Stepan EVP converts RSUs, withholds shares for tax

Stepan Company executive Robert Joseph Haire reported equity award activity involving restricted stock units and common stock.

Rhea-AI Filing Summary

Stepan Company executive Robert Joseph Haire reported equity award activity involving restricted stock units and common stock. On March 3 and 4, 2026, RSUs covering 2,241 shares were converted into Stepan common stock, consistent with the award terms that settle each RSU in one share.

To cover associated tax liabilities on these RSU vestings, Haire disposed of 658 common shares through share withholding transactions coded “F,” rather than open-market sales. After these transactions, he held 4,121.765 common shares directly and an additional 90.269 shares indirectly through the ESOP II Trust.

Insider Trade Summary

2,241 shares exercised/converted

Exercise 7 txns

Insider Haire Robert Joseph

Role EVP, Supply Chain

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	571	$0.00	$0.00
Exercise	Common Stock	571	$49.615	$28K
Exercise Price or Tax Liability	Common Stock	168	$49.615	$8K
Exercise	Restricted Stock Units	1,670	$0.00	$0.00
Exercise	Common Stock	1,670	$48.985	$82K
Exercise Price or Tax Liability	Common Stock	490	$48.985	$24K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 3,914 contracts (Direct); Common Stock — 4,121.765 shares (Direct); Common Stock — 90.269 shares (Indirect, By ESOP II Trust)

Footnotes (5)

1. F1. The restricted stock units ("RSUs") were settled in shares of common stock per the terms of the award.
2. F2. Withholding of shares to satisfy tax liability on the vesting of RSUs.
3. F3. Each RSU represents a contingent right to receive one share of Stepan Company common stock.
4. F4. Vest ratably over three years beginning on the date shown.
5. F5. Each RSU represents a contingent right to receive one share of Stepan Company common stock.

FAQ

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What did Stepan (SCL) executive Robert Joseph Haire report in this Form 4?

Haire reported RSU conversions into Stepan common stock and related tax withholding transactions. The RSUs were settled in shares, and a portion of the resulting common stock was withheld to satisfy tax liabilities arising from the vesting events on March 3 and 4, 2026.

How many Stepan (SCL) shares were acquired through RSU conversions in this filing?

The filing shows 2,241 Stepan common shares were acquired through RSU conversions. These came from restricted stock units that, under their terms, each convert into one share of Stepan Company common stock upon vesting and settlement on the reported March 2026 dates.

How many Stepan (SCL) shares were disposed of for tax withholding purposes?

The report shows 658 Stepan common shares were disposed of to cover taxes. These transactions, coded “F,” reflect withholding of shares to satisfy tax liabilities triggered by vesting of restricted stock units, rather than discretionary open-market sales by the executive.

What is Robert Joseph Haire’s Stepan (SCL) share ownership after these transactions?

After the reported transactions, Haire directly owned 4,121.765 Stepan common shares. He also had an indirect interest in 90.269 additional shares held through the ESOP II Trust, reflecting both direct and indirect ownership positions in the company’s equity.

What do the RSU footnotes in the Stepan (SCL) Form 4 explain?

The footnotes clarify that each RSU represents a contingent right to one Stepan common share, settling in stock. They also explain that certain shares were withheld specifically to satisfy tax liabilities arising from RSU vesting, and that RSU awards vest ratably over three years.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/05/2026 - 07:26 PM Learn about SEC filing dates

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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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^*

Haire Robert Joseph

(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)
	EVP, Supply Chain

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		M(1)		1,670	A	$48.985	4,208.765	D
Common Stock	03/03/2026		F(2)		490	D	$48.985	3,718.765	D
Common Stock	03/04/2026		M(1)		571	A	$49.615	4,289.765	D
Common Stock	03/04/2026		F(2)		168	D	$49.615	4,121.765	D
Common Stock								90.269	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	(3)	03/03/2026		M(1)			1,670	03/03/2026(4)	03/03/2028	Restricted Stock Units	1,670	$0	3,342	D
Restricted Stock Units	(5)	03/04/2026		M(1)			571	03/04/2025(4)	03/04/2027	Restricted Stock Units	571	$0	572	D

Explanation of Responses:

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

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

3. Each 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.

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

	/s/ James A. Hart, attorney-in-fact for Robert Haire	03/05/2026
	** 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).
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