Stepan (NYSE: SCL) VP exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Stepan Company executive Sean Thomas Moriarty reported equity award activity involving restricted stock units and common stock. On February 17, 2026, 455 restricted stock units were exercised into 455 shares of Stepan common stock at a stated price of $66.39 per share, consistent with an exercise or conversion of derivative securities. To cover tax obligations on the RSU vesting, 158 common shares were disposed of through share withholding, rather than an open-market sale. After these transactions, Moriarty directly holds 14,145.4635 shares of Stepan common stock and indirectly holds 4,478.3510 shares 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^*

Moriarty Sean Thomas

(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)
	VP & GM Surfactants

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)		455	A	$66.39	14,303.4635	D
Common Stock	02/17/2026		F(2)		158	D	$66.39	14,145.4635	D
Common Stock								4,478.351	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)			455	02/14/2024(4)	02/14/2026	Restricted Stock Units	455	$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 restricted stock unit ("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 Sean T. Moriarty	02/19/2026
	** 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 SCL executive Sean Thomas Moriarty report?

Sean Thomas Moriarty reported exercising 455 restricted stock units into Stepan common stock and a related tax-withholding share disposition of 158 shares. These award-driven transactions updated both his direct and indirect ownership positions in Stepan Company common stock.

How many Stepan (SCL) RSUs did Sean Thomas Moriarty convert to common shares?

He converted 455 restricted stock units into 455 shares of Stepan common stock. The Form 4 notes this as an exercise or conversion of derivative securities, reflecting settlement of equity awards granted under Stepan’s compensation arrangements.

Why were 158 Stepan (SCL) shares disposed of in Moriarty’s Form 4?

The 158 Stepan shares were withheld to satisfy tax liabilities arising from the vesting of restricted stock units. This tax-withholding disposition uses shares instead of cash and is described as payment of exercise price or tax liability by delivering securities.

What is Sean Thomas Moriarty’s direct Stepan (SCL) share ownership after these transactions?

Following the reported transactions, Sean Thomas Moriarty directly owns 14,145.4635 shares of Stepan common stock. This total reflects the RSU conversion into common shares and the concurrent share withholding to cover associated tax obligations on the vesting.

What indirect Stepan (SCL) holdings does Moriarty report through the ESOP II Trust?

Moriarty reports indirect ownership of 4,478.3510 Stepan common shares held by the ESOP II Trust. These shares are categorized as indirectly owned, reflecting beneficial interest through the trust rather than direct personal registration in his own name.

How are Stepan (SCL) restricted stock units defined in Moriarty’s filing?

Each restricted stock unit represents a contingent right to receive one share of Stepan Company common stock. The filing notes that the RSUs vest ratably over three years beginning on the date shown and are settled in shares upon vesting.