Pearce Bradley A 4

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.