SCL Form 4: Lisle Receives RSUs, Performance Shares and $50.55 SARs

Rhea-AI Filing Summary

Stepan Company (SCL) insider filing shows officer Shawn G. Lisle received equity awards on 08/26/2025. The grant includes 3,462 Restricted Stock Units (RSUs) vesting ratably over three years, 1,731 Performance Shares that vest only if specified performance goals for the period ending 12/31/2027 are met, and a Stock Appreciation Right (SAR) covering 4,861 shares with an exercise price of $50.55 that vests over three years and expires 08/26/2035. Each RSU and performance share converts to one common share if earned. The filing is a standard Section 16 disclosure of officer compensation-related issuances and does not report any cash purchases or sales.

Positive

• Equity awards tie pay to performance: inclusion of performance shares links compensation to multi-year goals
• Retention-focused vesting: RSUs vest ratably over three years, supporting retention of the officer

Negative

• Potential dilution: issuance of RSUs, performance shares, and SARs could modestly increase outstanding shares if fully settled
• Limited disclosure: Form 4 does not provide performance metric details or grant fair-value, preventing full assessment of investor impact

Insights

Financial Analyst

TL;DR: Officer received time-based RSUs, performance shares, and SARs, aligning pay with long-term performance while modestly increasing potential share count.

The awards are compensation grants rather than open-market trades, combining time-based RSUs that vest ratably over three years with performance shares contingent on meeting multi-year targets and SARs priced at $50.55 expiring in 2035. For investors, these awards signal continued use of equity to retain and motivate senior management. The filing discloses quantities and vesting structure but provides no valuation, grant date fair value, or impact on outstanding share count beyond the raw award amounts.

Corporate Governance Expert

TL;DR: Grants follow typical governance practice: mix of time-based, performance-linked equity and long-dated SARs to tie compensation to long-term outcomes.

The structure—RSUs vesting ratably over three years, performance shares tied to goals through 12/31/2027, and long-dated SARs—aligns executive incentives with shareholder value creation and retention. The performance shares require certification of goal achievement before conversion, indicating performance-based pay. The filing lacks disclosure of performance metrics, target levels, or potential dilution percentages, so shareholders cannot assess the full governance impact from this Form 4 alone.

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^*

Lisle Shawn G

(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 GC & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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
Restricted Stock Units	(1)	08/26/2025		A		3,462		08/26/2026(2)	08/26/2028	Restricted Stock Units	3,462	$0	3,462	D
Performance Shares	(3)	08/26/2025		A		1,731		(4)	(4)	Common Stock	1,731	$0	1,731	D
Stock Appreciation Right	$50.55	08/26/2025		A		4,861		08/26/2026(2)	08/26/2035	Common Stock	4,861	$0	4,861	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, 2027.

	/s/ James A. Hart, attorney-in-fact for Shawn G. Lisle	08/27/2025
	** 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

Who filed the Form 4 for Stepan Company (SCL)?

The Form 4 was filed for officer Shawn G. Lisle and signed by attorney-in-fact James A. Hart on 08/27/2025.

What awards were granted to the reporting person in the Form 4 for SCL?

Grants include 3,462 Restricted Stock Units (RSUs), 1,731 Performance Shares, and 4,861 Stock Appreciation Rights (SARs).

When do the RSUs and SARs vest for the SCL Form 4 grants?

The RSUs and SARs vest ratably over three years beginning 08/26/2025, with RSUs noted to vest through 08/26/2028 and SARs exercisable beginning 08/26/2026 and expiring 08/26/2035.

What is the exercise price of the SARs disclosed in the SCL Form 4?

The Stock Appreciation Right has an exercise price of $50.55.

Are the performance shares in the SCL Form 4 guaranteed?

No. The 1,731 Performance Shares vest only upon certification that Stepan Company achieved certain performance goals for the period ending 12/31/2027.