Stepan (SCL) CEO Rojo receives major equity grants as SAR price corrected

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

STEPAN CO President & CEO Luis Rojo reported several equity compensation awards. On March 2, 2026, he received 57,241 stock appreciation rights with a conversion price of $50.06, 39,952 performance shares, and 19,976 restricted stock units, each tied to one share of common stock. On February 27, 2026, he was granted 56.765 shares of common stock at $52.51. The filing also corrects an earlier Form 4 by revising the SAR conversion price to $50.06 from $17.47 due to an administrative error.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Rojo Luis

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	19,976	$0.00	--
Grant/Award	Performance Shares	39,952	$0.00	--
Grant/Award	Stock Appreciation Right	57,241	$0.00	--
Grant/Award	Common Stock	56.765	$52.51	$3K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 19,976 shares (Direct, null); Performance Shares — 39,952 shares (Direct, null); Stock Appreciation Right — 57,241 shares (Direct, null); Common Stock — 15,697.666 shares (Direct, null); Common Stock — 511.83 shares (Indirect, By Esop II Trust)

Footnotes (1)

Each RSU represents a contingent right to receive one share of Stepan Company common stock. Vests 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. 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: 57,241 rights at $50.06 Performance shares granted: 39,952 shares Restricted stock units granted: 19,976 RSUs +5 more

8 metrics

Stock appreciation rights granted 57,241 rights at $50.06 Conversion/exercise price for SARs granted on March 2, 2026

Performance shares granted 39,952 shares Contingent right to common stock, vesting on performance through December 31, 2028

Restricted stock units granted 19,976 RSUs Each RSU equals one common share; vests ratably over three years

Common stock grant 56.765 shares at $52.51 Directly held common stock following grant on February 27, 2026

SAR holding after grant 57,241 rights Total stock appreciation rights following March 2, 2026 transaction

Performance share holding after grant 39,952 shares Total performance shares following March 2, 2026 transaction

RSU holding after grant 19,976 units Total restricted stock units following March 2, 2026 transaction

Indirect ESOP II Trust holding 511.83 shares Common stock held indirectly by Esop II Trust as of February 27, 2026

Key Terms

Stock Appreciation Right, Performance Shares, Restricted Stock Units, Esop II Trust, +2 more

6 terms

Stock Appreciation Right financial

"security_title: Stock Appreciation Right with a conversion price of $50.06"

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

"The performance shares vest upon the certification of Stepan Company achieving certain performance goals"

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

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

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

"Common Stock held indirectly with nature of ownership: By Esop II Trust"

Form 4/A regulatory

"This Form 4/A amends the reporting person's original Form 4 filed on March 4, 2026"

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.

conversion/exercise price financial

"The correct conversion/exercise price for the reported transaction is $50.06 not $17.47 as previously reported."

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 07:34 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^*

Rojo Luis

(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)

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

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	15,697.666	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)
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		19,976		03/02/2027⁽²⁾	03/02/2029	Restricted Stock Units	19,976	$0	19,976	D
Performance Shares	⁽³⁾	03/02/2026		A		39,952		⁽⁴⁾	⁽⁴⁾	Common Stock	39,952	$0	39,952	D
Stock Appreciation Right	$50.06⁽⁵⁾	03/02/2026		A		57,241		03/02/2027⁽²⁾	03/03/2036	Common Stock	57,241	$0	57,241	D

Explanation of Responses:

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

2. Vests 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. 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 Luis Rojo	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 equity awards did Stepan (SCL) CEO Luis Rojo receive in this Form 4/A?

Luis Rojo received several equity awards: 57,241 stock appreciation rights at a $50.06 conversion price, 39,952 performance shares, 19,976 restricted stock units, and 56.765 shares of common stock granted at $52.51 per share as compensation-related grants.

Why did Stepan (SCL) file an amended Form 4/A for Luis Rojo?

The amended Form 4/A corrects an administrative error in the previously reported stock appreciation right conversion price, changing it from $17.47 to $50.06. No other aspects of the reported transactions, including share amounts or award types, were affected by this correction.

How do the performance shares for Stepan (SCL) CEO Luis Rojo vest?

Each performance share represents a contingent right to one Stepan common share. The performance shares vest only after Stepan’s achievement of specified performance goals for a period ending December 31, 2028, once those results are certified, aligning the award with long-term company performance.

How do the restricted stock units granted to Stepan (SCL) CEO Luis Rojo vest?

Each RSU equals a right to receive one Stepan common share. These restricted stock units vest in equal installments over three years, beginning on the grant date shown, providing a time-based incentive that encourages ongoing service and retention over the vesting period.

Does the Stepan (SCL) Form 4/A show any stock sales by CEO Luis Rojo?

The Form 4/A reflects only compensation-related acquisitions, not open-market stock sales. All coded transactions are grants or awards of stock appreciation rights, performance shares, restricted stock units, and common stock, with no reported buy or sell transactions in the open market.

What indirect Stepan (SCL) holdings are reported for CEO Luis Rojo?

The filing shows an indirect holding of 511.83 Stepan common shares held by an Esop II Trust. This is separate from his directly held equity awards and shares, and is reported as indirect ownership, reflecting shares associated with the trust structure.