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What changed in Koppers Holdings Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Koppers Holdings Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+249 added−237 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in Koppers Holdings Inc.'s 2025 10-K

249 paragraphs added · 237 removed · 191 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeLikewise, we believe that our marketing, engineering, environmental, regulatory and technical support services provide added value to our customer base. We believe another competitive advantage is provided by our strategic sourcing group, which procures scrap copper and other raw materials, such as chromic acid, tebuconazole, arsenic trioxide, colorants, dispersants and various biocides and co-biocides through the global market.
Biggest changeWe believe another competitive advantage is provided by our strategic sourcing group, which procures scrap copper and other raw materials, such as chromic acid, tebuconazole, arsenic trioxide, colorants, dispersants and various biocides and co-biocides through the global market. 5 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report Carbon Materials and Chemicals Our CMC business manufactures its primary products and sells them directly to our global customer base under long-term contracts or through purchase orders negotiated by our regional sales personnel and coordinated through our regional marketing groups.
Utility poles are produced mainly from pine species in the United States and eucalyptus species in Australia. Most of these poles are purchased from large timber owners and individual landowners and shipped to one of our pole-peeling facilities.
Utility poles are produced mainly from pine species in the United States and eucalyptus species in Australia. Most of these poles are purchased from large timber owners and individual landowners and are shipped to one of our pole-peeling facilities.
We believe this places Koppers in the center of what is known as the circular economy that emphasizes the reduce, reuse, recycle mentality that continues to frame global conservation efforts. Our wood-treatment solutions, while supporting an important role in our global infrastructure across multiple industries, also support an important role in the carbon cycle.
We believe this places Koppers in the center of what is known as the circular economy that emphasizes the reduce, reuse, recycle mentality that continues to frame global conservation efforts. We believe our wood-treatment solutions, while supporting an important role in our global infrastructure across multiple industries, also support an important role in the carbon cycle.
Approximately ten to twelve employees from across the world are chosen annually for each cohort. Selected participants travel to our corporate headquarters to take part in workshops facilitated by university professors and business leaders. Our global Learning Management System (LMS) offers a comprehensive range of online educational opportunities across all disciplines.
Approximately ten to twelve employees from across the world are chosen for each cohort. Selected participants travel to our corporate headquarters to take part in workshops facilitated by university professors and business leaders. Our global Learning Management System (LMS) offers a comprehensive range of online educational opportunities across all disciplines.
A major component of this plan is our commitment to providing each employee with the training and education they need to be successful. Under the umbrella of Koppers College, we provide leadership development training to employees at all levels of the organization through various program offerings with the goal of expanding their growth opportunities within the organization.
A major component of this plan is our commitment to providing each employee with the training and education they need to be successful at the company. Under the umbrella of Koppers College, we provide leadership development training to employees at all levels of the organization through various program offerings with the goal of expanding their growth opportunities within the organization.
All Koppers employees take part in safety training programs and provide direct feedback to leadership as part of the company’s annual engagement survey. ▪ Inclusion – We are committed to creating a culture that supports inclusion. Our employee resource groups, which are organized around employee affinities and are open to all employees, provide an important development forum for employees.
All Koppers employees take part in safety training programs and provide direct feedback to leadership as part of the company’s annual engagement survey. ▪ Engagement – We are committed to creating a culture that supports engagement. Our employee resource groups, which are organized around employee affinities and are open to all employees, provide an important development forum for employees.
These programs, ranging from one week to several months, are designed to foster innovation and cultivate the next generation of leaders. The Koppers Leadership Forum identifies high-potential employees and enrolls them in an intensive nine-month program. This program is conducted in collaboration with a local university.
These programs, ranging from one week to several months, are designed to foster innovation and cultivate the next generation of the company's leaders. The Koppers Leadership Forum identifies high-potential employees and enrolls them in an intensive nine-month program. This program is conducted in collaboration with a local university.
PC supplies the ten largest lumber treating companies in the United States, the largest treated wood market in the world, in addition to four of the five largest lumber treating companies in Canada. In North America, our PC business is vertically integrated through the manufacturing of copper compounds for our copper-based wood preservatives.
The PC business supplies ten of the 11 largest lumber treating companies in the United States, the largest treated wood market in the world, in addition to four of the five largest lumber treating companies in Canada. In North America, our PC business is vertically integrated through the manufacturing of copper compounds for our copper-based wood preservatives.
We have launched four such employee resource groups over the past seven years, which serve as a model for future groups: LINKwomen, LINKparents, LINKup and LINKability. Governance We believe our corporate governance structure is designed to assure accountability to our stakeholders and to make certain that we conduct business in a responsible, ethical way.
We have launched four such employee resource groups over the past eight years, which serve as a model for future groups: LINKwomen, LINKparents, LINKup and LINKability. Governance We believe our corporate governance structure is designed to assure accountability to our stakeholders and to make certain that we conduct business in a responsible, ethical way.
Each year, we purchase approximately 37 million pounds of our key raw material, scrap copper, in addition to other compounds containing copper which we process to meet the demand of this major market. When we purchase scrap copper, it is shipped to our manufacturing plants in Hubbell, Michigan and Millington, Tennessee for further processing into other copper compounds.
Each year, we purchase approximately 30 million pounds of our key raw material, scrap copper, in addition to other compounds containing copper which we process to meet the demand of this major market. When we purchase scrap copper, it is shipped to our manufacturing plants in Hubbell, Michigan and Millington, Tennessee for further processing into other copper compounds.
For years, the coal tar distillation industry has operated in an excess capacity mode, which further increased the competition for a limited amount of coal tar in North America and Europe. In response, we embarked on a global restructuring plan in 2014 and reduced our global number of coal tar distillation facilities to three as of December 31, 2024.
For years, the coal tar distillation industry has operated in an excess capacity mode, which further increased the competition for a limited amount of coal tar in North America and Europe. In response, we embarked on a global restructuring plan in 2014 and reduced our global number of coal tar distillation facilities to three as of December 31, 2025.
In the United States, our primary coal tar raw material supply contracts have remaining terms ranging from one to two years, and most provide options for renewal. Pricing under these contracts is either formula-based or negotiated on a quarterly or semi-annual basis.
In the United States, our primary coal tar raw material supply contracts have remaining terms ranging from one to three years, and most provide options for renewal. Pricing under these contracts is either formula-based or negotiated on a quarterly or semi-annual basis.
Environmental The circular nature of our business starts with our raw materials, the majority of which are by-products generated by other industries (including scrap copper and coal tar) and renewable resources (trees). We purchase approximately 37 million pounds of scrap copper per year which is post-consumer or post-industrial in nature.
Environmental The circular nature of our business starts with our raw materials, the majority of which are by-products generated by other industries (including scrap copper and coal tar) and renewable resources (trees). We purchase approximately 30 million pounds of scrap copper per year which is post-consumer or post-industrial in nature.
Our RUPS business’ largest customer base is the North American Class I railroad market, which buys approximately 70 percent of all crossties produced in the United States and Canada. Approximately 73 percent of our North American Railroad Products and Services sales are under long-term contracts, and we currently supply all North American Class I railroads.
Our RUPS business’ largest customer base is the North American Class I railroad market, which buys approximately 70 percent of all crossties produced in the United States and Canada. Approximately 75 percent of our North American Railroad Products and Services sales are under long-term contracts, and we currently supply all North American Class I railroads.
Our Leadership Council, which consists of nine members of senior management, is responsible for directing the development and implementation of the company's strategic plan and business operations around the globe. These executive leaders establish and maintain our commitment to ethics, integrity, fiscal responsibility, growth and sustainability. Internet Access Our Internet address is www.koppers.com .
Our Executive Council, which consists of six members of senior management, is responsible for directing the development and implementation of the company's strategic plan and business operations around the globe. These executive leaders establish and maintain our commitment to ethics, integrity, fiscal responsibility, growth and sustainability. Internet Access Our Internet address is www.koppers.com .
Our people-focused strategy considers all aspects of the employee experience, from hiring practices and onboarding to health and wellness and talent management. We seek to create and foster an inclusive and welcoming culture where all employees feel empowered and can directly impact and share in the organization’s success.
Our people-focused strategy considers all aspects of the employee experience, from hiring practices and onboarding to health and wellness and talent management. We seek to create and foster a welcoming culture where all employees feel empowered and can directly impact and share in the organization’s success.
The labor contracts at three of our facilities covering approximately 150 employees are scheduled to expire during 2025. Human Capital Management Our ability to positively affect our communities starts with investing in our people. We put the health, safety and well-being of our employees at the forefront of everything we do as part of our Zero Harm culture (discussed herein).
The labor contracts at three of our facilities covering approximately 160 employees are scheduled to expire during 2026. Human Capital Management Our ability to positively affect our communities starts with investing in our people. We put the health, safety and well-being of our employees at the forefront of everything we do as part of our Zero Harm culture (discussed herein).
B USINESS General In this report, unless otherwise noted or the context otherwise requires, (i) the term Koppers, Koppers Holdings, the Company, we or us refers to Koppers Holdings Inc. and its consolidated subsidiaries, (ii) the term KH refers to Koppers Holdings Inc. and not any of its subsidiaries and (iii) the term KI refers to Koppers Inc. and not any of its subsidiaries.
BUSINESS General In this report, unless otherwise noted or the context otherwise requires, (i) the term Koppers, Koppers Holdings, the Company, we or us refers to Koppers Holdings Inc. and its consolidated subsidiaries, (ii) the term KH refers to Koppers Holdings Inc. and not any of its subsidiaries and (iii) the term KI refers to Koppers Inc. and not any of its subsidiaries.
We have established a governance structure to support and develop our sustainability practices. The Sustainability Committee of the board of directors provides oversight of our programs. Management provides direction through its Leadership Council, chaired by the CEO. Our Sustainability Steering Committee provides guidance on goals and programs designed to improve our performance against those expectations.
We have established a governance structure to support and develop our sustainability practices. The Sustainability Committee of the board of directors provides oversight of our programs. Management provides direction through its Executive Council, chaired by the CEO. Our employee-led Sustainability Steering Committee provides guidance on goals and programs designed to improve our performance against those expectations.
We have incurred, and could incur in the future, significant costs if we fail to comply with responsibilities imposed under environmental laws and regulations, including cleanup costs, civil and criminal penalties, injunctive relief and denial or loss of, or imposition of significant restrictions on, environmental permits.
Environmental laws and regulations are subject to frequent amendment. We have incurred, and could incur in the future, significant costs if we fail to comply with responsibilities imposed under environmental laws and regulations, including cleanup costs, civil and criminal penalties, injunctive relief and denial or loss of, or imposition of significant restrictions on, environmental permits.
Employees and Employee Relations Listed below is a breakdown of employees by our businesses, including administration as of December 31, 2024.
Employees and Employee Relations Listed below is a breakdown of employees by our businesses, including administration as of December 31, 2025.
These advantages provide for security of supply and logistics advantages for our customers. 6 Koppers Holdings Inc. 2024 Annual Report Technology and Licensing In 1988, we acquired the Koppers trademark from Koppers Company, Inc. The association of the name with the chemical, building, wood preservation and coke industries is beneficial to our company, as it represents long-standing, high quality products.
These advantages provide for security of supply and logistics advantages for our customers. Technology and Licensing In 1988, we acquired the Koppers trademark from Koppers Company, Inc. The association of the name with the chemical, building, wood preservation and coke industries is beneficial to our company, as it represents long-standing, high quality products.
We utilize swap contracts to hedge our exposure to copper prices. 5 Koppers Holdings Inc. 2024 Annual Report We believe that being vertically integrated in copper manufacturing provides PC with an important competitive advantage and also provides our customers with the security of a supply of copper-based wood preservatives.
We utilize swap contracts to hedge our exposure to copper prices. We believe that being vertically integrated in copper manufacturing provides our PC business with an important competitive advantage and also provides our customers with the security of a supply of copper-based wood preservatives.
Zero Harm includes global policies that guide our health and safety practices throughout all our facilities, focusing on leading activities that identify hazards and prevent accidents, and a leadership culture that insists the health and safety of our employees is the top priority in everything we do.
Zero Harm includes global policies that guide our health and safety practices throughout all our facilities, focusing on leading activities that identify hazards and prevent 8 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report accidents, and a leadership culture that insists the health and safety of our employees is the top priority in everything we do.
The decision was driven by significant near-term capital spending requirements that could not be economically justified by end-market projections and the ability to substantially reduce annual emissions of certain regulated air contaminants.
The decision was driven by significant near-term capital spending requirements that could not be economically justified by end-market projections and the ability to substantially reduce annual emissions of certain regulated air contaminants. Production of phthalic anhydride ceased in the second quarter of 2025.
As a result, operating results may vary from quarter to quarter depending on the severity of weather conditions and other variables affecting our products. Historically, our operating results have been significantly lower in the first and fourth calendar quarters as compared to the second and third calendar quarters.
As a result, operating results may vary from quarter to quarter depending on the severity of weather conditions 6 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report and other variables affecting our products. Historically, our operating results have been significantly lower in the first and fourth calendar quarters as compared to the second and third calendar quarters.
In addition, we have businesses which have product life cycle management capabilities to help solve our customers’ challenge of responsibly disposing of end-of-life crossties by repurposing used wood products, including as a fuel source.
In addition, we have businesses which have product life cycle management capabilities to help solve our customers’ challenge of responsibly disposing of end-of-life crossties by repurposing used wood products, including as a fuel source. This reduces the end-of-life impact of our ties, contributing to greater product sustainability.
Our CMC business manufactures the following principal products: ▪ creosote, used in the treatment of wood or as a feedstock in the production of carbon black; ▪ carbon pitch, a critical raw material used in the production of aluminum and steel; ▪ naphthalene, used as a feedstock in the production of phthalic anhydride and as a surfactant in the production of concrete; and ▪ phthalic anhydride, used in the production of plasticizers, polyester resins and alkyd paints, respectively.
Our CMC business manufactures the following principal products: ▪ creosote, used in the treatment of wood or as a feedstock in the production of carbon black; ▪ carbon pitch, a critical raw material used in the production of aluminum and steel; and ▪ naphthalene, used as a surfactant in the production of concrete.
Among its duties and responsibilities, the board oversees management’s direction of the legal, ethical and socially responsible behavior of the company, such as developing effective performance measurement systems, reviewing the company's long-term strategy and overseeing risk management processes.
Among its duties and responsibilities, the board oversees management’s direction of the legal, financial, ethical and socially responsible behavior of the company, such as 9 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report developing effective performance measurement systems, reviewing the company's long-term strategy and overseeing risk management processes.
The RUPS business operates 19 wood treating plants and one rail joint bar manufacturing facility located throughout the United States, Canada and Australia. Our network of plants is strategically located near timber suppliers to enable us to access raw materials and service customers effectively. In addition, all of our crosstie treating plants are on our largest railroad customers’ rail lines.
The RUPS business operates 18 wood treating plants and one rail joint bar manufacturing facility located throughout the United States, Canada and Australia. Our network of plants is strategically located near timber suppliers to enable us to access raw materials and service customers effectively.
We believe we are the largest supplier of railroad crossties to the Class I railroads in North America. We have one principal competitor, Stella-Jones Inc., and several smaller regional competitors in the North American market. Competitive factors in the railroad crosstie market include price, quality, location, service and security of supply.
We have one principal competitor, Stella-Jones Inc., and several smaller regional competitors in the North American market. Competitive factors in the railroad crosstie market include price, quality, location, service and security of supply.
Many of our locations have made strong connections with local community members, allowing Koppers representatives to share facility information and address any questions, observations, concerns and ideas. Our community impact is demonstrated through our employees’ volunteer commitments and a corporate philanthropy program.
Social We are committed to proactively evaluating and addressing community needs in the areas where we operate. Many of our locations have made strong connections with local community members, allowing Koppers representatives to share facility information and address any questions, observations, concerns and ideas. Our community impact is demonstrated through our employees’ volunteer commitments and a corporate philanthropy program.
It is also important that we continue attracting top talent to our workforce. Our Culture and Engagement team leads these efforts to attract, retain and develop our employees and has created various programs to enhance the skill set of our workforce.
Our Culture and Engagement team leads these efforts to attract, retain and develop our employees and has created various programs to enhance the skill set of our workforce.
Recognizing the importance of supporting our employees in all aspects of their lives, we provide an Employee Assistance Program with a full range of supportive resources including financial wellness, mental health and family services.
As part of this program, employees can earn financial incentives and non-monetary rewards for completing a variety of wellness and nutritional initiatives. Recognizing the importance of supporting our employees in all aspects of their lives, we provide an Employee Assistance Program with a full range of supportive resources including financial wellness, mental health and family services.
The program includes videos detailing our company and our primary business lines as well as a new hire information packet that contains information on employee programs, services, benefits and more. We also have a toolkit to help managers guide new employees for success, and we conduct regular new hire surveys to solicit feedback and identify opportunities for improvement.
The program includes videos detailing our company and our 7 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report primary business lines as well as a new hire information packet that contains information on employee programs, services, benefits and more. We also have a toolkit to help managers guide new employees for success.
The contents of our Internet site are not incorporated by reference into this document. 10 Koppers Holdings Inc. 2024 Annual Report
The contents of our Internet site are not incorporated by reference into this document.
Our primary Australian supply contracts have remaining terms up to five years and contain formula-based pricing which is adjusted on an annual or semi-annual basis. Finally, our European business does not have a long-term tar supply contract in place but is negotiating commercial contracts periodically.
Our primary European tar supply contract has a remaining term of approximately four years and contains quarterly formula-based tar pricing. Finally, our primary Australian tar supply contracts have remaining terms up to four years and contain formula-based pricing which is adjusted on an annual or semi-annual basis.
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.
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 business related to the recovery of used crossties, serving the same customer base as our North American railroad business.
Our RUPS business manufactures its primary products and sells them directly to our customers through long-term contracts and purchase orders negotiated by our regional sales personnel and coordinated through our marketing group at corporate headquarters. 4 Koppers Holdings Inc. 2024 Annual Report Hardwoods, such as oak and other species, are the major raw materials in wood crossties.
In addition, all of our crosstie treating plants are on our largest railroad customers’ rail lines. 4 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report Our RUPS business manufactures its primary products and sells them directly to our customers through long-term contracts and purchase orders negotiated by our regional sales personnel and coordinated through our marketing group at corporate headquarters.
The U.S. 401(k) program includes both traditional matching and an additional non-elective company contribution based on organizational performance. When the company achieves the established performance target, employees share in this success through an automatic contribution to their 401(k) accounts. We also offer our employees the option to acquire Koppers stock through an employee stock purchase program.
When the company achieves the established performance target, employees share in this success through an automatic contribution to their 401(k) accounts. We also offer our employees the option to acquire Koppers stock through our employee stock purchase program. The program gives our employees the opportunity to buy shares at a discount through payroll deductions during defined quarterly offering periods.
Hardwood prices, which account for approximately 70 percent of a finished crosstie’s cost, fluctuate with the demand from other hardwood lumber markets, such as oak flooring, pallets and other specialty lumber products. Weather conditions can be a factor in the supply of raw material, as unusually wet or inclement conditions may make it difficult to harvest timber.
Hardwoods, such as oak and other species, are the major raw materials in wood crossties. Hardwood prices, which account for approximately 70 percent of a finished crosstie’s cost, fluctuate with the demand from other hardwood lumber markets, such as oak flooring, furniture, pallets, barrels and other specialty lumber products.
The program gives our employees the opportunity to buy shares at a discount through payroll deductions during defined quarterly offering periods. Health and Safety We believe a robust wellness program that encourages employee participation is key to promoting healthy lifestyles and decision-making.
Health and Safety We believe a robust wellness program that encourages employee participation is key to promoting healthy lifestyles and decision-making. Our wellness screening program for our U.S.-based employees provides employees the opportunity to learn more about their health and daily routines.
The crossties are either air-stacked for a period of six to nine months or artificially dried by a process called boultonizing. Once dried, the crossties are pressure treated with creosote, a product of our CMC business. A substantial portion of our crossties are treated with borate, which is purchased from PC, in combination with creosote.
Once dried, the crossties are pressure treated with creosote, a product of our CMC business. A portion of our crossties are also treated with borate, which is purchased from our PC business, in combination with creosote. We believe we are the largest supplier of railroad crossties to the Class I railroads in North America.
In addition to our in-house training and development opportunities, we also offer our employees a tuition reimbursement program to help pursue degrees and certifications related to relevant skills they utilize for their positions to further personal and company success. 8 Koppers Holdings Inc. 2024 Annual Report Inclusion We support an inclusive and diverse work environment across our company through a range of programs that create equal employment opportunities and a culture of belonging.
The LMS platform is designed to support continuous learning and professional development at every level of the organization. In addition to our in-house training and development opportunities, we also offer our employees a tuition reimbursement program to help pursue degrees and certifications related to relevant skills they utilize for their positions to further individual- and company-level success.
In the United States, hardwood lumber for crossties is procured by us from hundreds of small sawmills throughout the northeastern, midwestern and southern areas of the country. The crossties are shipped via rail car or trucked directly to one of our crosstie treating plants, all of which are on line with a major railroad.
The crossties are shipped via rail car or trucked directly to one of our crosstie treating plants, all of which are on line with a major railroad. The crossties are either air-stacked for a period of six to nine months or artificially dried by a process called boultonizing.
Business Salaried Non-Salaried Total Railroad and Utility Products and Services 364 781 1,145 Performance Chemicals 232 119 351 Carbon Materials and Chemicals 209 208 417 Administration 165 4 169 Total Employees 970 1,112 2,082 7 Koppers Holdings Inc. 2024 Annual Report Approximately 460 of our employees are represented by a number of different labor unions and are covered under numerous labor agreements.
Business Salaried Non-Salaried Total Railroad and Utility Products and Services 311 679 990 Performance Chemicals 223 121 344 Carbon Materials and Chemicals 183 184 367 Administration 155 3 158 Total Employees 872 987 1,859 Approximately 425 of our employees are represented by a number of different labor unions and are covered under numerous labor agreements.
See Note 3 – Acquisitions, Divestitures and Discontinued Operations for a discussion of the sale of our Chinese distillation facility, Koppers (Jiangsu) Carbon Chemical Company Limited (KJCC) in 2020 as part of this plan. The smelting of aluminum requires significant amounts of energy, which is a major cost component for the aluminum industry.
The smelting of aluminum requires significant amounts of energy, which is a major cost component for the aluminum industry.
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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.
Added
Weather conditions can be a factor in the supply of raw material, as unusually wet or inclement conditions may make it difficult to harvest timber. In the United States, hardwood lumber for crossties is procured by us from hundreds of small sawmills throughout the northeastern, midwestern and southern areas of the country.
Removed
In April 2024, we completed our acquisition of substantially all of the assets of Brown Wood Preserving Company, Inc. and certain of its affiliates (Brown Wood) for approximately $100 million in cash, after post-closing working capital adjustments. Brown Wood is a utility pole treating business with principal operating locations in Alabama and Mississippi.
Added
Likewise, we believe that our marketing, engineering, environmental, regulatory and technical support services provide added value to our customer base.
Removed
The business we acquired, as well as the sales function, has been operationally integrated into our existing network of utility pole plants and distribution yards. We believe the acquisition increased our presence in existing markets and offers an attractive entry point to new geographic markets for our utility pole business.
Added
We support a collaborative work environment across our company through a range of programs that create employment opportunities for the members of our communities and promote a culture of belonging. It is also important that we continue attracting and retaining top talent to our workforce.
Removed
Carbon Materials and Chemicals Our CMC business manufactures its primary products and sells them directly to our global customer base under long-term contracts or through purchase orders negotiated by our regional sales personnel and coordinated through our regional marketing groups.
Added
Compensation and Benefits We encourage employee participation in our benefit programs for saving for retirement through robust defined contribution and employee stock purchase programs. The U.S. 401(k) plan offers both pre-tax and Roth contribution options, along with traditional matching and an additional non-elective company contribution based on organizational performance.
Removed
We have targeted mid-2025 for shutdown and expect to ramp down production of phthalic anhydride in the first half of 2025 as we build inventory to supply existing contracts through 2025, as necessary. Once the shutdown is complete, our CMC business will no longer manufacture phthalic anhydride.
Removed
Environmental laws and regulations are subject to frequent amendment and have historically become more stringent over time.
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The platform is designed to support continuous learning and professional development at every level of the organization.
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Our global inclusion initiative focuses on supporting our strategy to be an employer of choice and helps to ensure that all employees feel they are heard and valued to harness the power of an engaged workforce. Compensation and Benefits We encourage employee participation in our benefit programs for saving for retirement through robust defined contribution and employee stock purchase programs.
Removed
Our wellness screening program for our U.S.-based employees provides employees the opportunity to learn more about their health and daily routines. As part of this program, employees can earn financial incentives and non-monetary rewards for completing a variety of wellness and nutritional initiatives.
Removed
This reduces the end-of-life impact of our ties, contributing to greater product sustainability. 9 Koppers Holdings Inc. 2024 Annual Report Social We are committed to proactively evaluating and addressing community needs in the areas where we operate.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAlthough the global aluminum industry has experienced growth on a long-term basis, the aluminum industry has experienced a shift in primary aluminum production from the mature geographies, where we have historically enjoyed high market shares, to emerging economies, where we have less of a presence.
Biggest changeAlthough the global aluminum industry has experienced growth on a long-term basis, the aluminum industry has experienced a shift in primary aluminum production from the mature geographies, where we have historically enjoyed high market shares, to emerging economies, where we have less of a presence. 12 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report We are dependent on major customers for a significant portion of our net sales, and the loss of one or more of our major customers could result in a significant reduction in our profitability as a whole or the profitability of a particular product.
Additionally, if pitch markets decline significantly domestically, the domestic creosote markets will become out of balance with pricing and volumes. ▪ In certain circumstances coal tar may also be used as an alternative to fuel. In the past, increases in energy prices have resulted in higher coal tar costs which we have attempted to pass through to our customers.
Additionally, if domestic pitch markets decline significantly, the domestic creosote markets will become out of balance with pricing and volumes. ▪ In certain circumstances coal tar may also be used as an alternative to fuel. In the past, increases in energy prices have resulted in higher coal tar costs which we have attempted to pass through to our customers.
Such outcomes could harm our customer goodwill and reduce our profitability and could have a material adverse effect on our business, financial condition, cash flow and results from operations. We are subject to extensive environmental laws and regulations and may incur significant costs as a result of continued compliance with, violations of or liabilities under environmental laws and regulations.
Such outcomes could harm our reputation, customer goodwill and reduce our profitability and could have a material adverse effect on our business, financial condition, cash flow and results from operations. We are subject to extensive environmental laws and regulations and may incur significant costs as a result of continued compliance with, violations of or liabilities under environmental laws and regulations.
Although Koppers does not currently exceed the threshold for the Safeguard Mechanism (100,000 TCO2e scope 1 emissions), it is foreseeable that the government could lower the threshold in the future. The Australian government has released draft legislation that seeks to introduce mandatory requirements for large businesses and financial institutions to disclose their climate-related risks and opportunities.
Although Koppers does not currently exceed the threshold for the Safeguard Mechanism (100,000 TCO2e scope 1 emissions), it is foreseeable that the government could lower the threshold in the future. The Australian government has released legislation that seeks to introduce mandatory requirements for large businesses and financial institutions to disclose their climate-related risks and opportunities.
Finally, natural disasters, including but not limited to wildfires, hurricanes and earthquakes, could affect our revenue and operating results. It is impossible to predict the timing, magnitude or location of such natural disasters or their impacts on the local economy and on our operations.
Finally, natural disasters, including but not limited to wildfires, hurricanes and earthquakes, could affect our revenue and operating results. It is impossible to predict the timing, magnitude or location of such natural disasters or their impacts on the local economy and on our local or integrated operations.
These hazards, among others, may cause personal injury and loss of life, damage to property and contamination of the environment, which could lead to government fines or work stoppage injunctions, cleanup costs and lawsuits by injured persons.
These hazards, among others, may cause personal injury and loss of life, damage to property and contamination of the environment, which could lead to government fines or work stoppage injunctions, cleanup costs and lawsuits by injured persons or property owners.
If the costs of raw materials increase significantly (including as a result of tariffs) and we are unable to offset the increased costs with higher selling prices, our profitability will decline. Any such occurrence could have a material adverse effect on our operating results, financial condition, cash flows and liquidity. We face risks related to our substantial indebtedness.
If the costs of raw materials increase significantly (including as a result of tariffs or inflation) and we are unable to offset the increased costs with higher selling prices, our profitability will decline. Any such occurrence could have a material adverse effect on our operating results, financial condition, cash flows and liquidity. We face risks related to our substantial indebtedness.
If we are unable to respond successfully to changing competitive conditions, the demand for our products could be affected. We believe that the most significant competitive factor for our products is selling price. Our products may be rendered obsolete or less attractive by changes in regulatory, legislative or industry requirements.
If we are unable to respond successfully to changing competitive conditions or customer needs, the demand for our products could be affected. We believe that the most significant competitive factor for our products is selling price. Our products may be rendered obsolete or less attractive by changes in regulatory, legislative or industry requirements.
