Stepan (NYSE: SCL) VP granted RSUs, performance shares and SARs

Rhea-AI Filing Summary

Stepan Company executive Andrea Jean Barry, VP & CHRO, reported multiple stock-based awards. On March 2, 2026, she acquired 4,495 restricted stock units, 2,247 performance shares, and 6,440 stock appreciation rights, all at a stated price of $0.00 per unit.

The RSUs vest ratably over three years starting on the grant date. The performance shares each represent one share of common stock and vest only if Stepan meets specified performance goals for a performance period ending on December 31, 2028. On February 27, 2026, she was also granted 16.464 shares of common stock at $52.51 per share.

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^*

Barry Andrea Jean

(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 & CHRO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		A		16.464	A	$52.51	16.464	D

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	(1)	03/02/2026		A		4,495		03/01/2027(2)	03/01/2029	Restricted Stock Units	4,495	$0	4,495	D
Performance Shares	(3)	03/02/2026		A		2,247		(4)	(5)	Common Stock	2,247	$0	2,247	D
Stock Appreciation Right	$17.47	03/02/2026		A		6,440		03/01/2027(2)	03/01/2036	Common Stock	6,440	$0	6,440	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Stepan Company common stock.

2. Vest ratably over three years beginning on the date shown.

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

4. The performance shares vest upon the certification of Stepan Company achieving certain performance goals for the performance period ending December 31, 2028.

5. The performance shares vest upon the certification of Stepan Company achieving certain performance goals for the performance period ending December 31, 2028.

	/s/ James A. Hart, attorney-in-fact for Andrea J. Barry	03/04/2026
	** 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.
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 insider transactions did Stepan (SCL) report for Andrea Jean Barry?

Andrea Jean Barry, Stepan’s VP & CHRO, reported stock-based awards including restricted stock units, performance shares, stock appreciation rights, and a small common stock grant. These grants increase her equity-linked exposure to Stepan Company common stock, subject to time-based and performance-based vesting terms.

How many restricted stock units did Stepan VP Andrea Jean Barry receive?

Andrea Jean Barry received 4,495 restricted stock units. Each RSU represents a contingent right to one share of Stepan Company common stock and vests ratably over three years beginning on the grant date, aligning compensation with multi‑year service at the company.

What performance share award did Stepan (SCL) grant to Andrea Jean Barry?

She was granted 2,247 performance shares, each tied to one Stepan common share. These shares vest only after certification that Stepan achieved defined performance goals for the period ending December 31, 2028, linking her potential equity directly to long-term company performance.

What stock appreciation rights did Andrea Jean Barry receive from Stepan?

Andrea Jean Barry received 6,440 stock appreciation rights. Stock appreciation rights generally provide value based on future stock price appreciation over a specified base, giving upside participation without an initial cash outlay, though detailed exercise terms are not described in this dataset.

Did Andrea Jean Barry receive Stepan common stock directly in this Form 4?

Yes. On February 27, 2026, she acquired 16.464 shares of Stepan common stock at $52.51 per share. This non-derivative award directly increases her share ownership, complementing the larger derivative-based RSU, performance share, and stock appreciation right grants.

How do the vesting terms affect Andrea Jean Barry’s Stepan equity awards?

The RSUs vest ratably over three years, rewarding continued service. The performance shares vest after performance for the period ending December 31, 2028 is certified, tying value to long-term company results. These structures stagger when she can actually receive shares.