SCL Insider Filing: RSUs, Performance Shares and SARs Disclosed

Rhea-AI Filing Summary

Shawn G. Lisle, Vice President, General Counsel & Secretary of Stepan Company (SCL), reported initial beneficial ownership on Form 3. The filing shows performance shares (1,731 contingent shares), restricted stock units (3,462 RSUs) and a stock appreciation right covering 4,861 shares exercisable at $50.55. Performance shares vest based on goals through 12/31/2027 and RSUs vest ratably over three years beginning 08/26/2026.

Positive

• Executive alignment: Grants (performance shares and RSUs) link compensation to long-term performance.
• Transparency: Initial Form 3 timely discloses officer's equity interests and vesting schedules.

Negative

• None.

Insights

Financial Analyst

Insider equity compensation creates alignment without immediate share dilution.

The filing documents commonly used long-term incentive instruments: performance shares, RSUs and a stock appreciation right with a $50.55 exercise price. These grants tie executive pay to future performance and stock appreciation, aligning management with shareholder outcomes. There is no indication of current voting control changes or immediate share transfers.

Corporate Governance Expert

Compensation structure reflects performance-based incentives and standard multi-year vesting.

Performance shares vest only if company goals through 2027 are met, and RSUs vest ratably starting 08/26/2026, which supports longer-term retention. The Form 3 is an initial disclosure of beneficial ownership for an officer, filed by attorney-in-fact; no governance irregularities are evident from the disclosure alone.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lisle Shawn G

(Last) (First) (Middle)

1101 SKOKIE BOULEVARD, SUITE 500

(Street)

NORTHBROOK IL 60062

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/26/2025

3. Issuer Name and Ticker or Trading Symbol
STEPAN CO [ SCL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP GC & Secretary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Shares	(1)	(1)	Common Stock	1,731	(2)	D
Restricted Stock Units	08/26/2026(3)	08/26/2028	Restricted Stock Units	3,462	(4)	D
Stock Appreciation Right	08/26/2026(3)	08/26/2035	Common Stock	4,861	$50.55	D

Explanation of Responses:

1. The performance shares vest upon the certification of Stepan Company achieving certain performance goals for the performance period ending December 31, 2027.

2. Each performance share represents a contingent right to receive one share of Stepan Company common stock.

3. Vest ratably over three years beginning on the date shown.

4. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Stepan Company common stock.

	/s/ James A. Hart, attorney-in-fact for Shawn G. Lisle	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What securities did Shawn G. Lisle report on the Form 3 for Stepan Co (SCL)?

The Form 3 reports 1,731 performance shares, 3,462 restricted stock units (RSUs), and a stock appreciation right covering 4,861 shares with a $50.55 exercise price.

When do the reported awards vest according to the Form 3?

Performance shares vest upon certification of goals for the period ending December 31, 2027. RSUs and performance-related awards vest ratably over three years beginning 08/26/2026. The SARs are exercisable starting 08/26/2026 and expire 08/26/2035.

What is Shawn Lisle's role at Stepan Company as listed on the filing?

The filing lists Shawn G. Lisle as a company Officer with the title VP GC & Secretary and indicates director status was checked.

Who signed the Form 3 filing for Shawn G. Lisle and when?

The Form 3 was signed by James A. Hart, attorney-in-fact for Shawn G. Lisle on 08/27/2025.

Does the Form 3 show immediate share ownership or contingent rights?

The filing shows mainly contingent rights (performance shares and RSUs each convert to common stock upon vesting). The performance shares are contingent on achieving specified goals.