Chief Financial Officer Smith Jimmi Sue converted options into 5,100 shares and covered exercise/tax liability with 5,694 shares, decreasing direct ownership by 1% to 41,050 units (SEC Form 4)
$KOP
Forest Products
Basic Materials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Koppers Holdings Inc. [ KOP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/02/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/05/2026 | M | 4,860 | A | (1) | 46,504(2) | D | |||
| Common Stock | 01/05/2026 | M | 240(3) | A | $0(3) | 46,744 | D | |||
| Common Stock | 01/05/2026 | F | 5,694 | D | $26.93(4) | 41,050 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 01/02/2026 | A | 1,201 | (5) | (5) | Common Stock | 1,201 | $0 | 4,860 | D | ||||
| Restricted Stock Units | (1) | 01/02/2026 | A | 1,210 | (6) | (6) | Common Stock | 1,210 | $0 | 1,210 | D | ||||
| Dividend Equivalent Rights | (7) | 01/02/2026 | A | 38 | (7) | (7) | Common Stock | 38 | $0 | 366 | D | ||||
| Restricted Stock Units | (1) | 01/05/2026 | M | 4,860 | (8) | (8) | Common Stock | 4,860 | $0 | 0 | D | ||||
| Dividend Equivalent Rights | (9) | 01/05/2026 | M | 240(9) | (9) | (9) | Common Stock | 240 | $0 | 126 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units convert into common stock on a one-for-one basis. |
| 2. Includes 790 shares of Koppers Holdings Inc. common stock acquired pursuant to the Koppers Holdings Inc. Employee Stock Purchase Plan on December 31, 2024, March 31, 2025, June 30, 2025, and September 30, 2025. These acquisitions were exempt under both Rule 16b-3(c) and Rule 16b-3(d). |
| 3. Represents shares acquired upon release of dividend equivalent rights ("DERs"), as reported in Table II, on a one-for-one basis. |
| 4. Shares surrendered to the issuer by the reporting person as payment for the tax withholding related to the vesting of RSUs and performance share units ("PSUs"). |
| 5. On January 4, 2023, the reporting person was granted PSUs for which the performance criteria for the three-year performance period from January 1, 2023 through December 31, 2025 have been satisfied. |
| 6. On January 3, 2025, the reporting person was granted PSUs for which the performance criteria for the one-year performance period from January 1, 2025 through December 31, 2025 have been satisfied. All of the restricted stock units reported here are subject to vesting based on the continued service of the reporting person through January 5, 2028. If the Company's total shareholder return over the three-year period of January 1, 2025 through December 31, 2027 is negative, then the cumulative number of units that may vest for such three-year period will be capped at 150% of the target number. |
| 7. The DERs accrued with respect to additional PSUs credited to the reporting person with respect to PSUs granted on January 4, 2023 and January 3, 2025. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock. |
| 8. Represents previously granted PSUs for which the performance criteria for the three-year performance period from January 1, 2023 through December 31, 2025 have been satisfied, as reported in Table II above. |
| 9. These DERs were released in connection with the vesting of RSUs and PSUs granted on January 4, 2022, January 4, 2023, January 4, 2024, and January 3, 2025. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock. |
| Remarks: |
| /s/ Stephanie L. Apostolou, Attorney in Fact | 01/06/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||