Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Chief Executive Officer and Interim Chief Financial Officer and utilizing the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control – Integrated Framework (2013), has evaluated the effectiveness of the Company’s 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 Interim Chief Financial Officer have concluded that these controls and procedures were effective as of the end of the period covered by this report.
(b) Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
See Management Report on page 38 for management’s annual report on internal control over financial reporting. See Report of Independent Registered Public Accounting Firm on page 39 for KPMG LLP’s attestation report on internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2025, none of our directors or executive officers adopted 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-X).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Item 401 of Regulation S-K with respect to directors is contained in our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders (the Proxy Statement) which we will file with the Securities and Exchange Commission, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year under the caption Proxy Item 1 – Proposal for Election of Directors and is incorporated herein by reference.
The information required by this item concerning our executive officers is incorporated by reference herein from Part I of this report under Information About Our Executive Officers.
The information required by Item 405 of Regulation S-K, if disclosure is required thereunder, is included in the Proxy Statement under the caption General Matters – Delinquent Section 16(a) Reports and is incorporated herein by reference.
The information required by Item 407(d)(4) and Item 407(d)(5) of Regulation S-K is included in the Proxy Statement under the caption Proxy Item 1 – Proposal for Election of Directors – Board Meetings and Committees and is incorporated herein by reference.
The information required by Item 408(b) of Regulation S-K is included in the Proxy Statement under the caption Executive and Director Compensation and is incorporated herein by reference.
The audit committee and our board have approved and adopted a Code of Conduct for all directors, officers and employees and a Code of Ethics Applicable to Senior Officers, copies of which are available on our website at www.koppers.com and upon written request by our shareholders at no cost. Requests should be sent to Koppers Holdings Inc., Attention: Corporate Secretary’s Office, 436 Seventh Avenue, Suite 1550, Pittsburgh, Pennsylvania 15219. We will describe the date and nature of any amendment to our Code of Conduct or Code of Ethics Applicable to Senior Officers or any waiver (implicit or explicit) from a provision of our Code of Conduct or Code of Ethics Applicable to Senior Officers within four business days following the date of the amendment or waiver on our Internet website at www.koppers.com . We do not intend to incorporate the contents of our website into this report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is contained in the Proxy Statement under the captions Executive and Director Compensation and Corporate Governance Matters – Committee Reports to Shareholders – Management Development and Compensation Committee Report and is incorporated herein by reference.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 is contained in the Proxy Statement under the caption Common Stock Ownership and is incorporated herein by reference.
The following table provides information as of December 31, 2025, regarding the number of shares of our common stock that may be issued under our LTIP and employee stock purchase plan:
Plan Category: Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)
Weighted average exercise price of outstanding options,
warrants and rights (2)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) (3)
Equity compensation plans approved by security holders 1,771,598 $28.62 1,177,972
Equity compensation plans not approved by security holders 0 0.00 0
Total 1,771,598 $28.62 1,177,972
(1) Includes shares of our common stock that may be issued pursuant to outstanding options, time-based restricted stock units (RSUs) and performance-based RSUs awarded under our LTIP.
(2) Does not reflect time-based RSUs and performance-based RSUs included in the first column, which do not have an exercise price.
(3) There were no outstanding purchase rights under the employee stock purchase plan as of December 31, 2025. A total of 74,841 shares were available for issuance under the employee stock purchase plan as of December 31, 2025.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 is contained in the Proxy Statement under the captions Transactions with Related Persons and Corporate Governance Matters – Director Independence and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Auditor Name: KPMG LLP
Auditor Location: Pittsburgh, Pennsylvania (US Firm)
Auditor Firm ID: PCAOB ID 185
All other information required by Item 14 is contained in the Proxy Statement under the caption Auditors and is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1. Financial Statements
Financial statements filed as part of this report are included in Item 8 – Financial Statements and Supplementary Data as listed on the index on page 37 .
(a) 2. Financial Statement Schedules
Schedule II – Valuation and Qualifying Accounts and Reserves is included on page 79 . All other schedules are omitted, because they are not applicable or the required information is contained in the applicable financial statements or notes thereto.
(a) 3. Exhibits
EXHIBIT INDEX
Exhibit No. Exhibit Incorporation by Reference
3.1 Amended and Restated Articles of Incorporation of the Company, as amended on August 3, 2023
Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on November 3, 2023 (Commission File No. 001-32737).
3.2 Third Amended and Restated Bylaws of the Company, as amended on May 2, 2024
Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2024 (Commission File No. 001-32737).
