is negative over the three-year period from January 1, 2025, through December 31, 2027, the cumulative number of performance share units that may vest will be capped at 150% of the target number, potentially impacting executive incentives and overall shareholder value.

Future Outlook

Restricted stock units awarded on January 5, 2026, are scheduled to vest in annual installments of 25 percent over the next four years. Additionally, RSUs derived from PSUs granted on January 3, 2025, are subject to continued service through January 5, 2028. The vesting of these units is also tied to the company's total shareholder return performance over a three-year period ending December 31, 2027, with a potential cap if TSR is negative.

Industry Context

This Form 4 filing details routine executive compensation transactions, which are standard practice across publicly traded companies to align management incentives with shareholder interests. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• Compensation-related equity transactions between Koppers Holdings Inc. and its Chief Accounting Officer, Bradley A. Pearce, involving the award and vesting of restricted stock units and dividend equivalent rights, and the disposition of shares for tax withholding.

Stakeholder Impact

• Shareholders: The acquisition of equity by a key executive aligns management's financial interests with those of shareholders, potentially encouraging long-term value creation.
• Employees (Executive): The vesting and award of equity compensation provide incentives for continued service and performance.

Next Steps

• Continued vesting of time-based restricted stock units over the next four years.
• Continued service of the reporting person through January 5, 2028, for the vesting of RSUs from PSUs.
• Monitoring of Koppers Holdings Inc.'s total shareholder return through December 31, 2027, to determine the final vesting amount of PSUs.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation activities, including the award and vesting of equity and subsequent share dispositions for tax purposes. It does not contain new fundamental information about the company's operations, financial performance, or strategic direction that would warrant a change in investment recommendation. The transactions are expected and reflect standard compensation practices, thus maintaining a 'hold' recommendation is appropriate based solely on this filing.

Keywords

Koppers Holdings, KOP, insider transaction, Form 4, restricted stock units, performance share units, dividend equivalent rights, executive compensation, equity award, stock vesting