Stepan (NYSE: SCL) VP reports RSU vesting and share tax withholding

Rhea-AI Filing Summary

Stepan Company executive Sean Thomas Moriarty reported RSU vesting transactions and related tax withholding. On March 3 and 4, 2026, restricted stock units converted into common shares per award terms, and a portion of the resulting stock was withheld to cover tax liabilities, with remaining shares increasing his direct ownership.

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^*

Moriarty Sean Thomas

(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 & GM Surfactants

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	03/04/2026		F(1)		166	D	$49.615	15,710.2335	D
Common Stock	03/04/2026		M(2)		571	A	$49.615	15,876.2335	D
Common Stock	03/03/2026		F(1)		570	D	$48.985	15,305.2335	D
Common Stock	03/03/2026		M(2)		1,670	A	$48.985	15,875.2335	D
Common Stock								4,478.351	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)	03/04/2026		M(2)			571	03/04/2025(4)	03/04/2027	Restricted Stock Units	571	$0	572	D
Restricted Stock Units	(5)	03/03/2026		M(2)			1,670	03/03/2026(6)	03/03/2028	Restricted Stock Units	1,670	$0	3,342	D

Explanation of Responses:

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

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

3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Stepan Company common stock.

4. Vests 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.

6. Vest ratably over three years beginning on the date shown.

	/s/ James A. Hart, Attorney-in-Fact for Sean T. Moriarty	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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FAQ

What insider transactions did Stepan (SCL) executive Sean Thomas Moriarty report?

Sean Thomas Moriarty reported RSU-related transactions on March 3 and 4, 2026. Restricted stock units converted into Stepan common stock, and some of the resulting shares were withheld to satisfy tax liabilities, with the balance added to his directly owned shareholdings.

How many Stepan (SCL) restricted stock units did Moriarty convert into common shares?

Moriarty converted 1,670 restricted stock units on March 3, 2026 and 571 restricted stock units on March 4, 2026. Each RSU represented a contingent right to receive one share of Stepan Company common stock under the terms of the equity award.

What do the tax-withholding transactions mean in the Stepan (SCL) Form 4?

The Form 4 shows dispositions coded “F,” meaning shares were withheld to pay taxes on RSU vesting. On March 3 and 4, 2026, portions of the newly delivered common stock were used to satisfy tax liabilities instead of being retained as additional holdings.

What is Moriarty’s Stepan (SCL) direct common stock ownership after these transactions?

After the reported RSU conversions and tax-withholding dispositions, Moriarty’s direct common stock holdings are shown as 15,876.2335 and 15,710.2335 shares at different points. These figures reflect sequential ownership after individual transactions on March 3 and March 4, 2026.

How are Moriarty’s Stepan (SCL) RSU awards structured according to the filing?

The RSU awards vest ratably over three years beginning on the dates shown. Each restricted stock unit represents a contingent right to receive one share of Stepan Company common stock, and upon vesting, the RSUs are settled in shares in line with the award terms.

Does Moriarty have indirect Stepan (SCL) ownership through an ESOP trust?

Yes. The Form 4 lists 4,478.3510 Stepan common shares as indirectly owned “By ESOP II Trust.” This entry reflects indirect ownership through the ESOP trust structure, separate from Moriarty’s directly held common stock and restricted stock unit positions.