What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 190 added, 120 removed, 599 unchanged (34% of the section changed)

3 unchanged sentences

Three Months Ended

Six Months Ended

(Dollars in millions, except share and per share amounts)

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(Dollars in millions, except share and per share amounts) (Unaudited) (Unaudited) (Unaudited) (Unaudited)

Net sales $ 485.3 $ 554.3 $ 1,446.6 $ 1,615.1

Cost of sales 368.3 433.1 1,109.6 1,276.1

2 unchanged sentences

Impairment and restructuring 10.2 0.0 47.8 0.0

(Gain) on sale of assets

(Gain) loss on sale of assets ( 0.1 ) 9.7 ( 0.4 ) 9.7

Operating profit 51.8 49.7 117.9 141.8

4 unchanged sentences

Income tax provision 12.0 10.6 16.2 25.2

Net income attributable to noncontrolling interests

Net income 23.8 19.0 26.3 58.8

Net loss attributable to noncontrolling interests 0.0 ( 3.8 ) 0.0 ( 3.8 )

Net income attributable to Koppers $ 23.8 $ 22.8 $ 26.3 $ 62.6

Earnings per common share attributable to Koppers common shareholders:

Basic $ 1.21 $ 1.12 $ 1.32 $ 3.01

Diluted $ 1.17 $ 1.09 $ 1.29 $ 2.92

Weighted average shares outstanding (in thousands):

Basic 19,654 20,409 19,964 20,790

Diluted 20,212 20,961 20,414 21,448

KOPPERS HOLDINGS INC.

1 unchanged sentence

Three Months Ended

Six Months Ended

(Dollars in millions)

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(Dollars in millions) (Unaudited) (Unaudited) (Unaudited) (Unaudited)

Net income $ 23.8 $ 19.0 $ 26.3 $ 58.8

Changes in other comprehensive income (loss):

Currency translation adjustment ( 1.1 ) 13.8 28.7 0.4

Cash flow hedges, net of tax of

$( 0.6 ), $( 1.3 ), $( 2.0 ) and $( 4.0 )

Pension adjustments, net of tax of

$ 0.0 , $ 0.1 , $ 8.3 and $ 0.1

Cash flow hedges, net of tax of $ 0.4 , $ 3.0 , $( 1.6 ) and $( 1.1 )

( 1.1 ) ( 7.5 ) 3.3 2.9

Pension adjustments, net of tax of $( 0.1 ), $ 0.0 , $ 8.2 and $ 0.1

0.1 0.3 25.3 1.0

Comprehensive income 21.7 25.6 83.6 63.1

Comprehensive income attributable to

noncontrolling interests

Comprehensive loss attributable to noncontrolling interests 0.0 ( 3.8 ) 0.0 ( 3.8 )

Comprehensive income attributable to Koppers $ 21.7 $ 29.4 $ 83.6 $ 66.9

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEET

June 30, 2025

December 31, 2024

(Dollars in millions, except share and per share amounts)

September 30, 2025 December 31, 2024

(Dollars in millions, except share and per share amounts) (Unaudited)

Cash and cash equivalents $ 37.9 $ 43.9

4 unchanged sentences

Total current assets 682.8 680.6

Property, plant and equipment, net of accumulated depreciation

of $ 458.2 and $ 494.4

Property, plant and equipment, net of accumulated depreciation of $ 464.4 and $ 494.4

Goodwill 317.3 317.1

Intangible assets, net 107.6 119.0

1 unchanged sentence

Deferred tax assets 8.8 8.4

Other assets 26.9 14.5

Total assets $ 1,894.8 $ 1,890.2

Accounts payable $ 156.3 $ 179.1

20 unchanged sentences

Treasury stock, at cost, 6,580,954 and 5,480,230 shares

( 231.8 ) ( 198.5 )

Total Koppers shareholders’ equity 545.6 488.7

Noncontrolling interests 0.3 0.3

Total equity 545.9 489.0

Total liabilities and equity $ 1,894.8 $ 1,890.2

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Six Months Ended

(Dollars in millions)

