STOCK TITAN

Stepan (SCL) VP & CHRO receives stock awards and corrects SAR price in Form 4/A

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Stepan Co VP & CHRO Andrea Jean Barry reported equity-based compensation grants and a correction to a prior filing. On March 2, 2026, she received 6,440 stock appreciation rights with a conversion price of $50.06, 2,247 performance shares, and 4,495 restricted stock units, each tied to one share of common stock. The RSUs vest ratably over three years, while the performance shares vest if Stepan Company certifies that certain performance goals are achieved for the period ending December 31, 2028. She also acquired 16.464 shares of common stock on February 27, 2026 as a grant. This Form 4/A amends the original Form 4 only to correct the stock appreciation right conversion price to $50.06 from $17.47; all other terms of the reported transactions remain unchanged.

Positive

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Negative

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Insider Barry Andrea Jean
Role VP & CHRO
Type Security Shares Price Value
Grant/Award Restricted Stock Units 4,495 $0.00 --
Grant/Award Performance Shares 2,247 $0.00 --
Grant/Award Stock Appreciation Right 6,440 $0.00 --
Grant/Award Common Stock 16.464 $52.51 $864.52
Holdings After Transaction: Restricted Stock Units — 4,495 shares (Direct, null); Performance Shares — 2,247 shares (Direct, null); Stock Appreciation Right — 6,440 shares (Direct, null); Common Stock — 16.464 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Stepan Company common stock. Vest ratably over three years beginning on the date shown. Each performance share represents a contingent right to receive one share of Stepan Company common stock. The performance shares vest upon the certification of Stepan Company achieving certain performance goals for the performance period ending December 31, 2028. 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.
Stock appreciation rights granted 6,440 units at $50.06 Grant on March 2, 2026; conversion price $50.06; expire March 1, 2036
Performance shares granted 2,247 performance shares Grant on March 2, 2026; vest based on performance through December 31, 2028
Restricted stock units granted 4,495 RSUs Grant on March 2, 2026; vest ratably over three years from grant date
Common stock grant 16.464 shares at $52.51 Acquired February 27, 2026 as a grant/award acquisition
Corrected SAR conversion price $50.06 per share Amends prior Form 4 which incorrectly reported $17.47
Derivative transactions count 3 derivative entries Stock appreciation right, performance shares, and RSU grants reported as derivatives
Stock Appreciation Right financial
"security_title": "Stock Appreciation Right""
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.
restricted stock unit financial
"Each restricted stock unit ("RSU") represents a contingent right"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
performance share financial
"Each performance share represents a contingent right to receive one share"
A performance share is a grant of company stock given to employees or executives that is earned only if the business meets specified performance goals over a set period, similar to receiving a bonus that pays out in shares instead of cash. For investors, performance shares matter because they reveal how management is being rewarded and motivated, can create future share dilution when paid, and link executive pay directly to results that affect shareholder value.
conversion/exercise price financial
"The correct conversion/exercise price for the reported transaction is $50.06"
Form 4/A regulatory
"This Form 4/A amends the reporting person's original Form 4 filed"
Form 4/A is an amended filing that corrects or updates an earlier Form 4, the mandatory report that insiders (like company executives, directors, or large shareholders) must file when their ownership stakes change. Think of it as an edited receipt showing who bought or sold stock and when; investors use it to track insider confidence, detect potential conflicts, and spot trading patterns that might signal future company prospects.
SEC Form 4
FORM 4UNITED 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*
Barry Andrea Jean

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
VP & CHRO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock02/27/2026A16.464A$52.5116.464D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)03/02/2026A4,49503/01/2027(2)03/01/2029Restricted Stock Units4,495$04,495D
Performance Shares(3)03/02/2026A2,247 (4) (5)Common Stock2,247$02,247D
Stock Appreciation Right$50.06(6)03/02/2026A6,44003/01/2027(2)03/01/2036Common Stock6,440$06,440D
Explanation of Responses:
1. Each restricted stock unit ("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. Each performance share represents a contingent right to receive one share of Stepan Company common stock.
4. The performance shares vest upon the certification of Stepan Company achieving certain performance goals for the performance period ending December 31, 2028.
5. The performance shares vest upon the certification of Stepan Company achieving certain performance goals for the performance period ending December 31, 2028.
6. 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 Andrea J. Barry05/12/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transactions did Stepan Co (SCL) report for Andrea Jean Barry?

Andrea Jean Barry received equity-based awards, including stock appreciation rights, performance shares, restricted stock units, and a small common stock grant. These represent compensation awards, not open-market purchases or sales, and each derivative unit generally corresponds to one share of Stepan common stock.

How many stock appreciation rights did the Stepan (SCL) VP & CHRO receive?

She was granted 6,440 stock appreciation rights on March 2, 2026 at a conversion price of $50.06. These rights are tied to Stepan common stock and have an expiration date of March 1, 2036, providing long-term, performance-linked compensation exposure.

What performance share awards were granted to the Stepan (SCL) executive?

She received 2,247 performance shares, each representing a contingent right to one Stepan common share. These vest only if Stepan certifies that specific performance goals are met for the performance period ending December 31, 2028, aligning compensation with company results.

What restricted stock unit (RSU) grants did Stepan (SCL) disclose?

She was granted 4,495 restricted stock units on March 2, 2026. Each RSU corresponds to one Stepan common share and vests ratably over three years starting on that grant date, creating a time-based incentive for continued employment and retention.

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

The amendment corrects the stock appreciation right conversion price previously reported as $17.47. The accurate conversion price is $50.06. The company states that no other aspects of the originally reported transaction, including amounts and dates, are affected by this correction.

Did the Stepan (SCL) executive buy or sell shares on the open market?

The transactions reported are grants and awards, not open-market trades. They include stock appreciation rights, performance shares, RSUs, and a small common stock grant, all reported with transaction code A, indicating compensation-related acquisitions rather than discretionary buying or selling.