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Exhibit No. Exhibit Incorporation by Reference
4.1 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 27, 2025 (Commission File No. 001-32737).
10.1 Asset Purchase Agreement by and between Koppers Inc. and Koppers Company, Inc., dated as of December 28, 1988 Respective exhibits to the Koppers Inc. Prospectus filed on February 7, 1994. (P)
10.2 Asset Purchase Agreement Guarantee provided by Beazer PLC, dated as of December 28, 1988 Respective exhibits to the Koppers Inc. Prospectus filed on February 7, 1994. (P)
10.3* Koppers Industries, Inc. Non-contributory Long Term Disability Plan for Salaried Employees Respective exhibits to the Koppers Inc. Prospectus filed on February 7, 1994 pursuant to Rule 424(b) of the Securities Act of 1933, as amended, in connection with the offering of the 8 1 / 2 % Senior Notes due 2004. (P)
10.4* Koppers Industries, Inc. Survivor Benefit Plan Respective exhibits to the Koppers Inc. Prospectus filed on February 7, 1994 pursuant to Rule 424(b) of the Securities Act of 1933, as amended, in connection with the offering of the 8 1 / 2 % Senior Notes due 2004. (P)
10.5 Amendment and Restatement to Article VII of the Asset Purchase Agreement by and between Koppers Inc. and Beazer East, Inc., dated July 15, 2004
Exhibit 10.33 to the Koppers Inc. Quarterly Report on Form 10-Q filed on August 6, 2004 (Commission File No. 001-12716).
10.6 Agreement and Plan of Merger dated as of November 18, 2004, by and among Koppers Inc., Merger Sub for KI Inc. and Koppers Holdings Inc. (f/k/a KI Holdings Inc.)
Exhibit 10.34 to the Company’s Registration Statement on Form S-4 filed on February 14, 2005 (Registration No. 333-122810).
10.7* Koppers Holdings Inc. 2005 Long Term Incentive Plan, as Amended and Restated effective March 24, 2016
Appendix A to the Company’s Definitive Proxy Statement for its 2016 Annual Meeting of Shareholders filed on April 5, 2016 (Commission File No. 001-32737).
10.8* Koppers Holdings Inc. Benefit Restoration Plan
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2007 (Commission File No. 001-32737).
10.9* Amendment to Koppers Holdings Inc. Benefit Restoration Plan effective as of January 1, 2009
Exhibit 10.57 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 20, 2009 (Commission File No. 001-32737).
10.10* Notice of Grant of Stock Option
Exhibit 10.64 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 filed on February 25, 2013 (Commission File No. 001-32737).
10.11* Koppers Annual Incentive Plan, as amended January 25, 2016
Exhibit 10.97 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed on February 29, 2016 (Commission File No. 001-32737).
10.12* Notice of Grant of Stock Option
Exhibit 10.100 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed on March 2, 2015 (Commission File No. 001-32737).
10.13* Koppers Holdings Inc. 2018 Long Term Incentive Plan
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 3, 2018 (Commission File No. 001-32737).
10.14* Form of Notice of Grant of Stock Option
Exhibit 10.123 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2018 (Commission File No. 001-32737).
10.15* Form of Notice of Grant of Stock Option
Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 27, 2020 (Commission File No. 001-32737).
10.16* Koppers Holdings Inc. 2020 Long Term Incentive Plan
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2020 (Commission File No. 001-32737).
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Exhibit No. Exhibit Incorporation by Reference
10.17* Form of Notice of Grant of Stock Option
Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 24, 2021 (Commission File No. 001-32737).
10.18* Amendment to the Koppers Holdings Inc. Benefit Restoration Plan
Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 24, 2021 (Commission File No. 001-32737).
10.19* First Amendment to the Koppers Holdings Inc. 2020 Long Term Incentive Plan
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2021 (Commission File No. 001-32737).
10.20* Amended and Restated Koppers Holdings Inc. Employee Stock Purchase Plan
Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 7, 2021 (Commission File No. 001-32737).
10.21* Form of Change in Control Agreement entered into as of March 1, 2021 between Koppers Holdings Inc. and the named Executive
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 7, 2021 (Commission File No. 001-32737).
10.22* Koppers Holdings Inc. Director Deferred Compensation Plan
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2021 (Commission File No. 001-32737).
10.23* Form of Notice of Grant of Stock Option
Exhibit 10.51 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 23, 2022 (Commission File No. 001-32737).
