Deferred MIP units settled in cash for Stepan (NYSE: SCL) director

Rhea-AI Filing Summary

STEPAN CO director Quinn Stepan Jr. reported an indirect transaction involving share units tied to a deferred compensation arrangement rather than open-market trading. On February 9, 2026, 7,517.35 Share Units, each economically equivalent to one share of common stock, were involved in an exercise or conversion of a derivative security under the Management Incentive Plan, a nonqualified deferred compensation plan. According to the footnotes, these share units were settled in cash, and the holdings are reported as indirect, including amounts held through a father's deferred MIP and an estate for which he serves as executor. After the transaction, indirect holdings related to this arrangement totaled 35,649.518 Share Units.

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^*

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)
02/09/2026

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

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(1)	(2)	02/09/2026		M			7,517.35	(3)	(3)	Common Stock	7,517.35	(4)	35,649.518	I	By Father's Deferred MIP(5)

Explanation of Responses:

1. 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.

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

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

4. Each share unit was the economic equivalent of one share of Stepan Company common stock. On February 9, 2026, 7,517.35 share units were settled in cash.

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

	/s/ James A. Hart, attorney-in-Fact for F. Quinn Stepan, Jr.	02/19/2026
	** 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.
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FAQ

What insider transaction did Stepan (SCL) director Quinn Stepan Jr. report?

He reported an indirect exercise or conversion of derivative share units under a deferred compensation plan, not an open-market trade. On February 9, 2026, 7,517.35 share units economically equivalent to common stock were settled in cash, reflecting compensation-related activity rather than a stock purchase or sale.

How many Stepan (SCL) share units were involved in this Form 4 filing?

The filing shows 7,517.35 Share Units tied to the Management Incentive Plan. Each unit was the economic equivalent of one Stepan Company common share and was settled in cash on February 9, 2026, as part of the deferred compensation arrangement described in the footnotes.

Are the Stepan (SCL) share units held directly by Quinn Stepan Jr.?

No, the holdings are reported as indirect. The Form 4 notes ownership "By Father's Deferred MIP" and an estate where he serves as executor, indicating the positions are associated with related entities and deferred compensation arrangements rather than directly held personal brokerage shares.

What is the Management Incentive Plan mentioned in the Stepan (SCL) Form 4?

The Management Incentive Plan is a nonqualified deferred compensation plan allowing participants to defer all or part of annual incentive awards. Under this plan, share units are acquired, convert one-for-one into common stock economically, and are generally payable at the end of employment unless another timing election is made.

Were the Stepan (SCL) share units converted into stock or cash in this transaction?

According to the footnotes, each share unit equaled one common share economically, but on February 9, 2026, 7,517.35 share units were settled in cash. This means the value was paid out in cash rather than by issuing additional Stepan Company common shares.

How many Stepan (SCL) share units does Quinn Stepan Jr. report after this transaction?

After the reported exercise or conversion event, the Form 4 lists 35,649.518 share units as indirectly owned. These units are associated with a father's deferred Management Incentive Plan and an estate arrangement, emphasizing that the holdings are indirect, compensation-related interests.