Nine Months Ended September 30,

(Dollars in millions) (Unaudited) (Unaudited)

Cash provided by (used in) operating activities:

Net income $ 26.3 $ 58.8

Adjustments to reconcile net income to net cash provided by operating activities:

4 unchanged sentences

Non-cash interest expense 2.8 2.5

(Gain) on sale of assets

(Gain) loss on sale of assets ( 0.3 ) 9.4

Insurance proceeds ( 2.2 ) ( 1.0 )

2 unchanged sentences

Change in other liabilities 3.3 ( 7.8 )

Other - net ( 5.9 ) 0.3

Changes in working capital:

Accounts receivable ( 3.5 ) ( 32.1 )

Inventories 13.9 4.7

Accounts payable ( 22.0 ) ( 31.3 )

4 unchanged sentences

Capital expenditures ( 38.4 ) ( 58.8 )

Acquisitions 0.0 ( 99.4 )

Insurance proceeds 2.2 1.0

Sale of assets 2.5 2.8

Divestiture of KCCC

Sale of business and divestitures 4.8 0.0

Other investing activities ( 9.6 ) 0.0

9 unchanged sentences

Dividends paid ( 4.7 ) ( 4.6 )

Net cash provided by financing activities

Net cash (used in) provided by financing activities ( 47.3 ) 88.4

Effect of exchange rate changes on cash 2.4 ( 0.7 )

5 unchanged sentences

Accrued capital expenditures 0.9 2.2

Acquisition non-cash consideration

Non-cash consideration for sale of assets or acquisition 0.6 2.6

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

2 unchanged sentences

Three Months Ended

Six Months Ended

(Dollars in millions, except per share amounts)

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(Dollars in millions, except per share amounts) (Unaudited) (Unaudited) (Unaudited) (Unaudited)

Total equity – beginning of period $ 527.1 $ 513.3 $ 489.0 $ 503.0

11 unchanged sentences

($ 0.08 , $ 0.07 , $ 0.24 and $ 0.21 per share)

( 1.7 ) ( 1.5 ) ( 5.2 ) ( 4.6 )

Balance at end of period 511.4 502.0 511.4 502.0

3 unchanged sentences

Cash flow hedges, net of tax (1)

( 1.1 ) ( 7.5 ) 3.3 2.9

Pension adjustments, net of tax (2)

0.1 0.3 25.3 1.0

Balance at end of period ( 63.3 ) ( 84.5 ) ( 63.3 ) ( 84.5 )

1 unchanged sentence

Balance at beginning of period ( 227.7 ) ( 186.8 ) ( 198.5 ) ( 147.7 )

Purchases ( 4.1 ) ( 10.4 ) ( 33.3 ) ( 49.5 )

Balance at end of period ( 231.8 ) ( 197.2 ) ( 231.8 ) ( 197.2 )

Noncontrolling interests:

Balance at beginning and end of period

Balance at beginning of period 0.3 4.1 0.3 4.1

Net loss attributable to noncontrolling interests 0.0 ( 3.8 ) 0.0 ( 3.8 )

Balance at end of period 0.3 0.3 0.3 0.3

Total equity – end of period $ 545.9 $ 532.6 $ 545.9 $ 532.6

9 unchanged sentences

Common Stock Outstanding 19,613 20,268 19,613 20,268

(1) Amounts reclassified from accumulated other comprehensive income to net income related to derivative financial instruments, net of tax, were $ 0.9 million and $ 5.2 million during the three months ended June 30, 2025 and 2024, respectively, and $ 1.5 million and $ 6.3 million during the six months ended June 30, 2025 and 2024 .

(1) Amounts reclassified from accumulated other comprehensive income to net income related to derivative financial instruments, net of tax, were $ 1.1 million and $ 3.3 million during the three months ended September 30, 2025 and 2024, respectively, and $ 2.6 million and $ 9.6 million during the nine months ended September 30, 2025 and 2024, respectively.