10.24 Credit Agreement, dated as of June 17, 2022, by and among Koppers Inc., as Borrower, Koppers Holdings Inc., as Holdings, the Lenders and L/C Issuers party thereto, PNC Bank, National Association, as Revolving Administrative Agent, Collateral Agent and Swingline Loan Lender, and Wells Fargo Bank, National Association, as Term Administrative Agent
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 21, 2022 (Commission File No. 001-32737).
10.25* Koppers Holdings Inc. Director Deferred Compensation Plan, as amended and restated effective August 3, 2022
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 4, 2022 (Commission File No. 001-32737).
10.26 Amendment No. 1, dated as of April 10, 2023, to the Credit Agreement, dated as of June 17, 2022, by and among Koppers Inc., as Borrower, Koppers Holdings Inc., as Holdings, the Lenders and L/C issuers party thereto, PNC Bank, National Association, as Revolving Administrative Agent, Collateral Agent and Swingline Loan Lender, and Wells Fargo Bank, National Association, as Term Administrative Agent
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 11, 2023 (Commission File No. 001-32737).
10.27* Amendment to the Koppers Holdings Inc. Benefit Restoration Plan, effective as of May 1, 2023
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 3, 2023 (Commission File No. 001-32737).
10.28* Form of Restricted Stock Unit Issuance Agreement Non-Employee Director - Time Vesting
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 3, 2023 (Commission File No. 001-32737).
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Exhibit No. Exhibit Incorporation by Reference
10.29 Amendment No. 2, dated as of October 11, 2023, to the Credit Agreement, dated as of June 17, 2022, by and among Koppers Inc., as Borrower, Koppers Holdings Inc., as Holdings, the Lenders and L/C issuers party thereto, PNC Bank, National Association, as Revolving Administrative Agent, Collateral Agent and Swingline Loan Lender, and Wells Fargo Bank, National Association, as Term Administrative Agent
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 12, 2023 (Commission File No. 001-32737).
10.30* Form of Restricted Stock Unit Issuance Agreement - Time Vesting
Exhibit 10.43 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 28, 2024 (Commission File No. 001-32737).
10.31* Form of Restricted Stock Unit Issuance Agreement - EBITDA Performance Vesting
Exhibit 10.44 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 28, 2024 (Commission File No. 001-32737).
10.32* Form of Restricted Stock Unit Issuance Agreement - TSR Performance Vesting
Exhibit 10.45 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 28, 2024 (Commission File No. 001-32737).
10.33 Amendment No. 3, dated as of April 12, 2024, to the Credit Agreement, dated as of June 17, 2022, by and among Koppers Inc., as Borrower, Koppers Holdings Inc., as Holdings, the Lenders and L/C issuers party thereto, PNC Bank, National Association, as Revolving Administrative Agent, Collateral Agent and Swingline Loan Lender, and Wells Fargo Bank, National Association, as Term Administrative Agent
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 15, 2024 (Commission File No. 001-32737).
10.34 Amendment No. 4, dated as of April 22, 2024, to the Credit Agreement, dated as of June 17, 2022, by and among Koppers Inc., as Borrower, Koppers Holdings Inc., as Holdings, the Lenders and L/C issuers party thereto, PNC Bank, National Association, as Revolving Administrative Agent, Collateral Agent and Swingline Loan Lender, and Wells Fargo Bank, National Association, as Term Administrative Agent
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 8, 2024 (Commission File No. 001-32737).
10.35 Amendment No. 5, dated as of December 17, 2024, to the Credit Agreement, dated as of June 17, 2022, by and among Koppers Inc., as Borrower, Koppers Holdings Inc., as Holdings, the Lenders and L/C issuers party thereto, PNC Bank, National Association, as Revolving Administrative Agent, Collateral Agent and Swingline Loan Lender, and Wells Fargo Bank, National Association, as Term Administrative Agent
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 17, 2024 (Commission File No. 001-32737).
10.36* Form of Restricted Stock Unit Issuance Agreement - Time Vesting
Exhibit 10.49 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 27, 2025 (Commission File No. 001-32737).
10.37* Form of Restricted Stock Unit Issuance Agreement - EBITDA Performance Vesting
Exhibit 10.50 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 27, 2025 (Commission File No. 001-32737).
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Exhibit No. Exhibit Incorporation by Reference
10.38* Form of Restricted Stock Unit Issuance Agreement - TSR Performance Vesting
Exhibit 10.51 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 27, 2025 (Commission File No. 001-32737).
