SEC Filing | Koppers Holdings, Inc.

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kop-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to___________

Commission file number 1-32737

https://cdn.kscope.io/ed596c48998f3d8ca6d7c9833fcdf856-Image_1.jpg

KOPPERS HOLDINGS INC.

(Exact name of registrant as specified in its charter)


Pennsylvania			20-1878963
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)

436 Seventh Avenue Pittsburgh, Pennsylvania 15219			(412) 227-2001
(Address of principal executive offices)			(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	KOP	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Common Stock, par value $0.01 per share, outstanding at April 30, 2026 amounted to 19,231,826 shares.

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

KOPPERS HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS


	Three Months Ended March 31,
		2026		2025
(Dollars in millions, except share and per share amounts)		(Unaudited)		(Unaudited)
Net sales		$	455.3	$	456.5
Cost of sales		368.7		350.7
Depreciation and amortization		19.4		18.0
Selling, general and administrative		41.7		41.1
Impairment and restructuring		7.8		20.0
(Gain) on sale of assets		(4.3)		(0.3)
Operating profit		22.0		27.0
Other income, net		0.9		1.4
Interest expense		15.0		16.6
Loss on pension settlement		0.0		29.0
Income (loss) before income taxes		7.9		(17.2)
Income tax provision (benefit)		0.8		(3.3)
Net income (loss)		$	7.1	$	(13.9)


Earnings (loss) per common share:
Basic		$	0.36	$	(0.68)
Diluted		$	0.35	$	(0.68)
Weighted average shares outstanding (in thousands):
Basic		19,552		20,369
Diluted		20,122		20,369

KOPPERS HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


	Three Months Ended March 31,
		2026		2025
(Dollars in millions)		(Unaudited)		(Unaudited)
Net income (loss)		$	7.1	$	(13.9)
Changes in other comprehensive income (loss):
Currency translation adjustment		(5.8)		9.2
Cash flow hedges, net of tax of $0.3 and $1.3		0.8		3.0
Pension adjustments, net of tax of $0.0 and $8.3		0.3		25.1
Comprehensive income		$	2.4	$	23.4

The accompanying notes are an integral part of these condensed consolidated financial statements.

KOPPERS HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEET


	March 31, 2026		December 31, 2025
(Dollars in millions, except share and per share amounts)	(Unaudited)
Assets
Cash and cash equivalents	$	42.8	$	38.0
Accounts receivable, net of allowance of $4.3 and $7.0	181.0		158.7
Inventories, net	395.9		411.2
Derivative contracts	26.2		31.5
Other current assets	23.0		29.3
Total current assets	668.9		668.7
Property, plant and equipment, net of accumulated depreciation of $473.1 and $465.4	645.7		650.9
Goodwill	329.4		329.4
Intangible assets, net	103.1		106.7
Operating lease right-of-use assets	102.5		102.9
Deferred tax assets	6.5		7.0
Other assets	24.2		21.2
Total assets	$	1,880.3	$	1,886.8
Liabilities
Accounts payable	$	143.4	$	122.4
Accrued liabilities	70.1		72.6
Current operating lease liabilities	28.1		27.2
Current maturities of long-term debt	4.9		4.9
Total current liabilities	246.5		227.1
Long-term debt	915.3		914.3
Operating lease liabilities	74.6		76.1
Accrued postretirement benefits	13.1		13.7
Deferred tax liabilities	43.9		43.7
Other long-term liabilities	37.4		37.6
Total liabilities	1,330.8		1,312.5
Commitments and contingent liabilities (Note 12)
Equity
Senior Convertible Preferred Stock, $0.01 par value per share; 10,000,000 shares authorized; no shares issued	0.0		0.0
Common Stock, $0.01 par value per share; 80,000,000 shares authorized; 26,789,723 and 26,213,052 shares issued	0.3		0.3
Additional paid-in capital	336.4		332.4
Retained earnings	544.3		539.4
Accumulated other comprehensive loss	(65.8)		(61.4)
Treasury stock, at cost, 7,560,355 and 6,757,247 shares	(265.7)		(236.7)
Total Koppers shareholders’ equity	549.5		574.0
Noncontrolling interests	0.0		0.3
Total equity	549.5		574.3
Total liabilities and equity	$	1,880.3	$	1,886.8

The accompanying notes are an integral part of these condensed consolidated financial statements.

KOPPERS HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS


	Three Months Ended March 31,
	2026		2025
(Dollars in millions)	(Unaudited)		(Unaudited)
Cash provided by (used in) operating activities:
Net income (loss)	$	7.1	$	(13.9)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	19.4		18.0
Depreciation in impairment and restructuring	0.0		12.2
Stock-based compensation	3.9		6.6
Change in derivative contracts	3.9		(9.1)
Non-cash interest expense	0.9		0.9
(Gain) on sale of assets	(4.3)		(0.6)
Insurance proceeds	0.0		(2.2)
Deferred income taxes	0.0		0.3
Pension settlement	0.0		29.0
Change in other liabilities	(0.3)		4.0
Cloud-based software implementation costs, net of amortization	0.1		(0.9)
Other - net	0.1		(0.6)
Changes in working capital:
Accounts receivable	(23.2)		(11.1)
Inventories	17.8		4.0
Accounts payable	22.1		(32.8)
Accrued liabilities	1.1		(24.3)
Other working capital	(2.3)		(2.2)
Net cash provided by (used in) operating activities	46.3		(22.7)
Cash (used in) provided by investing activities:
Capital expenditures	(11.4)		(14.3)

Insurance proceeds	0.0		2.2
Sale of assets	0.0		2.1
Sale of business and divestitures	0.5		(7.6)
Other investing activities	0.4		0.0
Net cash used in investing activities	(10.5)		(17.6)
Cash provided by (used in) financing activities:
Borrowings of credit facility	166.8		144.4
Repayments of credit facility	(165.5)		(94.1)

Repayments of long-term debt	(1.2)		(1.2)
Issuances of Common Stock	0.1		0.3
Repurchases of Common Stock	(29.0)		(19.1)

Dividends paid and return of capital to noncontrolling interests	(2.2)		(1.6)
Net cash (used in) provided by financing activities	(31.0)		28.7
Effect of exchange rate changes on cash	0.0		1.0
Net increase (decrease) in cash and cash equivalents	4.8		(10.6)
Cash and cash equivalents at beginning of period	38.0		43.9
Cash and cash equivalents at end of period	$	42.8	$	33.3
Supplemental disclosure of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities	$	7.3	$	3.9
Accrued capital expenditures	0.4		3.5

The accompanying notes are an integral part of these condensed consolidated financial statements.

KOPPERS HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY


	Three Months Ended March 31,
		2026		2025
(Dollars in millions, except per share amounts)		(Unaudited)		(Unaudited)
Total equity – beginning of period		$	574.3	$	489.0
Common Stock:
Balance at beginning and end of period		0.3		0.3
Additional paid-in capital:
Balance at beginning of period		332.4		317.2
Employee stock plans		3.9		6.6
Issuance of common stock		0.1		0.3
Balance at end of period		336.4		324.1
Retained earnings:
Balance at beginning of period		539.4		490.3
Net income (loss)		7.1		(13.9)
Common Stock dividends ($0.09 and $0.08 per share)		(1.9)		(1.9)
Return of capital to noncontrolling interests		(0.3)		0.0
Balance at end of period		544.3		474.5
Accumulated other comprehensive loss:
Balance at beginning of period		(61.4)		(120.6)
Currency translation adjustment		(5.5)		9.2
Cash flow hedges, net of tax(1)		0.8		3.0
Pension adjustments, net of tax(2)		0.3		25.1
Balance at end of period		(65.8)		(83.3)
Treasury stock:
Balance at beginning of period		(236.7)		(198.5)
Purchases		(29.0)		(19.1)
Balance at end of period		(265.7)		(217.6)
Noncontrolling interests:
Balance at beginning of period		0.3		0.3

Currency translation adjustment		(0.3)		0.0
Balance at end of period		0.0		0.3
Total equity – end of period		$	549.5	$	498.3

(Shares in thousands)
Common Stock:
Balance at beginning of period		26,213		25,761
Issued for employee stock plans		577		359
Balance at end of period		26,790		26,120
Treasury Stock:
Balance at beginning of period		(6,757)		(5,480)
Shares repurchased		(803)		(636)
Balance at end of period		(7,560)		(6,116)
Common Stock Outstanding		19,230		20,004

(1)Amounts reclassified from accumulated other comprehensive income to net income related to derivative financial instruments, net of tax, were $0.4 million and $0.6 million during the three months ended March 31, 2026 and 2025, respectively.

(2)Amounts reclassified from accumulated other comprehensive income to net income consist of amounts shown for pension adjustments. This component of accumulated other comprehensive income is included in the computation of net periodic pension cost as disclosed in Note 10 – Pensions and Post-Retirement Benefit Plans.

The accompanying notes are an integral part of these condensed consolidated financial statements.

KOPPERS HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Basis of Presentation and New Accounting Pronouncements

Basis of Presentation – The accompanying unaudited condensed consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of Koppers Holdings Inc.’s and its subsidiaries’ (Koppers, Koppers Holdings, the Company, we or us) financial position and interim results as of and for the periods presented have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Because our business is seasonal, results for interim periods are not necessarily indicative of those that may be expected for a full year. The Condensed Consolidated Balance Sheet as of December 31, 2025 has been summarized from the audited balance sheet contained in the Annual Report on Form 10-K as of and for the year ended December 31, 2025. Certain prior period amounts in the condensed consolidated financial statements and notes to the condensed consolidated financial statements have been reclassified to conform to the current period’s presentation.

The financial information included herein should be read in conjunction with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K as of and for the year ended December 31, 2025.

New Accounting Pronouncements – In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. This ASU requires the disaggregation of certain expenses into specific categories, such as purchases of inventory, employee compensation, depreciation and intangible asset amortization. Additionally, the amendments require disclosure of the total amount of selling expenses and an annual disclosure of the definition of selling expenses. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any and all prior periods presented in the financial statements. We are currently evaluating this ASU to determine its impact on our disclosures.

2. Restructuring

Plant Closures and Restructuring – The following table summarizes restructuring activities:


	Three Months Ended March 31, 2026		Three Months Ended March 31, 2025		Cumulative Total
(Dollars in millions)
Phthalic Anhydride Shutdown:
Severance and employee benefits	$	0.1	$	0.1	$	1.1
Depreciation and asset disposal costs	0.0		13.9		26.6
Plant cleaning, waste disposal and demolition costs	0.4		0.0		13.8
Workforce reduction program	0.0		3.1		8.3
Consulting services	2.4		2.9		18.3
Other restructuring costs	4.9		0.0		4.9
Total impairment and restructuring	$	7.8	$	20.0	$	73.0

Phthalic Anhydride Shutdown – In December 2024, we made the decision to discontinue phthalic anhydride production at our facility in Stickney, Illinois. The decision was driven by significant near-term capital spending requirements that could not be economically justified by end-market projections and will substantially reduce annual emissions of certain regulated air contaminants. During the second quarter of 2025, we completed the shutdown of the phthalic anhydride plant. We expect this action to result in pre-tax charges to earnings of $50 million to $54 million through the end of 2026, approximately $28 million of which constitutes non-cash charges and approximately $22 million to $26 million of which constitutes cash expenditures. Estimates of the total cumulative pre-tax amount incurred and to be incurred for each major type of cost associated with the discontinuation plan are: (i) retention and severance costs of approximately $1 million, (ii) accelerated depreciation and asset write-down costs of approximately $28 million, and (iii) plant cleaning, waste disposal and demolition costs of approximately $21 million to $25 million.

Workforce Reduction Program – In November 2024, we committed to a workforce reduction program across select U.S. locations, which is intended to streamline operations and reduce costs. This workforce reduction program resulted in the reallocation of people and resources, included voluntary and involuntary reductions in employees and ended in the fourth quarter of 2025.

Consulting Services – We have incurred and will continue to incur consulting and other professional service fees starting with a comprehensive assessment of each of our businesses and functions which began in the fourth quarter of 2024 and was completed during the third quarter of 2025. We then started the multi-year company-wide transformative project to design and implement changes that we believe will enable us to reach our full potential and improve profitability, modernize business processes and pursue portfolio realignment, if necessary.

Other Restructuring Costs – In the first quarter of 2026, we announced plans to idle two of our facilities. Consolidating production of these facilities will help us optimize our network, better align capacity with demand, reduce operating costs and strengthen the long-term competitiveness of our operations.

We made the decision to idle production activities at our Utility and Industrial Products facility in Vance, Alabama, effective in February 2026. Substantially all production handled at this location was transitioned to our Kennedy, Alabama plant. These facilities were located within 60 miles of each other and served the same market which resulted in plant underutilization, redundancy and higher operating costs.

We also announced our plan to idle production activities at our Railroad Products and Services facility in Florence, South Carolina due to lower overall future forecasted demand from the facility's largest customer. We expect to ramp down production at Florence over the next several months with plant idling activities to be completed by November 2026. During this time period, we will transition incremental production to our facility in Guthrie, Kentucky.

The following table includes details of our phthalic anhydride shutdown and workforce reduction program liabilities:


	Phthalic Anhydride Shutdown		Workforce Reduction Program
(Dollars in millions)
Liability at December 31, 2024	$	0.0	$	4.4
Accrual	13.5		1.2
Cash paid	(8.1)		(5.0)
Liability at December 31, 2025	$	5.4	$	0.6
Accrual	0.5		0.0
Cash paid	(0.7)		(0.4)
Liability at March 31, 2026	$	5.2	$	0.2

KCCC Liquidation – In July 2024, Koppers and Tangshan Iron & Steel Group Co. Ltd. (TISCO) signed an agreement to effectuate the ultimate liquidation of Koppers (China) Carbon & Chemical Company Limited (KCCC), which ceased operations in 2015. The liquidation of KCCC was completed in February 2026 which resulted in a non-cash gain of approximately $4 million during the first quarter of 2026.

3. Fair Value Measurements

The following table presents the estimated fair values and the related carrying amounts of our financial instruments:


	March 31, 2026				December 31, 2025
	Fair Value		Carrying Value		Fair Value		Carrying Value
(Dollars in millions)
Assets - Investments and Other Assets	$	1.3	$	1.3	$	1.3	$	1.3
Liabilities - Debt (including current portion)	$	936.4	$	928.8	$	933.6	$	928.3

Investments and Other Assets – Represents the broker-quoted cash surrender value on universal life insurance policies. This asset is classified as Level 2 in the valuation hierarchy and is measured from values received from financial institutions.

Debt – The fair value of our long-term debt is estimated based on the market prices for the same or similar issuances or on the current rates offered to us for debt of the same remaining maturities (Level 2). The fair value of our Credit Facility approximates carrying value due to the variable rate nature of this instrument.

See Note 4 – Derivative Financial Instruments, for the fair value of our derivative financial instruments.

