Stepan (SCL) CEO Luis Rojo converts RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Stepan Company President & CEO Luis Rojo reported equity award activity involving restricted stock units (RSUs) and common stock on March 3–4, 2026. RSUs were converted into common shares, and a portion of those shares was withheld to cover tax obligations.

On March 3, Rojo exercised 4,455 RSUs into the same number of Stepan common shares at a reference price of $48.985, then delivered 1,306 shares to satisfy tax liability. On March 4, he exercised another 857 RSUs at $49.615, with 252 shares withheld for taxes.

After these transactions, Rojo directly owned 19,451.666 shares of Stepan common stock and held 858 RSUs, with an additional 511.83 shares held indirectly through the ESOP II Trust.

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)
03/03/2026

4. 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 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	03/03/2026		M(1)		4,455	A	$48.985	20,152.666	D
Common Stock	03/03/2026		F(2)		1,306	D	$48.985	18,846.666	D
Common Stock	03/04/2026		M(1)		857	A	$49.615	19,703.666	D
Common Stock	03/04/2026		F(2)		252	D	$49.615	19,451.666	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	03/03/2026		M(1)			4,455	03/03/2026(4)	03/03/2028	Common Stock	4,455	$0	8,910	D
Restricted Stock Units	(5)	03/04/2026		M(1)			857	03/04/2025(6)	03/04/2027	Restricted Stock Units	857	$0	858	D

Explanation of Responses:

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

2. Withholding of shares to satisfy tax liability on the vesting of RSUs.

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

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

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

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

	/s/ James A. Hart, Attorney-in-Fact for Luis Rojo	03/05/2026
	** 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 Stepan (SCL) CEO Luis Rojo report?

Luis Rojo reported RSU exercises into Stepan common stock and related tax-share withholdings. On March 3–4, 2026, he converted 5,312 RSUs into common shares, with 1,558 of those shares delivered to satisfy tax liabilities tied to the vesting events.

How many Stepan (SCL) restricted stock units did Luis Rojo exercise?

Luis Rojo exercised 4,455 restricted stock units on March 3, 2026 and 857 restricted stock units on March 4, 2026. Each RSU represented a contingent right to receive one Stepan common share, so the exercises resulted in the same number of common shares being issued.

Were any Stepan (SCL) shares sold by Luis Rojo in this Form 4?

The Form 4 shows tax-related dispositions, not open-market sales. A total of 1,306 shares on March 3 and 252 shares on March 4 were delivered to cover tax liabilities arising from RSU vesting and settlement into Stepan common stock.

What is Luis Rojo’s Stepan (SCL) stock ownership after these transactions?

After the reported transactions, Luis Rojo directly owned 19,451.666 Stepan common shares and 858 restricted stock units. He also had an indirect beneficial interest in 511.83 additional shares held by the ESOP II Trust, as disclosed in the ownership details.

At what prices were Stepan (SCL) RSU conversions valued in the Form 4?

The RSU settlements into Stepan common stock were reported with reference prices of $48.985 per share on March 3, 2026 and $49.615 per share on March 4, 2026. These prices were also used in the tax-withholding share dispositions disclosed.

How are Stepan (SCL) restricted stock units structured for Luis Rojo?

Each restricted stock unit represents a contingent right to receive one Stepan common share. The RSU awards disclosed vest ratably over three years beginning on the grant date, after which vested units are settled in common shares according to the award’s terms.