10.39* Form of Restricted Stock Unit Issuance Agreement - Rollover - Time Vesting
Exhibit 10.52 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 27, 2025 (Commission File No. 001-32737).
10.40* Form of Restricted Stock Unit Issuance Agreement - Rollover - TSR Performance Vesting
Exhibit 10.53 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 27, 2025 (Commission File No. 001-32737).
10.41* Letter Agreement with Stephen G. Lucas
Exhibit 10.54 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 27, 2025 (Commission File No. 001-32737).
10.42* Koppers Holdings Inc. Amended and Restated 2020 Long Term Incentive Plan
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 9, 2025 (Commission File No. 001-32737).
10.43* Koppers Inc. Annual Incentive Plan, as amended and restated effective February 12, 2025
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 9, 2025 (Commission File No. 001-32737).
10.44 Amendment No. 6, dated as of June 17, 2025, to the Credit Agreement, dated as of June 17, 2022, by and among Koppers Inc., as Borrower, Koppers Holdings Inc., as Holdings, the Lenders and L/C issuers party thereto, PNC Bank, National Association, as Revolving Administrative Agent, Collateral Agent and Swingline Loan Lender, and Wells Fargo Bank, National Association, as Term Administrative Agent.
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 18, 2025 (Commission File No. 001-32737).
10.45* *** Form of Restricted Stock Unit Issuance Agreement - Time Vesting
10.46* *** Form of Restricted Stock Unit Issuance Agreement - Financial Performance Vesting
10.47* *** Form of Restricted Stock Unit Issuance Agreement - TSR Performance Vesting
10.48* *** Form of Restricted Stock Unit Issuance Agreement - Time Vesting - CEO Award
10.49* *** Form of Restricted Stock Unit Issuance Agreement - Financial Performance Vesting - CEO Award
10.50* *** Form of Restricted Stock Unit Issuance Agreement - TSR Performance Vesting - CEO Award
10.51* *** Form of Restricted Stock Unit Issuance Agreement - Non-Employee Director - Time Vesting
19*** Insider Trading and Securities Compliance Policy
21*** Subsidiaries of the Company.
23.1*** Consent of Independent Registered Public Accounting Firm.
24*** Powers of Attorney.
31.1*** Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
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Exhibit No. Exhibit Incorporation by Reference
31.2*** Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
32.1*** Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 1350.
97 Koppers Holdings Inc. Incentive-Based Compensation Recovery Policy
Exhibit 97 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 28, 2024 (Commission File No. 001-32737).
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)
* Management Contract or Compensatory Plan.
*** Filed herewith.
(P) Paper exhibits
ITEM 16. FORM 10-K SUMMARY
None.
KOPPERS HOLDINGS INC.
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2025, 2024 and 2023:
Balance at Beginning of Year Increase to Expense Net
Write-offs Currency
Translation Balance at End of Year
(Dollars in millions)
2025:
Allowance for doubtful accounts $ 6.9 $ 0.7 $ ( 0.5 ) $ ( 0.1 ) $ 7.0
Deferred tax valuation allowance $ 46.6 $ 0.3 $ ( 5.0 ) $ 0.1 $ 42.0
2024:
Allowance for doubtful accounts $ 6.5 $ 1.1 $ ( 0.6 ) $ ( 0.1 ) $ 6.9
Deferred tax valuation allowance $ 43.1 $ 3.8 $ 0.0 $ ( 0.3 ) $ 46.6
2023:
Allowance for doubtful accounts $ 3.5 $ 3.2 $ ( 0.2 ) $ 0.0 $ 6.5
Deferred tax valuation allowance $ 43.8 $ 0.3 $ ( 1.1 ) $ 0.1 $ 43.1
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Koppers Holdings Inc. has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
K OPPERS H OLDINGS I NC .
BY: /s/ B RADLEY A. P EARCE
Bradley A. Pearce
Interim Chief Financial Officer and
Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this annual report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signature Capacity Date
/ S / L EROY M. B ALL
Chair of the Board and Chief
Executive Officer (Principal Executive Officer) February 26, 2026
Leroy M. Ball
/ S / B RADLEY A. P EARCE
Interim Chief Financial Officer and
Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) February 26, 2026
Bradley A. Pearce
Xudong Feng, Ph.D. Director
Traci L. Jensen Director
David L. Motley Director By / S / L EROY M. B ALL
Albert J. Neupaver Director Leroy M. Ball Attorney-in-Fact
Laura J. Posadas Director
Andrew D. Sandifer Director
Nishan J. Vartanian Director February 26, 2026
Sonja M. Wilkerson Director
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