Stepan VP exercises RSUs, withholds shares for tax

STEPAN CO executive Richard Finn, Vice President and General Manager of Polymers, reported equity award activity in company stock.

Rhea-AI Filing Summary

STEPAN CO executive Richard Finn, Vice President and General Manager of Polymers, reported equity award activity in company stock. On February 17, 2026, 341 restricted stock units were exercised and settled into 341 shares of common stock at $66.39 per share, consistent with the award terms.

To cover taxes on the RSU vesting, 118 shares of common stock were withheld, also at $66.39 per share. After these transactions, Finn directly held 241,339.15 shares of common stock. He also reported indirect holdings, including 43,439 shares held by a daughter, 5,174 by a spouse, 95,416 by a trust, and 1,238.22 by an ESOP II trust.

Insider Trade Summary

341 shares exercised/converted

Exercise 9 txns

Insider Stepan Richard Finn

Role V.P. and Gen'l. Mgr., Polymers

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	341	$0.00	$0.00
Exercise	Common Stock	341	$66.39	$23K
Exercise Price or Tax Liability	Common Stock	118	$66.39	$8K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 241,339.15 shares (Direct); Common Stock — 86,878 shares (Indirect, By Daughter); Common Stock — 43,439 shares (Indirect, By Son); Common Stock — 5,174 shares (Indirect, By Spouse); Common Stock — 95,416 shares (Indirect, By Trust); Common Stock — 1,238.22 shares (Indirect, By ESOP II Trust)

Footnotes (4)

1. F1. The restricted stock units ("RSUs") were settled in shares of common stock per the terms of the award.
2. F2. Withholding of shares to satisfy tax liability on the vesting of RSUs.
3. F3. Each RSU represents a contingent right to receive one share of Stepan Company common stock.
4. F4. Vests ratably over three years beginning on the date shown.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did SCL executive Richard Finn report?

Richard Finn reported RSU-related transactions, including the settlement of 341 restricted stock units into common shares and the withholding of 118 shares to satisfy tax obligations. These actions reflect routine equity compensation activity rather than open-market buying or selling of Stepan common stock.

How many Stepan (SCL) shares does Richard Finn hold after this Form 4?

After the reported transactions, Richard Finn directly holds 241,339.15 Stepan common shares. He also reports indirect holdings through family members and trusts, including shares held by a daughter, spouse, a trust, and an ESOP II trust, reflecting additional beneficial ownership outside his direct account.

What price was used for Richard Finn’s Stepan RSU share transactions?

The RSU settlement and related tax-withholding transactions used a price of $66.39 per Stepan common share. This price applied both to the 341 shares issued upon RSU vesting and the 118 shares withheld to satisfy tax liabilities associated with that equity compensation event.

Were Richard Finn’s Stepan (SCL) transactions open-market buys or sells?

No, the reported activity reflects RSU vesting and share withholding, not open-market trades. The 341-share transaction is classified as an exercise or conversion of derivative securities, and the 118-share disposition is specifically identified as withholding to cover tax liabilities on the RSU vesting.

What indirect Stepan share holdings are reported for Richard Finn?

Indirect holdings include 43,439 Stepan shares attributed to a daughter, 5,174 to a spouse, 95,416 to a trust, and 1,238.22 to an ESOP II trust. These positions are reported as indirect ownership and supplement Finn’s directly held 241,339.15 Stepan common shares.

How do the RSUs in Richard Finn’s Stepan award vest over time?

Each restricted stock unit represents a right to receive one Stepan common share, and the award vests ratably over three years beginning on the stated date. As tranches vest, RSUs are settled into shares, with some shares typically withheld to satisfy associated tax obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/19/2026 - 08:14 PM Learn about SEC filing dates

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^*

Stepan Richard Finn

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	V.P. and Gen'l. Mgr., Polymers

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)		341	A	$66.39	241,457.15	D
Common Stock	02/17/2026		F(2)		118	D	$66.39	241,339.15	D
Common Stock								43,439	I	By Daughter
Common Stock								43,439	I	By Daughter
Common Stock								43,439	I	By Son
Common Stock								5,174	I	By Spouse
Common Stock								95,416	I	By Trust
Common Stock								1,238.22	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)	02/17/2026		M(1)			341	02/14/2024(4)	02/14/2026	Restricted Stock Units	341	$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. 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. Vests ratably over three years beginning on the date shown.

	/s/ James A. Hart, attorney-in-fact for Mr. Richard Stepan	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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