(2) Amounts reclassified from accumulated other comprehensive income to net income consist of amounts shown for pension adjustments.

41 unchanged sentences

Accounts receivable 5.2

Inventories 14.4

Property, plant and equipment 28.0

6 unchanged sentences

Fair value of liabilities assumed 5.5

Goodwill $ 25.3

(1) The difference between total cash consideration and cash paid in the prior year condensed consolidated statement of cash flows relates to the settlement of pre-existing relationships with our PC segment (as defined in Note 7 - Segment Information) and Brown Wood, as the settlement was deemed additional consideration.

4 unchanged sentences

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

Three Months Ended June 30, 2025

Six Months Ended June 30, 2025

Cumulative Total

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025 Cumulative Total

(Dollars in millions)

17 unchanged sentences

At this time, we have not fully defined all of the specific cost reduction actions to be implemented and therefore are unable to provide a cost estimate or range of cost estimates associated with this action.

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 is expected to be completed during the third quarter of 2025.

Such assessment will be followed by a 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.

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.

The following table includes details of plant closures and restructuring liabilities:

Phthalic Anhydride Shutdown

Workforce Reduction Program

Phthalic Anhydride Shutdown Workforce Reduction Program

(Dollars in millions)

Liability at December 31, 2024 $ 0.0 $ 4.4

Liability at June 30, 2025

Accrual 11.8 1.6

Cash paid ( 7.3 ) ( 4.1 )

Liability at September 30, 2025 $ 4.5 $ 1.9

KCCC Liquidation – In July 2024, Koppers and Tangshan Iron & Steel Group Co.

2 unchanged sentences

KCCC is owned 60 percent by a wholly owned subsidiary of Koppers and 40 percent by TISCO.

KRS Sale – On August 29, 2025, we sold our railroad bridge services business, Koppers Railroad Structures Inc., which was previously included in our RUPS segment.

Fair Value Measurements

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

June 30, 2025

December 31, 2024

September 30, 2025 December 31, 2024

Fair Value Carrying Value Fair Value Carrying Value

(Dollars in millions)

25 unchanged sentences

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 June 30, 2025 and December 31, 2024 , we had contracts totaling 3.9 million and 3.5 million gallons, respectively.

As of September 30, 2025 and December 31, 2024, we had contracts totaling 3.4 million and 3.5 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.

6 unchanged sentences

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

June 30, 2025

Copper Swap Contracts

Heating Oil Contracts

Foreign Currency Forward Contracts

Interest Rate Swap Contracts

September 30, 2025

Copper Swap Contracts Heating Oil Contracts Foreign Currency Forward

Contracts Interest Rate Swap Contracts Total

(Dollars in millions)

Derivative contracts $ 10.3 $ 0.0 $ 0.2 $ 0.4 $ 10.9

Other assets 2.1 0.0 0.0 0.0 2.1

Accrued liabilities 0.0 0.0 0.0 ( 1.8 ) ( 1.8 )

3 unchanged sentences

December 31, 2024

Copper Swap Contracts

Heating Oil Contracts

Foreign Currency Forward Contracts

Interest Rate Swap Contracts

Copper Swap Contracts Heating Oil Contracts Foreign Currency Forward

Contracts Interest Rate Swap Contracts Total

(Dollars in millions)

Derivative contracts $ 0.3 $ 0.0 $ 0.0 $ 1.2 $ 1.5

Other assets 0.0 0.0 0.0 1.0 1.0

Accrued liabilities ( 7.6 ) ( 0.5 ) ( 0.9 ) ( 0.5 ) ( 9.5 )

3 unchanged sentences

We estimate that unrealized gains, net of tax, for commodity price hedging of $ 2.8 million and unrealized losses, net of tax, for interest rate swaps of $ 1.1 million, respectively, will be reclassified from other comprehensive income into earnings over the next twelve months .

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.

At the time we discontinued cash flow hedge accounting, accumulated other comprehensive income contained a pre-tax gain of $ 5.8 million ($ 4.4 million net of taxes).

