Stepan (SCL) EVP receives stock awards as Form 4/A corrects SAR price

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

STEPAN CO executive Robert Joseph Haire reported multiple equity awards and corrected prior pricing details. The filing shows grants on March 2, 2026 of 8,586 Stock Appreciation Rights tied to common stock at a conversion/exercise price of $50.06, 2,996 performance shares, and 5,993 restricted stock units.

He also acquired 56.765 shares of common stock at $52.51 per share, bringing direct common stock holdings to 2,538.765 shares, plus 90.269 shares held indirectly through an ESOP II Trust. This Form 4/A amends a prior report only to correct the Stock Appreciation Right exercise price from $17.47 to $50.06; all other aspects of the reported transaction remain unchanged.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Haire Robert Joseph

Role EVP, Supply Chain

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	5,993	$0.00	--
Grant/Award	Performance Shares	2,996	$0.00	--
Grant/Award	Stock Appreciation Right	8,586	$0.00	--
Grant/Award	Common Stock	56.765	$52.51	$3K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 5,993 shares (Direct, null); Performance Shares — 2,996 shares (Direct, null); Stock Appreciation Right — 8,586 shares (Direct, null); Common Stock — 2,538.765 shares (Direct, null); Common Stock — 90.269 shares (Indirect, By ESOP II Trust)

Footnotes (1)

Each RSU represents a contingent right to receive one share of Stepan Company common stock. Vest ratably over three years beginning on the date shown. The performance shares vest upon the certification of Stepan Company achieving certain performance goals for the performance period ending December 31, 2028. This Form 4/A amends the reporting person's original Form 4 filed on March 4, 2026 (the "Original Filing"). The Original Filing inadvertently reported an incorrect stock appreciation right ("SAR") conversion/exercise price due to an administrative error in the pricing calculation. The correct conversion/exercise price for the reported transaction is $50.06 not $17.47 as previously reported. This amendment corrects the reported conversion/exercise price. No other aspects of the reported transaction are affected.

Key Figures

Stock Appreciation Rights granted: 8,586 rights at $50.06 Performance shares granted: 2,996 shares Restricted stock units granted: 5,993 RSUs +4 more

7 metrics

Stock Appreciation Rights granted 8,586 rights at $50.06 Conversion/exercise price corrected for grant on March 2, 2026

Performance shares granted 2,996 shares Vest upon certification of goals through December 31, 2028

Restricted stock units granted 5,993 RSUs Vest ratably over three years beginning on grant date

Common stock grant 56.765 shares at $52.51 Direct common stock acquisition on February 27, 2026

Direct common stock holdings 2,538.765 shares Total direct shares following February 27, 2026 transaction

Indirect ESOP holdings 90.269 shares Indirect ownership via ESOP II Trust as of February 27, 2026

SAR exercise window 2027-03-02 to 2036-03-03 Exercise period for 8,586 Stock Appreciation Rights

Key Terms

Stock Appreciation Right, Performance Shares, Restricted Stock Units, ESOP II Trust, +1 more

5 terms

Stock Appreciation Right financial

"security_title: "Stock Appreciation Right" with 8,586.0000 shares at $50.0600"

A stock appreciation right (SAR) is a form of employee pay that gives the holder the right to receive the increase in a company's share price over a set reference price, paid in cash or shares, without having to buy stock first. It matters to investors because SARs can create future cash outflows or dilute existing shareholders if settled in stock, and they align employee incentives with share-price performance like a bonus tied to a home's price rise.

Performance Shares financial

"security_title: "Performance Shares" with 2,996.0000 underlying common shares"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

Restricted Stock Units financial

"security_title: "Restricted Stock Units" with 5,993.0000 units granted"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

ESOP II Trust financial

"nature_of_ownership: "By ESOP II Trust" for 90.2690 common shares"

conversion/exercise price financial

"footnote correcting SAR conversion/exercise price to $50.06 from $17.47"

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 07:36 PM

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Haire Robert Joseph

(Last)

(First)

(Middle)

1101 SKOKIE BOULEVARD, SUITE 500

(Street)

NORTHBROOK

ILLINOIS

60062

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Supply Chain

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/04/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2026		A		56.765	A	$52.51	2,538.765	D
Common Stock								90.269	I	By ESOP II Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/02/2026		A		5,993		03/02/2027⁽²⁾	03/02/2029	Restricted Stock Units	5,993	$0	5,993	D
Performance Shares	⁽²⁾	03/02/2026		A		2,996		⁽³⁾	⁽³⁾	Common Stock	2,996	$0	2,996	D
Stock Appreciation Right	$50.06⁽⁴⁾	03/02/2026		A		8,586		03/02/2027⁽²⁾	03/03/2036	Common Stock	8,586	$0	8,586	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one share of Stepan Company common stock.

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

3. The performance shares vest upon the certification of Stepan Company achieving certain performance goals for the performance period ending December 31, 2028.

4. This Form 4/A amends the reporting person's original Form 4 filed on March 4, 2026 (the "Original Filing"). The Original Filing inadvertently reported an incorrect stock appreciation right ("SAR") conversion/exercise price due to an administrative error in the pricing calculation. The correct conversion/exercise price for the reported transaction is $50.06 not $17.47 as previously reported. This amendment corrects the reported conversion/exercise price. No other aspects of the reported transaction are affected.

	/s/ James A. Hart, attorney-in-fact for Robert Haire	05/12/2026
	** 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 4 (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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Stepan (SCL) report for Robert Joseph Haire?

Robert Joseph Haire received several equity awards, including 8,586 Stock Appreciation Rights, 2,996 performance shares, 5,993 restricted stock units, and 56.765 shares of common stock. These awards were granted as compensation, not open-market purchases or sales.

What correction does this Form 4/A make for Stepan (SCL)?

The amendment corrects the Stock Appreciation Right conversion/exercise price for Haire’s award to $50.06, previously reported as $17.47. The company states the earlier price was due to an administrative error; no other aspects of the transaction are changed.

How many Stock Appreciation Rights were granted to the Stepan (SCL) executive?

Haire was granted 8,586 Stock Appreciation Rights tied to Stepan common stock at a conversion/exercise price of $50.06. These are derivative awards that can be exercised between March 2, 2027 and March 3, 2036, according to the filing.

What performance-based awards did Stepan (SCL) grant in this filing?

The executive received 2,996 performance shares that vest only if Stepan meets specified performance goals for a period ending December 31, 2028. Vesting occurs upon certification that these performance targets have been achieved, as described in the footnotes.

What restricted stock units did Stepan (SCL) grant to the executive?

Haire received 5,993 restricted stock units, each representing a contingent right to one Stepan common share. The RSUs vest ratably over three years beginning on the grant date, aligning compensation with multi-year service and performance.

What are Robert Joseph Haire’s Stepan (SCL) common stock holdings after these transactions?

After the reported transactions, Haire directly holds 2,538.765 shares of Stepan common stock. He also has an indirect holding of 90.269 shares through an ESOP II Trust, reflecting participation in an employee stock ownership arrangement.