Form 4: Koppers Holdings Officer Reports Stock Transactions

Koppers Holdings Chief Legal Officer Stephanie L. Apostolou reported multiple transactions involving common stock, restricted stock units, and dividend equivalent rights.

Summary

• Stephanie L. Apostolou, Chief Legal & Sustainability Officer & Secretary of Koppers Holdings Inc., reported several transactions in Koppers Holdings Inc. common stock and derivative securities.
• On January 5, 2026, 9,876 shares of common stock were acquired as time-based restricted stock units (RSUs) which will vest in annual installments of 25% over four years.
• An additional 4,666 shares of common stock were acquired on January 5, 2026, from the conversion of previously granted performance share units (PSUs) for which performance criteria were satisfied.
• 240 shares of common stock were acquired on January 5, 2026, upon the release of dividend equivalent rights (DERs).
• 5,757 shares of common stock were disposed of on January 5, 2026, at a price of $26.93 per share, to cover tax withholding obligations related to the vesting of RSUs and PSUs.
• Following these transactions, beneficial ownership of common stock stands at 58,902 shares.
• On January 2, 2026, 1,153 RSUs were acquired, representing PSUs granted on January 4, 2023, for which performance criteria for the 2023-2025 period were satisfied.
• Also on January 2, 2026, 1,335 RSUs were acquired, representing PSUs granted on January 3, 2025, for which performance criteria for the 2025 period were satisfied, subject to continued service through January 5, 2028.
• 39 DERs were acquired on January 2, 2026, accrued with respect to additional PSUs from the January 4, 2023, and January 3, 2025 grants.
• 4,666 RSUs and 240 DERs were disposed of on January 5, 2026, as they converted into common stock upon vesting.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive. While there's a disposition of shares for tax, it's a consequence of positive events like the vesting of performance-based awards due to satisfied criteria and new equity grants, indicating continued compensation and retention of a key officer.

Positives

• Performance criteria for PSUs granted on January 4, 2023 (for the 2023-2025 period) and January 3, 2025 (for the 2025 period) have been satisfied, leading to the vesting of RSUs.
• The reporting person received new time-based restricted stock unit awards, indicating ongoing compensation and retention.
• Acquisition of shares through the Employee Stock Purchase Plan (ESPP) on March 31, 2025, and June 30, 2025, demonstrates continued employee investment in the company.

Negatives

• A significant number of shares (5,757) were disposed of to cover tax withholding obligations, reducing the reporting person's direct common stock holdings.

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

The reporting person's newly awarded time-based restricted stock units will vest in annual installments over the next four years. Certain performance share units are subject to vesting based on continued service through January 5, 2028, and their final vesting amount may be capped if the company's total shareholder return is negative over the January 1, 2025, to December 31, 2027, period.

Industry Context

This Form 4 filing details routine insider transactions related to executive compensation, including equity grants, vesting of performance-based awards, and tax-related share dispositions. Such filings are standard practice for publicly traded companies and provide transparency into executive ownership and compensation structures.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and ownership changes, which are routine and expected aspects of corporate governance.
• Employees: The Employee Stock Purchase Plan (ESPP) mentioned indicates a broader program for employee share ownership.

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 certain RSU vesting.
• Monitoring of Koppers Holdings Inc.'s total shareholder return (TSR) through December 31, 2027, as it may impact the final vesting of certain PSUs.

Key Dates

Keywords

Koppers Holdings, KOP, SEC Form 4, Insider Transaction, Executive Compensation, Restricted Stock Units, Performance Share Units, Dividend Equivalent Rights, Stock Ownership, Corporate Governance