Pearce Bradley A 4

4 · Koppers Holdings Inc. · Filed Mar 2, 2026

AI-generated summary of this filing

Updated Mar 2, 2026

Koppers (KOP) Interim CFO Bradley Pearce Surrenders Shares for Taxes

What Happened

Bradley A. Pearce, Interim CFO and CAO of Koppers Holdings (KOP), had performance share units (PSUs) vest on Feb 26, 2026. As a result he acquired shares through the PSU vesting and related dividend equivalent rights (DERs). To satisfy tax withholding on the vesting, he surrendered 1,465 shares at $37.24 each, resulting in $54,557 in withheld tax payment.
The filing shows awards/acquisitions (A) of vested PSUs and DERs (3,474 shares and 82 shares reported), and conversions/exercises of derivative awards (M) related to those DERs. The net effect: he received shares from vested PSUs/DERs and surrendered a portion to cover taxes — a routine, non-market sale tied to compensation vesting.

Key Details

Transaction date: February 26, 2026.
Tax-withholding surrender: 1,465 shares disposed at $37.24 each = $54,557 (code F).
Acquisitions reported: 3,474 shares from PSU vesting and 82 shares from released DERs (codes A and related M conversions).
Footnotes: F1–F5 explain PSUs were granted Jan 4, 2023; performance period (2023–2025) was satisfied; DERs are economic equivalents of one share; shares were surrendered to cover tax withholding.
Shares owned after the transaction: not specified in the provided filing details.
Filing timeliness: no late-filing indicator provided in the materials supplied.

Context

This was not an open-market sale but a routine share surrender to cover taxes on vested compensation (common with PSU vesting). The reports of “exercise/conversion” reflect conversion/release of derivative awards/DERs into common shares rather than option exercises for cash. Such transactions usually reflect compensation settlement rather than a change in insider sentiment.

Form 4

Period: 2026-02-26

Interim CFO and CAO

Transactions

Award
Common Stock
[F1]
2026-02-26+3,474→ 39,420 total
Exercise/Conversion
Common Stock
[F2]
2026-02-26+82→ 39,502 total
Tax Payment
Common Stock
[F3]
2026-02-26$37.24/sh−1,465$54,557→ 38,037 total
Award
Dividend Equivalent Rights
[F4]
2026-02-26+82→ 149 total
→ Common Stock (82 underlying)
Exercise/Conversion
Dividend Equivalent Rights
[F5]
2026-02-26−82→ 67 total
→ Common Stock (82 underlying)

Footnotes (5)

[F1]On January 4, 2023, the reporting person was granted performance share units ("PSUs") for which the performance criteria for the measurement period from January 1, 2023 through December 31, 2025 have been satisfied.
[F2]Represents shares acquired upon release of dividend equivalent rights ("DERs"), as reported in Table II, on a one-for-one basis.
[F3]Shares surrendered to the issuer by the reporting person as payment for the tax withholding related to the vesting of PSUs.
[F4]The DERs accrued with respect to additional PSUs credited to the reporting person with respect to PSUs granted on January 4, 2023. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.
[F5]These DERs were released in connection with the vesting of PSUs granted on January 4, 2023. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.

Signature

/s/ Stephanie L. Apostolou, Attorney in Fact|2026-03-02

1 file