4. Derivative Financial Instruments

We utilize derivative instruments to manage exposures to risks that have been identified, measured and are capable of being mitigated. The primary risks that we manage by using derivative instruments are commodity price risk associated with copper, fuel oil, foreign currency exchange risk and interest rate risk associated with variable rate borrowings. Generally, we enter into master netting arrangements with the counterparties and offset net derivative positions with the same counterparties. Currently, our agreements do not require cash collateral.

The Company recognizes all derivative instruments as either assets or liabilities at fair value on the balance sheet. The derivative instruments are classified as current or noncurrent based upon the expected timing of cash flows and are subject to offset under our master netting arrangements. A derivative instrument's fair value is determined using significant other observable inputs, a Level 2 fair value measurement.

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and is reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative instruments representing hedge ineffectiveness are recognized in current earnings. In our condensed consolidated statement of cash flows, settlements of derivative instruments are classified as operating activities.

Swap contracts on copper are used to manage the price risk associated with forecasted purchases of materials used in our manufacturing processes. Generally, we will not hedge cash flow exposures for durations longer than 36 months and we have hedged certain volumes of copper through the end of 2026. Prior to July 2025, we designated certain of our commodity swaps as cash flow hedges of forecasted purchases of commodities. For those commodity swaps where hedge accounting is not elected, the unrealized gain or loss on the derivative is reported as cost of sales in the condensed consolidated statement of operations.

During the third quarter of 2025, our quarterly effectiveness assessment identified that our hedging contracts had fallen outside the required effectiveness thresholds to continue cash flow hedge accounting. This was caused by the increased and cumulative volatility in the market prices for copper during the first half of 2025. Accordingly, we prospectively discontinued cash flow hedge accounting in the third quarter of 2025. As of March 31, 2026, $2.0 million remained in accumulated other comprehensive income and will be released to income as the underlying hedge contracts mature through December 2026. Subsequent changes in the fair value of these copper swap contracts will continue to be recognized immediately in earnings until such swap contracts settle or mature.

We enter into heating oil swap contracts to manage price risk associated with fuel oil purchases for our plant operations and certain raw material requirements. Generally, we will not hedge cash flow exposures for durations longer than 36 months and we have hedged certain volumes of heating oil through the end of 2027. These swap contracts are not designated as hedges so the unrealized gain or loss on the derivative is reported as cost of sales in the condensed consolidated statement of operations. As of March 31, 2026 and December 31, 2025, we had contracts totaling 3.6 million and 3.8 million gallons, respectively.

We enter into foreign currency forward contracts to manage foreign currency risk associated with our receivable and payable balances in addition to foreign-denominated sales. These forward contracts related to foreign currency are not designated as hedges so the unrealized gain or loss on the derivative is reported as cost of sales in the condensed consolidated statement of operations.

We enter into interest rate swaps to effectively convert portions of our variable interest rate debt into fixed rate debt to add stability to interest expense and to manage our exposure to interest rate movements. We entered into interest rate swap agreements with an aggregate notional value of $400.0 million at a weighted average fixed Secured Overnight Financing Rate (SOFR) of 3.97 percent for a portion of our variable rate debt. All swap agreements expire in April 2027. The interest rate swaps have been designated as cash flow hedges on interest payments involving the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

See the condensed consolidated statement of comprehensive income and condensed consolidated statement of shareholders' equity for amounts recorded in other comprehensive income and for amounts reclassified from accumulated other comprehensive income into net income.

The fair value of the outstanding derivative contracts recorded in the balance sheet are as follows:


			March 31, 2026
	Copper Swap Contracts		Heating Oil Contracts		Foreign Currency Forward Contracts		Interest Rate Swap Contracts		Total
(Dollars in millions)
Derivative contracts	$	23.4	$	2.4	$	0.0	$	0.4	$	26.2
Other assets	0.0		0.5		0.0		0.0		0.5
Accrued liabilities	0.0		0.0		(0.1)		(1.6)		(1.7)
Other long-term liabilities	0.0		0.0		0.0		(0.2)		(0.2)
Net asset (liability) on balance sheet	$	23.4	$	2.9	$	(0.1)	$	(1.4)	$	24.8
Accumulated other comprehensive gain, net of tax	$	2.0	$	0.0	$	0.0	$	1.0	$	3.0


			December 31, 2025
	Copper Swap Contracts		Heating Oil Contracts		Foreign Currency Forward Contracts		Interest Rate Swap Contracts		Total
(Dollars in millions)
Derivative contracts	$	31.4	$	0.0	$	0.0	$	0.1	$	31.5

Accrued liabilities	0.0		(0.4)		0.0		(2.2)		(2.6)
Other long-term liabilities	0.0		0.0		0.0		(1.1)		(1.1)
Net asset (liability) on balance sheet	$	31.4	$	(0.4)	$	0.0	$	(3.2)	$	27.8
Accumulated other comprehensive gain (loss), net of tax	$	2.5	$	0.0	$	0.0	$	(2.4)	$	0.1

We estimate that unrealized gains, net of tax, for commodity price hedging of $2.0 million and unrealized losses, net of tax, for interest rate swaps of $0.9 million, respectively, will be reclassified from other comprehensive income into earnings over the next twelve months.

The unrealized gain (loss) from our hedging contracts is as follows:


	Three Months Ended March 31,
		2026		2025
(Dollars in millions)
Copper swap contracts		$	(7.3)	$	9.0
Heating oil contracts		3.4		0.2
Foreign currency forward contracts		(0.1)		0.5

Copper Swap Contracts – We had outstanding copper swap contracts of the following amounts:


	Units Outstanding (in Pounds)		Net Fair Value – Asset
	March 31, 2026	December 31, 2025	March 31, 2026		December 31, 2025
(Amounts in millions)

Not designated as hedges	23.7	25.6	$	23.4	$	31.4

Foreign Currency Forward Contracts – The net currency units outstanding for contracts were:


	March 31, 2026		December 31, 2025
(In millions)
British Pound Sterling	GBP	0.0	GBP	0.3
United States Dollars	USD	2.5	USD	9.2

5. Earnings and Dividends per Common Share

The following table sets forth the computation of basic and diluted earnings per common share:


	Three Months Ended March 31,
		2026		2025
(Dollars in millions, except share and per share amounts)
Net income (loss)		$	7.1	$	(13.9)
Weighted average common shares outstanding (in thousands):
Basic		19,552		20,369
Effect of dilutive securities		570		0
Diluted		20,122		20,369
Earnings per common share:
Basic		$	0.36	$	(0.68)
Diluted		$	0.35	$	(0.68)
Antidilutive securities excluded from computation of diluted earnings per common share		135		1,110

On May 7, 2026, we declared a quarterly dividend of $0.09 per common share, payable on June 15, 2026 to shareholders of record as of May 29, 2026.

6. Stock-based Compensation

The board of directors granted restricted stock units and performance stock units (collectively, the stock units) to certain employee participants in January 2026. Most grants of restricted stock units vest in three or four years. Performance stock units vest based upon either a performance condition or a market condition. For units granted in 2025 and prior, performance stock units granted with a performance condition have a cumulative three-year performance objective based on adjusted EBITDA (see Note 7 – Segment Information). For units granted in 2026, performance stock units granted with a performance condition have a cumulative adjusted earnings per share objective and a cumulative free cash flow objective, each weighted at 50 percent, with adjusted EBITDA margin used as a performance modifier (i.e. plus or minus 25 percent of actual earned performance). For performance stock units granted with a market condition, the applicable objective is based on our total shareholder return relative to the Standard & Poor’s SmallCap 600 Materials Index and has multi-year performance objectives. Both types of performance stock units have a three-year period for vesting, if the applicable performance objectives are achieved.

The number of performance stock units granted represents the target award and participants have the ability to earn between zero and 200 percent of the target award based upon actual performance for units granted in 2025 and prior, and between zero and 250 percent of the target award based upon actual performance for units granted in 2026. If minimum performance criteria are not achieved, no performance stock units will vest. For the awards granted in January 2026, target shares for units with a market condition totaled 124,878 and target shares for units with a performance condition totaled 137,844.

We calculated the fair value of the performance stock unit awards with a market condition on the date of the grant using assumptions listed below. These awards incorporate a fair value cap such that the number of awards that vest will be reduced if our stock price exceeds the cap at the end of the performance measurement period:


	January 2026 Grant
Grant date price per share of performance award	$	26.93
Expected volatility	37.74		%
Risk-free interest rate	3.53		%
Look-back period in years	3.00

Grant date fair value per share	$	27.97

The following table shows a summary of the status and activity of non-vested stock units:


	Restricted Stock Units	Performance Stock Units	Total Stock Units	Weighted Average Grant Date Fair Value per Unit
Non-vested at December 31, 2025	530,237	734,231	1,264,468	$	35.22
Granted	219,528	262,722	482,250	$	27.24
Credited from dividends	371	643	1,014	$	28.20
Performance share adjustment	0	28,505	28,505	$	28.93
Vested	(209,958)	(329,924)	(539,882)	$	33.53
Forfeited	(20,167)	(16,761)	(36,928)	$	36.95
Non-vested at March 31, 2026	520,011	679,416	1,199,427	$	32.60

The following table shows a summary of the status and activity of stock options:


	Options	Weighted Average Exercise Price per Option		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2025	507,130	$	28.62
Exercised	(70,178)	$	19.26
Outstanding at March 31, 2026	436,952	$	30.12	3.59	$	4.1
Exercisable at March 31, 2026	436,952	$	30.12	3.59	$	4.1

The following table presents total stock-based compensation expense recognized in the condensed consolidated statement of operations:


	Three Months Ended March 31,
		2026		2025
(Dollars in millions)
Selling, general and administrative expenses		$	3.9	$	6.6
Less related income tax benefit		1.1		2.0
Decrease in net income		$	2.8	$	4.6

7. Segment Information

We have three reportable segments: Railroad and Utility Products and Services (RUPS), Performance Chemicals (PC) and Carbon Materials and Chemicals (CMC). Our reportable segments contain multiple aggregated business units since management believes the long-term financial performance of these business units is affected by similar economic conditions. The reportable segments are each managed separately because they manufacture and distribute distinct products with different production processes.

Our RUPS segment primarily sells pressure-treated railroad ties to the railroad industry and treated utility poles to utility markets. Railroad products and services include procuring and treating items such as crossties, switch ties and various types of lumber used for railroad bridges and crossings. Utility products include the pressure treatment of transmission and distribution poles for electric, telephone and broadband utilities. In addition, we provide untreated wood products and rail joint bars, which are steel bars used to join rails together for railroads, to the railroad markets and inspection services to the utility markets. We also operate a business related to the recovery of used crossties, serving the same customer base as our North American railroad business.

Our PC segment develops, manufactures, and markets wood preservation chemicals and wood treatment technologies and services to a diverse range of end-markets including residential, industrial, commercial construction and agricultural applications.

Our CMC segment is primarily a manufacturer of creosote, carbon pitch, naphthalene and carbon black feedstock. Creosote is used in the treatment of wood and carbon black feedstock is used in the production of carbon black. Carbon pitch is a critical raw material used in the production of aluminum and steel. Naphthalene is used as a surfactant in the production of concrete.

Our measure of segment profitability is adjusted income before interest expense, income taxes, depreciation, amortization and certain non-cash and/or non-recurring items that do not contribute directly to management’s evaluation of our operating results (as defined by us, adjusted EBITDA). These non-cash and/or non-recurring items typically include last-in, first-out (LIFO) inventory effects, impairment, restructuring and plant closure costs, significant gains or losses on sale

of assets, mark-to-market commodity hedging, acquisition-related charges, amortization of cloud-based software implementation costs and other unusual items. This presentation is consistent with how our chief operating decision maker evaluates the results of operations and makes strategic decisions about the business. In addition, adjusted EBITDA is the primary measure used to determine the level of achievement of management’s short-term incentive goals and related payout, as well as one of the measures used to determine performance and related payouts for certain performance share units granted to management prior to 2026. For these reasons, we believe that adjusted EBITDA represents the most relevant measure of segment profit and loss.

Adjusted EBITDA is reconciled to net income on a consolidated basis, the most directly comparable financial measure determined and reported in accordance with U.S. generally accepted accounting principles (U.S. GAAP). The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Intersegment transactions are eliminated in consolidation.

Contract Balances – The timing of revenue recognition results in both billed accounts receivable and unbilled receivables, both classified as accounts receivable, net of allowance within the condensed consolidated balance sheet. Contract assets of $1.7 million and $1.8 million are recorded within accounts receivable, net of allowance within the condensed consolidated balance sheet as of March 31, 2026 and December 31, 2025, respectively.

Segment Revenues for Significant Product Lines


	Three Months Ended March 31,
		2026		2025
(Dollars in millions)
Railroad and Utility Products and Services:
Railroad treated products		$	134.2	$	146.3
Utility poles		74.8		67.9
Railroad infrastructure products and services		11.0		20.8
Total Railroad and Utility Products and Services		$	220.0	$	235.0
Performance Chemicals:
Wood preservative products and other		$	142.1	$	120.9
Carbon Materials and Chemicals:
Pitch and related products		$	70.2	$	65.2
Carbon black feedstock and distillates		13.8		14.2
Naphthalene, phthalic anhydride, and other chemicals		9.2		21.2
Total Carbon Materials and Chemicals		$	93.2	$	100.6
Total		$	455.3	$	456.5

Segment Expenses


	Three Months Ended March 31,
		2026		2025
(Dollars in millions)
Cost of sales:
Railroad and Utility Products and Services		$	176.0	$	190.7
Performance Chemicals		110.2		79.0
Carbon Materials and Chemicals		82.5		81.0
Total		$	368.7	$	350.7
Selling, general and administrative expenses:
Railroad and Utility Products and Services		$	18.3	$	18.2
Performance Chemicals		14.9		15.1
Carbon Materials and Chemicals		8.5		7.8
Total		$	41.7	$	41.1
Other (income) expense to reconcile to Adjusted EBITDA(1):
Railroad and Utility Products and Services		$	3.1	$	0.6
Performance Chemicals		(8.8)		6.7
Carbon Materials and Chemicals		1.3		1.9
Total		$	(4.4)	$	9.2
Adjusted EBITDA:
Railroad and Utility Products and Services		$	22.6	$	25.5
Performance Chemicals		25.8		20.1
Carbon Materials and Chemicals		0.9		9.9
Total		$	49.3	$	55.5

(1)Other (income) expense amounts primarily relate to miscellaneous (income) expense and the adjustments to reconcile to adjusted EBITDA such as acquisition-related charges, LIFO inventory effects and mark-to-market commodity hedging.

Segment Adjusted EBITDA


	Three Months Ended March 31,
		2026		2025
(Dollars in millions)
Adjusted EBITDA:
Railroad and Utility Products and Services		$	22.6	$	25.5
Performance Chemicals		25.8		20.1
Carbon Materials and Chemicals		0.9		9.9
Items excluded from the determination of segment profit:
Acquisition inventory step-up amortization		(0.3)		0.0
Amortization of cloud-based software implementation costs		(0.5)		(0.3)
Gain on sale of assets		4.3		0.3
Impairment, restructuring and plant closure costs(1)		(7.8)		(20.0)
LIFO benefit(2)		1.2		1.8
Mark-to-market commodity hedging (losses) gains		(3.9)		9.1
Pension settlement and expense		0.0		(29.0)
Depreciation and amortization		(19.4)		(18.0)
Interest expense		(15.0)		(16.6)
Income tax provision		(0.8)		3.3
Net income (loss)		$	7.1	$	(13.9)

(1)See Note 2 - Restructuring.