Some specific factors that may have a significant effect on our common stock market price include the following: ▪ actual or anticipated fluctuations in our operating results or future prospects; ▪ the public’s reaction to our press releases, our other public announcements and our filings with the Securities and Exchange Commission; ▪ strategic actions by us or our competitors, such as acquisitions or restructurings; ▪ new laws or regulations or new interpretations of existing laws or regulations applicable to our business; ▪ changes in accounting standards, policies, guidance, interpretations or principles; ▪ adverse conditions in the financial markets or general economic conditions, including those resulting from war, pandemic, incidents of terrorism and responses to such events; ▪ sales of common stock by us, members of our management team or a significant shareholder; ▪ changes in stock market analyst recommendations or earnings estimates regarding our common stock or other comparable companies; and ▪ changes in our current dividend policy or the elimination, reduction or suspension of our dividend.
Some specific factors that may have a significant effect on our common stock market price include the following: ▪ actual or anticipated fluctuations in our operating results or future prospects; ▪ the public’s reaction to our press releases, investor discussions, conference calls, other public announcements and filings with the Securities and Exchange Commission; ▪ strategic actions by us or our competitors, such as acquisitions or restructurings; ▪ new laws or regulations or new interpretations of existing laws or regulations applicable to our business; ▪ changes in accounting standards, policies, guidance, interpretations or principles; ▪ adverse conditions in the financial markets or general economic conditions, including those resulting from war, civil unrest, pandemic, incidents of terrorism and responses to such events; ▪ sales of common stock by us, members of our management team or a significant shareholder; ▪ changes in stock market analyst recommendations or earnings estimates regarding our common stock or other comparable companies; and ▪ changes in our current dividend policy or the elimination, reduction or suspension of our dividend.
Our computer systems, including our back-up systems, could be damaged or interrupted by power outages, computer and telecommunications failures, computer viruses, internal or external security breaches, events such as fires, earthquakes, floods, tornadoes and hurricanes, and/or errors by our employees.
Our computer systems, including our back-up systems, could be damaged or interrupted by power outages, computer and telecommunications failures, computer viruses, malware, ransomware, internal or external security breaches, events such as fires, earthquakes, floods, tornadoes and hurricanes, and/or errors by our employees.
ITEM 1A. R ISK FACTORS You should carefully consider the risks described below before investing in our publicly traded securities. Our business is subject to the risks that affect many other companies, such as competition, technological obsolescence, labor relations, general economic conditions, geopolitical events and international operations.
ITEM 1A. RISK FACTORS You should carefully consider the risks described below before investing in our publicly traded securities. Our business is subject to the risks that affect many other companies, such as competition, technological obsolescence, labor relations, general economic conditions, geopolitical events and international operations.
For example, due to the Russian invasion of Ukraine, our European-based CMC business lost a substantial portion of its coal tar supply that were previously sourced from the Russian Federation and Ukraine.
For example, due to the Russian invasion of Ukraine, our European-based CMC business lost a substantial portion of its coal tar supply that was previously sourced from the Russian Federation and Ukraine.
The Australian Competition and Consumer Commission and the Australian Securities and Investments Commission both announced they would be increasing monitoring of, and penalties for, misleading statements in relation to net zero commitments.
During 2022, the Australian Competition and Consumer Commission and the Australian Securities and Investments Commission both announced they would be increasing monitoring of, and penalties for, misleading statements in relation to net zero commitments.
There has been significant volatility in the market price and trading volume of equity securities, which is unrelated to the financial performance of the companies issuing the securities. These types of broad market fluctuations may negatively affect the market price of our common stock.
There has been significant volatility in the market price and trading volume of equity securities, which is unrelated to the financial performance of the companies issuing the securities, and this market-wide volatility may continue. These types of broad market fluctuations may negatively affect the market price of our common stock.
During the years ended December 31, 2024 and 2023, we contributed $9.4 million and $2.7 million, respectively, to our post-retirement benefit plans. For normal plan operations, management expects that any future obligations under our post-retirement benefit plans that are not currently funded will be funded from our future cash flow from operations.
During the years ended December 31, 2025 and 2024, we contributed $16.2 million and $9.4 million, respectively, to our post-retirement benefit plans. For normal plan operations, management expects that any future obligations under our post-retirement benefit plans that are not currently funded will be funded from our future cash flow from operations.
Our operations and properties are subject to extensive federal, state, local and foreign environmental laws and regulations, including those concerning the following, among other things: ▪ the treatment, storage and disposal of wastes; ▪ the investigation and remediation of contaminated soil and groundwater; ▪ the discharge of effluents into waterways; ▪ the emission of substances into the air; ▪ the marketing, sale, use and registration of our chemical products, such as creosote, CCA, DCOI, MicroPro® and naphthalene; 14 Koppers Holdings Inc. 2024 Annual Report ▪ the U.S.
Our operations and properties are subject to extensive federal, state, local and foreign environmental laws and regulations, including those concerning the following, among other things: ▪ the treatment, storage and disposal of wastes; ▪ the investigation and remediation of contaminated soil and groundwater; 13 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report ▪ the discharge of effluents into waterways; ▪ the emission of substances into the air; ▪ the marketing, sale, use and registration of our chemical products, such as creosote, CCA, DCOI, MicroPro® and naphthalene; ▪ the U.S.
We may be required to recognize impairment charges for our long-lived assets. At December 31, 2024, the net carrying value of long-lived assets (property, plant and equipment, goodwill, other intangible assets and operating lease right-of-use assets) totaled $1,186.7 million. In accordance with generally accepted accounting principles, we periodically assess these assets to determine if they are impaired.
We may be required to recognize impairment charges for our long-lived assets. At December 31, 2025, the net carrying value of long-lived assets (property, plant and equipment, goodwill, other intangible assets and operating lease right-of-use assets) totaled $1,190 million. In accordance with generally accepted accounting principles, we periodically assess these assets to determine if they are impaired.
We have operations in the United States, Australia, Denmark, the United Kingdom, New Zealand and Canada, among others, and sell our products in many foreign countries. For the year ended December 31, 2024, net sales from products sold by our foreign subsidiaries accounted for approximately 27 percent of our total net sales.
We have operations in the United States, Australia, Denmark, the United Kingdom, New Zealand and Canada, among others, and sell our products in many foreign countries. For the year ended December 31, 2025, net sales from products sold by our foreign subsidiaries accounted for approximately 29 percent of our total net sales.
These covenants limit our ability and the ability of our restricted subsidiaries to, among other things: ▪ incur additional debt; ▪ pay dividends or distributions on our capital stock or repurchase our capital stock; ▪ issue stock of subsidiaries; ▪ make certain distributions; ▪ make certain investments; ▪ create liens on our assets to secure debt; ▪ enter into transactions with affiliates; ▪ modify material documents (including organizational documents); ▪ make certain acquisitions; 12 Koppers Holdings Inc. 2024 Annual Report ▪ merge or consolidate with another company; and ▪ sell or otherwise transfer assets.
These covenants limit our ability and the ability of our restricted subsidiaries to, among other things: 11 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report ▪ incur additional debt; ▪ pay dividends or distributions on our capital stock or repurchase our capital stock; ▪ issue stock of subsidiaries; ▪ make certain distributions; ▪ make certain investments; ▪ create liens on our assets to secure debt; ▪ enter into transactions with affiliates; ▪ modify material documents (including organizational documents); ▪ make certain acquisitions; ▪ merge or consolidate with another company; and ▪ sell or otherwise transfer assets.
If these increased costs cannot be passed through to our customers, it could result in reduced profitability for our coal tar-based products. ▪ Our price realizations and profit margins for phthalic anhydride, naphthalene and carbon black feedstock have historically fluctuated with the market price of crude oil, market prices for chemicals derived from crude oil, such as ortho-xylene, or market indices derived from crude oil.
If these increased costs cannot be passed through to our customers, it could result in reduced profitability for our coal tar-based products. ▪ Our price realizations and profit margins for naphthalene and carbon black feedstock have historically fluctuated with the market price of crude oil, market prices for chemicals derived from crude oil, or market indices derived from crude oil.
This could cause a material increase to our inventory carrying costs and, in the event of falling market prices for our end products, result in significant charges to write-down inventory to market prices. 21 Koppers Holdings Inc. 2024 Annual Report Health concerns arising from the outbreak of a health epidemic or pandemic may have an adverse effect on our business, operating results and financial condition.
This could cause a material increase to our inventory carrying costs and, in the event of falling market prices for our end products, result in significant charges to write-down inventory to market prices. Health concerns arising from the outbreak of a health epidemic or pandemic may have an adverse effect on our business, operating results and financial condition.
Additionally, the current US presidential administration has imposed new tariffs on imports to the United States, and although considerable uncertainty remains, has indicated that it may impose additional tariffs or significantly increase existing tariffs, including on goods imported from Canada, Mexico and China, all of which could negatively impact our business.
Additionally, the current US presidential administration has imposed new tariffs on imports to the United States, and although considerable uncertainty remains, has indicated that it may impose additional tariffs or significantly increase existing tariffs, including on goods imported from Canada, Denmark, Mexico and China, and certain other countries in the European Union, all of which could negatively impact our business.
As of December 31, 2024, we had total outstanding debt of $939.5 million, and approximately $337.0 million of additional unused borrowing capacity under our credit agreement (the Credit Facility) with a consortium of banks, which includes an $800.0 million revolving credit facility, a $50.0 million swingline facility and provides for the ability to incur one or more uncommitted incremental revolving or term loan facilities in an aggregate amount of at least $730.0 million, subject to applicable financial covenants.
As of December 31, 2025, we had total outstanding debt of $928.3 million, and approximately $344.8 million of additional unused borrowing capacity under our credit agreement (the Credit Facility) with a consortium of banks, which includes an $800.0 million revolving credit facility, a $50.0 million swingline facility and provides for the ability to incur one or more uncommitted incremental revolving or term loan facilities in an aggregate amount of at least $730.0 million, subject to applicable financial covenants.
Total environmental reserves at December 31, 2024 were $10.3 million, which include provisions primarily for environmental remediation. In addition, we incur significant annual operating expenses related to environmental matters and significant capital expenditures related to environmental controls. Capital expenditures related to environmental controls in 2025 are expected to total approximately $10.6 million and are expected to be funded by operations.
Total environmental reserves at December 31, 2025 were $10.2 million, which include provisions primarily for environmental remediation. In addition, we incur significant annual operating expenses related to environmental matters and significant capital expenditures related to environmental controls. Capital expenditures related to environmental controls in 2026 are expected to total approximately $13 million and are expected to be funded by operations.
Furthermore, we are a holding company with no operations, and unless we receive dividends, distributions, advances, transfers of funds or other payments from our subsidiaries, we will be unable to pay dividends on our common stock. 20 Koppers Holdings Inc. 2024 Annual Report Provisions of our charter documents may inhibit a takeover, which could negatively affect our stock price.
Furthermore, we are a holding company with no operations, and unless we receive dividends, distributions, advances, transfers of funds or other payments from our subsidiaries, we will be unable to pay dividends on our common stock. Provisions of our charter documents may inhibit a takeover, which could negatively affect our stock price.
We bear the cost of compliance with the GDPR and are subject to fines and penalties in the event of a breach of the GDPR, which could have an adverse impact on our business, financial condition and results of operations. 18 Koppers Holdings Inc. 2024 Annual Report Political and financial instability can lead to economic uncertainty and may adversely impact our business.
We bear the cost of compliance with the GDPR and are subject to fines and penalties in the event of a breach of the GDPR, which could have an adverse impact on our business, financial condition and results of operations. Political and financial instability can lead to economic uncertainty and may adversely impact our business.
Furthermore, we could be required to record a contingent liability on our balance sheet with respect to such matters, which could result in us having a significant negative net worth. 17 Koppers Holdings Inc. 2024 Annual Report Intellectual property rights are important to our business.
Furthermore, we could be required to record a contingent liability on our balance sheet with respect to such matters, which could result in us having a significant negative net worth. Intellectual property rights are important to our business.
If there does not continue to be an active trading market for our common stock, you may have difficulty selling any of our common stock that you buy. If securities analysts or industry analysts publish negative research or reports, or do not publish reports about our business, our share price and trading volume could decline.
If there does not continue to be an active trading market for our common stock, you may have difficulty selling any of our common stock that you buy. 22 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report If securities analysts or industry analysts publish negative research or reports, or do not publish reports about our business, our share price and trading volume could decline.
In addition, the potential for regional conflict between China and Taiwan could result in disruptions of raw materials that our CMC and KPC businesses source from China and Taiwan.
In addition, the potential for southeast Asia conflict between China and Taiwan could result in disruptions of raw materials that our CMC and PC businesses source from China and Taiwan.
Our suppliers may experience similar conditions which could impact their ability to supply us with raw materials and otherwise fulfill their obligations to us. If global economic conditions deteriorate significantly, there could be a material adverse effect to our results of operations, financial condition and cash flows.
Our suppliers may experience 20 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report similar conditions which could impact their ability to supply us with raw materials and otherwise fulfill their obligations to us. If global economic conditions deteriorate significantly, there could be a material adverse effect to our results of operations, financial condition and cash flows.
The OECD is also continuing discussions surrounding fundamental changes in allocation of profits among tax jurisdictions in which companies do business, as well as the implementation of a global minimum tax. In the ordinary course of our business, we are also subject to continuous examinations of our income tax returns by tax authorities.
The OECD is also continuing discussions surrounding fundamental changes in allocation of profits among tax jurisdictions in which companies do business, as well as the implementation of a global minimum tax. 21 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report In the ordinary course of our business, we are also subject to continuous examinations of our income tax returns by tax authorities.
Beazer East and Beazer Limited (which are indirect subsidiaries of Heidelberg Cement AG) may not continue to meet their obligations. Beazer East could in the future choose to challenge its obligations under the Indemnity or our satisfaction of the conditions to indemnification imposed on us thereunder.
Beazer East and Beazer Limited (which are indirect subsidiaries of Heidelberg Cement AG) may not continue to meet their obligations. Beazer East could in the future choose to challenge its obligations under the Indemnity 15 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report or our satisfaction of the conditions to indemnification imposed on us thereunder.
Additionally, our competitors or other third parties may obtain patents that restrict or preclude our ability to lawfully produce or sell our products in a competitive manner, which could have a material adverse effect on our business, cash flow and financial condition.
Additionally, our competitors or other third parties may obtain patents that restrict or preclude our ability to lawfully produce or sell our products in a competitive manner, which could have a material adverse effect on our business, cash flow and financial 16 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report condition.
We also may be subject to additional vulnerabilities as we integrate the systems, computers, software and data of acquired businesses and third-party business partners into our networks and separate the systems, computers, software and data of disposed businesses from our networks.
We also may be subject to additional vulnerabilities as we integrate the systems, computers, software and data of acquired businesses and third-party business 18 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report partners into our networks and separate the systems, computers, software and data of disposed businesses from our networks.
Typically, a number of our labor agreements are scheduled to expire each year. We may not be able to reach new agreements without union action or on terms satisfactory to us.
Typically, a number of our labor agreements are scheduled to expire each year. We may not be able to reach 17 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report new agreements without union action or on terms satisfactory to us.