This amount will be released to income as the underlying hedge contracts mature through December 2026.

As a result of discontinuing cash flow hedge accounting, a net cumulative pre-tax unrealized gain of $ 3.2 million was recorded in earnings during the three months ended September 30, 2025.

Subsequent changes in the fair value of these copper swap contracts will continue to be recognized immediately in earnings until such swap contract settles or matures.

The unrealized gain (loss) from our hedging contracts where hedge accounting was not elected is as follows:

Three Months Ended

Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(Dollars in millions)

3 unchanged sentences

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

Units Outstanding (in Pounds)

Net Fair Value – Asset (Liability)

June 30, 2025

December 31, 2024

June 30, 2025

December 31, 2024

Units Outstanding (in Pounds) Net Fair Value – Asset (Liability)

September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024

(Amounts in millions)

Cash flow hedges 0.0 20.7 $ 0.0 $ ( 2.7 )

Not designed as hedges

Not designated as hedges 29.4 26.7 12.4 ( 6.2 )

Total 29.4 47.4 $ 12.4 $ ( 8.9 )

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

June 30, 2025

December 31, 2024

September 30, 2025 December 31, 2024

(In millions)

United States Dollars

British Pound Sterling

British Pound Sterling GBP 0.4 GBP 0.5

United States Dollars USD 14.3 USD 18.5

Earnings and Dividends per Common Share

1 unchanged sentence

Three Months Ended

Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(Dollars in millions, except share and per share amounts)

Net income attributable to Koppers $ 23.8 $ 22.8 $ 26.3 $ 62.6

Weighted average common shares outstanding

(in thousands):

Weighted average common shares outstanding (in thousands):

Basic 19,654 20,409 19,964 20,790

Effect of dilutive securities 558 552 450 658

Diluted 20,212 20,961 20,414 21,448

Earnings per common share:

Basic $ 1.21 $ 1.12 $ 1.32 $ 3.01

Diluted $ 1.17 $ 1.09 $ 1.29 $ 2.92

Antidilutive securities excluded from computation of diluted

earnings per common share 291 274 582 61

On August 7, 2025 , we declared a quarterly dividend of $ 0.08 per common share, payable on September 15, 2025 to shareholders of record as of August 29, 2025 .

On November 6, 2025, we declared a quarterly dividend of $ 0.08 per common share, payable on December 16, 2025 to shareholders of record as of November 28, 2025.

Stock-based Compensation

8 unchanged sentences

If minimum performance criteria are not achieved, no performance stock units will vest.

For the awards granted in January 2025 , target shares for units with a market condition totaled 223,254 and target shares for units with a performance condition tota led 112,309 .

For the awards granted in January 2025, target shares for units with a market condition totaled 222,090 and target shares for units with a performance condition totaled 111,677 .

The above awards include 135,795 target shares for performance stock units with a market condition and 30,873 restricted stock units that were issued in lieu of a portion of the cash incentive award that could be earned during 2025 for certain participants.

These stock units vest over a three-year period.

Combined with other changes to the cash incentive award program where certain participants had a portion of their annual award converted into a three-year stock unit award to promote retention, we will experience expense savings of approximately $ 5 million for 2025 with such amount being recognized over the subsequent two years .

Combined with other changes to the cash incentive award program, including the change in which certain participants had a portion of their annual award converted into a three-year stock unit award to promote retention, we expect to save approximately $ 5 million in expenses for 2025 with such amount being recognized over the subsequent two years .

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.