(2)The LIFO expense adjustment removes the entire impact of LIFO and effectively reflects the results as if we were on a first-in, first-out (FIFO) inventory basis.

Other Segment Disclosures


	Three Months Ended March 31,
		2026		2025
(Dollars in millions)
Intersegment revenues:
Performance Chemicals		$	7.2	$	6.9
Carbon Materials and Chemicals		23.1		22.2
Total		$	30.3	$	29.1
Depreciation and amortization expense:
Railroad and Utility Products and Services		$	8.2	$	8.5
Performance Chemicals		4.3		3.8
Carbon Materials and Chemicals		6.9		5.7
Total		$	19.4	$	18.0
Capital expenditures:
Railroad and Utility Products and Services		$	5.4	$	5.1
Performance Chemicals		2.8		3.5
Carbon Materials and Chemicals		3.0		5.0
Corporate		0.2		0.7
Total		$	11.4	$	14.3

Segment Assets


	March 31, 2026		December 31, 2025
(Dollars in millions)
Segment assets:
Railroad and Utility Products and Services	$	841.0	$	827.5
Performance Chemicals	547.9		536.6
Carbon Materials and Chemicals	465.0		486.7
Corporate	26.4		36.0
Total	$	1,880.3	$	1,886.8
Goodwill:
Railroad and Utility Products and Services	$	156.5	$	156.4
Performance Chemicals	172.9		173.0
Total	$	329.4	$	329.4

8. Income Taxes

Effective Tax Rate – The income tax provision for interim periods is comprised of an estimated annual effective income tax rate applied to current year ordinary income and tax associated with discrete items. These discrete items generally relate to excess stock compensation deductions, changes in tax laws, adjustments to unrecognized tax benefits and changes of estimated tax liability to the actual liability determined upon filing income tax returns. To determine the annual effective tax rate, management is required to make estimates of annual pretax income in each domestic and foreign jurisdiction in which we conduct business. Entities that have historical pre-tax losses and current year estimated pre-tax losses that are not projected to generate a future benefit are excluded from the estimated annual effective income tax rate.

The estimated annual effective income tax rate differs from the U.S. federal statutory tax rate due to:


	March 31,
	2026		2025
Federal income tax rate	21.0	%	21.0	%
Foreign earnings taxed at different rates	3.3		4.5
State income taxes, net of federal tax benefit	2.3		2.5
Nondeductible expenses	1.1		2.2
Change in tax contingency reserves	0.2		0.3
U.S. tax on international operations, net of credits	(0.2)		0.2
Estimated annual effective income tax rate	27.7	%	30.7	%

Income taxes as a percentage of pretax income were 10.1 percent and 19.2 percent for the three months ended March 31, 2026 and 2025, respectively. The effective income tax rate for the three months ended March 31, 2026 was lower than the 2026 estimated annual effective income tax rate due to the liquidation of our former coal tar distillation facility located in China. This one-time non-cash gain did not have any associated income tax expense. The effective income tax rate for the three months ended March 31, 2025 was lower than the 2025 estimated annual effective income tax rate due to the loss on pension settlement which was treated as a discrete item in the first quarter tax provision.

During the year, management regularly updates estimates of pre-tax income and income tax expense based on changes in pre-tax income projections by taxable jurisdiction, repatriation of foreign earnings, unrecognized tax benefits and other tax matters. To the extent that actual results vary from these estimates, the actual annual effective income tax rate at the end of the year could be materially different from the estimated annual effective income tax rate as of the three months ended March 31, 2026.

Effective January 1, 2024, certain jurisdictions in which we operate have enacted legislation that is consistent with one or more Organization for Economic Co-operation and Development Global Anti-Base Erosion Model Rules (commonly referred to as "Pillar Two"). These Pillar Two rules include minimum domestic top up taxes, income inclusion rules and undertaxed profit rules all aimed to ensure that multinational business corporations pay a minimum effective corporate tax rate of 15 percent in each jurisdiction in which they operate. We have analyzed our tax profile by jurisdiction and do not expect to incur top up taxes in 2026.

Unrecognized Tax Benefits – We file income tax returns in the U.S. federal jurisdiction, individual U.S. state jurisdictions and non-U.S. jurisdictions. With few exceptions, we are no longer subject to U.S. federal, U.S. state, or non-U.S. income tax examinations by tax authorities for years prior to 2020.

As of March 31, 2026 and December 31, 2025, unrecognized tax benefits of $1.1 million for both periods would affect the effective tax rate if recognized. We do not anticipate material changes to the amount of unrecognized tax benefits within the next twelve months.

9. Inventories


	March 31, 2026		December 31, 2025
(Dollars in millions)
Raw materials	$	332.7	$	351.6
Work in process	15.9		17.3
Finished goods	150.8		147.0
Total	$	499.4	$	515.9
Less revaluation to LIFO	103.5		104.7
Inventories, net	$	395.9	$	411.2

10. Pensions and Post-Retirement Benefit Plans

We maintain defined benefit and defined contribution plans to provide retirement benefits for employees in the United States, as well as employees outside the United States.

During 2024, we initiated a plan to terminate our largest United States qualified pension plan. In 2025, we completed the irrevocable transfer of $84.5 million of pension liabilities and an equal amount of pension assets to an insurance company. In order to achieve this transfer, additional cash funding of approximately $12 million was required in 2025. In the first quarter of 2025, we recorded a settlement loss of approximately $29.0 million, before tax.

In connection with the planned termination of our defined benefit pension plan in the United Kingdom, in 2021, we entered into a buy-in bulk annuity insurance policy in exchange for a premium payment of $67.8 million, which is subject to adjustment as a result of subsequent data cleansing activities. Under the terms of this buy-in insurance policy, the insurer is liable to pay the benefits of the plan, but the plan still retains full legal responsibility to pay the benefits to members using the insurance payments. The buy-in policy will be treated as a plan asset going forward until such time as the buy-in policy is converted to a buy-out policy, which is when individual insurance policies will be assigned to each member of the plan and the plan will no longer have legal responsibility to pay the benefits to the members. The data cleansing effort has been substantially completed and we expect to recognize a pre-tax pension settlement loss of approximately $20 million upon the pension obligation becoming irrevocably settled, the timing of which is uncertain. The timing of the conversion to a buy-out policy and related recognition of the estimated pension settlement loss has been impacted by a ruling from the High Court of Justice in the United Kingdom in the case of Virgin Media Limited v NTL Pension Trustees II Limited and Others (the "Virgin Media Case") related to certain amendments to UK pension plans. In April 2026, the UK government approved legislation to address industry wide issues resulting from the Virgin Media Case. This legislation will enable us to proceed with the conversion to a buy-out policy.

The following table provides the components of net periodic benefit cost for the pension plans:


	Three Months Ended March 31,
		2026		2025
(Dollars in millions)
Service cost		$	0.1	$	0.3
Interest cost		0.6		1.2
Expected return on plan assets		(0.5)		(0.8)
Amortization of net loss		0.2		0.4
Settlement		0.0		29.0
Net periodic benefit cost		$	0.4	$	30.1
Defined contribution plan expense		$	2.9	$	3.3

11. Debt


	Weighted Average Interest Rate		Maturity	March 31, 2026		December 31, 2025
(Dollars in millions)
Credit Facility	5.58	%	2030	$	449.3	$	448.0
Term Loan B	6.17	%	2030	479.5		480.3
Total debt				$	928.8	$	928.3
Less current maturities of long-term debt				4.9		4.9
Less unamortized debt issuance costs				8.6		9.1
Long-term debt				$	915.3	$	914.3

Credit Facility – We have a credit agreement (the Credit Facility) with a consortium of banks. The Credit Facility provides for an $800.0 million revolving credit facility, a $50.0 million swingline facility and provides for the ability to incur one or more uncommitted incremental revolving or term loan facilities in an aggregate amount of at least $730.0 million, subject to applicable financial covenants. The interest rate on the Credit Facility is variable and may be based on the SOFR, which is the applicable benchmark for current borrowings, or an alternative benchmark depending on the borrowing type.

Borrowings under the Credit Facility are secured by a first priority lien on substantially all of the assets (excluding real property and other customary assets) of Koppers Inc., Koppers Holdings Inc. and our material domestic subsidiaries. The Credit Facility contains certain covenants that may limit Koppers Inc. and its restricted subsidiaries from taking certain actions. These limitations include, among others, restrictions on additional indebtedness, liens, dividends, investments, acquisitions, certain distributions, asset sales, transactions with affiliates and modifications to material documents, including organizational documents. In addition, such covenants may give rise to events of default upon the failure by Koppers Inc. and its restricted subsidiaries to meet certain financial ratios.

As of March 31, 2026, we had $343.5 million of unused revolving credit availability after restrictions from certain letter of credit commitments and other covenants. As of March 31, 2026, $7.2 million of commitments were utilized by outstanding letters of credit.

Term Loan B – In April 2023, we issued a class of senior secured term loans under the Credit Facility (the Term Loan B) which was upsized in April 2024, resulting in $488.0 million of aggregate net proceeds, before debt financing costs. The interest rate on the Term Loan B is variable and is based on, at our option, adjusted Term SOFR Rate or adjusted Daily Simple SOFR. The interest rate margins applicable to adjusted Term SOFR Rate or adjusted Daily Simple SOFR loans are 2.50 percent with a floor of 0.50 percent. The principal balance of the Term Loan B is repayable in quarterly installments on the last business day of each quarterly period in an amount equal to 0.25 percent of the principal amount, with the balance due at maturity on April 10, 2030.

Interest Rate Swaps – See Note 4 – Derivative Financial Instruments for discussion of the interest rate swap agreements, which effectively convert the variable rate to a fixed rate for a portion of our variable rate debt.

12. Commitments and Contingent Liabilities

We are involved in litigation and various proceedings relating to environmental laws and regulations, product liability and other matters. Certain of these matters are discussed below. The ultimate resolution of these contingencies is subject to significant uncertainty and should we fail to prevail in any of these legal matters or should several of these legal matters be resolved against us in the same reporting period, these legal matters could, individually or in the aggregate, be material to the condensed consolidated financial statements.

Environmental and Other Litigation Matters

We are subject to federal, state, local and foreign laws and regulations and potential liabilities relating to the protection of the environment and human health and safety including, among other things, the cleanup of contaminated sites, the treatment, storage and disposal of wastes, the discharge of effluent into waterways, the emission of substances into the air and various health and safety matters. We expect to incur substantial costs for ongoing compliance with such laws and regulations. We may also face governmental or third-party claims, or otherwise incur costs, relating to cleanup of, or for injuries resulting from, contamination at sites associated with past and present operations. We accrue for environmental liabilities when a determination can be made that a liability is probable and reasonably estimable.

Environmental and Other Liabilities Retained or Assumed by Others. We have agreements with former owners of certain of our operating locations under which the former owners retained, assumed and/or agreed to indemnify us against certain environmental and other liabilities. The most significant of these agreements was entered into at Koppers Inc.’s formation on December 29, 1988 (the Acquisition). Under the related asset purchase agreement between Koppers Inc. and Beazer East, subject to certain limitations, Beazer East retained the responsibility for and agreed to indemnify Koppers Inc. against certain liabilities, damages, losses and costs, including, with certain limited exceptions, liabilities under and costs to comply with environmental laws to the extent attributable to acts or omissions occurring prior to the Acquisition and liabilities related to products sold by Beazer East prior to the Acquisition (the Indemnity). Beazer Limited, the parent company of Beazer East, unconditionally guaranteed Beazer East’s performance of the Indemnity pursuant to a guarantee.

The Indemnity provides different mechanisms, subject to certain limitations, by which Beazer East is obligated to indemnify Koppers Inc. with regard to certain environmental, product and other liabilities and imposes certain conditions on Koppers Inc. before receiving such indemnification, including, in some cases, certain limitations regarding the time period as to which claims for indemnification can be brought. In July 2004, Koppers Inc. and Beazer East agreed to amend the environmental indemnification provisions of the December 29, 1988 asset purchase agreement to extend the indemnification period for pre-closing environmental liabilities, subject to the following paragraph, and agreed to share toxic tort litigation defense arising from any sites acquired from Beazer East.

Qualified expenditures under the Indemnity are not subject to a monetary limit. Qualified expenditures under the Indemnity include (i) environmental cleanup liabilities required by third parties, such as investigation, remediation and closure costs, relating to pre-December 29, 1988 (Pre-Closing) acts or omissions of Beazer East or its predecessors; (ii) environmental claims by third parties for personal injuries, property damages and natural resources damages relating to Pre-Closing acts or omissions of Beazer East or its predecessors; (iii) punitive damages for the acts or omissions of Beazer East and its predecessors without regard to the date of the alleged conduct and (iv) product liability claims for products sold by Beazer East or its predecessors without regard to the date of the alleged conduct. The indemnification period ended July 14, 2019 (the Claim Deadline), and Beazer East may now tender certain third-party claims described in sections (i) and (ii) above to Koppers Inc. However, to the extent the third-party claims described in sections (i) and (ii) above were tendered to Beazer East by the Claim Deadline, Beazer East will continue to be required to pay the costs arising from such claims under the Indemnity. Furthermore, the Claim Deadline did not change the provisions of the Indemnity with respect to indemnification for non-environmental claims, such as product liability claims, which claims may continue to be tendered by Koppers Inc. to Beazer East.

The Indemnity provides for the resolution of issues between Koppers Inc. and Beazer East by an arbitrator on an expedited basis upon the request of either party. The arbitrator could be asked, among other things, to make a determination regarding the allocation of environmental responsibilities between Koppers Inc. and Beazer East. Arbitration decisions under the Indemnity are final and binding on the parties.

Contamination has been identified at most manufacturing and other sites of our subsidiaries. One site currently owned and operated by Koppers Inc. in the United States is listed on the National Priorities List promulgated under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA). Currently, at the properties acquired from Beazer East, which includes the National Priorities List site and all but one of which are permitted under the Resource Conservation and Recovery Act (RCRA), a significant portion of all investigative, cleanup and closure activities are being conducted and paid for by Beazer East pursuant to the terms of the Indemnity. In addition, other of Koppers Inc.’s sites are or have been operated under RCRA and various other environmental permits, and remedial and closure activities are being conducted at some of these sites.

To date, the parties that retained, assumed and/or agreed to indemnify us against the liabilities referred to above, including Beazer East, have performed their obligations in all material respects. Periodically, issues have arisen between Koppers Inc. and Beazer East and/or other indemnitors that have been resolved without arbitration. Koppers Inc. and Beazer East engage in discussions from time to time that involve, among other things, the allocation of environmental costs related to certain operating and closed facilities.