These include actions which could require reductions in our greenhouse gas emissions or establish a carbon tax. Heavy energy-using installations in the European Union operate under the EU Emissions Trading System (EU ETS), a cap and trade system on emissions. Under this system, organizations apply to the Member State for an allowance of GHG emissions.
These include actions which could require reductions in our greenhouse gas emissions or establish a carbon tax. Heavy energy-using installations in the European Union operate under the EU Emissions Trading System (EU ETS), a cap and trade system on emissions.
Adverse developments in an audit, examination or litigation related to previously filed tax returns, or in the relevant jurisdiction’s tax laws, regulations, administrative practices, principles and interpretations could have a material effect on our results of operations and cash flows in the period or periods for which that development occurs, as well as for subsequent periods. 22 Koppers Holdings Inc. 2024 Annual Report Our strategy to selectively pursue complementary acquisitions or divestitures may present unforeseen obstacles, risks or costs.
Adverse developments in an audit, examination or litigation related to previously filed tax returns, or in the relevant jurisdiction’s tax laws, regulations, administrative practices, principles and interpretations could have a material effect on our results of operations and cash flows in the period or periods for which that development occurs, as well as for subsequent periods.
Our business strategy includes the potential acquisition of businesses and entering into joint ventures and other business combinations that we expect would complement and expand our existing products and the markets where we sell our products, as well as divestiture opportunities.
Our strategy to selectively pursue complementary acquisitions or divestitures may present unforeseen obstacles, risks or costs. Our business strategy includes the potential acquisition of businesses and entering into joint ventures and other business combinations that we expect would complement and expand our existing products and the markets where we sell our products, as well as divestiture opportunities.
These fluctuations may reduce profitability in the future. ▪ We import certain raw materials that are used in our products that are, or may become, subject to tariffs, trade restrictions or supply chain disruptions. For example, we sell and purchase goods and raw materials from Canada both with third parties and our subsidiaries.
These fluctuations may reduce profitability in the future. ▪ We import certain raw materials that are used in our products that are, or may become, subject to tariffs, trade restrictions or supply chain disruptions.
System failures include risks associated with upgrading our systems, integrating information technology and other systems in connection with the integration of businesses we acquire, network disruptions and breaches of data security.
Information technology systems failures could disrupt our operations by impeding our processing of transactions, our ability to protect customer or company information and our financial reporting. System failures include risks associated with upgrading our systems, integrating information technology and other systems in connection with the integration of businesses we acquire, network disruptions and breaches of data security.
If one or more analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. 23 Koppers Holdings Inc. 2024 Annual Report Future sales, or the perception of future sales, of a substantial amount of our common stock may depress the price of the shares of our common stock .
If one or more analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.
Any of these could have a material adverse effect on our financial condition, results of operations and cash flows. Risks Related to Our Common Stock You may not receive dividends because our board of directors could, in its discretion, depart from or change our dividend policy at any time.
Sustained and prolonged premiums of COMEX pricing over LME pricing, copper price volatility and exposure to unhedged copper requirements could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows. 19 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report Risks Related to Our Common Stock You may not receive dividends because our board of directors could, in its discretion, depart from or change our dividend policy at any time.
We provide limited warranties on certain treated-wood products. These limited warranties cover treated-wood products that are produced by certain of our customers who use wood preservatives supplied by us.
As a producer of wood preservatives, we may incur additional costs under our warranties or otherwise for claims related to treated-wood products. We provide limited warranties on certain treated-wood products. These limited warranties cover treated-wood products that are produced by certain of our customers who use wood preservatives supplied by us.
This will include revising and possibly expanding the EU ETS and setting targets for sectors outside the EU ETS. 15 Koppers Holdings Inc. 2024 Annual Report In Australia, the National Greenhouse and Energy Reporting Scheme requires large volume emitters (such as Koppers) to report emissions and energy use to the government annually and, if they exceed certain thresholds, the ‘Safeguard Mechanism’ requires facilities to set an emissions baseline and purchase certificates if they exceed that baseline.
In Australia, the National Greenhouse and Energy Reporting Scheme requires large volume emitters (such as Koppers) to report greenhouse emissions and energy use to the government annually and, if they exceed certain thresholds, the ‘Safeguard Mechanism’ requires facilities to set an emissions baseline and either manage their emissions or purchase certificates if they exceed that baseline.
Changes in our customers’ products or processes may enable our customers to reduce consumption of the products we produce or make our products unnecessary. Customers may also find alternative materials or processes that no longer require our products. As a producer of wood preservatives, we may incur additional costs under our warranties or otherwise for claims related to treated-wood products.
Our products are used for a variety of applications by our customers. Changes in our customers’ products or processes may enable our customers to reduce consumption of the products we produce or make our products unnecessary. Customers may also find alternative materials or processes that no longer require our products.
In addition, as a global business, we are also exposed to market risks relating to fluctuations in interest rates and foreign currency exchange rates. Our international revenues could be reduced by currency fluctuations or devaluations.
For example, geopolitical tensions between the United States and Denmark could have an adverse impact on our business, financial condition and results of operations. In addition, as a global business, we are also exposed to market risks relating to fluctuations in interest rates and foreign currency exchange rates. Our international revenues could be reduced by currency fluctuations or devaluations.
The government and other third parties may have the right under applicable environmental laws to seek relief directly from us for any and all such costs and liabilities. 16 Koppers Holdings Inc. 2024 Annual Report In July 2004, we entered into an agreement with Beazer East to amend the December 29, 1988 asset purchase agreement to provide, among other things, for the continued tender of pre-closing environmental liabilities to Beazer East under the Indemnity through July 2019.
In July 2004, we entered into an agreement with Beazer East to amend the December 29, 1988 asset purchase agreement to provide, among other things, for the continued tender of pre-closing environmental liabilities to Beazer East under the Indemnity through July 2019.
Our profitability could be adversely affected if we are unable to implement adequate price increases. The development of new technologies or changes in our customers’ products could reduce the demand for our products. Our products are used for a variety of applications by our customers.
In addition, contractual terms with customers may limit our ability to implement price increases necessary to recover increased operating and raw material costs in our businesses. Our profitability could be adversely affected if we are unable to implement adequate price increases. The development of new technologies or changes in our customers’ products could reduce the demand for our products.
We may be required to make significant cash payments to our pension and other post-retirement plans, which will reduce the cash available for our business.
We may be required to make significant cash payments to our pension and other post-retirement plans, which will reduce the cash available for our business. As of December 31, 2025, our obligations under our post-retirement benefit plans exceeded the fair value of plan assets by $14.5 million.
The underfunding was caused, in large part, by fluctuations in the financial markets that impacted the value of the assets in our defined benefit pension plans and by fluctuations in interest rates which increased the discounted pension liabilities. In addition, our obligations for other post-retirement benefits are unfunded and total $5.7 million at December 31, 2024.
Our pension asset funding to total pension obligation ratio was 81 percent as of December 31, 2025. The underfunding was caused, in large part, by fluctuations in the financial markets that impacted the value of the assets in our defined benefit pension plans and by fluctuations in interest rates which increased the discounted pension liabilities.
These factors could also cause consumer confidence and spending to decrease or result in increased volatility in the United States and global financial markets and economy. 11 Koppers Holdings Inc. 2024 Annual Report Further, the United States government, other governments or international organizations could impose sanctions that could restrict us from doing business directly or indirectly in or with certain countries or parties, which could include raw material suppliers or customers.
Further, the United States government, other governments or international organizations could impose sanctions that could restrict us from doing business directly or indirectly in or with certain countries or parties, which could include raw material suppliers or customers.
Although no one customer accounted for more than six percent of our net sales for the year ended December 31, 2024, our top ten customers accounted for approximately 38 percent of our net sales in the aggregate.
Although no one customer accounted for more than six percent of our net sales for the year ended December 31, 2025, our top ten customers accounted for approximately 36 percent of our net sales in the aggregate. The loss of a significant customer could have a material adverse effect on our business, cash flow and financial condition.
Such increases may not be accepted by our customers, may not be sufficient to compensate for increased operating and raw material costs or may decrease demand for our products and our volume of sales. In addition, contractual terms with customers may limit our ability to implement price increases necessary to recover increased operating and raw material costs in our businesses.
Our ability to implement price increases is largely influenced by competitive and economic conditions and could vary significantly depending on the segment served. Such increases may not be accepted by our customers, may not be sufficient to compensate for increased operating and raw material costs or may decrease demand for our products and our volume of sales.
We have experienced and may experience further increased operating costs and raw material costs in our businesses (including as a result of tariffs). Our ability to implement price increases is largely influenced by competitive and economic conditions and could vary significantly depending on the segment served.
We may not be able to implement price increases sufficient to compensate for increased operating costs and raw material costs in our businesses. We have experienced and may experience further increased operating costs and raw material costs in our businesses (including as a result of tariffs).
The actual costs to close a manufacturing facility may exceed our original cost estimates and may have a material adverse effect on our financial condition, cash flow from operations and results from operations. 19 Koppers Holdings Inc. 2024 Annual Report We may be subject to information technology systems failures, network disruptions and breaches of data security, which could harm our relationships with our customers and third-party business partners, subject us to negative publicity and litigation and cause substantial harm to our business.
We may be subject to information technology systems failures, network disruptions and breaches of data security, which could harm our relationships with our customers and third-party business partners, subject us to negative publicity and litigation and cause substantial harm to our business. We depend on integrated information systems to conduct our business.
These allowances are gradually reduced year by year, to encourage reductions and are also tradable to enable companies that reduce their GHG emissions to sell their excess allowances to companies that are not reaching their emissions objectives.
These allowances are gradually reduced year by year, to encourage reductions and are also tradable to enable companies that reduce their GHG emissions to sell their excess allowances to companies that are not reaching their emissions objectives. 14 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report The Green Deal, which was approved by the EU Parliament in 2020, has set a goal of a 55 percent reduction in emissions by 2030 (vs 1990) and carbon neutrality by 2050.
Removed
We are dependent on major customers for a significant portion of our net sales, and the loss of one or more of our major customers could result in a significant reduction in our profitability as a whole or the profitability of a particular product.
Added
For example, we sell and purchase goods and raw materials from Canada 10 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report and Denmark both with third parties and our subsidiaries for all businesses.
Removed
The loss of a significant customer could have a material adverse effect on our business, cash flow and financial condition. 13 Koppers Holdings Inc. 2024 Annual Report We may not be able to implement price increases sufficient to compensate for increased operating costs and raw material costs in our businesses.
Added
In particular, our RUPS business sources creosote from one of our subsidiaries in Denmark and evolving events around Greenland could result in tariffs or trade restrictions being imposed on this raw material.
Removed
The Green Deal, which was approved by the EU Parliament in 2020, has set a goal of a 55 percent reduction in emissions by 2030 and carbon neutrality by 2050.
Added
These factors could also cause consumer confidence and spending to decrease or result in increased volatility in the United States and global financial markets and economy.
Removed
As of December 31, 2024, our benefit obligations under our defined benefit pension plans exceeded the fair value of plan assets by $10.2 million excluding the largest United States qualified plan that was terminated in February 2025. Our pension asset funding to total pension obligation ratio was 77 percent as of December 31, 2024 on the same basis.
Added
The scope of EU ETS has expanded and since 2025, our Nyborg facility has reported scope 1 emissions to EU ETS. Under this system, organizations apply for allowances of GHG emissions and by 2028, our Nyborg facility is expected to be enrolled and allocated allowances.
Removed
We depend on integrated information systems to conduct our business. Information technology systems failures could disrupt our operations by impeding our processing of transactions, our ability to protect customer or company information and our financial reporting.
Added
To support these overall EU goals, a Directive (EU) 2023/1791 on energy efficiency and amending regulation set requirements for continuous improvement on energy efficiency for larger consumers.
Added
The government and other third parties may have the right under applicable environmental laws to seek relief directly from us for any and all such costs and liabilities.
Added
The actual costs to close a manufacturing facility may exceed our original cost estimates, for example, environmental remediation costs, and may have a material adverse effect on our financial condition, cash flow from operations and results from operations.
Added
Any of these could have a material adverse effect on our financial condition, results of operations and cash flows. Changes to United States tariffs, import and export regulations and potential countermeasures could increase our costs and disrupt our global supply chain, which could negatively impact our business, results of operations and cash flows.
Added
On an annual basis, we import approximately $100 million to $120 million of products into the United States, including sales from affiliates which are eliminated in consolidation. These imports are principally raw materials for our PC and CMC businesses. The majority of our imports are from countries other than China, including Denmark, Turkey, Germany, Australia and Mexico.
Added
We export approximately $90 million to $110 million of products from the United States to other countries, including sales to affiliates which are eliminated in consolidation. Significant uncertainty exists around the future relationship between the United States and other countries with respect to tariffs and other trade matters.
Added
The United States has recently instituted or proposed changes in trade policies that include the renegotiation or termination of trade agreements, the imposition of higher tariffs on imports into the United States, economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the United States and other countries.
Added
In response to these actions, other countries have announced retaliatory tariffs and other trade measures against the United States.
Added
We have estimated the effect of the increased tariffs, as they currently stand, could have a $4 million to $8 million impact on our pre-tax profit during the next twelve months if we are unable to mitigate them, which we intend to, but may not be successful, in doing.
Added
Mitigation efforts include changing the origin of sourcing materials, sharing incremental tariff costs with vendors and increasing prices where contractually possible.
Added
These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade between the impacted countries and the United States.
Added
This could impact the way we do business and could increase the cost of our products in certain contracts that do not allow for price increases related to these types of costs.
Added
In addition, the potential for the imposition of new or additional tariffs on imports and exports as well as potential retaliatory tariffs or other measures certain other countries may impose on the United States could further increase our cost of goods sold and negatively impact our business, results of operations, liquidity and cash flows.
Added
Supply chain disruptions, increased volatility in the markets in which we operate, and delays as a result of any new tariff policies or trade restrictions could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
Added
Our hedging activities to address commodity price fluctuations may not be successful in offsetting future increases in those costs. In order to mitigate variations in operating results due to the commodity price fluctuations, we hedge the majority of our exposure to scrap copper and copper-containing raw materials used in our production processes.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeA multi-department incident response plan has been developed to facilitate a swift response in the event of a cybersecurity incident, which includes notifying the appropriate regulatory agencies. IT systems critical to the business operations have been identified and plans have been developed for a swift recovery of IT services in the event of a service failure.
Biggest changeA third-party monitoring service aids in detecting any threats or anomalies with the network. A multi-department incident response plan has been developed to facilitate a swift response in the event of a cybersecurity incident, which includes notifying the appropriate regulatory agencies.
The cybersecurity program is part of the larger Enterprise Risk Management (ERM) program which is reviewed by management and the board of directors on a periodic basis. Compliance with the cybersecurity program is ensured via policies, procedures, training, and systems. Information security policies at Koppers lay out the guardrails that ensure compliance with the program.
