Stepan (SCL) CEO exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Stepan Company’s President and CEO Luis Rojo reported equity award activity involving restricted stock units and common shares. On February 17, 2026, 683 restricted stock units were settled into 683 shares of common stock, consistent with the award terms where each unit equals one share.

To cover tax obligations related to this settlement, 237 restricted stock units were disposed of at a price of $66.39 per share. Following these transactions, Rojo directly owns 795 restricted stock units and 15,877.901 shares of common stock, plus 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)
02/17/2026

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	02/17/2026		M(1)		683	A	$66.39	15,877.901	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	03/04/2025(3)	03/04/2027	Restricted Stock Units	683	$0	1,032	D
Restricted Stock Units	(2)	02/17/2026		F			237	03/04/2025(3)	03/04/2027	Restricted Stock Units	237	$66.39	795	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.

	/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.
* 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).
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FAQ

What did Stepan (SCL) CEO Luis Rojo report in this Form 4 filing?

Luis Rojo reported equity award activity, not an open-market trade. 683 restricted stock units converted into common shares, and a portion was disposed of to cover taxes. His direct and indirect ownership amounts were updated to reflect these equity-related transactions.

How many Stepan (SCL) restricted stock units were settled into shares?

A total of 683 restricted stock units were settled into 683 shares of Stepan common stock. Each unit represents a contingent right to receive one share, and the award is structured to vest ratably over three years beginning on the stated vesting date.

Why were some Stepan (SCL) restricted stock units disposed of in this Form 4?

237 restricted stock units were disposed of to satisfy tax withholding obligations associated with the equity award settlement. This transaction used a price of $66.39 per share and reflects a tax-related disposition, not an open-market sale of Stepan common stock by the CEO.

What are Luis Rojo’s Stepan (SCL) share and RSU holdings after these transactions?

After the reported activity, Luis Rojo directly holds 795 restricted stock units and 15,877.901 shares of Stepan common stock. In addition, 511.83 shares are held indirectly through the ESOP II Trust, reflecting his updated overall equity position in the company.

How do Stepan (SCL) restricted stock units work for the CEO’s award?

Each restricted stock unit gives the right to receive one share of Stepan common stock. The award vests ratably over three years from the grant date, and units are settled in shares upon vesting, with some shares potentially withheld to cover tax liabilities.