If for any reason (including disputed coverage or financial incapability) one or more of such parties fail to perform their obligations and we are held liable for or otherwise required to pay all or part of such liabilities without reimbursement, the imposition of such liabilities on us could have a material adverse effect on our business, financial condition, cash flows and results of operations. Furthermore, we could be required to record a contingent liability on our balance sheet with respect to such matters, which could result in a negative impact to our business, financial condition, cash flows and results of operations.

Domestic Environmental Matters. Koppers Inc. has been named as one of the potentially responsible parties (PRPs) at the Portland Harbor CERCLA site located on the Willamette River in Oregon. Koppers Inc. operated a coal tar pitch terminal near the site. Koppers Inc. has responded to a US Environmental Protection Agency (the EPA) information request and has executed a PRP agreement which outlines a private process to develop an allocation of past and future costs among more than 80 parties to the site. Koppers Inc. believes it is a de minimis contributor at the site.

The EPA issued its Record of Decision (ROD) in January 2017 for the Portland Harbor CERCLA site. The selected remedy includes a combination of sediment removal, capping, enhanced and monitored natural recovery and riverbank improvements. The ROD does not determine who is responsible for remediation costs. At that time, the net present value and undiscounted costs of the selected remedy as estimated in the ROD were approximately $1.1 billion and $1.7 billion, respectively. These costs will likely increase given the remedy has not and will not be implemented for several years. Responsibility for implementing and funding that work will be decided in the separate private allocation process which is ongoing and is expected to provide further clarification with respect to liability allocation in 2026. In November 2024, Koppers Inc. received a Special Notice Letter (SNL) from the EPA. The SNL was formally issued to approximately 60 parties and initiates negotiations between PRPs and the EPA for implementation of the ROD. In May 2025, Koppers Inc. submitted a response to the SNL to the EPA.

Additionally, Koppers Inc. is involved in two separate matters involving natural resource damages at the Portland Harbor site. One matter involves claims by the trustees to recover damages based upon an assessment of damages to natural resources caused by the releases of hazardous substances to the Willamette River. The assessment serves as the foundation to estimate liabilities for settlements of natural resource damages claims or litigation to recover from those who do not settle with the trustee groups. Koppers Inc. has agreed to resolve its natural resource damage liabilities for the assessment area pursuant to a consent decree lodged with the United States District Court for the District of Oregon in November 2023. The consent decree was approved by the District Court in October 2025, and one party has appealed that decision to the United States Court of Appeals for the Ninth Circuit. A second matter involves a lawsuit filed in January 2017 by the Yakama Nation in the United States District Court for the District of Oregon. Yakama Nation seeks recovery for response costs and the costs of assessing injury to natural resources to waterways beyond the current assessment area. Following the most recent court rulings, the Yakama Nation case has been stayed pending completion of the private allocation process for the Portland Harbor CERCLA site.

In September 2009, Koppers Inc. received a general notice letter from the EPA notifying it that it may be a PRP at the Newark Bay CERCLA site. Koppers Inc. operated a wood treating facility near the site in Newark, New Jersey. In January 2010, Koppers Inc. submitted a response to the general notice letter asserting that Koppers Inc. is a de minimis party at this site.

We have accrued the estimated costs of participating in the PRP groups at the Portland Harbor and Newark Bay CERCLA sites and estimated de minimis contributor settlement amounts at the sites totaling $3.7 million as of March 31, 2026. The actual cost could be materially higher as there has not been a determination of how those costs will be allocated among the PRPs at the sites. Accordingly, an unfavorable resolution of these matters may have a material adverse effect on our business, financial condition, cash flows and results of operations.

There are two plant sites related to the PC business and one plant site related to the Utility and Industrial Products business in our RUPS segment in the United States where we have recorded environmental remediation liabilities for soil and groundwater contamination which occurred prior to our acquisition of the businesses. As of March 31, 2026, our estimated environmental remediation liability for these acquired sites totals $3.6 million.

In June 2024, Koppers Inc. received a letter stating that the Illinois Attorney General’s Office (IL AGO) received an enforcement referral from the Illinois Environmental Protection Agency relating to certain alleged air emissions violations at our Stickney, IL facility. We are cooperating with IL AGO in connection with this matter.

We have not provided a reserve for the Stickney, IL enforcement matter because, at this time, we cannot reasonably determine the probability of a loss, and the amount of loss, if any, cannot be reasonably estimated. The timing of a resolution to this matter cannot be reasonably determined. Although Koppers Inc. is vigorously defending this matter, an unfavorable resolution of this matter may have a material adverse effect on our business, financial condition, cash flows and results of operations.

Foreign Environmental Matters. There is one plant site related to the PC business located in Australia where we have recorded an environmental remediation liability for soil and groundwater contamination which occurred prior to the acquisition of the business. As of March 31, 2026, our estimated environmental remediation liability for the acquired site totals $1.2 million.

Environmental Reserves Rollforward. The following table reflects changes in the accrual for environmental remediation. As of March 31, 2026 and December 31, 2025, $1.6 million and $1.8 million, respectively, were classified as current liabilities.


	Period ended
	March 31, 2026		December 31, 2025
(Dollars in millions)
Balance at beginning of period	$	10.2	$	10.3
Expense	0.0		0.5
Cash expenditures	(0.1)		(0.4)
Revision of reserves	(0.1)		(0.3)
Currency translation	0.0		0.1
Balance at end of period	$	10.0	$	10.2

13. Subsequent Events

On May 8, 2026, we announced that we have made a conditional decision to discontinue distillation and chemical manufacturing operations at our facility in Stickney, Illinois, subject to the satisfaction of any bargaining obligations that might exist with the union that represents certain employees at that facility. The conditional decision, which is pending negotiations and consultation with the union, was driven by challenging market conditions over the past decade, including unit operating costs outpacing our ability to capture higher pricing, reduced raw material supply from North American steel manufacturers and increased capital requirements. We anticipate winding down the remaining distillation and chemical production activities by December 31, 2026, pending discussions with the union. We are tentatively targeting fourth quarter 2026 for shifting production to our coal tar distillation facility located in Nyborg, Denmark. As part of this conditional decision, we continue to evaluate potentially appropriate uses for the Stickney facility following the end of production activities.

We expect this action to result in pre-tax charges to earnings of $227 million to $262 million through the end of 2029, $170 million to $195 million of which constitutes non-cash charges and approximately $57 million to $67 million of which constitutes cash expenditures. Estimates of the total pre-tax amount for each major type of cost associated with the discontinuation plan are: (i) retention and severance costs of approximately $5 million (including both for salaried and union employees, and pending negotiations and consultation with the union), (ii) accelerated depreciation and asset write-down costs of approximately $170 million to $195 million, and (iii) plant cleaning, waste disposal and demolition costs of approximately $52 million to $62 million.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report and any documents incorporated herein by reference contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and may include, but are not limited to, statements about sales levels, acquisitions, restructuring, declines in the value of Koppers assets and the effect of any related impairment charges, profitability and anticipated synergies, expenses and cash outflows. All forward-looking statements involve risks and uncertainties. All statements contained herein that are not clearly historical in nature are forward-looking, and words such as “outlook,” "guidance,” “forecast,” “believe,” “anticipate,” “expect,” “estimate,” “may,” “will,” “should,” “continue,” “plan,” “potential,” “intend,” “likely,” or other similar words or phrases are generally intended to identify forward-looking statements. Any forward-looking statement contained herein, in press releases, written statements or documents filed with the Securities and Exchange Commission, regarding future dividends, expectations with respect to sales, earnings, cash flows, operating efficiencies, restructurings, cost reduction efforts, transformation initiatives, product introductions or expansions, the benefits of acquisitions and divestitures, or other matters as well as financings and debt reduction, are subject to known and unknown risks, uncertainties and contingencies. Many of these risks, uncertainties and contingencies are beyond our control, and may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. Factors that might affect such forward-looking statements, include, among other things, availability of and fluctuations in the prices of key raw materials, including coal tar, lumber and scrap copper; the impact of changes in commodity prices, such as oil, copper and chemicals, on product margins; the successful implementation of multi-year cost mitigation programs; the extent of the dependence of certain of our businesses on certain market sectors and customers; economic, political and environmental conditions in international markets, including governmental changes, tariffs, restrictions on trade and restrictions on the ability to transfer capital across countries; geopolitical events (including the current war in the Middle East); current and potential future tariffs or duties; the ratings on our debt and our ability to repay or refinance our outstanding indebtedness as it matures; our ability to operate within the limitations of our debt covenants; capital market and banking market conditions, including interest rates, borrowing costs, foreign currency rate fluctuations, and general volatility; general economic and business conditions, including labor shortages, increased employee turnover and demand for our goods and services; disruptions and inefficiencies in the supply chain; unexpected business disruptions (including, but not limited to, labor disputes, natural disasters, weather conditions, fires, explosions, unscheduled or unplanned downtime, transportation interruptions, certain regional and world events or economic conditions and public health crises) and technology-related disruptions or failures (including, but not limited to, cyber attacks or other events) related to our technology infrastructure, or at key vendors which could impact our supply chain, or at key customers which could impact their operations and cause them to curtail or pause orders; potential difficulties in protecting our intellectual property; potential delays in timing or changes to expected benefits from cost reduction efforts; timing and results of any transformation initiatives, including estimates and assumptions related to the cost and the anticipated benefits of the transformation initiatives; potential impairment of our goodwill and/or long-lived assets; demand for our goods and services; the effects of competition in the industries in which we operate, including locations of competitors and operating and market competition; changes in laws, their interpretation, and their enforcement, including tax regulations, environmental regulations or accounting standards, third-party relations and approvals, and decisions of courts, regulators and governmental bodies; the impact of environmental laws and regulations and compliance therewith; parties who are obligated to indemnify us for liabilities, including legal and environmental liabilities, fail to perform under their legal obligations; and unfavorable resolution of litigation or other legal proceedings against us, as well as those discussed more fully elsewhere in this report and in documents filed with the Securities and Exchange Commission by Koppers, particularly our latest annual report on Form 10-K and subsequent filings. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report and the documents incorporated by reference herein may not in fact occur. Any forward-looking statements in this report speak only as of the date of this report, and we undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited financial statements and related notes included in Item 1 of this Part I as well as the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Overview

We are a leading integrated global provider of treated wood products, wood preservation chemicals and carbon compounds. Our products and services are used in a variety of niche applications in a diverse range of end-markets, including the railroad, specialty chemical, utility, residential lumber, agriculture, aluminum, steel, rubber and construction industries. We serve our customers through a comprehensive global manufacturing and distribution network, with manufacturing capabilities in North America, South America, Australasia and Europe. We operate three principal businesses: RUPS, PC and CMC.

Through our RUPS business, we believe that we are the largest supplier of railroad crossties to the Class I railroads in North America and the second largest producer of utility poles in the United States. Our utility poles are used in the electric, telephone, and broadband industries in the United States and Australia and construction pilings in the United States. In addition, we provide untreated wood products and rail joint bars to the railroad markets and inspection services to the utility markets. We also operate a business related to the recovery of used crossties, serving the same customer base as our North American railroad business.

Through our PC business, we believe that we are the global leader in developing, manufacturing and marketing wood preservation chemicals and wood treatment technologies for use in the pressure treating of lumber for residential, industrial and agricultural applications.

Our CMC business processes coal tar into a variety of products, including creosote, carbon pitch, carbon black feedstock and naphthalene, which are intermediate materials necessary in the pressure treatment of wood, and the production of aluminum, steel, carbon black and high-strength concrete.

Non-GAAP Financial Measures

We utilize certain financial measures that are not in accordance with U.S. GAAP to analyze and manage the performance of our business. We believe that adjusted EBITDA provides information useful to investors in understanding the underlying operational performance of the company, our business and performance trends, and facilitates comparisons between periods. The exclusion of certain items permits evaluation and a comparison between periods of results for business operations, and it is on this basis that our management internally assesses our performance. Adjusted EBITDA is the measure of profitability we use to evaluate our businesses. In addition, adjusted EBITDA is the primary measure used to determine the level of achievement of management's short-term incentive goals and related payout, as well as one of the measures used to determine performance and related payouts for certain performance share units granted to management prior to 2026.

Adjusted EBITDA is a non-GAAP financial measure defined as income before interest expense, income taxes, depreciation, amortization and other adjustments. These other adjustments are items that we believe are not representative of underlying business performance. Adjusted items typically include LIFO inventory effects, impairment, restructuring and plant closure costs, significant gains and losses on asset disposals or business combinations, mark-to-market commodity hedging, acquisition-related charges, cloud-computing amortization expenses and other unusual items. The LIFO expense adjustment removes the entire impact of LIFO and effectively reflects the results as if we were on a FIFO inventory basis. An adjusted EBITDA reconciliation is presented in the Segment Results section and reconciles net income to adjusted EBITDA on a consolidated basis.

Although we believe adjusted EBITDA enhances investors’ understanding of our business and performance, this non-GAAP financial measure should not be considered an alternative to GAAP financial measures and should be read in conjunction with the relevant GAAP financial measures. Other companies in a similar industry may define or calculate this measure differently than we do, limiting its usefulness as a comparative measure. Because of these limitations, this non-GAAP financial measure should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.

Outlook

Forward-looking statements, including the significant market indicators described below, are based upon current expectations and are subject to factors that could cause actual results to differ materially from those set forth below. Please see the “forward-looking statements” disclaimer in the above section for more information.

After considering the current intensely competitive environment, global economic conditions, as well as ongoing uncertainty associated with geopolitical and supply chain challenges, we commenced taking measures to streamline our organization to support an increasingly cost-conscious customer base. These actions, some of which are one-time savings and some of which are expected to be permanent savings, are intended to ensure that we grow our profitability and support a higher margin profile by leveraging a smaller global team highly focused on serving customer preferences. Through the planning phase that occurred throughout 2025, we believe we have identified actionable transformation initiatives to position Koppers for future success, creating a roadmap to reshape our company into a higher earning, higher margin, higher free cash flow and higher return on capital business over the next three years. These initiatives impact all facets of the organization and are focused on growing the more profitable businesses while continuing to selectively scale back our lower margin, capital intensive business. We believe this will grow earnings per share, lower our maintenance and capital requirements and consistently generate higher margins.

Significant areas of focus include:

•For our RUPS segment, our focus is to continue to (i) recoup cost increases, including the value of our creosote preservative in the market, (ii) maximize opportunities for increased volumes, including expanding our customer base in the midwestern and western utility pole markets and (iii) optimizing our network to better align capacity with demand and reduce operating costs.

•For our PC segment, our focus is to continue to (i) acquire new customers and grow organic market share in our residential preservatives markets, (ii) expand market share in our industrial preservatives markets and (iii) align and improve our cost structure.

•For our CMC segment, our focus is to continue to (i) execute on domestic plant restructuring projects including the closure of our Stickney, Illinois coal tar distillation plant by the end of 2026 (see Note 13), (ii) optimize and develop markets for enhanced carbon products and (iii) develop and implement global tar and pitch strategies to mitigate expected raw material cost increases.

