Stepan signs $500M credit agreement through 2031

Stepan may request up to $250.0 million in additional revolving or incremental term-loan capacity, subject to certain requirements.

Rhea-AI Filing Summary

Stepan Company (SCL) entered into a credit agreement on September 25, 2026, providing $500.0 million of initial aggregate principal: a $350.0 million multicurrency revolving credit facility and a $150.0 million delayed draw term loan credit facility. Both mature on September 25, 2031. The facilities replace the prior $350.0 million revolving facility and $100.0 million delayed draw term loan facility. Stepan may draw as needed for working capital, permitted acquisitions, capital expenditures and general corporate purposes. The agreement also allows Stepan, subject to certain requirements, to request increased revolving capacity or incremental term loans totaling up to an additional $250.0 million.

Interest rates depend on Stepan’s net leverage ratio: a base rate plus 0.125% to 0.625%, or a term benchmark or Adjusted Daily Simple RFR plus 1.125% to 1.625%. Stepan must maintain interest coverage and net leverage ratios and comply with covenants that include limits on restricted payments, indebtedness and liens.

Filing Explained

Stepan entered into the credit agreement on September 25; beyond the committed credit capacity already disclosed, it requires commitment and ticking fees at annual rates of 0.125% to 0.225%, each depending on net leverage.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Initial aggregate principal: $500.0 million Multicurrency revolving credit facility: $350.0 million Delayed draw term loan credit facility: $150.0 million +5 more

8 metrics

Initial aggregate principal $500.0 million Credit Agreement

Multicurrency revolving credit facility $350.0 million Initial facility amount

Delayed draw term loan credit facility $150.0 million Initial facility amount

Facility maturity September 25, 2031 Both credit facilities

Additional expansion option Up to an additional $250.0 million Subject to certain requirements

Base rate spread 0.125% to 0.625% Depends on Stepan’s net leverage ratio

Term benchmark or Adjusted Daily Simple RFR spread 1.125% to 1.625% Depends on Stepan’s net leverage ratio

Commitment fee and ticking fee 0.125% to 0.225% per annum each Depends on Stepan’s net leverage ratio

Key Terms

delayed draw term loan credit facility, Adjusted Term SOFR, Adjusted EURIBOR Rate, Adjusted Daily Simple RFR, +1 more

5 terms

delayed draw term loan credit facility financial

"a $150.0 million delayed draw term loan credit facility"

Adjusted Term SOFR financial

"either Adjusted Term SOFR or the Adjusted EURIBOR Rate"

Adjusted term SOFR is a forward‑looking interest benchmark based on short‑term overnight Treasury repo rates, with a small extra amount added to reflect differences from legacy rates. Think of it as a quoted price that has been nudged to make payments comparable to older benchmarks; it matters to investors because it directly influences borrowing costs, bond yields and cash‑flow forecasts, affecting valuations and hedging outcomes.

Adjusted EURIBOR Rate financial

"either Adjusted Term SOFR or the Adjusted EURIBOR Rate"

Adjusted Daily Simple RFR financial

"the Adjusted Daily Simple RFR"

net leverage ratio financial

"depending on Stepan’s net leverage ratio"

The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How large are SCL’s new credit facilities?

The agreement provides $500.0 million of initial aggregate principal, consisting of a $350.0 million multicurrency revolving credit facility and a $150.0 million delayed draw term loan credit facility. Both facilities mature on September 25, 2031.

What fees does SCL pay under the new credit agreement?

Stepan is required to pay a commitment fee and a ticking fee, each ranging from 0.125% to 0.225% per annum, depending on Stepan’s net leverage ratio.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/28/2026 - 06:05 AM Accepted by SEC EDGAR 09/25/2026 - 09:47 PM Learn about SEC filing dates

STEPAN CO false 0000094049 0000094049 2026-09-25 2026-09-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2026

STEPAN COMPANY

(Exact name of registrant as specified in its charter)

Commission File Number: 1-4462

Delaware		36-1823834
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

1101 Skokie Boulevard, Suite 500, Northbrook, Illinois 60062

(Address of principal executive offices, including zip code)

(847) 446-7500

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $1 par value		SCL		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

On September 25, 2026, Stepan Company (“Stepan”) entered into a Credit Agreement among Stepan, the foreign subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and JPMorgan Chase Bank, N.A. and BofA Securities, Inc., as joint lead arrangers and joint bookrunners (the “Credit Agreement”). The Credit Agreement provides for credit facilities in an initial aggregate principal amount of $500.0 million, consisting of (i) a $350.0 million multicurrency revolving credit facility and (ii) a $150.0 million delayed draw term loan credit facility, each of which matures on September 25, 2031. The Credit Agreement also provides for an expansion option that will allow Stepan, subject to certain requirements, to request an increase to the revolving credit facility or to enter into one or more tranches of incremental term loans in an aggregate amount of up to an additional $250.0 million. Under these five-year committed facilities, Stepan may draw as needed to finance working capital needs, fund permitted acquisitions and capital expenditures, and for general corporate purposes. These new facilities replace Stepan’s $350.0 million multicurrency revolving credit facility and $100.0 million delayed draw term loan credit facility pursuant to the credit agreement dated as of June 24, 2022.

The loans under the Credit Agreement bear interest at (i) a base rate, determined in accordance with the Credit Agreement, plus a spread of 0.125% to 0.625%, (ii) the term benchmark rate, comprised of either Adjusted Term SOFR or the Adjusted EURIBOR Rate, depending on the currency of such loan, plus a spread of 1.125% to 1.625%, or (iii) the Adjusted Daily Simple RFR plus a spread of 1.125% to 1.625%, in each case depending on Stepan’s net leverage ratio. The Credit Agreement requires Stepan to pay a commitment fee and a ticking fee, each ranging from 0.125% to 0.225% per annum, depending on Stepan’s net leverage ratio.

The Credit Agreement requires the maintenance of certain interest coverage and net leverage financial ratios and compliance with certain other covenants, including limitations on restricted payments, indebtedness, and liens. The Credit Agreement includes customary events of default, including failure to pay principal or interest when due, failure to comply with the financial and operational covenants, non-compliance with the other loan documents, the occurrence of a change of control event, and bankruptcy and other insolvency events.

The foregoing summary of the terms of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description
10.1		Credit Agreement, dated as of September 25, 2026, among Stepan Company, the foreign subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and JPMorgan Chase Bank, N.A. and BofA Securities, Inc., as joint lead arrangers and joint bookrunners
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						STEPAN COMPANY
Date: September 25, 2026				By:		/s/ Shawn G. Lisle
						Shawn G. Lisle
						Senior Vice President, General Counsel and Secretary

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1.0 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB