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Stepan (NYSE: SCL) EVP exercises RSUs with shares withheld for taxes

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

Rhea-AI Filing Summary

Stepan Company executive Robert Joseph Haire reported routine equity compensation activity involving restricted stock units (RSUs). On May 1, 2026, 550 RSUs were settled into the same number of common shares, consistent with the award terms that each RSU converts into one share.

To cover associated tax liabilities on the RSU vesting, 162 common shares were withheld, a non‑market disposition that does not represent an open‑market sale. After these transactions, Haire directly holds approximately 3,959.765 shares of Stepan common stock.

Positive

  • None.

Negative

  • None.
Insider Haire Robert Joseph
Role EVP, Supply Chain
Type Security Shares Price Value
Exercise Restricted Stock Units 550 $0.00 --
Exercise Common Stock 550 $50.33 $28K
Tax Withholding Common Stock 162 $50.33 $8K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 4,509.765 shares (Direct, null)
Footnotes (1)
  1. The restricted stock units ("RSUs") were settled in shares of common stock per the terms of the award. Withholding of shares to satisfy tax liability on the vesting of RSUs. 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.
RSUs settled 550 units Restricted stock units converted to common shares on May 1, 2026
Shares withheld for taxes 162 shares Common shares withheld to satisfy tax liability on RSU vesting
Post-transaction holdings 3,959.765 shares Direct Stepan common stock held after transactions
Share value reference $50.33 per share Price used in tax-withholding disposition entry
RSU conversion price $0.00 per unit RSUs converted to common stock at no cash exercise price
Pre-withholding holdings 4,509.765 shares Common shares shown following RSU settlement before tax withholding
Restricted Stock Units financial
"The restricted stock units ("RSUs") were settled in shares of common stock per the terms of the award."
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.
tax liability financial
"Withholding of shares to satisfy tax liability on the vesting of RSUs."
derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
contingent right financial
"Each RSU represents a contingent right to receive one share of Stepan Company common stock."
vest ratably financial
"Vest ratably over three years beginning on the date shown."
Form 4 Insider Transactions: What Each Field Means →
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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Supply Chain
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026		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)

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 Stock05/01/2026M(1)550A$50.334,509.765D
Common Stock05/01/2026F(2)162D$50.333,959.765D
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(3)05/01/2026M55005/01/2024(4)05/01/2033Restricted Stock Units550$00D
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.
/s/ Darina A. Koleva, attorney-in-fact for Robert Haire05/05/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Stepan (SCL) EVP Robert Joseph Haire report?

Robert Joseph Haire reported the vesting of 550 restricted stock units that were settled into common shares. As part of this compensation-related event, some shares were withheld to pay taxes, resulting in an increase in his direct Stepan common stock holdings.

How many Stepan (SCL) shares were issued from RSUs in this Form 4?

The Form 4 shows 550 restricted stock units converting into 550 Stepan common shares. Each RSU represented a contingent right to receive one share of common stock, and the award vested according to its three-year ratable vesting schedule.

How many Stepan (SCL) shares were withheld for taxes on the RSU vesting?

A total of 162 Stepan common shares were withheld to satisfy tax liabilities triggered by the RSU vesting. This withholding is recorded with transaction code F and is a non-market disposition used solely to cover the executive’s tax obligations.

How many Stepan (SCL) shares does Robert Joseph Haire hold after these transactions?

Following the RSU settlement and tax withholding, Robert Joseph Haire directly holds approximately 3,959.765 Stepan common shares. This figure reflects his post-transaction ownership as disclosed in the Form 4’s non-derivative holdings section.

Were these Stepan (SCL) insider transactions open-market buys or sells?

The transactions were not open-market trades. They consisted of RSU settlement into common stock and share withholding for taxes. The tax withholding disposition covers liabilities from vesting and does not represent a discretionary purchase or sale in the market.

What do the Stepan (SCL) RSU award terms disclose in this filing?

The filing notes that each RSU converts into one Stepan common share and that the RSUs vest ratably over three years from the grant date. Upon vesting, the RSUs are settled in shares of common stock under the award’s stated terms.