The cybersecurity program is part of the larger Enterprise Risk Management program which is reviewed by management and the board of directors on a periodic basis. Compliance with the cybersecurity program is ensured via policies, procedures, training, and systems. Information security policies at Koppers lay out the guardrails that ensure compliance with the program.
ITEM 1C. CYB ERSECURITY We are committed to implementing all reasonable measures to ensure the confidentiality, integrity and availability of data that is owned and managed by us. We also endeavor to protect confidential information that is shared with us by our business partners.
ITEM 1C. CYBERSECURITY We are committed to implementing all reasonable measures to ensure the confidentiality, integrity and availability of data that is owned and managed by us. We also endeavor to protect confidential information that is shared with us by our employees, customers and business partners.
As of the date of this report, we have not experienced a material information security incident. 25 Koppers Holdings Inc. 2024 Annual Report
As of the date of this report, we have not experienced a material information security incident. 24 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report
The Strategy and Risk Committee of the board of directors is composed of board members with diverse experience that allows them to oversee cybersecurity risks effectively.
A cybersecurity risk assessment is conducted prior to contracting with a new IT cloud service provider providing high-impact services. The Strategy and Risk Committee of the board of directors is composed of board members with diverse experience that allows them to oversee cybersecurity risks effectively.
Specialized training is also conducted for employees who deal with sensitive data. Security systems have been deployed to manage vulnerabilities within the IT environment, and periodic penetration tests validate the Koppers security posture.
Specialized training is also conducted for employees who deal with sensitive data. Security systems have been deployed to manage vulnerabilities within the IT environment, and periodic penetration tests validate the Koppers security posture. IT systems are protected using various tools like multi-factor authentication, virtual private network, firewalls, end-point protection, spam and web filters, mobile device management, and privileged access management.
We conduct annual security reviews of all service providers that provide critical service to the business. A cybersecurity risk assessment is conducted prior to contracting with a new IT cloud service provider providing high-impact services.
IT systems critical to the business operations have been identified and plans have been developed for a swift recovery of IT services in the event of a service failure. We conduct annual security reviews of all service providers that provide critical service to the business.
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IT systems are protected using various tools like multi-factor authentication (MFA), virtual private network (VPN), firewalls, end-point protection, spam and web filters, mobile device management, and privileged access management. A third-party monitoring service aids in detecting any threats or anomalies with the network.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePrimary Product Line Location Description of Property Interest Railroad and Utility Products and Services Rail joint bars Huntington, West Virginia Leased Railroad crosstie materials recovery Domino, Texas Leased Railroad crossties Ashcroft, British Columbia, Canada Owned Railroad crossties Camden, Arkansas Owned/Leased Railroad crossties Florence, South Carolina Owned Railroad crossties Galesburg, Illinois Leased Railroad crossties Guthrie, Kentucky Owned Railroad crossties Muncy, Pennsylvania Owned Railroad crossties North Little Rock, Arkansas Owned Railroad crossties Roanoke, Virginia Owned Railroad crossties Williamsville, Missouri Owned Railroad crossties and utility poles Somerville, Texas Owned Railroad structures Madison, Wisconsin Owned Utility poles Bunbury, Western Australia, Australia Owned/Leased Utility poles Eutawville, South Carolina Owned Utility poles Grafton, New South Wales, Australia Owned Utility poles Kennedy, Alabama Owned Utility poles Leesville, Louisiana Owned Utility poles Leland, North Carolina Owned Utility poles Longford, Tasmania, Australia Owned Utility poles Mathiston, Mississippi Owned Utility poles Newsoms, Virginia Owned Utility poles North, South Carolina Owned Utility poles Takura, Queensland, Australia Leased Utility poles Vance, Alabama Leased Utility poles Vidalia, Georgia Owned Performance Chemicals Intermediate copper products Hubbell, Michigan Leased Wood preservation chemicals Auckland, New Zealand Owned Wood preservation chemicals Darlington, United Kingdom Owned Wood preservation chemicals Geelong, Victoria, Australia Owned Wood preservation chemicals Millington, Tennessee Owned Wood preservation chemicals Mt.
Biggest changePrimary Product Line Location Description of Property Interest Railroad and Utility Products and Services Rail joint bars Huntington, West Virginia Leased Railroad crosstie materials recovery Domino, Texas Leased Railroad crossties Ashcroft, British Columbia, Canada Owned Railroad crossties Camden, Arkansas Owned/Leased Railroad crossties Florence, South Carolina Owned Railroad crossties Galesburg, Illinois Leased Railroad crossties Guthrie, Kentucky Owned Railroad crossties Muncy, Pennsylvania Owned Railroad crossties North Little Rock, Arkansas Owned Railroad crossties Roanoke, Virginia Owned Railroad crossties Williamsville, Missouri Owned Railroad crossties and utility poles Somerville, Texas Owned Utility poles Bunbury, Western Australia, Australia Owned/Leased Utility poles Eutawville, South Carolina Owned Utility poles Grafton, New South Wales, Australia Owned Utility poles Kennedy, Alabama Owned Utility poles Leesville, Louisiana Owned Utility poles Leland, North Carolina Owned Utility poles Longford, Tasmania, Australia Owned Utility poles Mathiston, Mississippi Owned Utility poles Newsoms, Virginia Owned Utility poles North, South Carolina Owned Utility poles Takura, Queensland, Australia Leased Utility poles Vidalia, Georgia Owned Performance Chemicals Intermediate copper products Hubbell, Michigan Leased Wood preservation chemicals Auckland, New Zealand Owned Wood preservation chemicals Darlington, United Kingdom Owned Wood preservation chemicals Geelong, Victoria, Australia Owned Wood preservation chemicals Millington, Tennessee Owned Wood preservation chemicals Mt.
Gambier, South Australia, Australia Owned Wood preservation chemicals Rock Hill, South Carolina Owned Carbon Materials and Chemicals Carbon products Mayfield, New South Wales, Australia Owned Carbon products Nyborg, Denmark Owned/Leased Carbon products and phthalic anhydride Stickney, Illinois Owned Our corporate offices are located in leased office space in Pittsburgh, Pennsylvania. The lease term expires on December 31, 2028.
Gambier, South Australia, Australia Owned Wood preservation chemicals Rock Hill, South Carolina Owned Carbon Materials and Chemicals Carbon products Mayfield, New South Wales, Australia Owned Carbon products Nyborg, Denmark Owned/Leased Carbon products Stickney, Illinois Owned Our corporate offices are located in leased office space in Pittsburgh, Pennsylvania. The lease term expires on December 31, 2028.
ITEM 2. P ROPERTIES The following chart sets forth information regarding our production facilities as of February 27, 2025. Generally, our production and port facilities are suitable and adequate for the purposes for which they are intended and overall have sufficient capacity to conduct business in the upcoming year.
ITEM 2. PROPERTIES The following chart sets forth information regarding our production facilities as of February 26, 2026. Generally, our production and port facilities are suitable and adequate for the purposes for which they are intended and overall have sufficient capacity to conduct business in the upcoming year.
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We also own office space in Griffin, Georgia.
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We also lease office space in Peachtree City, Georgia. 25 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. L EGAL PROCEEDINGS We are involved in litigation and other proceedings relating to environmental laws and regulations, toxic tort, product liability and other matters. An adverse outcome for certain of these cases could result in a material adverse effect on our business, cash flows and results of operations.
Biggest changeITEM 3. LEGAL PROCEEDINGS We are involved in litigation and other proceedings relating to environmental laws and regulations, toxic tort, product liability and other matters. An adverse outcome for certain of these cases could result in a material adverse effect on our business, cash flows and results of operations.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeOur executive officers hold their positions until the annual meeting of the board of directors or until their respective successors are elected and qualified. Name Age Position Stephanie L. Apostolou 44 Chief Legal and Sustainability Officer and Secretary, Koppers Holdings Inc. and Koppers Inc., and Director of Koppers Inc. Leroy M.
Biggest changeName Age Position Stephanie L. Apostolou 45 Chief Legal and Sustainability Officer and Secretary, Koppers Holdings Inc. and Koppers Inc., and Director of Koppers Inc. Leroy M. Ball 57 Chief Executive Officer, Koppers Holdings Inc. and Koppers Inc., Chair of the Board of Directors of Koppers Holdings Inc. and Director of Koppers Inc.
Apostolou served as General Counsel and Secretary of Koppers Holdings Inc. and Koppers Inc. from March 2020 to December 2024. Ms. Apostolou has served as a Director of Koppers Inc. since March 2020. From January 2019 to February 2020, Ms. Apostolou served as Deputy General Counsel and Assistant Secretary of Koppers Holdings Inc. and Koppers Inc. Mr.
Apostolou has served as Chief Legal and Sustainability Officer and Secretary since January 2025. Ms. Apostolou served as General Counsel and Secretary of Koppers Holdings Inc. and Koppers Inc. from March 2020 to December 2024. Ms. Apostolou has served as a Director of Koppers Inc. since March 2020. From January 2019 to February 2020, Ms.
Ball has served as a Director of Koppers Holdings Inc. since February 2015 and as a Director of Koppers Inc. since May 2013. Mr. Lovalekar has served as Vice President, Information Technology, Koppers Inc. since March 2016. Mr. Lucas has served as Senior Vice President, Culture and Engagement, Koppers Inc. since January 2025. Mr.
Ball previously served as President and Chief Executive Officer of Koppers Holdings Inc. and Koppers Inc. from January 2015 to December 2023. Mr. Ball has served as a Director of Koppers Holdings Inc. since February 2015 and as a Director of Koppers Inc. since May 2013. Mr. Lovalekar has served as Vice President, Information Technology, Koppers Inc. since March 2016.
Ball has served as Chief Executive Officer of Koppers Holdings Inc. and Koppers Inc. since January 2024. Mr. Ball served as President and Chief Executive Officer of Koppers Holdings Inc. and Koppers Inc. from January 2015 to December 2023. Mr.
Pearce served as Chief Accounting Officer, Koppers Holdings Inc. and Koppers Inc. from May 2019 to December 2025. Mr. Sullivan has served as President and Chief Transformation Officer of Koppers Holdings Inc. and Koppers Inc. since June 2025. Mr. Sullivan served as President and Chief Operating Officer of Koppers Holdings Inc. and Koppers Inc. from January 2024 to May 2025.
ITEM 4. M INE SAFETY DISCLOSURES Not applicable. 26 Koppers Holdings Inc. 2024 Annual Report INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following table sets forth the names, ages and positions of our and Koppers Inc.’s executive officers as of February 27, 2025.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following table sets forth the names, ages and positions of our and Koppers Inc.’s executive officers as of February 26, 2026. Our executive officers hold their positions until the annual meeting of the board of directors or until their respective successors are elected and qualified.
Lucas served as Vice President, Culture and Engagement, Koppers Inc. from April 2022 to December 2024. Prior to joining Koppers, from July 2014 to April 2022, Mr. Lucas served as Vice President, Human Resources of AMETEK, Inc., a publicly traded manufacturer of electronic instruments and electromechanical devices. Mr.
Mr. Lucas has served as Senior Vice President, Culture and Engagement, Koppers Inc. since January 2025. Mr. Lucas served as Vice President, Culture and Engagement, Koppers Inc. from April 2022 to December 2024. Prior to joining Koppers, from July 2014 to April 2022, Mr.
Sullivan served as Executive Vice President and Chief Operating Officer of Koppers Holdings Inc. and Koppers Inc. from January 2020 to December 2023. Mr. Washington has served as Vice President, External Relations, Koppers Inc. since June 2022. Prior to joining Koppers, from October 2012 to June 2022, Mr.
Mr. Sullivan served as Executive Vice President and Chief Operating Officer of Koppers Holdings Inc. and Koppers Inc. from January 2020 to December 2023. 26 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report PART II
Ball 56 Chief Executive Officer and Director of Koppers Holdings Inc. and Koppers Inc. Tushar Lovalekar 53 Vice President, Information Technology, Koppers Inc. Stephen G. Lucas 59 Senior Vice President, Culture and Engagement, Koppers Inc. Bradley A. Pearce 58 Chief Accounting Officer, Koppers Holdings Inc. and Koppers Inc. Daniel J. Skrovanek, Ph.D. 63 Vice President, Growth and Innovation, Koppers Inc.
Tushar Lovalekar 54 Vice President, Information Technology, Koppers Inc. Stephen G. Lucas 60 Senior Vice President, Culture and Engagement, Koppers Inc. Bradley A. Pearce 59 Interim Chief Financial Officer and Chief Accounting Officer, Koppers Holdings Inc. and Koppers Inc. James A. Sullivan 62 President and Chief Transformation Officer, Koppers Holdings Inc. and Koppers Inc. Ms.
Smith served as Vice President, Finance and Treasurer of Koppers Holdings Inc. and Koppers Inc. Ms. Smith has served as a Director of Koppers Inc. since January 2022. Mr. Sullivan has served as President and Chief Operating Officer of Koppers Holdings Inc. and Koppers Inc. since January 2024. Mr.
Apostolou served as Deputy General Counsel and Assistant Secretary of Koppers Holdings Inc. and Koppers Inc. Mr. Ball has served as Chief Executive Officer of Koppers Holdings Inc. and Koppers Inc. since January 2024, and Chair of the Board of Directors of Koppers Holdings Inc., since May 2025. Mr.
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Jimmi Sue Smith 52 Chief Financial Officer, Koppers Holdings Inc. and Koppers Inc., and Director of Koppers Inc. James A. Sullivan 61 President and Chief Operating Officer, Koppers Holdings Inc. and Koppers Inc. Kevin Washington 56 Vice President, External Relations, Koppers Inc. Ms. Apostolou has served as Chief Legal and Sustainability Officer and Secretary since January 2025. Ms.
Added
Lucas served as Vice President, Human Resources of AMETEK, Inc., a publicly traded manufacturer of electronic instruments and electromechanical devices. Mr. Pearce has served as Interim Chief Financial Officer and Chief Accounting Officer, Koppers Holding Inc. and Koppers Inc. since January 2026. Mr.
Removed
Pearce has served as Chief Accounting Officer, Koppers Holdings Inc. and Koppers Inc. since May 2019. Mr. Skrovanek has served as Vice President, Growth and Innovation, Koppers Inc. since March 2022. From January 2020 to March 2022, Mr. Skrovanek served as Vice President, Purchasing and Strategic Marketing, Koppers Inc. Ms.
Removed
Smith has served as Chief Financial Officer of Koppers Holdings Inc. and Koppers Inc. since February 2022. From January 2022 to February 2022, Ms. Smith served as Chief Financial Officer and Treasurer of Koppers Holdings Inc. and Koppers Inc. From February 2020 to December 2021, Ms.
Removed
Washington served as Head of Government Affairs of Illinois Tool Works Inc., a publicly traded manufacturer of industrial products and equipment. P ART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe number of registered holders of Koppers common stock at January 31, 2025 was 55. 27 Koppers Holdings Inc. 2024 Annual Report Dividend Policy Our dividend policy provides for quarterly dividends, payable at the discretion of our board of directors. Dividends will be considered if cash generated by our business is in excess of our expected cash needs.
Biggest changeDividend Policy Our dividend policy provides for quarterly dividends, payable at the discretion of our board of directors. Dividends will be considered if cash generated by our business is in excess of our expected cash needs.
Issuer Purchases of Equity Securities The following table sets forth information regarding Koppers Holdings’ repurchases of shares of its common stock during the three months ended December 31, 2024.
Issuer Purchases of Equity Securities The following table sets forth information regarding Koppers Holdings’ repurchases of shares of its common stock during the three months ended December 31, 2025.
Period Total Number of Common Shares Purchased (1) Average Price Paid per Common Share (2) Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Common Shares that May Yet be Purchased Under the Plans or Programs (Dollars in Millions) October 1 – October 31 0 $ 0.00 0 $ 11.9 November 1 – November 30 26,906 $ 38.81 26,906 $ 10.9 December 1 – December 31 0 $ 0.00 0 $ 10.9 Total 26,906 26,906 (1) On August 6, 2021, we announced that the board of directors approved a $100 million share repurchase program.
Period Total Number of Common Shares Purchased (1) Average Price Paid per Common Share (2) Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Common Shares that May Yet be Purchased Under the Plans or Programs (Dollars in Millions) October 1 – October 31 0 $ 0.00 0 $ 71.5 November 1 – November 30 175,000 $ 28.60 175,000 $ 66.5 December 1 – December 31 0 $ 0.00 0 $ 66.5 Total 175,000 175,000 (1) On February 27, 2025, we announced that the board of directors approved a $100 million share repurchase program.
ITEM 5. M ARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our shares of common stock are listed and traded on the NYSE under the symbol KOP.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our shares of common stock are listed and traded on the NYSE under the symbol KOP. The number of registered holders of Koppers common stock at January 30, 2026 was 56.
On February 12, 2025, the board of directors declared a quarterly dividend of $0.08 per common share, payable on March 24, 2025 to shareholders of record as of March 7, 2025.
On February 11, 2026, the board of directors declared a quarterly dividend of $0.09 per common share, payable on March 23, 2026 to shareholders of record as of March 6, 2026.
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The repurchase program had no expiration date. On February 27, 2025, we announced that the board of directors approved a $100 million share repurchase program. The repurchase program has no expiration date and replaces our previous share repurchase program of $100 million. (2) Excludes any fees or commissions associated with the share repurchases.
Added
(2) Excludes any fees or commissions associated with the share repurchases. 27 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report Stock Performance Graph Value at 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 Koppers Holdings Inc. $ 100 $ 100.45 $ 91.17 $ 166.69 $ 106.14 $ 89.66 S&P SmallCap 600 Materials Index $ 100 $ 118.41 $ 111.20 $ 133.42 $ 134.78 $ 154.36 Russell 2000 Index $ 100 $ 114.82 $ 91.35 $ 106.82 $ 119.14 $ 134.40 Set forth above are a line graph and table comparing the cumulative total returns (assuming reinvestment of dividends) during the period commencing December 31, 2020, and ending December 31, 2025, of $100 invested in each of Koppers Holdings Inc.’s common stock, the Standard & Poor’s SmallCap 600 Materials Index and the Russell 2000 Index.
Added
Because our competitors are principally privately held concerns or subsidiaries or divisions of corporations engaged in multiple lines of business, we do not believe it is feasible to construct a peer group industry comparison.
Added
We include the Standard & Poor’s SmallCap 600 Materials Index in this graph to serve as a published industry index because Koppers Holdings Inc. is a constituent of the Standard & Poor’s SmallCap 600 Materials Index, which includes corporations both larger and smaller than Koppers, and has an average market capitalization similar to ours.
Added
Additionally, we include in this graph the Russell 2000 Index, of which we are a constituent, as a broad equity market index. The Russell 2000 Index is comprised of issuers with generally similar market capitalizations to that of Koppers Holdings Inc.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeSee Note 10 – Income Taxes. 31 Koppers Holdings Inc. 2024 Annual Report Segment Results Segment adjusted EBITDA and adjusted EBITDA margin is summarized in the following table: Year Ended December 31, 2024 2023 Change % Change (Dollars in millions) Adjusted EBITDA: Railroad and Utility Products and Services $ 82.3 $ 84.0 $ (1.7 ) -2.0 % Performance Chemicals 142.7 123.1 19.6 15.9 % Carbon Materials and Chemicals 36.6 49.3 (12.7 ) -25.8 % Total Adjusted EBITDA $ 261.6 $ 256.4 $ 5.2 2.0 % Adjusted EBITDA margin as a percentage of GAAP sales: Railroad and Utility Products and Services 8.7 % 9.4 % -0.7 % -7.4 % Performance Chemicals 21.9 % 18.3 % 3.6 % 19.7 % Carbon Materials and Chemicals 7.4 % 8.4 % -1.0 % -11.9 % RUPS adjusted EBITDA decreased due primarily to $50.3 million of higher raw material, operating and allocated selling, general and administrative expenses, which combined to more than offset net sales increases and $11.8 million from improved plant utilization.
Biggest changeSegment Results Year Ended December 31, 2025 2024 Change % Change (Dollars in millions) Adjusted EBITDA: Railroad and Utility Products and Services $ 108.1 $ 82.3 $ 25.8 31.3 % Performance Chemicals 102.7 142.7 (40.0) (28.0) % Carbon Materials and Chemicals 45.9 36.6 9.3 25.4 % Total $ 256.7 $ 261.6 $ (4.9) (1.9) % Adjusted EBITDA margin as a percentage of GAAP sales: Railroad and Utility Products and Services 11.7 % 8.7 % 3.0 % 34.5 % Performance Chemicals 18.9 % 21.9 % (3.0) % (13.7) % Carbon Materials and Chemicals 11.2 % 7.4 % 3.8 % 51.4 % 31 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report RUPS adjusted EBITDA increased due to $11.6 million of lower operating and raw material expenses and $10.2 million of lower selling, general and administrative expense, in addition to net sales price increases and increased utilization, partly offset by net sales volume decreases.
Discount rates may be impacted by adverse changes in macroeconomic environment, volatility in the equity and debt markets or other factors. Our key assumptions are materially consistent with prior year. During the fourth quarter of 2024, we performed an impairment test for goodwill for each of our reporting units using the quantitative approach.
Discount rates may be impacted by adverse changes in macroeconomic environment, volatility in the equity and debt markets or other factors. Our key assumptions are materially consistent with prior year. During the fourth quarter of 2025, we performed an impairment test for goodwill for each of our reporting units using the quantitative approach.
Forward-looking statements, including the guidance below, are based upon current expectations and are subject to factors that could cause actual results to differ materially from those set forth below. Please see “Forward-Looking Statements” for more information.
Outlook Forward-looking statements, including the guidance below, are based upon current expectations and are subject to factors that could cause actual results to differ materially from those set forth below. Please see “Forward-Looking Statements” and "Risk Factors" for more information.
The discussion and analysis of our consolidated results of operations and cash flows for the years ended December 31, 2023 compared to December 31, 2022 was included in our Annual Report on Form 10-K for the year ended December 31, 2023 under Item 7.
The discussion and analysis of our consolidated results of operations and cash flows for the years ended December 31, 2024 compared to December 31, 2023 was included in our Annual Report on Form 10-K for the year ended December 31, 2024 under Item 7.
ITEM 7. M ANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview See description of the segments in Item 1 – Business. Non-GAAP Financial Measures We utilize certain financial measures that are not in accordance with U.S. generally accepted accounting principles (U.S. GAAP) to analyze and manage the performance of our business.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview See description of the segments in Item 1 – Business. Non-GAAP Financial Measures We utilize certain financial measures that are not in accordance with U.S. generally accepted accounting principles (U.S. GAAP) to analyze and manage the performance of our business.
We determined the fair value of each of the reporting units exceeded its respective carrying amount; therefore, we determined that goodwill was not impaired at any of our reporting units as of December 31, 2024.
We determined the fair value of each of the reporting units exceeded its respective carrying amount; therefore, we determined that goodwill was not impaired at any of our reporting units as of December 31, 2025.
We are actively working to mitigate the impacts of the long-term decline of coal tar supply by gaining market acceptance for petroleum-blended products, investing in projects to increase distillation yields and balancing raw material supply and cost with customer demand and pricing.
We are actively working to mitigate the impacts of the long-term decline of coal tar supply by gaining market acceptance for petroleum-blended products. We are also investing in projects to increase distillation yields and balance raw material supply and cost with customer demand and pricing.
Outlook After considering the current intensely competitive environment, global economic conditions, as well as ongoing uncertainty associated with geopolitical and supply chain challenges, we anticipate taking measures to streamline our organization to support an increasingly cost-conscious customer base.
After considering the current intensely competitive environment, global economic conditions, as well as ongoing uncertainty associated with geopolitical and supply chain challenges, we commenced taking measures to streamline our organization to support an increasingly cost-conscious customer base.
Capital expenditures in 2025, excluding acquisitions, if any, are expected to total approximately $65 million and are expected to be funded by cash from operations. We anticipate that our liquidity will continue to be adequate to fund our cash requirements for at least the next twelve months. We manage our working capital to increase our flexibility to pay down debt.
Capital expenditures in 2026, excluding acquisitions, if any, are expected to total approximately $55 million and are expected to be funded by cash from operations. We anticipate that our liquidity will continue to be adequate to fund our cash requirements for at least the next twelve months. We manage our working capital to increase our flexibility to pay down debt.
Bank Debt Covenants at December 31, 2024 The bank debt covenants that affect availability of the Credit Facility and which may restrict the ability of Koppers Inc. to pay dividends include the following financial ratios: ▪ The total net leverage ratio is calculated as of the last day of each fiscal quarter in accordance with the Credit Facility definitions of consolidated total net debt divided by consolidated EBITDA and is not permitted to exceed 5.0.
Bank Debt Covenants at December 31, 2025 The bank debt covenants that affect availability of the Credit Facility and which may restrict the ability of Koppers Inc. to pay dividends include the following financial ratios: ▪ The total net leverage ratio is calculated as of the last day of each fiscal quarter in accordance with the Credit Facility definitions of consolidated total net debt divided by consolidated EBITDA and is not permitted to exceed 4.75.
Those key assumptions include discount rates (12.0 percent – 18.0 percent), market multiples (5.1 – 7.0 times adjusted EBITDA) and terminal growth rates (5.0 – 6.5 times adjusted EBITDA) as well as future forecasts of revenue growth and adjusted EBITDA, which are based on our strategic plan.
Those key assumptions include discount rates (12.5 percent – 20.0 percent), market multiples (4.4 – 7.5 times adjusted EBITDA) and terminal growth rates (4.0 – 6.5 times adjusted EBITDA) as well as future forecasts of revenue growth and adjusted EBITDA, which are based on our strategic plan.
Seasonality and Effects of Weather on Operations Our quarterly operating results fluctuate due to a variety of factors that are outside of our control, including inclement weather conditions, which in the past have affected operating results. Operations at some of our facilities have at times been reduced during the winter months.
Risk Factors in this Form 10-K. Seasonality and Effects of Weather on Operations Our quarterly operating results fluctuate due to a variety of factors that are outside of our control, including inclement weather conditions, which in the past have affected operating results. Operations at some of our facilities have at times been reduced during the winter months.
Adjusted EBITDA is a non-GAAP financial measure defined as income from continuing operations before interest, income taxes, depreciation, amortization and other adjustments. These other adjustments are items that we believe are not representative of underlying business performance.
Adjusted EBITDA is a non-GAAP financial measure defined as income before interest expense, income taxes, depreciation, amortization and other adjustments. These other adjustments are items that we believe are not representative of underlying business performance.
Other companies in a similar industry may define or calculate these measures differently than we do, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP.
Other companies in a similar industry may define or calculate this measure differently than we do, limiting its usefulness as a comparative measure. Because of these limitations, this non-GAAP financial measure should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.
These actions, some of which are one-time savings and some of which are expected to be permanent savings, are intended to ensure that we extend our decade-long growth in profitability and support a higher margin profile by leveraging a smaller global team highly focused on serving customer preferences.
These actions, some of which are one-time savings and some of which are expected to be permanent savings, are intended to ensure that we grow our profitability and support a higher margin profile by leveraging a smaller global team highly focused on serving customer preferences.
Liquidity and Capital Resources As of December 31, 2024, liquidity from our Credit Facility and cash on hand was approximately $381 million. Our Credit Facility is described in Note 15 – Debt.
Liquidity and Capital Resources As of December 31, 2025, liquidity from our Credit Facility and cash on hand was approximately $383 million. Our Credit Facility is described in Note 15 – Debt.
The amount of our outstanding debt and our overall cash flows will fluctuate throughout any operating period based upon, among other things, the timing of receipts from customers and payments to vendors. As of December 31, 2024 and 2023, approximately 85 percent of accounts payable was current and 15 percent was 1-30 days past due.
The amount of our outstanding debt and our overall cash flows will fluctuate throughout any operating period based upon, among other things, the timing of receipts from customers and payments to vendors. As of December 31, 2025, approximately 95 percent of accounts payable was current and 5 percent was 1-30 days past due.
See Note 2 – Summary of Significant Accounting Policies for information on expense recognized during the past two years. An estimate of the sensitivity to changes in our assumptions is not practicable given the numerous assumptions that can materially affect our estimates. Pension and Post-retirement Benefits .
See Note 2 – Summary of Significant Accounting Policies for information on expense recognized during the past two years. An estimate of the sensitivity to changes in our assumptions is not practicable given the numerous assumptions that can materially affect our estimates. Environmental Liabilities .
Our need for cash in the next twelve months relates primarily to contractual obligations which includes debt service, pension plan funding, purchase commitments and operating leases, as well as working capital, capital spending, dividends and share repurchases. We may also use cash to pursue other potential strategic acquisitions or voluntary pension plan contributions, including pension plan settlements.
Our need for cash in the next twelve months relates primarily to contractual obligations which includes debt service, purchase commitments and operating leases, as well as working capital, capital spending, dividends and share repurchases. We may also use cash to pursue other potential strategic acquisitions.
The estimated fair value, as calculated at October 31, 2024, for the three reporting units ranged from approximately 22 percent to 103 percent greater than their carrying value (eight percent to 110 percent at the previous impairment assessment date).
The estimated fair value, as calculated at October 31, 2025, for the three reporting units ranged from approximately 24 percent to 58 percent greater than their carrying value (22 percent to 103 percent at the previous impairment assessment date).
Our businesses and results of operations are affected by various competitive and other factors including (i) the impact of global economic conditions on demand for our products, including the impact of imported products from competitors in certain regions where we operate; (ii) raw material pricing and availability, in particular the cost and availability of hardwood lumber for railroad crossties, softwood lumber for utility poles, scrap copper prices, and the cost and amount of coal tar available in global markets, which is negatively affected by reductions in blast furnace steel production; (iii) volatility in oil prices, which impacts the cost of coal tar and certain other raw materials, as well as selling prices and margins for certain of our products including carbon black feedstock, phthalic anhydride, and naphthalene; (iv) competitive conditions in our performance chemicals business and global carbon pitch markets; (v) changes in foreign exchange rates; and (vi) the other factors set forth in the section titled "Forward-Looking Statements." Any or all of these or other factors could impact our actual results for 2025.
Our businesses and results of operations are affected by various competitive and other factors including (i) the impact of global economic conditions on demand for our products, including the impact of imported products from competitors in certain regions where we operate as well as tariffs and international trade policy; (ii) raw material pricing and availability, in particular the cost and availability of hardwood lumber for railroad crossties, softwood lumber for utility poles, scrap copper prices, and the cost and amount of coal tar available in global markets, which is negatively affected by reductions in blast furnace steel production; (iii) volatility in oil prices, which impacts the cost of coal tar and certain other raw materials, as well as selling prices and margins for certain of our products including carbon black feedstock and naphthalene; (iv) competitive conditions in our performance chemicals business and global carbon pitch markets; (v) the effectiveness of our commodity hedging programs; (vi) changes in foreign exchange rates; and (vii) the other factors set forth in the "Forward-Looking Statements" disclaimer.
The Leading Indicator of Remodeling Activity (LIRA) reported by the Joint Center for Housing Studies of Harvard University projects that year-over-year spending for annual homeowner renovation and maintenance expenditures is expected to grow by 1.2 percent in 2025.
The Leading Indicator of Remodeling Activity (LIRA) reported by the Joint Center for Housing Studies of Harvard University projects that year-over-year spending for annual homeowner renovation and maintenance expenditures is expected to grow by 2.9 percent in early 2026 before easing to 1.6 percent by the end of 2026.
Deferred Tax Assets . See Note 10 – Income Taxes for information on deferred tax activity. Our deferred tax assets and liabilities are predominantly related to our domestic entities. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.
Our deferred tax assets and liabilities are predominantly related to our domestic entities. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.
Although we believe that these non-GAAP financial measures enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP financial measures and should be read in conjunction with the relevant GAAP financial measures.
Although we believe adjusted EBITDA enhances investors’ understanding of our business and performance, this non-GAAP financial measure should not be considered an alternative to GAAP financial measures and should be read in conjunction with the relevant GAAP financial measures.
Inherent uncertainties exist in such estimates primarily due to unknown conditions and other circumstances, changing governmental regulations and legal standards regarding liability, and evolving technologies. See Note 17 – Commitments and Contingent Liabilities for information about environmental liabilities.
Inherent uncertainties exist in such estimates primarily due to unknown conditions and other circumstances, changing governmental regulations and legal standards regarding liability, and evolving technologies. See Note 17 – Commitments and Contingent Liabilities for information about environmental liabilities. 35 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report
The primary source of financing cash flows for the year ended December 31, 2024 was net borrowings of $88.7 million and the primary uses of financing cash flows were repurchases of common stock, including payments related to taxes withheld under stock-based compensation plans, and dividends paid.
The primary uses of financing cash flows for the year ended December 31, 2025 were net debt repayments of $12.7 million, repurchases of common stock, including payments related to taxes withheld under stock-based compensation plans, dividends and debt issuance costs.
GAAP, to adjusted EBITDA on a consolidated basis: Year Ended December 31, 2024 2023 (Dollars in millions) Net income $ 48.6 $ 89.8 Interest expense 76.2 71.0 Depreciation and amortization 67.5 57.0 Income tax provision 20.7 34.8 Sub-total 213.0 252.6 Adjustments to arrive at adjusted EBITDA: LIFO expense (1) 6.1 6.0 Impairment, restructuring and plant closure costs 17.3 0.1 Loss (gain) on sale of assets 10.7 (1.8 ) Mark-to-market commodity hedging losses (gains) 7.9 (0.5 ) Acquisition inventory step-up amortization 2.3 0.0 Pension settlement 4.0 0.0 Amortization of cloud-based software implementation costs 0.3 0.0 Total adjustments 48.6 3.8 Adjusted EBITDA $ 261.6 $ 256.4 (1) The LIFO expense adjustment removes the entire impact of LIFO and effectively reflects the results as if we were on a FIFO inventory basis. 32 Koppers Holdings Inc. 2024 Annual Report Cash Flow Net cash provided by operating activities for the year ended December 31, 2024 was $119.4 million compared to $146.1 million in the prior year.
GAAP, to adjusted EBITDA on a consolidated basis: Year Ended December 31, 2025 2024 (Dollars in millions) Net income $ 56.0 $ 48.6 Interest expense 66.1 76.2 Depreciation and amortization 73.6 67.5 Income tax provision 25.2 20.7 Sub-total 220.9 213.0 Adjustments to arrive at adjusted EBITDA: LIFO (benefit) expense (1) (11.0) 6.1 Impairment, restructuring and plant closure costs (2) 51.9 17.3 (Gain) loss on sale of assets (0.4) 10.7 Mark-to-market commodity hedging (gains) losses (34.2) 7.9 Acquisition inventory step-up amortization 0.0 2.3 Amortization of cloud-based software implementation costs 1.2 0.3 Pension settlement and expense 28.3 4.0 Total adjustments 35.8 48.6 Adjusted EBITDA $ 256.7 $ 261.6 (1) The LIFO expense adjustment removes the entire impact of LIFO and effectively reflects the results as if we were on a FIFO inventory basis.
Because of the high degree of uncertainty regarding the timing of future cash outflows associated with these liabilities, we are unable to estimate the years in which settlement will occur with the respective taxing authorities.
Because of the high degree of uncertainty regarding the timing of future cash outflows associated with these liabilities, we are unable to estimate the years in which settlement will occur with the respective taxing authorities. Other Matters Foreign Operations and Foreign Currency Transactions We are subject to foreign currency translation fluctuations due to our foreign operations.
Additionally, disruptions to our business such as prolonged recessionary periods or unexpected significant declines in operating results of the relevant reporting units could result in charges for goodwill and other asset impairments in future periods. An estimate of the sensitivity to changes in our assumptions is not practicable given the numerous assumptions that can materially affect our estimates.
Additionally, disruptions to our business such as prolonged recessionary periods or unexpected significant declines in operating results of the relevant reporting units could result in charges for goodwill and other asset impairments in future periods.
We will continue to focus on expanding our presence in the western and midwestern United States and Canada along with improving our efficiency and capturing new customers to increase our market share. • Product demand for our PC business has historically been associated with consumer spending on home repair and remodeling projects in North America.
Our Utility Products business continues to focus on expanding its presence in the midwestern and western United States. • Product demand for our PC business has historically been associated with consumer spending on home repair and remodeling projects in North America.
Our keys to success in 2025 include: • For our RUPS segment, our focus is to (i) recoup cost increases, including the value of our creosote preservative in the market, (ii) maximize opportunities for increased volumes, including expanding our customer base into the Texas, western and midwestern utility pole markets and (iii) lower operating and selling, general and administrative expenses. • For our PC segment, our focus is to (i) acquire new customers in our residential preservatives markets to offset certain customer market share losses, (ii) expand market share in our industrial preservatives markets and (iii) align and improve our cost structure. • For our CMC segment, our focus is to (i) execute on domestic plant restructuring projects, (ii) optimize and develop markets for enhanced carbon products and (iii) implement global tar and pitch strategies. 29 Koppers Holdings Inc. 2024 Annual Report Significant market indicators for our businesses include: • The Railway Tie Association’s estimate of total crosstie purchases in 2025 is approximately 19.5 million ties, with approximately 13.3 million for Class I railroads.
Significant areas of focus include: • For our RUPS segment, our focus is to continue to (i) recoup cost increases, including the value of our creosote preservative in the market, (ii) maximize opportunities for increased volumes, including expanding our customer base in the midwestern and western utility pole markets and (iii) lower operating and selling, general and administrative expenses. • For our PC segment, our focus is to continue to (i) acquire new customers and grow organic market share in our residential preservatives markets (ii) expand market share in our industrial preservatives markets and (iii) align and improve our cost structure. • For our CMC segment, our focus is to continue to (i) execute on domestic plant restructuring projects, (ii) optimize and develop markets for enhanced carbon products and (iii) develop and implement global tar and pitch strategies to mitigate expected raw material cost increases.
The total net leverage ratio as of December 31, 2024 was 3.20. Effective during the second quarter of 2025, the total net leverage ratio will not be permitted to exceed 4.75. ▪ The cash interest coverage ratio, calculated as of the last day of each fiscal quarter, is not permitted to be less than 2.0.
The total net leverage ratio as of December 31, 2025 was 3.3. ▪ The cash interest coverage ratio, calculated as of the last day of each fiscal quarter, is not permitted to be less than 2.0. The cash interest coverage ratio as of December 31, 2025 was 4.4. We are currently in compliance with all covenants governing the Credit Facility.
Impairment and restructuring charges were $16.9 million in 2024 due primarily to the decision to discontinue phthalic anhydride production at our facility in Stickney, Illinois and our workforce reduction program across selected U.S. locations to streamline operations and reduce costs. See Note 3 – Acquisitions, Divestitures and Discontinued Operations.
Impairment and restructuring charges for both years were due primarily to costs associated with discontinuing phthalic anhydride production at our facility in Stickney, Illinois, consulting services related to our comprehensive assessment of our businesses and our workforce reduction program across selected U.S. locations to streamline operations and reduce costs. See Note 3 – Acquisitions and Restructuring.
Income tax expense decreased by $14.1 million when compared to the prior year period due primarily to lower income before income taxes.
Income tax expense increased by $4.5 million when compared to the prior year period due primarily to higher income before income taxes. See Note 10 – Income Taxes.
In addition, we terminated our largest United States qualified defined benefit plan through a funding payment of $14 million in February 2025. The funded status of our defined benefit plans is disclosed in Note 14 – Pensions and Post-Retirement Benefit Plans. See Note 10 – Income Taxes for discussion of unrecognized tax benefits.
The funded status of our defined benefit plans is disclosed in Note 14 – Pensions and Post-Retirement Benefit Plans. 33 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report See Note 10 – Income Taxes for discussion of unrecognized tax benefits.
We annually evaluate the remaining useful life of the intangible asset being amortized to determine whether events or circumstances warrant a revision to the remaining period of amortization.
We annually evaluate the remaining useful life of the intangible asset being amortized to determine whether events or circumstances warrant a revision to the remaining period of amortization. See Note 13 – Goodwill and Intangible Assets for our goodwill and intangible assets accounting policy. We utilize the work of third-party specialists to assist in the fair value estimates.
Capital expenditures were higher in the prior year period due to investment in growth projects, such as the expansion of our RUPS facility in North Little Rock, Arkansas which was completed in the fourth quarter of 2023 and a yield enhancement project at our CMC facility in Nyborg, Denmark which was completed in the first quarter of 2024.
The decrease was due to cash paid for the Brown Wood acquisition in the prior year as well as lower capital expenditures in the current year due to the completion of certain growth projects, such as the yield enhancement project at our CMC facility in Nyborg, Denmark which was completed in the first quarter of 2024.
While the LIRA projects a mild increase in 2025, our PC business expects flat or lower volumes as a result of customer market share shifts. • For the external markets served by our CMC business, we have experienced a slowdown in the near-term in manufacturing overall, including the steel, aluminum and carbon black industries.
Our PC business expects higher volumes through market share growth and acquiring new customers supported by the LIRA projections. 29 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report • For the external markets served by our CMC business, we have experienced a slowdown in manufacturing overall as well as in the steel, aluminum and carbon black industries.
Loss (gain) on sale of assets was primarily related to the liquidation of our former coal tar distillation facility located in China while the gain on sale of assets for 2023 was related to a sale of assets at that same facility. See Note 3 – Acquisitions, Divestitures and Discontinued Operations.
(Gain) loss on sale of assets in the prior year period was primarily related to the liquidation of our former coal tar distillation facility located in China. See Note 3 – Acquisitions and Restructuring. Other income, net increased in the current year period primarily as a result of increased royalty income in our PC business and lower pension costs.
Adjusted items typically include certain expenses associated with impairment, restructuring and plant closure costs, significant gains and losses on asset disposals or business combinations, LIFO, mark-to-market commodity hedging, cloud-computing amortization expenses and other unusual items. The LIFO expense adjustment removes the entire impact of LIFO and effectively reflects the results as if we were on a FIFO inventory basis.
Adjusted items typically include LIFO inventory effects, impairment, restructuring and plant closure costs, significant gains and losses on asset disposals or business combinations, mark-to- 28 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report market commodity hedging, acquisition-related charges, cloud-computing amortization expenses and other unusual items.
For both periods, the primary source of cash was net income, excluding non-cash items, less working capital usage which was higher in the current year primarily as a result of the timing of purchases and payments. Net cash used in investing activities for the year ended December 31, 2024 was $173.3 million compared to $116.0 million in the prior year.
Working capital usage was slightly lower in the current year primarily as a result of the timing of receipts and payments, partly offset by net pension funding of approximately $12 million in connection with the settlement. Net cash used in investing activities for the year ended December 31, 2025 was $72.7 million compared to $173.3 million in the prior year.
Purchase Commitments and Contractual Obligations Purchase commitments consist primarily of raw materials purchase contracts. These are typically not fixed price arrangements; the prices are based on prevailing market prices. As a result, we generally expect to be able to hedge the purchases with sales at those future prices.
Our continued ability to meet these financial covenants can be affected by events beyond our control. Purchase Commitments and Contractual Obligations Purchase commitments consist primarily of raw materials purchase contracts. These are typically not fixed price arrangements; the prices are based on prevailing market prices.
Foreign currency transaction gains and losses result from transactions denominated in a currency that is different from the currency used by the entity to prepare its financial statements. Foreign currency transaction gains (losses) were $(0.9) million, $1.0 million, and $(0.8) million for the years ended December 31, 2024, 2023 and 2022, respectively.
See the Consolidated Statement of Comprehensive Income for the impact that exchange rate fluctuations had on comprehensive income. Foreign currency transaction gains and losses result from transactions denominated in a currency that is different from the currency used by the entity to prepare its financial statements.
Significant items impacting cost of sales in individual operating segments are discussed as part of "Segment adjusted EBITDA and adjusted EBITDA margin" herein.
Cost of sales as a percentage of net sales was 76 percent, compared to 80 percent in the prior year period as lower operating expenses and freight costs were partly offset by lower sales volumes. Significant items impacting cost of sales in individual operating segments are discussed as part of "Segment adjusted EBITDA and adjusted EBITDA margin" herein.
Key drivers include aging pole infrastructure, the expansion of renewable energy, vehicle electrification, grid-hardening measures and extreme weather protection. Recently, the realization of potential productivity gains from artificial intelligence (AI) has significantly increased the demand for electricity.
The datacenters that are being constructed nationwide consume large amounts of electricity. Other drivers of pole demand include aging pole infrastructure, the expansion of renewable energy, vehicle electrification, grid-hardening measures, and extreme weather protection.
See Note 16 – Leases for discussion of our operating lease obligations. 33 Koppers Holdings Inc. 2024 Annual Report Pension and other employee benefit plan funding contributions (for defined benefit plans) are expected to total approximately $4.0 million in 2025, for normal plan operations.
Pension and other employee benefit plan funding contributions (for defined benefit plans) are expected to total approximately $1.5 million in 2026, for normal plan operations.
An Adjusted EBITDA Reconciliation is presented in the Segment Results section and reconciles net income to adjusted EBITDA on a consolidated basis. We do not provide reconciliations of guidance for adjusted EBITDA and adjusted EPS to comparable GAAP measures, in reliance on the unreasonable efforts exception.
The LIFO expense adjustment removes the entire impact of LIFO and effectively reflects the results as if we were on a FIFO inventory basis. An adjusted EBITDA reconciliation is presented in the Segment Results section and reconciles net income to adjusted EBITDA on a consolidated basis.
Depreciation and amortization expenses were $10.5 million higher when compared to the prior year period as a result of recent capital expenditures including growth projects such as the expansion of our RUPS facility in North Little Rock, Arkansas and the yield enhancement project at our CMC facility in Nyborg, Denmark, as well as the acquisition of Brown Wood.
Depreciation and amortization expenses were $6.1 million higher when compared to the prior year period primarily as a result of increased asset retirement obligations in our North American CMC operations and our acquisition of Brown Wood.
Net cash provided by financing activities for the year ended December 31, 2024 was $35.7 million compared to $2.6 million in the prior year.
These decreases were partly offset by cash paid for the Greenhill acquisition (as described in Note 3 of the Notes to Consolidated Financial Statements) in the current year. Net cash used in financing activities for the year ended December 31, 2025 was $58.5 million compared to net cash provided by financing activities of $35.7 million in the prior year.
CMC adjusted EBITDA decreased as a result of lower sales prices, lower plant utilization and higher operating expenses, partly offset by a $56.5 million reduction in raw material costs, particularly in Europe, as well as lower allocated selling, general and administrative costs and higher volumes of phthalic anhydride.
CMC adjusted EBITDA increased due to lower raw material and operating expenses of $19.9 million, particularly in North America, including the operating cost savings from discontinuing phthalic anhydride production, lower selling, general and administrative expense of $9.2 million and improved plant performance as a result of an outage in North America in the prior year period, partly offset by lower sales prices.
Interest expense was $5.2 million higher when compared to the prior year period due to higher borrowings and interest rates, partly offset by the write-off of debt issuance costs in 2023. Loss on pension settlement was $4.0 million in 2024. See Note 14 – Pensions and Post-Retirement Benefit Plans.
Interest expense was $10.1 million lower when compared to the prior year period due to lower interest rates. Loss on pension settlement for both years relates to the settlement loss recorded as a result of the termination of our United States qualified pension plan as discussed in Note 14 – Pensions and Post-Retirement Benefit Plans.
Results of Operations – Comparison of Years Ended December 31, 2024 and December 31, 2023 Consolidated Results Net sales for the years ended December 31, 2024 and 2023 are summarized by segment in the following table: Year Ended December 31, 2024 2023 Change % Change (Dollars in millions) Railroad and Utility Products and Services $ 942.7 $ 897.9 $ 44.8 5.0 % Performance Chemicals 651.6 671.6 (20.0 ) -3.0 % Carbon Materials and Chemicals 497.8 584.7 (86.9 ) -14.9 % Total $ 2,092.1 $ 2,154.2 $ (62.1 ) -2.9 % 30 Koppers Holdings Inc. 2024 Annual Report RUPS net sales increased largely due to $29.5 million of pricing increases for crossties and utility poles, along with higher volumes for these products and an increase in activity in our railroad bridge services business, partly offset by lower activity in our crosstie recovery business.
Results of Operations – Comparison of Years Ended December 31, 2025 and December 31, 2024 Consolidated Results Year Ended December 31, 2025 2024 Change % Change (Dollars in millions) Net sales: Railroad and Utility Products and Services $ 926.8 $ 942.7 $ (15.9) (1.7) % Performance Chemicals 543.8 651.6 (107.8) (16.5) % Carbon Materials and Chemicals 408.7 497.8 (89.1) (17.9) % Total $ 1,879.3 $ 2,092.1 $ (212.8) (10.2) % RUPS net sales decreased due to $21.8 million of lower volumes in our Class I crosstie business and lower activity in our maintenance-of-way businesses, including approximately $11.1 million related to the sale of our railroad bridge services business during the third quarter of 2025.
Payments Due by Period 2025 2026-2027 2028-2029 Thereafter Total (Dollars in millions) Purchase commitments $ 207.5 $ 306.9 $ 76.6 $ 0.2 $ 591.2 Contractual obligations are primarily related to our debt agreements and operating leases. See Note 15 – Debt for discussion of the contractual obligations under our debt agreements, including interest payments and the timing of principal repayments.
As a result, we generally expect to be able to hedge the purchases with sales at those future prices. Payments Due by Period 2026 2027 - 2028 2029 - 2030 Thereafter Total (Dollars in millions) Purchase commitments $ 234.1 $ 322.5 $ 68.6 $ 0.1 $ 625.3 Contractual obligations are primarily related to our debt agreements and operating leases.
Recently Issued Accounting Guidance Information regarding recently issued accounting guidance is contained in Note 2 – Summary of Significant Accounting Policies.
Foreign currency transaction gains were $0.7 million, $0.9 million, and $1.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. Recently Issued Accounting Guidance Information regarding recently issued accounting guidance is contained in Note 2 – Summary of Significant Accounting Policies.
In the prior year, the sources of financing cash flows were net borrowings of $23.1 million and issuances of common stock due to the exercise of stock options and the primary uses of financing cash flows were repurchases of common stock, payments of debt issuance costs and dividends paid.
In the prior year, the 32 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report primary source of financing cash flows was net borrowings of $88.7 million and the primary uses of financing cash flows were repurchases of common stock, including payments related to taxes withheld under stock-based compensation plans, and dividends.
PC adjusted EBITDA increased despite lower sales, as a result of lower raw material and logistics costs offsetting lower sales prices. Lower raw material costs were favorably impacted by timing, including an increase in gains realized from our copper-hedging program, net of an increase in the cost of scrap copper recognized to date.
Higher raw material costs were unfavorably impacted by scrap copper costs, net of the benefit realized from our copper-hedging program.
Removed
We are unable, without unreasonable efforts, to forecast certain items required to develop meaningful comparable GAAP financial measures. These items include, but are not limited to, restructuring and impairment charges, acquisition-related costs, mark-to-market commodity hedging, and LIFO adjustments that are difficult to forecast for a GAAP estimate and may be significant.
Added
Through the planning phase that occurred throughout 2025, we believe we have identified actionable transformation initiatives to position Koppers for future success, creating a roadmap to reshape our company into a higher earning, higher margin, higher free cash flow and higher return on capital business over the next three years.
Removed
This is slightly lower than the estimated 2024 crosstie purchases of approximately 19.6 million crossties with the small decrease expected to be from Class I railroads.
Added
These initiatives impact all facets of the organization and are focused on growing the more profitable businesses while continuing to selectively scale back our lower margin, capital intensive business. We believe this will grow earnings per share, lower our maintenance and capital requirements and consistently generate higher margins.
Removed
We expect the crosstie market to remain stable. • Market demand for utilities poles is expected to grow in 2025 with most of the growth concentrated in the second half of the year, while demand in the first half is expected to remain relatively flat.
Added
Significant market indicators for our businesses include: • The Railway Tie Association’s estimate of total crosstie purchases in 2026 is approximately 19.9 million ties, with approximately 13.3 million for Class I railroads. This is comparable to the 2025 estimate of crosstie purchases of approximately 19.9 million crossties.
Removed
Technology companies are now securing power supplies for data centers to fuel AI, resulting in higher volume demand for both distribution and transmission wood poles.
Added
Over the past few years, North American demand for crossties has been in the range of 18 million to 22 million crossties annually. We expect the crosstie market to remain stable and within this range.
Removed
Volumes in our domestic utility pole business increased 6.9 percent primarily as a result of our acquisition of Brown Wood and was partly offset by a decrease in our legacy utility pole business due to temporary customer overstock and budget realignment.
Added
However, volumes for our business in any year can be affected by individual customer demands, logistics and business conditions. • Market demand for utility poles is expected to grow over the next few years. The main driver for growth is the construction of datacenters that support artificial intelligence development.
Removed
PC net sales decreased due primarily to sales to the recently acquired Brown Wood of approximately $9 million no longer being included in our reported sales beginning April 1, 2024, lower volumes of our industrial non-copper based preservatives and lower pricing of $3.1 million in the Americas.
Added
Any or all of these or other factors could impact our actual results. Recent Developments In February 2026, we made the decision to idle production activities at our Utility and Industrial Products facility in Vance, Alabama, effective immediately. Substantially all production handled at this location was transitioned to our Kennedy, Alabama plant.
Removed
CMC net sales decreased largely due to $81.4 million of lower sales prices across most products, especially carbon pitch where prices were down approximately 20 percent globally, along with $25.0 million of lower volumes of carbon pitch. The decreases in carbon pitch prices and volumes were driven by reduced market demand in the current year period.
Added
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. In February 2026, 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.
Removed
These decreases were partly offset by volume increases for phthalic anhydride and other products. Cost of sales as a percentage of net sales was 80 percent for both periods as lower raw material costs were offset by the market driven reduction in sales.
Added
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.
Removed
Additionally, asset retirement obligations in our European CMC operations and its related depreciation expense increased during 2024 when compared to the prior year period. Selling, general and administrative expenses were $5.2 million higher when compared to the prior year period due mainly to an increase in compensation-related costs along with an increase in professional service and insurance expenses.
Added
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.
Removed
The increase was due to cash paid for the Brown Wood acquisition, partly offset by lower capital expenditures.
Added
Trade Tariff Uncertainties Our outlook reflects plans to substantially offset costs related to import and export tariffs, where possible, but there is continued uncertainty regarding the implementation dates and scope of potential additional tariffs, as well as potential retaliatory trade policy. As a result of these items, our outlook may vary. See also Item 1A.
Removed
On February 27, 2025, we announced that the board of directors approved a $100 million share repurchase program. The repurchase program has no expiration date and replaces our previous share repurchase program of $100 million, which was approved in August 2021 and had approximately $11 million remaining.
Added
These decreases were partly offset by increased volumes in our domestic utility pole business and $11.0 million of price increases across multiple markets, particularly for crossties.
Removed
The cash interest coverage ratio as of December 31, 2024 was 3.95. We are currently in compliance with all covenants governing the Credit Facility. Our continued ability to meet these financial covenants can be affected by events beyond our control.
Added
Foreign currency 30 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report changes compared to the prior year period had an unfavorable impact on sales in the current year period of $1.9 million, mainly from our Australian utility pole business.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+1 added−1 removed6 unchanged
Biggest changeSee Note 5 – Derivative Financial Instruments for quantities and the financial statement impact of these contracts as of December 31, 2024. Holding other variables constant, if there were a 10 percent reduction in the December 31, 2024 market price of copper, the fair value of these contracts would be a loss of $28.2 million.
Biggest changeHolding other variables constant, if there were a 10 percent reduction in the December 31, 2025 market price of copper, the fair value of these contracts would be a gain of $17.4 million, all of which would be recognized in income, before tax. Interest Rate and Debt Sensitivity Analysis .
The following analyses present the sensitivity of the market value, earnings and cash flows of our financial instruments and foreign operations to hypothetical changes in interest and exchange rates and market prices for copper as if these changes occurred at December 31, 2024.
The following analyses present the sensitivity of the market value, earnings and cash flows of our financial instruments and foreign operations to hypothetical changes in interest and exchange rates and market prices for copper as if these changes occurred at December 31, 2025.
ITEM 7A. Q UANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Like other global companies, we are exposed to market risks relating to fluctuations in commodity prices, interest rates and foreign currency exchange rates.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Like other global companies, we are exposed to market risks relating to fluctuations in commodity prices, interest rates and foreign currency exchange rates.
Holding other variables constant, if there were a ten percent reduction in all relevant exchange rates, the effect on our earnings, based on actual earnings from foreign operations for the year ended December 31, 2024, would be a reduction of approximately $4.2 million. 37 Koppers Holdings Inc. 2024 Annual Report
Holding other variables constant, if there were a ten percent reduction in all relevant exchange rates, the effect on our earnings, based on actual earnings from foreign operations for the year ended December 31, 2025, would be a reduction of approximately $4.2 million. 36 TABLE OF CONTENTS Koppers Holdings Inc. 2025 Annual Report
Assuming other factors are held constant, a one percentage point increase in interest rates would have decreased earnings and cash flows by approximately $5.5 million over a twelve-month period, holding other variables constant, inclusive of interest rate swap effects. Exchange Rate Sensitivity Analysis .
For variable rate debt, interest rate changes impact earnings and cash flows. Assuming other factors are held constant, a one percentage point increase in interest rates would have decreased earnings and cash flows by approximately $5.4 million over a twelve-month period, holding other variables constant, inclusive of interest rate swap effects. Exchange Rate Sensitivity Analysis .
These forward-looking statements are selective in nature and only address the potential impacts from financial instruments and foreign operations. They do not include other potential effects that could impact our business as a result of these changes. 36 Koppers Holdings Inc. 2024 Annual Report Commodity Price Sensitivity Analysis.
These forward-looking statements are selective in nature and only address the potential impacts from financial instruments and foreign operations. They do not include other potential effects that could impact our business as a result of these changes. Commodity Price Sensitivity Analysis .
See Note 15 – Debt for discussion of the changes in debt and Note 5 - Derivative Financial Instruments for discussion of our interest rate swap agreements. For variable rate debt, interest rate changes impact earnings and cash flows.
Our exposure to market risk for changes in interest rates relates primarily to our interest payments on our variable rate debt obligations. See Note 15 – Debt for discussion of the changes in debt and Note 5 - Derivative Financial Instruments for discussion of our interest rate swap agreements.
Removed
This hypothetical loss would be allocated $11.1 million to other comprehensive income and $17.1 million recognized in income, before tax. Interest Rate and Debt Sensitivity Analysis . Our exposure to market risk for changes in interest rates relates primarily to our interest payments on our variable rate debt obligations.
Added
See Note 5 – Derivative Financial Instruments for quantities and the financial statement impact of these contracts as of December 31, 2025.

Other KOP 10-K year-over-year comparisons