Significant market indicators for our businesses include:

•The Railway Tie Association’s estimate of total crosstie purchases in 2026 is approximately 19.9 million ties, with approximately 13.4 million for Class I railroads, which is comparable to the 2025 estimate of crosstie purchases. Over the past few years, North American demand for crossties has been in the range of 18 million to 22 million crossties annually. We expect the crosstie market to remain stable and within this range. However, volumes for our business in any year can be affected by individual customer demands, logistics and business conditions.

•Market demand for utility poles is expected to grow over the next few years. The main driver for growth is the construction of data centers that support artificial intelligence development. The data centers that are being constructed nationwide consume large amounts of electricity. Other drivers of pole demand include aging pole infrastructure, the expansion of renewable energy, vehicle electrification, grid-hardening measures, and extreme weather protection. Our Utility Products business continues to focus on expanding its presence in the midwestern and western United States.

•Product demand for our PC business has historically been associated with consumer spending on home repair and remodeling projects in North America. The Leading Indicator of Remodeling Activity (LIRA) reported by the Joint Center for Housing Studies of Harvard University projects that year-over-year spending for annual homeowner renovation and maintenance expenditures is expected to grow by 2.1 percent in the middle of 2026 before easing to 1.6 percent by the end of 2026. Our PC business expects higher volumes through market share growth and acquiring new customers supported by the LIRA projections.

•For the external markets served by our CMC business, we have experienced a slowdown in manufacturing overall as well as in the steel, aluminum and carbon black industries. The availability of coal tar, the primary raw material for our CMC business, is linked to levels of metallurgical coke production. As the global steel industry, excluding Asia, has reduced the production of steel using metallurgical coke, the volumes of coal tar have been reduced. We are actively working to mitigate the impacts of the long-term decline of coal tar supply by gaining market acceptance for petroleum-blended products. We are also investing in projects to increase distillation yields and balance raw material supply and cost with customer demand and pricing.

Our businesses and results of operations are affected by various competitive and other factors including (i) the impact of global economic conditions on demand for our products, including the impact of imported products from competitors in certain regions where we operate as well as tariffs and international trade policy; (ii) raw material pricing and availability, in particular the cost and availability of hardwood lumber for railroad crossties, softwood lumber for utility poles, scrap copper prices, and the cost and amount of coal tar available in global markets, which is negatively affected by reductions in blast furnace steel production; (iii) volatility in oil prices, which impacts the cost of coal tar and certain other raw materials, as well as selling prices and margins for certain of our products including carbon black feedstock and naphthalene; (iv) competitive conditions in our performance chemicals business and global carbon pitch markets; (v) the effectiveness of our commodity hedging programs; (vi) changes in foreign exchange rates; and (vii) the other factors set forth in the "forward-looking statements" disclaimer. Any or all of these or other factors, including those set forth in our Annual Report on Form 10-K, could impact our actual results for 2026.

Trade Tariff Uncertainties

Our outlook reflects plans to substantially offset costs related to import and export tariffs, where possible, but there is continued uncertainty regarding the implementation dates and scope of potential additional tariffs, as well as potential retaliatory trade policy. As a result of these items, our outlook may vary. See also Item 1A. Risk Factors in our Form 10-K for the year ended December 31, 2025.

Seasonality and Effects of Weather on Operations

Our quarterly operating results fluctuate due to a variety of factors that are outside of our control, including inclement weather conditions, which in the past have affected operating results. Operations at some of our facilities have at times been reduced during the winter months. Moreover, demand for some of our products declines during periods of inclement weather. As a result of the foregoing, we anticipate that we may experience material fluctuations in quarterly operating results. Historically, our operating results have been significantly lower in the first and fourth calendar quarters as compared to the second and third calendar quarters.

Results of Operations – Comparison of Three Months Ended March 31, 2026 and 2025

Consolidated Results


	Three Months Ended March 31,
	2026		2025		Change		% Change
(Dollars in millions)
Net sales:
Railroad and Utility Products and Services	$	220.0	$	235.0	$	(15.0)	(6.4)	%
Performance Chemicals	142.1		120.9		21.2		17.5	%
Carbon Materials and Chemicals	93.2		100.6		(7.4)		(7.4)	%
Total	$	455.3	$	456.5	$	(1.2)	(0.3)	%

RUPS net sales decreased due to customer mix in our Class I crosstie business, lower activity in our maintenance-of-way businesses, including approximately $9.6 million related to the sale of our railroad services business during the third quarter of 2025, and price decreases across multiple markets, particularly for crossties. These decreases were partly offset by increased volumes in our domestic utility pole business, including our acquisition of a western U.S. pole procurement business, and higher volumes in our commercial crosstie business. Foreign currency changes had a favorable impact on sales in the current year period of $1.4 million compared to the prior year period, mainly from our Australian utility pole business.

PC net sales increased due to a 15 percent volume increase along with higher sales prices, in each case, primarily in the Americas. Foreign currency changes from our international markets had a favorable impact on sales in the current year period of $2.7 million compared to the prior year period.

CMC net sales decreased mainly due to lower phthalic anhydride volumes of $13.9 million as we ceased production of the product in the second quarter of 2025 and lower sales prices across most products, especially carbon pitch where prices were down approximately nine percent globally driven by market dynamics. These decreases were partly offset by volume increases for carbon pitch, naphthalene and carbon black feedstock. Foreign currency changes from our international markets had a favorable impact on sales in the current year period of $7.6 million compared to the prior year period.

Cost of sales as a percentage of net sales was 81 percent, compared to 77 percent in the prior year period as higher raw material and operating expenses combined with lower sales prices. Significant items impacting cost of sales in individual operating segments are discussed as part of "Segment Results" herein.

Depreciation and amortization expenses were $1.4 million higher when compared to the prior year period primarily as a result of depreciation on recent capital expenditures as well as higher asset retirement obligations in our European CMC operations.

Impairment and restructuring charges in the current year period represent costs associated with the decision to idle two plants in our RUPS business, consulting services related to our comprehensive assessment of our businesses and discontinuing phthalic anhydride production at our facility in Stickney, Illinois. In the prior year period, it also includes our workforce reduction program across selected U.S. locations to streamline operations and reduce costs. See Note 2 - Restructuring.

(Gain) on sale of assets for the three months ended March 31, 2026 was primarily related to the liquidation of KCCC.

Interest expense was $1.6 million lower when compared to the prior year period due to lower interest rates and lower borrowings.

Loss on pension settlement in the prior year period represents the settlement loss recorded as a result of the termination of our United States qualified pension plan as discussed in Note 10 - Pensions and Post-Retirement Benefit Plans.

Income tax expense increased by $4.1 million when compared to the prior year period due primarily to higher income before income taxes. See Note 8 – Income Taxes.

Segment Results


	Three Months Ended March 31,
	2026			2025			Change			% Change
(Dollars in millions)
Adjusted EBITDA:
Railroad and Utility Products and Services	$	22.6		$	25.5		$	(2.9)		(11.4)	%
Performance Chemicals	25.8			20.1			5.7			28.4	%
Carbon Materials and Chemicals	0.9			9.9			(9.0)			(90.9)	%
Total	$	49.3		$	55.5		$	(6.2)		(11.2)	%
Adjusted EBITDA margin as a percentage of GAAP sales:
Railroad and Utility Products and Services	10.3		%	10.9		%	(0.6)		%	(5.5)	%
Performance Chemicals	18.2		%	16.6		%	1.6		%	9.6	%
Carbon Materials and Chemicals	1.0		%	9.8		%	(8.8)		%	(89.8)	%

RUPS adjusted EBITDA decreased due primarily to lower net sales prices, lower sales volumes and lower activity in our maintenance-of-way businesses, including approximately $0.6 million related to the sale of our railroad services business during the third quarter of 2025.

PC adjusted EBITDA increased due primarily to higher sales volumes and prices, partly offset by $2.4 million of higher raw material and operating costs. Higher raw material costs were unfavorably impacted by scrap copper costs, net of the benefit realized from our copper-hedging program.

CMC adjusted EBITDA decreased due to lower sales prices as well as higher operating and raw material costs. These decreases were partly offset by the operating cost savings from discontinuing phthalic anhydride production at our facility in Stickney, Illinois.

Adjusted EBITDA Reconciliation. The following table reconciles net income to adjusted EBITDA on a consolidated basis:


	Three Months Ended March 31,
		2026		2025
(Dollars in millions)
Net income (loss)		$	7.1	$	(13.9)
Interest expense		15.0		16.6
Depreciation and amortization		19.4		18.0
Income tax provision (benefit)		0.8		(3.3)
Sub-total		42.3		17.4
Adjustments to arrive at adjusted EBITDA:
Acquisition inventory step-up amortization		0.3		0.0
Amortization of cloud-based software implementation costs		0.5		0.3
(Gain) on sale of assets		(4.3)		(0.3)
Impairment, restructuring and plant closure costs(1)		7.8		20.0
LIFO benefit(2)		(1.2)		(1.8)
Mark-to-market commodity hedging losses (gains)		3.9		(9.1)
Pension settlement and expense		0.0		29.0
Total adjustments		7.0		38.1
Adjusted EBITDA		$	49.3	$	55.5

(1)See Note 2 - Restructuring.

(2)The LIFO expense adjustment removes the entire impact of LIFO and effectively reflects the results as if we were on a FIFO inventory basis.

Cash Flow

Net cash provided by operating activities for the three months ended March 31, 2026 was $46.3 million compared to net cash used in operating activities of $22.7 million in the prior year. For both periods, the primary source of cash was net income, excluding non-cash items, principally depreciation and in 2025, the pension settlement loss. Working capital usage improved in the current year primarily as a result of the timing of receipts and payments as well as a reduction in inventory. Additionally, in 2025, working capital was negatively impacted by pension funding of approximately $14 million in connection with the settlement.

Net cash used in investing activities for the three months ended March 31, 2026 was $10.5 million compared to $17.6 million in the prior year. The decrease was due primarily to cash paid in 2025 for a land transfer associated with our agreement to liquidate KCCC.

Net cash used in financing activities for the three months ended March 31, 2026 was $31.0 million compared to net cash provided by financing activities of $28.7 million in the prior year. In the current year, the primary uses of financing cash flows were repurchases of common stock, including payments related to taxes withheld under stock-based compensation plans, and dividends. In the prior year, the primary source of financing cash flows was net borrowings of $49.1 million and the primary uses of financing cash flows in the prior year were repurchases of common stock, including payments related to taxes withheld under stock-based compensation plans, and dividends.

Liquidity and Capital Resources

As of March 31, 2026, liquidity from our Credit Facility and cash on hand was approximately $386 million. Our Credit Facility is described in Note 11 – Debt.

Our need for cash in the next twelve months relates primarily to contractual obligations which include debt service, purchase commitments and operating leases, as well as working capital, capital spending, dividends, share repurchases and plant consolidations and closure. We may also use cash to pursue other potential strategic acquisitions. Capital expenditures in 2026, excluding acquisitions, if any, are expected to total approximately $55 million and are expected to be funded by cash from operations. We anticipate that our liquidity will continue to be adequate to fund our cash requirements for at least the next twelve months.

We manage our working capital to increase our flexibility to pay down debt. The amount of our outstanding debt and our overall cash flows will fluctuate throughout any operating period based upon, among other things, the timing of receipts from customers and payments to vendors. As of March 31, 2026, approximately 85 percent of accounts payable was current and 15 percent was 1-30 days past due. As of December 31, 2025, approximately 95 percent of accounts payable was current and 5 percent was 1-30 days past due.

Restrictions on Dividends to Koppers Holdings Inc.

Koppers Holdings Inc. depends on the dividends from the earnings of Koppers Inc. and its subsidiaries to generate the funds necessary to meet its financial obligations, including the payment of any declared dividend of Koppers Holdings Inc. The Credit Facility permits Koppers Inc. to make dividend payments to Koppers Holdings Inc. if certain conditions are met, including, among other permitted dividend payments, the ability to fund the payment of regularly scheduled dividends on Koppers Holdings Inc. common stock and repurchases of Koppers Holdings Inc. common stock, in an aggregate amount per fiscal year not to exceed the greater of $50.0 million, with unused amounts in any fiscal year being carried over to the succeeding fiscal year, and 6.0 percent of market capitalization.

Bank Debt Covenants

The bank debt covenants that affect availability of the Credit Facility and which may restrict the ability of Koppers Inc. to pay dividends include the following financial ratios:

•The total net leverage ratio is calculated as of the last day of each fiscal quarter in accordance with the Credit Facility definitions of consolidated total net debt divided by consolidated EBITDA and is not permitted to exceed 4.75. The total net leverage ratio as of March 31, 2026 was 3.4.

•The cash interest coverage ratio, calculated as of the last day of each fiscal quarter, is not permitted to be less than 2.0. The cash interest coverage ratio as of March 31, 2026 was 4.4.

We are currently in compliance with all covenants governing the Credit Facility. Our continued ability to meet these financial covenants may be affected by events beyond our control.

Legal Matters

The information set forth in Note 12 to the Condensed Consolidated Financial Statements of Koppers Holdings Inc. included in Item 1 of this Part I is incorporated herein by reference.

Recently Issued Accounting Guidance

The information set forth in Note 1 to the Condensed Consolidated Financial Statements of Koppers Holdings Inc. included in Item 1 of this Part I is incorporated herein by reference.

Critical Accounting Policies

There have been no material changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Environmental and Other Matters

The information set forth in Note 12 to the Condensed Consolidated Financial Statements of Koppers Holdings Inc. included in Item 1 of this Part I is incorporated herein by reference.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There are no material changes to the disclosure on this matter made in Item 7A of Part II of our Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 4. CONTROLS AND PROCEDURES

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer and utilizing the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control – Integrated Framework (2013), have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures were effective as of the end of the period covered by this report.

In the first quarter of 2026, we completed another phase of our new enterprise resource planning (ERP) system implementation and migrated part of our RUPS business onto the new system. As a result, we have implemented updates and changes to our current processes and related control activities. As the phased implementation continues over the next several years, we will continue to experience certain changes to our processes and procedures which will result in changes to our internal controls over financial reporting. There are inherent risks in implementing an ERP system and, accordingly, management will continue to evaluate the design and operating effectiveness of these controls.

Except as noted above, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note 12 to the Condensed Consolidated Financial Statements of Koppers Holdings Inc. included in Item 1 of Part I of this report is incorporated herein by reference.

ITEM 1A. RISK FACTORS

There have been no material changes to the Risk Factors previously disclosed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth information regarding Koppers Holdings’ repurchases of shares of its common stock during the three months ended March 31, 2026:


Period	Total Number of Common Shares Purchased (1)	Average Price paid per Common Share (2)		Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Common Shares that May Yet be Purchased Under the Plans or Programs (Dollars in Millions)
January 1 - January 31	0	$	0.00	0	$	66.5
February 1 - February 28	38,505	$	37.77	38,505	$	65.0
March 1 - March 31	541,913	$	37.67	541,913	$	44.6
Total	580,418			580,418

(1)On February 27, 2025, we announced that the board of directors approved a $100 million share repurchase program. The repurchase program has no expiration date.

