[Form 4] Stepan Co. Insider Trading Activity

Rhea-AI Filing Summary

Stepan Co. director F. Quinn Stepan Jr. reported transfers and deferred-compensation share units resulting in increased reported holdings. On 08/12/2025 he received 20,676 shares from his mother's estate and a trust received 2,448 shares from the same estate. The filing notes he disclaims beneficial ownership of certain shares except to the extent of any pecuniary interest and that he serves as executor of his mother's estate.

The report also shows participation in the Management Incentive Plan where 63,404.923 share units are held directly and 43,166.868 share units indirectly; these units convert one-for-one into common stock and are generally payable at end of employment. The transactions are transfers and deferred-compensation allocations rather than open-market purchases or sales.

Insights

Securities Analyst

TL;DR: Routine insider transfers and deferred-compensation units increased reported holdings but show no open-market buying or selling.

The Form 4 documents non-market transfers: 20,676 shares passed to the reporting person from his mother's estate and 2,448 shares were allocated to a trust. In addition, the reporting person holds 63,404.923 direct and 43,166.868 indirect share units under the MIP that convert one-for-one to common stock and are payable at termination. These items affect reported beneficial ownership levels but do not reflect discretionary market-driven trades by the insider.

Corporate Governance Expert

TL;DR: Estate distributions and deferred-compensation reporting are governance-relevant but not materially adverse.

The filing discloses estate-related transfers and customary disclaimers of beneficial ownership, noting the reporting person is executor for his mother's estate. The disclosure and the use of trusts and family entities to hold shares are standard governance items that help clarify indirect ownership. The MIP share-unit details (conversion and payout timing) are explicit and consistent with deferred-compensation practice.

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)
08/12/2025

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	08/12/2025		W(1)	V	20,676	D	$0	141,193	I	By Mother's Estate(2)(3)
Common Stock	08/12/2025		W(1)	V	20,676	A	$0	126,123.404	D
Common Stock	08/12/2025		W(4)	V	2,448	D	$0	138,745	I	By Mother's Estate(2)(3)
Common Stock	08/12/2025		W(4)	V	2,448	A	$0	2,448	I	By Family Trust III(2)
Common Stock	08/12/2025		W	V	138,745	D	$0	0	I	By Mother's Estate(2)(3)
Common Stock								159,423	D(5)
Common Stock								0.002	I	By Esop II Trust
Common Stock								160,000	I	By Family LLC(2)
Common Stock								87,500	I	By Family Trust IV(2)
Common Stock								100	I	By Father(2)(3)
Common Stock								1,017	I	By Spouse
Common Stock								67.214	I	By Father's ESOP(2)(3)
Common Stock								19,052	I	By Family Trust V(2)
Common Stock								600	I	By Family Trust VI(2)(3)

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(6)	(7)							(8)	(8)	Common Stock	43,166.868		43,166.868	I	By Father's Deferred MIP(2)(3)
Share Units(6)	(7)							(8)	(8)	Common Stock	63,404.923		63,404.923	D

Explanation of Responses:

1. On August 12, 2025, the reporting person received 20,676 shares from his mother's estate.

2. The reporting person disclaims beneficial ownership of these securities, except to extent of any pecuniary interest in the shares.

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

4. On August 12, 2025, the trust received 2,448 shares from the reporting person's mother's estate.

5. Joint Tenancy with Spouse.

6. 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.

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

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

	/s/ Stephanie J. Pacitti, Attorney-in-Fact for F. Quinn Stepan, Jr.	08/14/2025
	** 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).
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