Every material Form 8-K Koppers Holdings has filed with the SEC since December 05, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Koppers reported third-quarter 2026 net sales of $499.1 million, up 2.8% from a year earlier, but net income fell to $14.7 million and diluted EPS fell to $0.75 as raw material and logistics costs rose. The company also lowered its 2026 adjusted EPS and adjusted EBITDA forecasts while raising its free cash flow outlook. For shareholders, higher sales and strong year-to-date cash generation are offset by weaker earnings and a reduced profit forecast.
Net sales rose 2.8% to $499.1 million, but net income fell to $14.7 million from $23.8 million and diluted EPS fell to $0.75 from $1.17.
Adjusted EBITDA fell 18.2% to $58.0 million from $70.9 million, mainly due to higher raw material and logistics costs.
2026 adjusted EPS forecast was cut to $3.10-$3.25 from $3.80-$4.20; adjusted EBITDA forecast was cut to $220-$225 million from $240-$250 million.
Free cash flow forecast was raised to $115-$135 million from $110-$130 million; year-to-date free cash flow was a record $92.0 million.
Koppers reported second quarter 2026 net sales of $520.1 million, up 3.0% from a year earlier, but a net loss of $147.5 million, driven by $215.8 million of impairment, restructuring and plant closure costs. Adjusted EPS fell to $1.37 from $1.48, and the company lowered the top end of its 2026 adjusted EPS guidance to $3.80 to $4.20 from $3.80 to $4.60, saying profitability will likely be toward the lower end of prior guidance.
Net loss of $147.5 million, or $(7.71) diluted EPS, versus net income of $16.4 million, or $0.81 diluted EPS, in Q2 2025
Adjusted EBITDA of $71.0 million versus $77.1 million; Performance Chemicals rose to $37.7 million from $28.7 million, while Carbon Materials and Chemicals fell to $7.6 million from $16.8 million
2026 adjusted EPS guidance of $3.80 to $4.20 versus prior $3.80 to $4.60; adjusted EBITDA guidance of $240 million to $250 million versus prior $240 million to $260 million
Record year-to-date operating cash flow of $96.3 million and free cash flow of $72.6 million; $47.4 million returned to shareholders
Koppers Holdings Inc. said Eric D. Brenner, currently Senior Vice President and CFO of NOVA Chemicals, will become its Chief Financial Officer and Treasurer effective May 26, 2026. Interim CFO Bradley Pearce returns to his role as Chief Accounting Officer on the same date. The filing describes a change in the company's principal financial officer but reports no financial results.
Brenner takes over from interim CFO Bradley Pearce effective May 26, 2026; Pearce returns to Chief Accounting Officer
Base salary of $550,000 with a target annual cash incentive of 75 percent of base salary
Target 2026 long-term incentive of 125 percent of base salary, rising to 140 percent in 2027
Brenner has been CFO of NOVA Chemicals since September 2023 and was Acting CFO from May 2022 to September 2023
Koppers said it has made a conditional decision to discontinue distillation and chemical manufacturing at its Stickney, Illinois, facility, affecting about 85 employees and subject to union bargaining. The company expects pre-tax charges of $227 million to $262 million through 2029, and it reported first quarter 2026 results alongside revised 2026 adjusted EBITDA and adjusted EPS guidance.
Stickney production expected to wind down by December 31, 2026; shift to Nyborg, Denmark tentatively targeted for Q4 2026
Pre-tax charges of $227 million to $262 million through 2029, including $170 million to $195 million non-cash and $57 million to $67 million cash
Q1 2026 net income of $7.1 million vs. a $13.9 million loss a year earlier; net sales of $455.3 million vs. $456.5 million; adjusted EPS of $0.57 vs. $0.71
2026 adjusted EBITDA guidance revised to $240 million to $260 million; adjusted EPS guidance of $3.80 to $4.60
Koppers reported fourth-quarter 2025 net sales of $432.7 million, down 9.3% from a year earlier, while net income attributable to Koppers rose to $29.7 million from a loss of $10.2 million. Adjusted EPS fell to $0.70 from $0.77 in the quarter and to $4.07 from $4.11 for the full year. The company forecast 2026 adjusted EPS of $4.20 to $5.00 and net sales of $1.9 billion to $2.0 billion.
Q4 2025 diluted EPS was $1.47 versus a loss of $(0.50) per share in Q4 2024.
Full-year 2025 net sales were $1.88 billion versus $2.09 billion in 2024; full-year diluted EPS was $2.74 versus $2.46.
2026 outlook calls for adjusted EBITDA of $250 million to $270 million, compared with $257 million in 2025.
In February 2026 the company decided to idle production at its Vance, Alabama and Florence, South Carolina facilities.
Koppers Holdings said CFO Jimmi Sue Smith retired effective January 5, 2026, and Chief Accounting Officer Bradley Pearce was elected by the board to serve as interim CFO and CAO while an external search for a permanent successor is conducted. The filing states the retirement was not the result of any disagreement or matter relating to financial statements, internal controls, operations, policies or practices. The change puts a leadership transition in the finance function, though no permanent successor has been named.
Jimmi Sue Smith retired as CFO effective January 5, 2026, and remains Treasurer and an advisor through February 28, 2026
Bradley Pearce, age 59 and CAO since May 2019, is interim CFO and CAO and the principal financial officer
Pearce's base salary rose to $400,000 effective January 1, 2026; target annual cash incentive increased from 40 percent to 60 percent of base salary
A transition agreement with Smith is under negotiation; the company will file an amendment once executed
Koppers reported third quarter 2025 net sales of $485.3 million, down 12.4% from $554.3 million a year earlier, and adjusted EBITDA of $70.9 million, down from $77.4 million. GAAP diluted EPS rose to $1.17 from $1.09, but adjusted EPS fell to $1.21 from $1.37. The company cut its 2025 sales forecast to about $1.9 billion from $1.9 billion to $2.0 billion and set adjusted EBITDA guidance of $255 million to $260 million and adjusted EPS of $4.00 to $4.15.
Q3 2025 net sales were $485.3 million vs. $554.3 million, and adjusted EBITDA was $70.9 million vs. $77.4 million.
GAAP diluted EPS was $1.17 vs. $1.09; adjusted EPS was $1.21 vs. $1.37.
2025 sales forecast revised to about $1.9 billion, from $1.9 billion to $2.0 billion previously.
2025 adjusted EBITDA guidance is $255 million to $260 million and adjusted EPS guidance is $4.00 to $4.15; the CEO expects adjusted EPS in the lower half of the previous range.
Koppers Holdings' board increased its size from eight to nine directors and elected Laura Posadas, CEO of Canlak Coatings Inc., as a director effective November 5, 2025. The board determined she is independent, and she will stand for shareholder election at the 2026 Annual Meeting; her committee assignments have not yet been set.
Board expanded from eight to nine directors; Laura Posadas elected effective November 5, 2025
Posadas has been CEO of Canlak Coatings Inc. since October 2024 and previously was Chief Commercial Officer of Matrix Adhesives Group
Board determined Posadas is independent under NYSE listing requirements; committee roles not yet determined
She will receive standard non-employee director compensation described in the 2025 proxy statement
Koppers reported second quarter 2025 sales of $504.8 million, down from $563.2 million a year earlier, and GAAP diluted EPS of $0.81 versus $1.25. The company cut its 2025 forecast, lowering its sales outlook to $1.9 billion to $2.0 billion from $2.0 billion to $2.2 billion and its adjusted EBITDA outlook to $250 million to $270 million, because it expects continued lower demand. Adjusted EPS rose to $1.48 from $1.36, but the lower sales and guidance cut weigh on the outlook for shareholders.
Q2 2025 net sales were $504.8 million, down 10.4% from $563.2 million; GAAP diluted EPS was $0.81 versus $1.25
Adjusted EPS was $1.48 versus $1.36 a year earlier; adjusted EBITDA was $77.1 million versus $77.5 million
2025 guidance revised: sales of $1.9 billion to $2.0 billion (previously $2.0 billion to $2.2 billion) and adjusted EBITDA of $250 million to $270 million
Adjusted EPS guidance is $4.00 to $4.60; operating cash flow projection of $150 million was maintained
Koppers Inc., a subsidiary of Koppers Holdings Inc., signed Amendment No. 6 to its credit agreement on June 17, 2025. The amendment extends the maturity of the $800 million revolving credit facility and changes its financial covenant and interest rate margins. The company says the changes strengthen its capital position and financial flexibility, and the filing confirms the revised terms.
Amendment No. 6 is dated June 17, 2025, and amends the credit agreement dated June 17, 2022, with PNC Bank, National Association, as revolving administrative agent.
The $800 million revolving facility now matures on the earlier of 91 days before the secured term loan maturity or June 17, 2030.
The net leverage covenant step-down to 4.50:1.00 for the quarter ending September 30, 2026 is removed, and the test is set at 4.75:1.00 for the life of the deal.
The 0.10% credit spread adjustment on certain SOFR loans is removed, and the leverage ratio test used for interest rate margins is increased.
