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

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

SEC Form 10-Q filed by Koppers Holdings Inc.