Stepan (SCL) CEO Luis Rojo details RSU vesting and tax share withholding

Rhea-AI Filing Summary

Stepan Company insider Luis Rojo, who serves as President & CEO and a director of Stepan Company, reported routine equity compensation activity. On 12/31/2025, restricted stock units (RSUs) covering 4,202 shares were settled in Stepan common stock at a price of $47.205 per share, consistent with the award terms. Each RSU represents a right to receive one share of Stepan common stock.

To cover tax obligations arising from the RSU vesting, 1,232 RSUs were withheld at a price of $47.205 per share. Following these transactions, Rojo beneficially owned 15,194.901 shares of Stepan common stock directly, 511.83 shares indirectly through the Esop II Trust, and continued to hold 7,175 RSUs and other derivative equity interests.

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^*

Rojo Luis

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		M(1)		4,202	A	$47.205	15,194.901	D
Common Stock								511.83	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	(2)	12/31/2025		M(1)			4,202	12/31/2025(3)	12/31/2027	Restricted Stock Units	4,202	$0	8,407	D
Restricted Stock Units	(2)	12/31/2025		F(4)			1,232	12/31/2025(3)	12/31/2027	Restricted Stock Units	1,232	$47.205	7,175	D

Explanation of Responses:

1. The restricted stock units ("RSUs") were settled in shares of common stock per the terms of the award.

2. Each RSU represents a contingent right to receive one share of Stepan Company common stock.

3. Vests ratably over three years beginning on the date shown.

4. Withholding of shares to satisfy tax liability on the vesting of RSUs.

	/s/ James A. Hart, Attorney-in-Fact for Luis Rojo	01/05/2026
	** 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 transaction did Stepan Company (SCL) report for Luis Rojo?

Stepan Company reported that President & CEO and director Luis Rojo had restricted stock units (RSUs) covering 4,202 shares of common stock settle on 12/31/2025, resulting in the issuance of Stepan common shares per the terms of his equity award.

How many Stepan (SCL) RSUs vested or were settled on 12/31/2025?

On 12/31/2025, 4,202 restricted stock units were settled in shares of Stepan Company common stock, in line with the original award terms and vesting schedule.

Why were some Stepan (SCL) shares withheld in Luis Rojo’s Form 4 filing?

The filing states that 1,232 restricted stock units were withheld to satisfy tax liability upon vesting of the RSUs, with the withholding priced at $47.205 per share.

How many Stepan (SCL) shares does Luis Rojo beneficially own after this transaction?

After the reported transactions, Luis Rojo beneficially owned 15,194.901 shares of Stepan common stock directly and 511.83 shares indirectly through the Esop II Trust, as well as remaining RSU awards.

What is the nature of the Stepan (SCL) restricted stock units held by Luis Rojo?

Each restricted stock unit (RSU) represents a contingent right to receive one share of Stepan Company common stock. The RSUs referenced vest ratably over three years beginning on the date shown in the filing.

Did the Stepan (SCL) Form 4 indicate derivative securities activity for Luis Rojo?

Yes. The filing lists RSUs as derivative securities, including the 4,202 RSUs settled into common stock and 1,232 RSUs withheld for taxes, with remaining RSU holdings of 7,175 units after these transactions.