STEPAN CO (SCL) CEO exercises RSUs and withholds shares to cover taxes

Rhea-AI Filing Summary

STEPAN CO President & CEO Luis Rojo reported equity award activity involving restricted stock units and common shares. On the reported date, 683 restricted stock units were exercised and settled into 683 shares of common stock at $66.3900 per share. To cover tax obligations, 237 common shares were disposed of through a tax-withholding transaction, leaving 15,640.901 common shares held directly after these transactions. An additional 511.8300 common shares are held indirectly through the Esop II Trust. The filing also amends a prior report to correct the dates for “Date Exercisable” and “Expiration Date” on the related award.

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

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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^*

Rojo Luis

(Last) (First) (Middle)

1101 SKOKIE BOULEVARD, SUITE 500

(Street)

NORTHBROOK IL 60062

(City) (State) (Zip)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/19/2026

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026		M(1)		683	A	$66.39	15,877.901	D
Common Stock	02/17/2026		F		237	D	$66.39	15,640.901	D
Common Stock								511.83	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	02/17/2026		M(1)			683	02/14/2024(3)(4)	02/14/2026(4)	Restricted Stock Units	683	$0	0	D

Explanation of Responses:

1. The restricted stock units ("RSUs") were settled in shares of common stock per the terms of the award.

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

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

4. The Reporting Person's Form 4 filed on February 19, 2026 included incorrect dates for "Date Exercisable" and "Expiration Date". These dates have been corrected herein.

	/s/ James A. Hart, Attorney-in-Fact for Luis Rojo	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Luis Rojo report for STEPAN CO (SCL)?

Luis Rojo reported exercising 683 restricted stock units into 683 STEPAN CO common shares and a related tax-withholding share disposition. These transactions reflect equity award settlement and do not represent an open-market stock purchase or sale by the executive.

How many STEPAN CO (SCL) shares did Luis Rojo acquire and dispose in this Form 4/A?

He acquired 683 common shares through the exercise of restricted stock units and disposed of 237 shares to satisfy tax obligations. The disposition was coded as a tax-withholding transaction, meaning shares were delivered to cover taxes rather than sold on the open market.

What do transaction codes M and F mean in Luis Rojo’s STEPAN CO Form 4/A?

Code M reflects the exercise or conversion of a derivative security, here restricted stock units settled into common shares. Code F indicates shares delivered for payment of the exercise price or tax liability, showing a tax-withholding transaction rather than a traditional market sale.

What are Luis Rojo’s reported STEPAN CO share holdings after these transactions?

Following the reported activity, Luis Rojo holds 15,640.901 STEPAN CO common shares directly. He also has 511.8300 common shares reported as held indirectly through the Esop II Trust, reflecting an additional indirect ownership position associated with this retirement-related vehicle.

Why was this STEPAN CO insider filing submitted as an amended Form 4/A?

The amendment corrects previously reported dates for “Date Exercisable” and “Expiration Date” on the equity award. The filing states that the original Form 4 included incorrect dates, and this version updates those fields while restating the underlying RSU settlement details.

How do the restricted stock units function in Luis Rojo’s STEPAN CO compensation?

Each restricted stock unit represents a contingent right to receive one share of STEPAN CO common stock. The award vests ratably over three years starting on the specified date, and vested RSUs are settled in common shares according to the award’s terms described in the filing.