8 unchanged sentences

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

Weighted Average

Stock Units Performance

Stock Units Total

Stock Units Weighted Average

Grant Date Fair

1 unchanged sentence

Non-vested at December 31, 2024 432,040 624,388 1,056,428 $ 39.16

Granted 332,165 335,563 667,728 $ 32.37

Credited from dividends 291 0 291 $ 45.30

Non-vested at June 30, 2025

Vested ( 235,173 ) ( 159,087 ) ( 394,260 ) $ 39.57

Forfeited ( 12,304 ) ( 12,752 ) ( 25,056 ) $ 34.58

Non-vested at September 30, 2025 517,019 788,112 1,305,131 $ 35.65

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

Weighted Average

Options Weighted Average

Exercise Price

Weighted Average

per Option Weighted Average

Contractual Term

Aggregate Intrinsic

(in years) Aggregate Intrinsic

Value (in millions)

Outstanding at December 31, 2024 531,532 $ 28.49

Outstanding at June 30, 2025

Exercisable at June 30, 2025

Exercised ( 16,599 ) $ 17.91

Outstanding at September 30, 2025 514,933 $ 28.83 3.73 $ 1.6

Exercisable at September 30, 2025 491,894 $ 28.68 3.61 $ 1.6

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

Three Months Ended

Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(Dollars in millions)

11 unchanged sentences

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 railroad services business that conducts engineering, design, repair and inspection services for railroad bridges and a business related to the recovery of used crossties, serving the same customer base as our North American railroad business.

We have entered into an agreement to sell our railroad services business.

See Note 13 - Subsequent Events.

We also operate a business related to the recovery of used crossties, serving the same customer base as our North American railroad business.

We sold our railroad bridge services business during the third quarter of 2025.

See Note 2 - Acquisitions and Restructuring.

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.

6 unchanged sentences

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, cloud-computing amortization expenses and other unusual items.

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.

6 unchanged sentences

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 $ 3.2 million and $ 7.6 million are recorded within accounts receivable, net of allowance within the condensed consolidated balance sheet as of June 30, 2025 and December 31, 2024, respectively.

Contract assets of $ 3.4 million and $ 7.6 million are recorded within accounts receivable, net of allowance within the condensed consolidated balance sheet as of September 30, 2025 and December 31, 2024, respectively.

Segment Revenues for Significant Product Lines

Three Months Ended

Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(Dollars in millions)

11 unchanged sentences

Total Carbon Materials and Chemicals $ 108.3 $ 129.5 $ 312.5 $ 384.3

Total $ 485.3 $ 554.3 $ 1,446.6 $ 1,615.1

Segment Expenses

Three Months Ended

Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(Dollars in millions)

3 unchanged sentences

Carbon Materials and Chemicals 81.5 105.4 242.7 321.4

Total $ 368.3 $ 433.1 $ 1,109.6 $ 1,276.1

Selling, general and administrative expenses:

2 unchanged sentences

Carbon Materials and Chemicals 7.4 7.9 22.2 30.2

Total $ 37.5 $ 43.9 $ 118.1 $ 135.3

Other (income) expense to reconcile to Adjusted EBITDA (1) :

2 unchanged sentences

Carbon Materials and Chemicals 3.8 3.5 5.3 5.2

Total $ 8.6 $ ( 0.1 ) $ 15.4 $ ( 2.7 )

Adjusted EBITDA:

2 unchanged sentences

Carbon Materials and Chemicals 15.6 12.7 42.3 27.5

Total $ 70.9 $ 77.4 $ 203.5 $ 206.4

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

1 unchanged sentence

Three Months Ended

Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(Dollars in millions)

5 unchanged sentences

LIFO benefit (expense) (1)

4.8 1.2 7.3 ( 2.9 )

Impairment, restructuring and plant closure costs (2)

Gain on sale of assets

( 10.2 ) ( 0.4 ) ( 47.8 ) ( 0.4 )

Gain (loss) on sale of assets 0.1 ( 9.7 ) 0.4 ( 9.7 )

Mark-to-market commodity hedging gains 4.9 0.0 14.7 3.0

Acquisition inventory step-up amortization 0.0 ( 0.8 ) 0.0 ( 2.3 )

Amortization of cloud-based software

implementation costs

Amortization of cloud-based software implementation costs

( 0.3 ) 0.0 ( 1.1 ) 0.0

Pension settlement and expense ( 0.1 ) 0.0 ( 30.3 ) 0.0

2 unchanged sentences

Income tax provision ( 12.0 ) ( 10.6 ) ( 16.2 ) ( 25.2 )

Net income $ 23.8 $ 19.0 $ 26.3 $ 58.8

(1) 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.