Koppers Holdings named James A. Sullivan, its President and Chief Operating Officer through May 31, 2025, as President and Chief Transformation Officer, effective June 1, 2025. The newly created role will lead the company-wide Catalyst transformation initiative, and business unit leaders will now report to CEO Leroy Ball. The filing does not include financial results, guidance or cost targets for the initiative.
Sullivan, 61, served as President and Chief Operating Officer from January 2024 through May 31, 2025, and joined Koppers in June 2013.
The new role is effective June 1, 2025, and he will lead the Transformation Office overseeing the Catalyst Initiative.
Business unit leadership will now also report to CEO and Chairman Leroy Ball.
Ball said the company aims to improve its margin and cash flow profile, but the filing gives no quantified targets.
Koppers reported first-quarter 2025 sales of $456.5 million, down from $497.6 million, and a net loss attributable to Koppers of $13.9 million, compared with net income of $13.0 million a year earlier. The results include a $29.0 million loss on pension settlement and $20.0 million of impairment, restructuring and plant closure costs. The company lowered its 2025 sales forecast to $2.0 billion to $2.2 billion from $2.17 billion but kept its adjusted EBITDA goal of approximately $280 million and adjusted EPS goal of $4.75.
Adjusted EPS was $0.71 versus $0.62 a year earlier, while diluted EPS was $(0.68) versus $0.59
2025 sales forecast cut to $2.0 billion to $2.2 billion from $2.17 billion; adjusted EBITDA and adjusted EPS goals maintained
At the May 8, 2025 annual meeting, shareholders approved the amended 2020 Long Term Incentive Plan with 12,093,826 votes for and 5,231,663 against
Koppers reported a fourth-quarter 2024 net loss of $10.2 million, or $0.50 per diluted share, versus net income of $12.9 million, or $0.59, a year earlier, as sales fell 7.1% to $477.0 million. The company also forecast 2025 sales of about $2.17 billion and adjusted EBITDA of about $280 million, both above 2024 levels, which may matter to shareholders if the outlook holds.
Q4 2024 net loss of $10.2 million ($0.50 per diluted share) vs. net income of $12.9 million ($0.59) in Q4 2023
Q4 2024 sales of $477.0 million, down 7.1%; adjusted EPS of $0.77 vs. $0.67 a year earlier
Full-year 2024 sales of $2.09 billion vs. $2.15 billion; diluted EPS of $2.46 vs. $4.14
2025 outlook: sales of about $2.17 billion, adjusted EBITDA of about $280 million, adjusted EPS of $4.75
Koppers Inc., a subsidiary of Koppers Holdings Inc. (NYSE: KOP), signed Amendment No. 5 to its credit agreement on December 17, 2024, lowering the interest rate margins on its senior secured Term Loan B. The company says the change reduces interest expense without changing its leverage, covenants or maturity date, which matters to shareholders because it lowers the cost of its debt.
Margins on the Term Loan B cut 50 basis points, from 3.00% to 2.50% for SOFR-based loans, with the 0.50% floor unchanged
Alternate base rate loans move from 2.00% (1.50% floor) to 1.50%, equal to the floor
Term Loan B principal is about $494.5 million and matures April 10, 2030
Prepayments made within six months of December 17, 2024 carry a 1.00% premium
Koppers Holdings said Chief Sustainability Officer Leslie S. Hyde will retire on March 31, 2025, as part of a managed transition plan. Effective December 9, 2024, she moves into an Assistant to the CEO role until her retirement.
Leslie S. Hyde, SVP and Chief Sustainability Officer of Koppers Inc., will retire effective March 31, 2025.
Effective December 9, 2024, she vacates her current position and becomes Assistant to the Chief Executive Officer.
The change follows a managed transition plan, and the filing gives no successor name.
On December 5, 2024, subsidiary Koppers Inc. decided to discontinue phthalic anhydride production at its Stickney, Illinois facility, affecting approximately 25 employees, with a shutdown targeted for mid-2025. The company expects pre-tax charges of $51 million to $55 million through the end of 2026, which will reduce earnings, while the Stickney coal tar distillation operations continue and the company says the action lowers capital spending needs and emissions.
Phthalic anhydride production at Stickney, Illinois to be discontinued; shutdown targeted for mid-2025 with production ramped down over the next six months.
Approximately 25 employees affected; retention and severance costs estimated at about $1 million.
Pre-tax charges of $51 million to $55 million through end of 2026, including about $28 million non-cash and $23 million to $27 million cash.
Coal tar distillation at Stickney is not affected; 2025 goals of $300 million adjusted EBITDA and $65 million to $75 million capital expenditures incorporate the savings.
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