(2)Excludes any fees or commissions associated with the share repurchases.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended March 31, 2026, none of our directors or executive officers adopted, modified or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

ITEM 6. EXHIBITS


10.1*			Transition Agreement and General Release with Jimmi Sue Smith.
10.2			First Amendment to the Koppers Holdings Inc. Amended and Restated Employee Stock Purchase Plan (Incorporated herein by reference to Exhibit 99.2 to our Registration Statement on Form S-8 filed on May 8, 2026 (File No. 333-295681)).
10.3*			Form of Restricted Stock Unit Issuance Agreement Non-Employee Director - Time Vesting .
31.1*			Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*			Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*			Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document.
101.SCH*			Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	KOPPERS HOLDINGS INC. (REGISTRANT)
Date: May 8, 2026	By:	/s/ BRADLEY A. PEARCE
		Bradley A. Pearce Interim Chief Financial Officer and Treasurer and Chief Accounting Officer
		(Principal Financial Officer and Duly Authorized Officer)

Document

Exhibit 10.1

Counterpart No.

CONFIDENTIAL TRANSITION AGREEMENT AND GENERAL RELEASE

This Confidential Transition Agreement and General Release ("Release") is entered into by and between JIMMI SUE SMITH ("Employee") and KOPPERS INC. or a Subsidiary of Koppers Inc. ("Koppers"). A “Subsidiary” is defined as a company in which Koppers Inc. owns, directly or indirectly, at least twenty percent (20%) of the voting stock.

WHEREAS, Employee has been employed by Koppers since February 2020, and from January 1, 2022 to January 5, 2026 as Chief Financial Officer and Treasurer;

WHEREAS, Koppers and the Employee agreed that Employee would retire from the position of Chief Financial Officer effective January 5, 2026;

WHEREAS, Employee remained employed by Koppers in an advisory capacity and in her role as Treasurer of Koppers until February 28, 2026;

WHEREAS, Employee’s employment with Koppers terminated on February 28, 2026;

WHEREAS, as the result of the termination of this employment, Employee is eligible for approximately six weeks of final base annual salary as severance pay under the Koppers Inc. Severance Pay Plan for Salaried Employees ("Severance Plan") provided that Employee signs this Release and adheres to the non-disclosure and non-competition restrictions set forth in this Release;

WHEREAS, in lieu of the severance pay to which Employee is otherwise entitled under the Severance Plan, Koppers desires to provide Employee with enhanced severance pay of twelve (12) months of final base annual salary, along with other severance benefits as described below, provided that Employee signs and does not revoke this Release and adheres to the non-disclosure and non-competition restrictions set forth in this Release;

WHEREAS, Koppers and Employee wish also to resolve, finally and completely and with prejudice, and without judicial or administrative intervention, any and all other matters between them relating to Employee’s employment with Koppers, the terms and conditions of that employment, and the termination of that employment; and

NOW, THEREFORE, in consideration of the above recitals and the mutual promises and covenants set forth below, Employee and Koppers, each intending to be legally bound, agree as follows:

Section 1 -- Termination of Employment

A.Termination of Employment: By execution of this Release, Employee acknowledges that Employee’s employment with Koppers has been irrevocably terminated effective February 28, 2026 (“Separation Date”).

B.Investment Savings Plan/Other Compensation or Benefit Plans: As of the Separation Date, Employee will cease to be eligible to make contributions, and Employee will cease to

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be eligible to receive contributions from Koppers or its affiliates, into the Employee Savings Plan of Koppers Inc. and Subsidiaries except that nothing in this Release affects Employee’s eligibility to receive, upon the termination of employment, the vested portion of Employee’s account balance under such plan in accordance with the terms of said plan. In addition, as of the Separation Date, Employee will cease to be eligible to participate in all other compensation, or benefit plans or programs sponsored by Koppers or its affiliates including, but not limited to, the Travel Accident Insurance Plan of Koppers Inc. for Regular Salaried Employees, and the Koppers Salary Continuation Plan, except as otherwise specifically provided in this Release.

C.Vacation: Upon the termination of employment with Koppers, Employee will be entitled to be paid and will be paid for 27 hours of accrued unused vacation, to the extent it remains unused as of the Separation Date.

D.Transition of Responsibilities: During the Severance Pay Period, described in Section 2 below, Employee will be available upon reasonable request and at mutually convenient times to respond to requests for information pertaining to Employee’s prior work responsibilities.

E.Koppers Property: Within one (1) week of the Separation Date, and in any event before accepting any monetary payment from Koppers pursuant to Section 2 below, Employee must return to Koppers all files, memoranda, documents, records, electronic records, software, copies of the foregoing, credit cards, keys, cell phones, computers, and any other property of Koppers or any other Released Party in Employee’s possession.

Section 2 -- Severance Pay Period

For purposes of this Release, the period from March 1, 2026, through February 28, 2027, will hereinafter be referred to as the "Severance Pay Period."

A.Severance Payment: During the Severance Pay Period and provided that Employee signs and does not revoke this Release and complies with all other terms of this Release, Employee shall continue to receive from Koppers Employee’s regular bi-weekly salary in substantially equal installments of Sixteen Thousand Nine Hundred Twenty-Three Dollars and Eight Cents ($16,923.08), less deductions required by law. Severance payments will be made in accordance with the applicable payroll cycle. Koppers’ total gross payment hereunder to Employee shall be approximately Four Hundred Forty Thousand Dollars and Zero Cents ($440,000.00), which Employee acknowledges and agrees constitutes twelve (12) months of her base compensation. Employee expressly acknowledges that this constitutes severance pay being paid in installments during the Severance Pay Period.

B.Benefits to Which Employee will be Eligible: Employee’s Koppers sponsored benefits ceased and forever terminated on February 28, 2026. The date of the “qualifying event” for purposes of Employee electing continued health coverage under the Koppers sponsored health plan pursuant to the continuation coverage provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) shall be the Separation Date.

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Employee and, as may be applicable, Employee’s eligible dependents, may elect COBRA continuation coverage, in accordance with the terms of the applicable plan, for the following plans provided that Employee previously elected coverage while an active employee: (i) Comprehensive Medical Benefits Plan of Koppers Inc. for Salaried Employees; (ii) Dental Expense Plan for Salaried Employees of Koppers Inc.; and (iii) Vision Plan. If Employee elects COBRA continuation coverage, Koppers’ COBRA administrator will bill Employee directly for such coverage, and Employee will submit all required payments directly to the COBRA administrator. If Employee signs and does not revoke this Release, Koppers will subsidize applicable COBRA premiums by an amount equal to the employer share of benefit premiums paid by active employees, until the earliest of (i) Employee becoming eligible to be covered under another employer’s program of insurance benefits; and (ii) the last day of the month in which the Employee’s Severance Pay Period concludes. The COBRA administrator will apply such subsidy to Employee’s COBRA premium. Should Employee become eligible to be covered by another employer-sponsored health or insurance plan at any time prior to the last scheduled severance payment Employee is to receive under paragraph 2(A) above, Employee agrees to notify Koppers in writing within 10 days of such event whereupon Koppers’ obligation to provide such coverage shall automatically terminate. If Employee is eligible to continue COBRA coverage after the Koppers subsidy ends, Employee may do so at Employee’s sole expense. In the event there is any conflict between this Release and plan documents, the plan documents will govern.

C.2025 Annual Incentive Plan: Pursuant to the Koppers Annual Incentive Plan, Employee is entitled to receive bonus compensation based on the terms of the plan, including being employed on the date payment is due and payable (the “Incentive Bonus”). Provided that Employee signs and does not revoke this Release and complies with all other terms of this Release, Employee shall receive the earned bonus amount for calendar year 2025. Employee will be paid the 2025 Incentive Bonus in a lump sum, less deductions required by law, according to Employer’s standard payroll practices for incentive bonuses, based on which Koppers anticipates Employee will be paid the Incentive Bonus on or around April 4, 2026. Notwithstanding the foregoing, the terms of the Annual Incentive Plan that do not conflict with this Release remain in full force and effect. To the extent the terms of the Annual Incentive Plan conflict with this Release, the terms of this Release will control.

D.2026 Annual Incentive Plan: Provided that Employee signs and does not revoke this Release and complies with all other terms of this Release, Employee shall receive the full amount of her 2026 Annual Incentive Plan bonus in the amount of Three Hundred Thirty Thousand Dollars and Zero Cents ($330,000.00). Employee will be paid the 2026 Annual Incentive Plan bonus in a lump sum, less deductions required by law, according to Employer’s standard payroll practices for incentive bonuses, based on which Koppers anticipates Employee will be paid the 2026 Annual Incentive Plan bonus on or around April 8, 2027. Notwithstanding the foregoing, the terms of the Annual Incentive Plan that do not conflict with this Release remain in full force and effect. To the extent the terms of the Annual Incentive Plan conflict with this Release, the terms of this Release will control.

E.Payment in Lieu of 2024 and 2025 Company Equity Awards: Pursuant to the Koppers 2020 Long-Term Incentive Plan, as amended and restated, Employee was granted certain Restricted Stock Units and Performance Share Units (including the “Equity Agreements”) in Koppers. Employee acknowledges and agrees that, pursuant to the terms of the Equity Agreements, the Restricted Stock Units and Performance Share Units are subject to vesting requirements, which, as of

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the Separation Date, were not met for certain unvested Restricted Stock Units and Performance Share Units awarded in 2024 and 2025. Provided that Employee signs and does not revoke this Release and complies with all other terms of this Release, Koppers agrees to provide a cash payment of ninety-five thousand nine hundred dollars and zero cents ($95,900.00), less deductions required by law, as additional consideration. Notwithstanding the foregoing, the terms of the Equity Agreements that do not conflict with this Release remain in full force and effect. To the extent the terms of any of the Equity Agreements conflict with this Release, the terms of this Release will control. The foregoing shall be paid to Employee on or around the Effective Date of this Release in accordance with Koppers regular payroll practices.

F.Payment in Lieu of 2026 Company Equity Award: Employee did not receive an equity award pursuant to Koppers Long-Term Incentive Plan, as amended and restated, in 2026. Provided that Employee signs and does not revoke this Release and complies with all other terms of this Release, Koppers agrees to provide a cash payment of Twenty-Seven Thousand Five Hundred Dollars and Zero Cents ($27,500.00), less deductions as required by law, as additional consideration, which is an amount equal to the two-month pro rata portion of Employee’s final base annual salary at the target level of one hundred twenty five percent (125%), subject to customary and lawful deductions. The foregoing shall be paid to Employee on or around the Effective Date of this Release in accordance with Koppers regular payroll practices.

G.Outplacement Services: Provided that Employee signs and does not revoke this Release and complies with all other terms of this Release, Employee will receive six (6) months of outplacement services by a vendor selected by Koppers.

H.Sufficiency of Consideration: The benefits provided in Section 2 shall be collectively referred to in this Release as the “Consideration.” Employee expressly acknowledges that, during the Severance Pay Period and otherwise, Employee shall not receive any payment or benefit from Koppers other than those specified above and that Koppers shall not be required to make any further payment or provide any further benefit to Employee or on her behalf, for any reason whatsoever, either during the Severance Pay Period or thereafter. Employee acknowledges and agrees that the Consideration constitutes compensation and benefits to which Employee is not otherwise entitled and is adequate consideration for all terms and covenants, including those in Sections 3 and 4 below, contained in this Release.

Section 3 -- Complete Release

A.In General: Employee agrees to irrevocably and unconditionally release any and all Claims Employee may now have against Koppers and the Released Parties as set forth in this Section 3.

B.Released Parties: The “Released Parties” are Koppers, Koppers Inc., Koppers Holdings Inc., Subsidiaries and all related Koppers entities and, with respect to each of them, their predecessors and successors; all of their current and former employees, officers, directors, agents, insurers, employee benefit plans, plan fiduciaries, funds, programs, or arrangements providing pension, welfare, and fringe benefits; and their successors and/or assigns, jointly and individually.

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C.Claims Released: Employee understands and agrees that Employee is releasing all known and unknown claims, promises, causes of action, fees, damages, debts, obligations, liabilities, expenses or similar rights of any type that Employee may have or ever had (the "Claims") against any Released Party arising out of or in any way related to Employee’s hiring, employment with Koppers, the terms and conditions of employment with Koppers, the termination of employment with Koppers, and the continuing effects thereof. Employee further understands that the Claims being released may arise under many different laws and under any possible legal, equitable, statutory, contractual, or tort theory, including, but by no means limited to:

1. Anti-discrimination statutes, such as all Claims under any federal, state, or local law, statute, ordinance, regulation, or executive order that prohibits employment discrimination, harassment, or retaliation based on religion, national origin, ancestry, marital status, sex, sexual orientation, age, race, color, handicap, disability, retaliation, or any other characteristic proscribed by law or activity protected by law, including but not limited to the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; 42 U.S.C. § 1981; the Equal Pay Act; the Americans with Disabilities Act; the Pennsylvania Human Relations Act; and any other federal, state, or local law, and any amendments thereto, that prohibits employment discrimination, harassment or retaliation of any kind.

2. Federal, state, and local employment statutes, such as all Claims under the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; all Claims under the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; the Pennsylvania Whistleblower Law; the Pennsylvania Public Employee Relations Act; and all Claims under any law that restricts an employer’s right to terminate employees or otherwise regulates employment, including but not limited to whistleblower laws.

3. Tort and Contract Claims, such as all Claims of wrongful or constructive discharge, physical or personal injury, emotional distress, fraud, fraud in the inducement, negligent misrepresentation, defamation, invasion of privacy, interference with contract or with prospective economic advantage, breach of express or implied contract, and breach of covenants of good faith and fair dealing; and all similar or related Claims.

4. Other examples of released Claims, include, but are not limited to all Claims for compensation, bonuses, cash awards, lost wages, vacation pay or sick pay; all Claims for short-term or long-term disability benefits; all Claims for severance or separation pay or benefits under the Severance Plan or otherwise; and all Claims for attorneys' fees or other indemnities.

Employee understands that Employee is releasing Claims that Employee may not know about. That is Employee’s knowing and voluntary intent, even though Employee recognizes that someday Employee might learn that some or all of the facts Employee currently believes to be true are untrue and even though Employee might then regret having signed this Release. Nevertheless, Employee is assuming that risk and agrees that this Release shall remain effective in all respects in any such case.

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Employee expressly waives all rights Employee might have under any law that is intended to protect Employee from waiving unknown Claims and understands the significance of doing so. Employee also covenants that, to Employee’s knowledge, Employee has not sustained any work-related injury during employment at Koppers.

D.Rights Not Released: Employee does not waive, nor shall this Release be construed to waive, any right which is not subject to waiver as a matter of law, or any right which arises after the date of Employee’s execution of this Release.