2 unchanged sentences

Three Months Ended

Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(Dollars in millions)

2 unchanged sentences

Carbon Materials and Chemicals 22.9 23.6 68.3 73.3

Total $ 31.4 $ 31.9 $ 91.6 $ 97.8

Depreciation and amortization expense:

2 unchanged sentences

Carbon Materials and Chemicals 5.4 5.4 16.5 16.4

Total $ 17.6 $ 17.9 $ 53.6 $ 52.2

Capital expenditures:

2 unchanged sentences

Carbon Materials and Chemicals 3.6 6.3 13.8 19.2

Corporate 0.4 0.0 1.4 2.8

Total $ 12.0 $ 15.4 $ 38.4 $ 58.8

Segment Assets

June 30, 2025

December 31, 2024

September 30, 2025 December 31, 2024

(Dollars in millions)

3 unchanged sentences

Carbon Materials and Chemicals 487.7 506.3

Corporate 41.6 45.0

Total $ 1,894.8 $ 1,890.2

Railroad and Utility Products and Services (1)

$ 144.6 $ 145.6

Performance Chemicals 172.7 171.5

Total $ 317.3 $ 317.1

(1) The decrease in RUPS goodwill was due primarily to the sale of KRS as described in Note 2 - Acquisitions and Restructuring.

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.

4 unchanged sentences

federal statutory tax rate due to:

September 30,

Federal income tax rate 21.0 % 21.0 %

Foreign earnings taxed at different rates 5.3 4.1

Nondeductible expenses

State income taxes, net of federal tax benefit 3.0 1.1

Nondeductible expenses 1.7 1.9

GILTI inclusion, net of foreign tax credits 1.4 ( 0.2 )

1 unchanged sentence

Estimated annual effective income tax rate 32.8 % 28.0 %

Income taxes as a percentage of pretax income were 31.4 percent and 62.7 percent for the three and six months ended June 30, 2025, respectively, and 27.6 percent and 26.8 percent for the three and six months ended June 30, 2024, respectively.

The effective income tax rate for the three months ended June 30, 2025 was slightly lower than the respective estimated annual effective income tax rate due to various discrete items, which were not material in the aggregate or individually.

The effective income tax rate for the six months ended June 30, 2025 was significantly higher than the respective estimated annual effective income tax rate due to the loss on pension settlement, which has been treated as a discrete item.

The effective income tax rates for the three months and six months ended June 30, 2024 were slightly lower than their respective estimated annual effective income tax rates due to various discrete items, which were not material in the aggregate or individually.

Income taxes as a percentage of pretax income were 33.5 percent and 38.1 percent for the three and nine months ended September 30, 2025, respectively, and 35.8 percent and 30.0 percent for the three and nine months ended September 30, 2024, respectively.

The effective income tax rate for the three months ended September 30, 2025 was slightly higher than the estimated annual effective income tax rate due to additional tax expense recognized in the quarter as a result of increases in the estimated annual effective income tax rate from the prior period.

The effective income tax rate for the nine months ended September 30, 2025 was significantly higher than the respective estimated annual effective income tax rate due to the loss on pension settlement, which has been treated as a discrete item.

The effective income tax rates for the three months and nine months ended September 30, 2024 were higher than the respective estimated annual effective income tax rate due to the loss on the sale of KCCC's assets.

This loss has no corresponding tax benefit since KCCC will not have future income to offset this loss.

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 six months ended June 30, 2025.

On July 4, 2025, H.R.

budget reconciliation bill, was signed into law.

We do not expect that the business tax provisions will have a material effect to our estimated annual effective income tax rate.

We believe the primary impact of the budget reconciliation bill to us will be an increase of our current year interest expense deduction under Section 163(j).

We have analyzed the various components of the bill and incorporated the effects into our estimated annual effective income tax rate.

