Stepan Co. (SCL) insider files Form 4 after $0.5M share sale

Rhea-AI Filing Summary

Stepan Co. (SCL) Form 4 filed 08/06/25 details insider activity by Director F. Quinn Stepan Jr. on 08/04-05/25.

• Sales: 6,300 shares at $49.962 and 3,700 shares at $50.489 (≈10,000 total; ≈$500k gross).
• Gift: 3,000 shares transferred to joint tenancy with spouse at no cost (Code G).
• Other: 0.615 shares withheld for taxes (Code F) and 2.281 deferred share units converted to stock (Code G/A).

Post-trade direct ownership drops to 159,423 shares, down roughly 6%, while indirect interests total ≈429 k shares across family LLCs, trusts, ESOPs and estates. The director also holds 63,405 deferred share units plus 43,167 units in his father’s deferred plan.

No Rule 10b5-1 trading plan box was marked, suggesting discretionary transactions. Given the company’s ~22 m share float, the 10 k-share sale is immaterial to liquidity but may be watched as a sentiment signal.

Positive

• None.

Negative

• Director sold ~10,000 shares (~$0.5 M) outside a Rule 10b5-1 plan, trimming direct stake by about 6% and potentially signaling modest insider caution.

Insights

Securities Analyst

TL;DR: Small insider sale (~$0.5 M) lowers direct stake 6%; float impact negligible, sentiment mildly negative.

The Form 4 shows routine portfolio moves rather than a strategic exit. The director still owns ~159 k direct shares and controls sizable indirect stakes, keeping alignment with shareholders. Absence of a 10b5-1 plan opens questions on timing but the 10 k-share volume is only ~0.05 % of outstanding stock, limiting market impact. I view the filing as informational with neutral valuation effect.

Corporate Governance Expert

TL;DR: Insider remains large holder; governance risk unchanged despite ad-hoc selling.

Gifts to spouse and continued substantial indirect holdings indicate ongoing family control. The administrative correction noted for May suggests improved reporting accuracy. No red flags on compliance; signatures and footnotes are complete. Overall governance posture unaffected; filing is standard.

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 F QUINN JR

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

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
Common Stock	08/04/2025		G		2.281	A	(1)	105,448.019	D
Common Stock	08/04/2025		F(2)		0.615	D	$49.83	105,447.404	D
Common Stock	08/04/2025		G		3,000	D	$0	163,123	D(3)
Common Stock	08/04/2025		S		6,300	D	$49.962(4)	166,123	D(3)
Common Stock	08/05/2025		S		3,700	D	$50.489(5)	159,423(6)	D(3)
Common Stock								0.002	I	By Esop II Trust
Common Stock								160,000	I	By Family LLC(7)
Common Stock								87,500	I	By Family Trust IV(7)
Common Stock								100	I	By Father(7)(8)
Common Stock								1,017	I	By Spouse
Common Stock								67.214	I	By Father's ESOP(7)(8)
Common Stock								19,052	I	By Family Trust V(7)
Common Stock								161,869	I	By Mother's Estate(7)(8)
Common Stock								600	I	By Family Trust VI(7)(8)

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
Share Units(9)	(10)							(11)	(11)	Common Stock	63,404.923		63,404.923	D
Share Units(9)	(10)	08/04/2025		M			2.281	(11)	(11)	Common Stock	2.281	(1)	43,166.868	I	By Father's Deferred MIP(8)

Explanation of Responses:

1. Each share unit was the economic equivalent of one share of Stepan Company common stock. On March 10, 2025, 2.281 share units were settled for an equal number of shares of Stepan Company common stock and distributed to the reporting person as beneficiary.

2. Withholding of shares to satisfy the tax liability on the distribution of share units.

3. Joint Tenancy with Spouse.

4. The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $49.75 to $50.26, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.

5. The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $49.9897 to $50.9249, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.

6. Reflects a downward adjustment of 2,500 shares. Due to administrative error, the reporting person's Form 4 filed on May 13, 2025 included the May 12, 2025 award of 2,500 shares to the reporting person in both the reporting person's individual account total and the reporting person's joint account total.

7. The reporting person disclaims beneficial ownership of these securities, except to extent of any pecuniary interest in the shares.

8. Shares held by an estate of which the reporting person serves as executor.

9. Share Units are acquired under the Management Incentive Plan ("MIP"), a nonqualified deferred compensation plan that allows participants to defer all or a portion of their annual incentive awards.

10. Share Units convert on a one-for-one basis into Common Stock.

11. Share Units are generally payable at end of employment, unless otherwise elected.

	/s/ Stephanie J. Pacitti, Attorney-in-Fact for F. Quinn Stepan, Jr.	08/06/2025
	** Signature of Reporting Person	Date
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