Section 4 -- Employee ’s Promises

A.Pursuit of Released Claims: Employee represents that Employee has not filed or caused to be filed, and agrees that Employee will not file or cause to be filed, any lawsuit of any kind arising out of or relating to employment with Koppers, the terms and conditions of that employment, or the termination of employment. This Release does not prohibit Employee from filing an administrative charge of alleged employment discrimination, harassment, or retaliation under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, or the Americans with Disabilities Act of 1990, or filing an unfair labor practice charge with the National Labor Relations Board (“NLRB”) or participating in a NLRB or other administrative agency proceeding on Employee’s or another’s behalf; however, Employee represents that Employee has not to date filed or caused to be filed any such administrative charge and, further, agrees that Employee hereby waives any right to monetary or other recovery should any federal, state, or local administrative agency pursue any claim on Employee’s behalf. This means that by signing this Release, Employee has waived any right Employee had to obtain a recovery if such administrative agency pursues a claim against Koppers or any of the Released Parties based on any action taken by Koppers or any of the Released Parties prior to the date of Employee’s execution of this Release and that Employee will have released Koppers and the Released Parties of any and all Claims, and the continuing effects of any and all Claims, of any nature arising up to the date of Employee’s execution of this Release. Nothing in this Release prohibits Employee from communicating with or participating in any investigation or proceeding before the Securities and Exchange Commission (“SEC”) or any other securities regulatory agency or limits Employee’s right to receive an award for information provided to the SEC or any other securities regulatory agency.

B.Non-admission of Liability: Employee agrees that Koppers entry into this Release is not to be construed as, and is not, an admission that Koppers or any Released Party violated any of its duties or obligations to Employee or treated Employee improperly, unlawfully, or unfairly in any manner whatsoever. Neither this Release nor the implementation thereof shall be construed to be, or shall be admissible in any proceedings as, evidence of an admission by Koppers or any Released Party of any violation of or failure to comply with any federal, state, or local law, common law, agreement, rule, regulation, or order.

C.Cooperation; Non-Disparagement: Employee agrees for a period of two years following the termination of Employee’s employment with Koppers, (1) to remain contactable by Koppers and, to a reasonable extent, to cooperate with Koppers, its counsel, and other representatives regarding matters arising out of or related to Employee’s service to Koppers, including, without

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limitation, investigations or legal disputes involving matters arising during Employee’s employ in which Employee was involved or in which Employee is knowledgeable of relevant information, and Koppers shall reimburse Employee for reasonable expenses incurred in connection with such cooperation in investigations or legal disputes; and (2) not to make any disparaging statements about Koppers to any of Koppers' customers, employees, clients, contractors, suppliers, or to the media or to any other person either orally or by any other medium of communication, including Internet communication. As used herein, the term "disparaging statement" means any communication, oral or written, that is reckless or maliciously untrue. The foregoing is not intended to preclude or dissuade Employee from reporting possible securities law violations to the Securities and Exchange Commission or any other federal or state regulatory authority, filing an administrative charge or participating in an administrative proceeding, or engaging in protected activities, including concerted activities protected by the National Labor Relations Act (“NLRA”), such as discussing wages, benefits, or other terms and conditions of employment with others, including government agencies, former coworkers, and labor organizations; or legally required activities (“NLRA Protected Activities”).

D.Confidential Information:

1.Employee Representations. Employee recognizes and acknowledges that:

(i)during the course of employment with Koppers it was necessary for Employee to acquire information which could have included, in whole or in part, without limitation, trade secrets and information concerning Koppers’ products, processes, methods, engineering, technology, purchasing, marketing, selling and services not generally known in the industry, including information relating to Koppers’ research, development, sales, sales volume, sales methods, sales proposals, billing methods, customers and prospective customers, identity of customers and prospective customers, identity of key purchasing personnel in the employ of customers and prospective customers, amount or kind of customer's purchases from Koppers, Koppers’ sources of supply, Koppers’ computer programs, system documentation, special hardware, product hardware, related software development, Koppers’ manuals, formulae, processes, methods, machines, compositions, ideas, improvements, inventions or other confidential or proprietary information belonging to Koppers (or for which Koppers is responsible) or relating to Koppers’ affairs (collectively referred to herein as the "Confidential Information");

(ii)the Confidential Information is the property of Koppers;

(iii)the use, misappropriation or disclosure of the Confidential Information would constitute a breach of trust and could cause irreparable injury to Koppers; and

(iv)it is essential to the protection of Koppers’ good will and to the maintenance of Koppers’ competitive position that the Confidential Information be kept secret.

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2.Limitations on Employee. Employee agrees not to disclose, or make accessible, the Confidential Information to any other person, business, firm or corporation, or use the Confidential Information to Employee’s own advantage or the advantage of others after the termination of employment with Koppers for the maximum duration permissible under applicable law.

3.Exceptions. Nothing in this Section shall prohibit Employee from providing truthful information in response to any lawful subpoena or governmental or administrative agency investigation. Further, Employee will not be held liable under any federal or state trade secret law for any disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law or in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee files a lawsuit for retaliation by Koppers for reporting a suspected violation of law, Employee may disclose trade secrets to Employee’s attorney and use the trade secret information in the court proceeding if Employee files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Further, the foregoing is not intended to preclude or dissuade Employee from engaging in NLRA Protected Activities.

E.Non-Competition:

1.Limitations on Employee. During the Severance Pay Period, or any period of non-solicitation or non-competition set forth in any Employment Terms and Conditions Agreement between Koppers and Employee, whichever is longer, Employee covenants and agrees that Employee shall not, directly or indirectly, acting alone or in conjunction with others:

(i) (a) become an officer, owner (other than having less than two (2%) percent ownership of a publicly traded corporation stock) or director of a Competing Business or

(b) be a consultant to, be employed by, or otherwise render services to or on behalf of a Competing Business in a capacity that is similar to the one held at Koppers;

in each case of (i)(a) and (i)(b) above, anywhere in the United States or Canada where Employee performed services on behalf of Koppers;

(ii) solicit, for the purpose of offering or attempting to offer any service, product or other application which is the same as or similar to the services, products or other applications offered or in the process of being developed by Koppers within the last year prior to the termination of employment with Koppers, any of Koppers’ customers (i) to whom Employee was assigned or whom Employee serviced, solicited or called upon, (ii) with whom Employee had a material contact, or (iii) about whom Employee learned Confidential Information; or

(iii) solicit or attempt to solicit any employee of, or consultant to Koppers, which employee or consultant had been rendering services to Koppers at

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any time within the six (6) month period immediately preceding the termination of Employee’s employment, to leave the employ of, or no longer render service to or for the benefit of Koppers.

2.Employee Representations. Employee represents that Employee’s experience and capabilities are such that the provisions of this paragraph will not prevent Employee from earning a livelihood and acknowledges that it would cause Koppers serious and irreparable injury and cost if Employee were to use Employee’s ability and knowledge in competition with Koppers or to otherwise breach the obligations contained in this paragraph. Employee recognizes and acknowledges that Koppers conducts business on a national and international basis and, therefore, Employee agrees that this restriction is reasonable and necessary to protect Koppers’ business interests and is not intended to preclude or dissuade Employee from engaging in NLRA Protected Activities.

3.Definition. The term "Competing Business" shall mean any person, corporation, partnership, joint venture, association or other entity engaged in the development or offering or attempting to offer any service, product, chemical formulation or other material which:

(i)relates to treated wood products, wood preservation chemicals or carbon compounds;

(ii)constitutes or is utilized in conjunction with railroad track joints, ties, mounting hardware, bridge timbers, bridge crossings or bridging assemblies;

(iii)constitutes or is utilized in conjunction with utility poles (including components, inspection, treatment, maintenance and restoration thereof) or marine pilings;

(iv)relates to the recovery of wood materials; or

(v)constitutes any product or service which was in the process of being developed by Koppers within the last year prior to termination of Employee’s employment with Koppers.

F.Tolling: If Employee violates the terms of paragraph C or E of this Section 4, the duration of Employee’s obligations will be extended by the length of time during which Employee is in breach of the obligations.

G.Remedies: In the event of a breach by Employee of the terms of paragraphs C, D or E of this Section 4, Koppers shall be entitled, if it shall so elect, to institute legal proceedings to obtain damages for any such breach, or to enforce the specific performance by Employee and to enjoin Employee from any further violations and to exercise such remedies cumulatively or in conjunction with all other rights and remedies provided by law. Employee acknowledges, however, that the remedies at law for any breach of the provisions of paragraphs D and E may be inadequate and that Koppers shall be entitled to injunctive relief against Employee in the event of any breach. Further, it is the intention of the parties that the provisions of paragraphs D and E of this Section 4 shall be enforceable to the fullest extent permissible under applicable law, but that the unenforceability (or modification to conform to such law) of any provision or provisions hereof shall not render

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unenforceable, or impair, the remainder thereof. If any provision, or any part thereof, is held to be unenforceable because of the duration, area, or scope of such provision, the parties agree that the court making such determination shall have the power to reduce the duration, area, or scope of such provision, or to delete specific words or phrases, and in its reduced form such provisions shall then be enforceable and shall be enforced.

H.This Release to be Kept Confidential: Employee agrees not to disclose the terms or amount of this Release to anyone other than Employee’s immediate family, attorney, or other professional advisor and, even as to such a person, only if the person agrees to honor this confidentiality requirement. Such a person's violation of this confidentiality requirement will be treated as a violation of this Release by Employee. This paragraph does not prohibit the disclosure of the terms or amount of this Release to the extent necessary legally to enforce this Release, nor does it prohibit disclosures to the extent required by a court or administrative agency investigation. Employee acknowledges that Koppers would be irreparably harmed if this subsection were violated. The foregoing is not intended to preclude or dissuade Employee from engaging in NLRA Protected Activities.

I.Reporting Unlawful Conduct: Nothing in this Release prohibits or restricts Employee from reporting allegations of unlawful conduct, including criminal conduct or unlawful employment practices, to federal, state, or local officials for investigation, or testifying in an administrative, legislative, or judicial proceeding concerning criminal conduct or unlawful employment practices, where Employee has been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, and Employee agrees to waive any right to any monetary or other recovery in such event.

Section 5 -- Review and Revocation

A.Review: Employee acknowledges and agrees that any waiver of rights under this Release is knowing and voluntary and complies in full with all criteria set forth in the regulations promulgated under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, and any and all federal, state, and local laws, regulations, and orders. Employee expressly warrants that Employee is advised hereby in writing of Employee’s right to consult with an attorney prior to executing this Release. Employee further expressly warrants that Employee has had the opportunity to consult with, and to be advised by, an attorney before executing this Release to help Employee fully understand and appreciate its legal effect. Employee acknowledges that Employee has been afforded the opportunity to consider this Release for a period of 21 days from the Separation Date (the “Consideration Period”). Employee may decide to sign this Release prior to the expiration of the aforesaid period; however, it may not be signed by Employee prior to the day after Employee’s Separation Date. Employee agrees, pursuant to 29 C.F.R. Section 1625.22(e)(4), that any changes made to this Release after the date Employee receives it and before the date Employee signs it, whether material or immaterial, will not restart the running of the statutory period in which to consider this Release.

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B.Delivery: Employee shall cause the delivery of the executed Counterparts of this Release to be made by the business day following the last day of the Consideration Period, to Koppers Inc., Attention: Stephen Lucas, Senior Vice President, Culture & Engagement, Koppers Inc., 436 Seventh Avenue, Pittsburgh, PA 15219. This Release shall be void and of no effect if the signed Counterparts are not delivered to the Senior Vice President, Culture & Engagement at the aforesaid address by the business day following the last day of the Consideration Period. This Release shall also be void and of no effect if the Counterparts are signed by Employee prior to the Separation Date.

C.Revocation: Employee shall have a period of seven (7) days following her execution of this Release to revoke it (the “Revocation Period”), and this Release shall not be effective or enforceable prior to day following the expiration of the Revocation Period (i.e., the eighth (8th) day following Employee’s execution of this Release). Revocation can be made by delivering a written notice to Koppers Inc., Attention: Stephen Lucas, Senior Vice President, Culture & Engagement, Koppers Inc., 436 Seventh Avenue, Pittsburgh, PA 15219 (at LucasSG@Koppers.com). The revocation of this Release by Employee will automatically revoke the terms described in Section 2 above, and no Consideration due pursuant to Section 2 will be paid to Employee. If Employee does not advise Koppers in writing that Employee revokes this Release within seven (7) days of her execution of it, this Release shall be forever enforceable. The eighth (8th) day following Employee’s execution of this Release shall be deemed the Effective Date of this Release.

Section 6 -- Miscellaneous

A.Breach of the Release: If Employee fails to comply with or breaches any portion of this Release, or disavows any portion of the release of claims (including all Claims) in Section 3, Koppers may, in addition to other remedies it may have, reclaim any amounts paid to Employee under the provisions of this Release or terminate any benefits or payments that are later due under this Release, without waiving the release of claims (including all Claims) in Section 3.

B.Entire Agreement: Other than any surviving terms or conditions of any Employment Terms and Conditions Agreement between Employee and Koppers, including, but not limited to, the Annual Incentive Plan and the Equity Agreements, Employee understands and agrees that the terms and conditions of this Release constitute the full and complete understandings, agreements, and promises between Employee and Koppers with respect to all matters covered by this Release, that the terms and conditions of this Release cancel and supersede any prior understandings or agreements that may have been made or existing between Employee and Koppers with respect to all matters covered by this Release except as otherwise provided herein, and that no other promise or inducement has been offered except as set forth herein.

C.Amendment: This Release may not be amended, modified, waived, or cancelled except by a writing signed by each party hereto. No waiver of any provision of this Release shall be effective as against the waiving party unless such waiver is in writing and signed by the waiving party.

D.Severability/Interpretation: If any term, condition, clause, or provision of this Release shall be determined by a court of competent jurisdiction to be void or invalid at law, or for any other reason, then only that term, condition, clause, or provision, as is determined to be void or

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invalid, shall be stricken from this Release, and this Release shall remain in full force and effect in all other respects. This Release will be governed by, construed and enforced in accordance with the laws of the state in which Employee principally conducted business on behalf Koppers, without regard to such state’s conflict of laws provisions.

E.Compliance with Section 409A: It is the intent of the parties that the severance benefits provided under Section 2 shall, to the maximum extent possible, qualify for the short term deferral exception, the separation pay plan exception or other applicable exception under Section 409A of the Internal Revenue Code of 1986, as amended, including the applicable regulations (“Section 409A”), so that none of the payments and benefits will result in adverse tax consequences, including tax penalties under Section 409A. Any ambiguities in the Release will be interpreted to comply with this intent. Each severance benefit and each installment of a severance payment or benefit shall be deemed a separate payment under this Release. Notwithstanding any provision of this Release to the contrary, in no event shall the timing of Employee’s execution of this Release, directly or indirectly, result in Employee designating the calendar year of payment, and if a payment under this Release is payable within sixty (60) days after the date of termination and is considered deferred compensation under Section 409A, the payment shall be made on the sixtieth (60th) day after the date of termination. Notwithstanding the foregoing, Employee understands that Employee will be solely responsible for tax consequences under Section 409A and that Koppers will not indemnify or reimburse Employee for tax consequences under Section 409A, if any.

F.Successors: This Release binds Employee, and all heirs, administrators, representatives, executors, successors, and assigns, and will inure to the benefit of each Released Party and their respective heirs, administrators, representatives, executors, successors, and assigns.

G.Counterparts: This Release may be signed in two counterparts, each of which shall be deemed an original when signed and shall constitute the same instrument. Koppers shall retain Counterpart No. 1 of this Release and Employee shall retain Counterpart No. 2 of this Release.

H.No Further Company Obligations: Employee acknowledges that, except for the Consideration provided under Paragraph 2 of the Release, Koppers shall have no further obligations to Employee of any kind. Employee further acknowledges that Employee has received from Koppers and each Released Party all compensation of any kind to which Employee was entitled in connection with Employee’s employment with Koppers.


Employee acknowledges that Employee: (i) has carefully read the foregoing Release; (ii) completely understands its contents; (iii) understands the significance and consequence of signing it; and (iv) intends to be legally bound by its terms. Employee further acknowledges that Employee has had a reasonable and sufficient period of time within which to consider this Release and the opportunity to review this Release with counsel. Employee swears that Employee has agreed to and signed this Release voluntarily and as Employee’s own free will, act, and deed and for full and sufficient consideration.

12/13

Rev 11/2024

IN WITNESS WHEREOF, JIMMI SUE SMITH and KOPPERS INC. have executed this Confidential Transition Agreement and General Release on the dates set forth below.


/s/ Jimmi Sue Smith JIMMI SUE SMITH Date: March 9, 2026			/s/ Stephen Lucas KOPPERS INC. By: Stephen Lucas Title: Senior Vice President, Culture & Engagement Date: March 9, 2026

13/13

Rev 11/2024

Document

Exhibit 10.3

KOPPERS HOLDINGS INC.

RESTRICTED STOCK UNIT ISSUANCE AGREEMENT

NON-EMPLOYEE DIRECTOR - TIME VESTING

RECITALS

A. The Board has adopted the Plan for the purpose of retaining the services of selected employees, non-employee members of the Board (or the board of directors of any Affiliate) and consultants who provide services to the Corporation (or any Affiliate).

B. Participant is to render valuable services to the Corporation, and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s issuance of shares of Common Stock to Participant under the Plan.

C. All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or the attached Appendix A.

NOW, THEREFORE, it is hereby agreed as follows:

1.Grant of Restricted Stock Units. The Corporation hereby awards to Participant, as of the Award Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit represents the right to receive one share of Common Stock on the specified issuance date following the vesting of that unit. The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable vesting schedule for those shares, the date on which the vested shares shall become issuable to Participant and the remaining terms and conditions governing the Award shall be as set forth in this Agreement.

AWARD SUMMARY


Award Date:			________
Number of Shares Subject to Award:			________ shares of Common Stock (the “Shares”).


Vesting Schedule:			The Shares shall vest on the earlier to occur of (i) the date which is 365 days after the Award Date or (ii) the date of the next annual meeting of the Corporation’s shareholders immediately following the Award Date, provided that the Participant remains in continuous Service as a director of the Corporation during such period (the “Vesting Date”). However, some or all of the Shares may vest earlier in accordance with the special vesting provisions of Paragraph 5.
Issuance Schedule:			The Shares in which Participant vests in accordance with the foregoing Vesting Schedule shall become issuable on the date specified in clause (i) or (ii) below as applicable: (i) If the Participant has not elected to defer receipt of such Shares pursuant to the terms of the Koppers Holdings Inc. Director Deferred Compensation Plan (the “Director Deferred Compensation Plan”), the Vesting Date (or upon the date of earlier vesting pursuant to a Change in Control or termination of Service, if so provided herein). The actual issuance of such Shares pursuant to this clause (i) shall be effected on the applicable Issue Date or as soon as administratively practicable thereafter, but in no event later than the close of the calendar year in which such Issue Date occurs or (if later) the fifteenth day of the third calendar month following such Issue Date. OR (ii) If the Participant has elected to defer receipt of such Shares pursuant to the terms of the Director Deferred Compensation Plan, the date(s) determined pursuant to such election and the terms of the Director Deferred Compensation Plan. Each date on which Shares are issued pursuant to this Agreement is referred to as an “Issue Date”. In no event, however, shall any fractional shares be issued under this Agreement, including by reason of Paragraph 4. Accordingly, the total number of shares of Common Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.

2.Limited Transferability. Prior to the actual issuance of the Shares which vest hereunder, Participant may not transfer any interest in the Award or the underlying Shares; provided, however, any Shares which vest hereunder but which otherwise remain unissued at the time of Participant’s death may be transferred (i) pursuant to the provisions of Participant’s will or the laws of inheritance or to Participant’s designated beneficiary or beneficiaries of this Award or, (ii) in the case of Shares issuable pursuant to an election to defer receipt of the Shares under the terms of the Director Deferred Compensation Plan, in accordance with the terms of the Director Deferred Compensation Plan. Participant may make a beneficiary designation with respect to Shares subject to clause (i) of this Award at any time by filing the appropriate form with the Plan Administrator or its designee.

3.Cessation of Service. Except as otherwise provided in Paragraph 5 below, should Participant cease Service for any reason prior to vesting in one or more Shares subject to this Award, then the Award will be immediately cancelled with respect to those unvested Shares. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units.

4.Stockholder Rights and Dividend Equivalents

(a)The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance.

(b)Notwithstanding the foregoing, prior to the date on which Shares are credited to the Participant’s Account under the Director Deferred Compensation Plan, if applicable, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest to the extent the Shares to which they relate vest and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date.

(c)Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution or those Shares have not been credited to the Participant’s Account under the Deferred Compensation Plan), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. No later than as of (i) in the case of Shares not subject to a deferral election under the Director Deferred Compensation Plan, the Issue Date, or (ii) in the case of Shares subject to a deferral election under the Director Deferred Compensation Plan, the date as of which the Shares are credited to the Participant’s Account under the Director Deferred Compensation Plan, each cash dividend amount credited to the special book account since the Award Date shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) such cash dividend equivalent amount by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates during such period on which those dividends on the outstanding Common Stock were paid, rounded down to the nearest full share. The additional Restricted Stock Units so credited shall vest to the extent the Shares to which they relate vest and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date.

5.Special Vesting/Change in Control.

(a)Should Participant’s Service terminate for any reason prior to the Vesting Date, then, on the date of such termination, Participant shall vest in a number of Shares equal to the number of Shares in which Participant would have been vested on the Vesting Date had Participant continued in the Corporation’s Service through the Vesting Date multiplied by a fraction, the numerator of which is the number of days of Service Participant completed between the Award Date and the termination of Participant’s Service, and the denominator of which is

three hundred sixty-five (365). For purposes of this subparagraph (a), a Participant’s Service shall be treated as terminated only if such termination constitutes a separation from service within the meaning of Code Section 409A.

(b)Immediately prior to the closing of a Change in Control, Participant shall vest in a number of Shares equal to the number of Shares in which Participant would have vested on the Vesting Date. If issuance of the Shares has not been deferred pursuant to an election under the Director Deferred Compensation Plan, then the Shares that vest under this subparagraph (b) will be issued on the Issue Date triggered by the Change in Control (or otherwise converted into the right to receive the same consideration per share of Common Stock payable to the other stockholders of the Corporation in consummation of that Change in Control and distributed at the same time as such stockholder payments). For purposes of the immediately preceding sentence, the Issue Date shall be on or as soon as practicable following the effective date of the Change in Control so long as it qualifies as a “change in the ownership or effective control” of the Corporation within the meaning of Section 409A(a)(2)(A)(v) of the Code and regulations thereunder and if it does not so qualify, the Issue Date shall be the Vesting Date. If issuance of the Shares has been deferred pursuant to an election under the terms of the Director Deferred Compensation Plan, then the Shares that vest under this subparagraph (b) will be issued on the Issue Date determined pursuant to the Director Deferred Compensation Plan.

(c)This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

6.Adjustment in Shares. In the event that the Plan Administrator determines that any dividend or other distribution (other than regular cash dividends), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Corporation, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Plan Administrator to be appropriate in order to prevent dilution or enlargement of the benefits intended to be made available under this Agreement, then the Plan Administrator shall, in such manner as it may deem equitable, adjust any or all of the number and type of shares (or other securities or property) subject to this Agreement, or, if the Plan Administrator deems it appropriate, make provision for a cash payment to the Participant.

7.Compliance with Laws and Regulations. The issuance of shares of Common Stock pursuant to the Award shall be subject to compliance by the Corporation and Participant with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which the Common Stock may be listed for trading at the time of such issuance.

8.Notices. Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and addressed to Secretary of the Corporation at its principal corporate office at 436 Seventh Avenue, Pittsburgh, PA 15219. Except to the extent electronic notice is expressly authorized hereunder, any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indicated below Participant’s signature line on this Agreement. All notices shall be deemed effective upon personal delivery (or electronic delivery to the extent authorized hereunder) or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

9.Successors and Assigns. Except to the extent otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Participant, Participant’s assigns, the legal

representatives, heirs and legatees of Participant’s estate and any beneficiaries of the Award designated by Participant.

10.Construction. This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award. The provisions of the Plan are incorporated in this Agreement in their entirety. In the event of any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan shall control.

11.Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without resort to Pennsylvania’s conflict-of-laws rules. Any arbitration, legal or equitable action, or any proceeding arising directly, indirectly, or otherwise in connection with, out of, related to, or from the Agreement, or any provision hereof, shall exclusively be filed and adjudicated in Allegheny County, Pennsylvania and no other venue.

12.Right to Continued Service. Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Affiliate employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s Service at any time for any reason, with or without cause, unless such rights are otherwise limited pursuant to a separate agreement between the Corporation (or any Affiliate) and Participant.

13.Further Assurances. The Participant agrees, upon demand of the Corporation or the Plan Administrator, to do all acts and execute, deliver and perform all additional documents, instruments, and agreements that may be reasonably required by the Corporation or the Plan Administrator, as the case may be, to implement the provisions and purposes of this Agreement and the Plan.

14.Section 409A. This Award is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”) and shall be interpreted accordingly. Notwithstanding the foregoing or any provision of the Plan to the contrary, if the Award is subject to the provisions of Section 409A (and not excepted therefrom), the provisions of the Plan and this Agreement shall be administered, interpreted and construed in a manner necessary to comply with Section 409A (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of Section 409A, Participant agrees that the Corporation may, without the consent of Participant, modify the Agreement and the Award to the extent and in the manner the Corporation deems necessary or advisable or to take such other action or actions, including an amendment or action with retroactive effect, that the Corporation deems appropriate in order either to preclude any such payments or benefits from being deemed “deferred compensation” within the meaning of Section 409A or to provide such payments or benefits in a manner that complies with the provisions of Section 409A such that they will not be taxable thereunder. Notwithstanding, the Corporation makes no representations and/or warranties with respect to compliance with Section 409A, and Participant recognizes and acknowledges that Section 409A could potentially impose upon Participant certain taxes or interest charges for which Participant is and shall remain solely responsible.

15.Survivability. The terms of this Agreement survive the termination of Participant’s Service with the Corporation for any reason.

16.Severability. In the event that any provision of this Agreement is determined to be partially or wholly invalid, illegal or unenforceable in any jurisdiction, then such provision shall, as to such jurisdiction, be modified or restricted to the extent necessary to make such provision valid, binding and enforceable, or if such provision cannot be modified or restricted, then such provision shall, as to such jurisdiction, be deemed to be excised from this Agreement; provided, however, that the binding effect and enforceability of the remaining provisions of this Agreement, to the extent the economic benefits conferred upon the parties by virtue of this Agreement remain substantially unimpaired, shall not be affected or impaired in any manner, and any such invalidity, illegality or unenforceability with respect to such provisions shall not invalidate or render unenforceable such provision in any other jurisdiction.|

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above.

KOPPERS HOLDINGS INC. [Name]


By: _____________________________ Chief Legal and Sustainability Officer and Secretary			_________________________ Signature [Residence Address] [City, State, Zip Code]

APPENDIX A

DEFINITIONS

When used in this Agreement, the terms which are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable). The following definitions shall be in effect under the Agreement:

A.Affiliate shall mean any entity that, directly or through one or more intermediaries, is controlled by the Corporation, and any entity in which the Corporation has a significant equity interest as determined by the Plan Administrator.

B.Agreement shall mean this Restricted Stock Unit Issuance Agreement.

C.Award shall mean the award of restricted stock units made to Participant pursuant to the terms of this Agreement.

D.Award Date shall mean the date the restricted stock units are awarded to Participant pursuant to the Agreement and shall be the date indicated in Paragraph 1 of the Agreement.

E.Board shall mean the Corporation’s Board of Directors.

F.Change in Control of the Corporation shall have the meaning set forth in the Plan.

G.Code shall mean the Internal Revenue Code of 1986, as amended.

H.Common Stock shall mean shares of the Corporation’s common stock.

I.Corporation shall mean Koppers Holdings Inc., a Pennsylvania corporation, and any successor thereto which shall by appropriate action adopt the Plan.

J.Fair Market Value per share of Common Stock on any relevant date shall have the meaning set forth in the Plan.

K.1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time.

L.Participant shall mean the person to whom the Award is made pursuant to the Agreement.

M.Plan shall mean the Corporation’s Amended and Restated 2020 Long Term Incentive Plan.

N.Plan Administrator shall mean the committee(s) designated by the Board to administer the Plan.

O.Restricted Stock Units shall mean Restricted Stock Units awarded pursuant to Section 6(c) of the Plan.

A-1

P.Service shall mean Participant’s performance of services for the Corporation (or any Affiliate) in the capacity of an employee, a non-employee member of the Board or a consultant. For purposes of this Agreement, Participant shall be deemed to cease Service immediately upon the occurrence of either of the following events: (i) Participant no longer performs services in any of the foregoing capacities for the Corporation (or any Affiliate) or (ii) the entity for which Participant performs such services ceases to remain an Affiliate of the Corporation, even though Participant may subsequently continue to perform services for that entity. Service shall not be deemed to cease during a period of military leave, sick leave or other personal leave approved by the Corporation or any Affiliate; provided, however, that except to the extent otherwise required by law or expressly authorized by the Plan Administrator or by the Corporation’s or an Affiliate’s written policy on leaves of absence, no Service credit shall be given for vesting purposes for any period the Participant is on a leave of absence.

Q.Stock Exchange shall mean the Nasdaq Global Market, the New York Stock Exchange or such other stock exchange on which Common Stock is listed.

A-2

Document

Exhibit 31.1

CERTIFICATIONS

I, Leroy M. Ball, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Koppers Holdings Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-5(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 8, 2026

/s/ LEROY M. BALL
Leroy M. Ball
Chief Executive Officer

Document

Exhibit 31.2

CERTIFICATIONS

I, Bradley A. Pearce, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Koppers Holdings Inc.;

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 8, 2026

/s/ BRADLEY A. PEARCE
Bradley A. Pearce
Interim Chief Financial Officer and Treasurer and Chief Accounting Officer

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Koppers Holdings Inc. (the “Company”) on Form 10-Q for the quarter ending March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned hereby certifies in his or her capacity as an officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ LEROY M. BALL			/s/ BRADLEY A. PEARCE
Leroy M. Ball			Bradley A. Pearce
Chief Executive Officer			Interim Chief Financial Officer and Treasurer and Chief Accounting Officer

May 8, 2026			May 8, 2026