We have determined that the financial statement impact of the budget reconciliation bill is not material and the effect on our estimated annual effective income tax rate is not material.

The primary impact of the budget reconciliation bill will be an increase of our current year interest expense deduction under Section 163(j) and an increase in our current year tax depreciation due to the extension of the bonus depreciation rules.

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").

9 unchanged sentences

income tax examinations by tax authorities for years prior to 2020.

As of June 30, 2025 and December 31, 2024 , unrecognized tax benefits of $ 1.1 million and $ 1.0 million, respectively, would affect the effective tax rate if recognized.

As of September 30, 2025 and December 31, 2024, unrecognized tax benefits of $ 1.0 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.

June 30, 2025

December 31, 2024

September 30, 2025 December 31, 2024

(Dollars in millions)

2 unchanged sentences

Finished goods 156.0 152.8

Total $ 508.7 $ 520.3

Less revaluation to LIFO 108.4 115.7

8 unchanged sentences

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.

plan and the plan will no longer have legal responsibility to pay the benefits to the members.

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 related to certain amendments to UK pension plans.

We are currently waiting to see if there will be legislative intervention or further guidance on the application of the ruling.

The UK government has introduced legislation to address industry wide issued resulting from the Virgin Media Case.

Such legislation, if adopted, 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

Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(Dollars in millions)

Service cost $ 0.2 $ 0.5 $ 1.8 $ 1.3

Interest cost 0.5 1.8 2.4 5.8

1 unchanged sentence

Amortization of net loss 0.3 0.5 0.9 1.5

Settlement 0.0 0.0 29.0 0.0

Net periodic benefit cost $ 0.5 $ 1.3 $ 32.3 $ 4.0

Defined contribution plan expense $ 1.6 $ 2.1 $ 6.1 $ 6.8

Interest Rate

Weighted Average Interest Rate Maturity September 30, 2025 December 31, 2024

(Dollars in millions)

Credit Facility 6.05 % 2030 $ 451.7 $ 455.8

Term Loan B 6.66 % 2030 481.2 483.7

Total debt $ 932.9 $ 939.5

Less current maturities of long-term debt 4.9 4.9

14 unchanged sentences

and its restricted subsidiaries to meet certain financial ratios.

As of June 30, 2025, we had approximately $ 297.3 million of unused revolving credit availability after restrictions from certain letter of credit commitments and other covenants.

As of June 30, 2025, $ 7.2 million of commitments were utilized by outstanding letters of credit.

As of September 30, 2025, we had $ 341.1 million of unused revolving credit availability after restrictions from certain letter of credit commitments and other covenants.

As of September 30, 2025, $ 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.

1 unchanged sentence

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 .

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.

36 unchanged sentences

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.

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.

36 unchanged sentences

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 $ 3.6 million as of June 30, 2025.

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.

1 unchanged sentence

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 June 30, 2025, our estimated environmental remediation liability for these acquired sites totals $ 3.6 million.

As of September 30, 2025, our estimated environmental remediation liability for these acquired sites totals $ 3.6 million.

In June 2024, Koppers Inc.

7 unchanged sentences

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 June 30, 2025 , our estimated environmental remediation liability for the acquired site totals $ 1.2 million.

As of September 30, 2025, 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 June 30, 2025 and December 31, 2024, $ 2.1 million and $ 2.3 million, respectively, were classified as current liabilities .

June 30, 2025

December 31, 2024

As of September 30, 2025 and December 31, 2024, $ 1.7 million and $ 2.3 million, respectively, were classified as current liabilities .

September 30, 2025 December 31, 2024

(Dollars in millions)

Balance at beginning of period $ 10.3 $ 10.6

Expense 0.2 0.3

Cash expenditures ( 0.4 ) ( 0.4 )

1 unchanged sentence

Balance at end of period $ 10.1 $ 10.3

Subsequent Events

On July 24, 2025, we entered into an agreement to sell our railroad services business, Koppers Railroad Structures Inc.

We expect to close this transaction in the third quarter of 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements