kop-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to___________

Commission file number 1-32737

KOPPERS HOLDINGS INC.

(Exact name of registrant as specified in its charter)


Pennsylvania			20-1878963
(State of incorporation)			(IRS Employer Identification No.)

436 Seventh Avenue Pittsburgh, Pennsylvania 15219			(412) 227-2001
(Address of principal executive offices)			(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	KOP	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Common Stock, par value $0.01 per share, outstanding at October 31, 2025 amounted to 19,613,926 shares.

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

KOPPERS HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
(Dollars in millions, except share and per share amounts)	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Net sales	$	485.3	$	554.3	$	1,446.6	$	1,615.1
Cost of sales	368.3		433.1		1,109.6		1,276.1
Depreciation and amortization	17.6		17.9		53.6		52.2
Selling, general and administrative	37.5		43.9		118.1		135.3
Impairment and restructuring	10.2		0.0		47.8		0.0
(Gain) loss on sale of assets	(0.1)		9.7		(0.4)		9.7
Operating profit	51.8		49.7		117.9		141.8
Other income, net	0.7		0.1		4.2		0.1
Interest expense	16.7		20.2		50.6		57.9
Loss on pension settlement	0.0		0.0		29.0		0.0
Income before income taxes	35.8		29.6		42.5		84.0
Income tax provision	12.0		10.6		16.2		25.2
Net income	23.8		19.0		26.3		58.8
Net loss attributable to noncontrolling interests	0.0		(3.8)		0.0		(3.8)
Net income attributable to Koppers	$	23.8	$	22.8	$	26.3	$	62.6
Earnings per common share attributable to Koppers common shareholders:
Basic	$	1.21	$	1.12	$	1.32	$	3.01
Diluted	$	1.17	$	1.09	$	1.29	$	2.92
Weighted average shares outstanding (in thousands):
Basic	19,654		20,409		19,964		20,790
Diluted	20,212		20,961		20,414		21,448

KOPPERS HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
(Dollars in millions)	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Net income	$	23.8	$	19.0	$	26.3	$	58.8
Changes in other comprehensive income (loss):
Currency translation adjustment	(1.1)		13.8		28.7		0.4
Cash flow hedges, net of tax of $0.4, $3.0, $(1.6) and $(1.1)	(1.1)		(7.5)		3.3		2.9
Pension adjustments, net of tax of $(0.1), $0.0, $8.2 and $0.1	0.1		0.3		25.3		1.0
Comprehensive income	21.7		25.6		83.6		63.1
Comprehensive loss attributable to noncontrolling interests	0.0		(3.8)		0.0		(3.8)
Comprehensive income attributable to Koppers	$	21.7	$	29.4	$	83.6	$	66.9

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

KOPPERS HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEET


	September 30, 2025		December 31, 2024
(Dollars in millions, except share and per share amounts)	(Unaudited)
Assets
Cash and cash equivalents	$	37.9	$	43.9
Accounts receivable, net of allowance of $7.0 and $6.9	192.1		191.8
Inventories, net	400.3		404.6
Derivative contracts	10.9		1.5
Other current assets	41.6		38.8
Total current assets	682.8		680.6
Property, plant and equipment, net of accumulated depreciation of $464.4 and $494.4	646.7		660.8
Goodwill	317.3		317.1
Intangible assets, net	107.6		119.0
Operating lease right-of-use assets	104.7		89.8
Deferred tax assets	8.8		8.4
Other assets	26.9		14.5
Total assets	$	1,894.8	$	1,890.2
Liabilities
Accounts payable	$	156.3	$	179.1
Accrued liabilities	71.3		115.1
Current operating lease liabilities	27.3		26.7
Current maturities of long-term debt	4.9		4.9
Total current liabilities	259.8		325.8
Long-term debt	918.3		925.9
Operating lease liabilities	77.7		64.4
Accrued postretirement benefits	12.9		14.9
Deferred tax liabilities	36.8		25.9
Other long-term liabilities	43.4		44.3
Total liabilities	1,348.9		1,401.2
Commitments and contingent liabilities (Note 12)
Equity
Senior Convertible Preferred Stock, $0.01 par value per share; 10,000,000 shares authorized; no shares issued	0.0		0.0
Common Stock, $0.01 par value per share; 80,000,000 shares authorized; 26,194,068 and 25,761,084 shares issued	0.3		0.3
Additional paid-in capital	329.0		317.2
Retained earnings	511.4		490.3
Accumulated other comprehensive loss	(63.3)		(120.6)
Treasury stock, at cost, 6,580,954 and 5,480,230 shares	(231.8)		(198.5)
Total Koppers shareholders’ equity	545.6		488.7
Noncontrolling interests	0.3		0.3
Total equity	545.9		489.0
Total liabilities and equity	$	1,894.8	$