Koppers Holdings Inc.

There have been no material changes to the Risk Factors previously disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, except for the addition of the following risk factors.

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.

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. 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. 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. In response to these actions, other countries have announced retaliatory tariffs and other trade measures against the United States. We have estimated the effect of the increased tariffs, as they currently stand, could have a $5 million to $9 million impact on our pre-tax profit during 2025 if we are unable to mitigate them, which we intend to do.

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. 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. 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. 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.

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. The results of this hedging practice could be positive, neutral or negative in any period depending on price changes in the hedged exposures and the correlation of the price changes in the financial instruments we use to hedge. Our hedging instruments primarily utilize the London Metal Exchange (LME) index while the majority of our purchases are priced off of the Commodity Exchange, Inc. (COMEX) index. Historically, price changes in the LME and the COMEX have been highly correlated and our hedges have been effective in mitigating our financial exposure to changes in the price of copper.

In 2025, the U.S Department of Commerce initiated a Section 232 investigation to determine the effects on national security of imports of copper in all forms. As a result of potential and anticipated tariffs being levied on the importation of copper at the conclusion of the investigation, COMEX prices are trading at a five to 20 percent premium compared to LME prices as of March 31, 2025. As a result, our hedging instruments are less effective in offsetting increases in raw material prices when such a premium exists. Sustained and prolonged premiums of COMEX pricing over LME pricing could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

The following table sets forth information regarding Koppers Holdings’ repurchases of shares of its common stock during the three months ended March 31, 2025:

(1)

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 announced on August 6, 2021 and had approximately $11 million remaining.

(2)

Excludes any fees or commissions associated with the share repurchases.

Not applicable.

Not applicable.