[Form 4] Stepan Co. Insider Trading Activity

Rhea-AI Filing Summary

Stepan Company (SCL) reported equity awards granted to Ruben D. Velasquez, who is the company’s Vice President and Chief Financial Officer. On 08/08/2025 he acquired 2,037 performance shares, 4,074 restricted stock units (RSUs) and 5,714 stock appreciation rights (SARs). The SARs show a stated exercise/conversion price of $49.09. Each performance share and each RSU represents a contingent right to receive one share of common stock, and the reported acquisition amounts are recorded at a price of $0.

The performance shares vest upon certification of Stepan achieving specified performance goals for the period ending December 31, 2027. The RSUs and SARs become exercisable beginning 08/08/2026; RSUs vest ratably over three years from that date, and the SARs expire on 08/08/2035. All reported holdings are shown as direct beneficial ownership.

Positive

• Acquisition of 2,037 performance shares recorded on 08/08/2025
• 4,074 restricted stock units (RSUs) acquired with vesting ratably over three years beginning 08/08/2026
• 5,714 stock appreciation rights (SARs) acquired with a stated exercise price of $49.09 and expiration in 2035
• All holdings reported as direct beneficial ownership

Negative

• None.

Insights

Financial Analyst

TL;DR: CFO received performance shares, RSUs and SARs totaling 11,825 units; vesting and exercise terms disclosed.

The filing documents a grant on 08/08/2025 of 2,037 performance shares, 4,074 RSUs and 5,714 SARs to the reporting person, Ruben D. Velasquez (VP & CFO). The SARs list an exercise price of $49.09. Performance shares vest only upon certification of meeting performance goals through 12/31/2027, while RSUs and SARs become exercisable beginning 08/08/2026; RSUs vest ratably over three years and SARs expire in 2035. These are reported as direct holdings.

Corporate Governance Expert

TL;DR: Standard executive equity award disclosure showing performance- and time-based vesting schedules and direct beneficial ownership.

The Form 4 discloses contingent performance shares and time-based RSUs alongside SARs with a specified conversion price. Key governance facts: performance awards link payout to certified company performance for the period ending 12/31/2027; RSUs vest ratably over three years from 08/08/2026; SARs carry a $49.09 conversion price and expire on 08/08/2035. All positions are reported as direct ownership by the reporting person.

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
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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^*

Velasquez Ruben Dario

(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 and Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

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

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
Performance Shares	(1)	08/08/2025		A		2,037		(2)	(2)	Common Stock	2,037	$0	2,037	D
Restricted Stock Units	(3)	08/08/2025		A		4,074		08/08/2026(4)	08/08/2028	Restricted Stock Units	4,074	$0	4,074	D
Stock Appreciation Right	$49.09	08/08/2025		A		5,714		08/08/2026(4)	08/08/2035	Common Stock	5,714	$0	5,714	D

Explanation of Responses:

1. Each performance share represents a contingent right to receive one share of Stepan Company common stock.

2. The performance shares vest upon the certification of Stepan Company achieving certain performance goals for the performance period ending December 31, 2027.

3. Each restricted stock unit ("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/ Stephanie J. Pacitti, attorney-in-fact for Ruben D. Velasquez	08/12/2025
	** 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.
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.

FAQ

What equity awards did Ruben D. Velasquez report on Form 4 for Stepan Co (SCL)?

The filing discloses acquisition of 2,037 performance shares, 4,074 RSUs and 5,714 SARs.

When were the transactions reported on the Form 4 executed?

The transactions are dated 08/08/2025 in the Form 4.

What are the vesting and exercisability terms disclosed for these awards?

Performance shares vest upon certification of performance goals for the period ending 12/31/2027. RSUs and SARs become exercisable beginning 08/08/2026; RSUs vest ratably over three years from that date, and SARs expire on 08/08/2035.

What is the exercise or conversion price for the SARs reported by SCL?

The Form 4 lists an exercise/conversion price of $49.09 for the stock appreciation rights.

How is the beneficial ownership reported for these securities?

All reported securities are shown as Direct (D) beneficial ownership in the filing.