Director Stepan F Quinn Jr sold $501,570 worth of shares (10,000 units at $50.16), received a gift of 2 shares, covered exercise/tax liability with 1 shares and gifted 3,000 shares, increasing direct ownership by 0.00% to 105,447 units (SEC Form 4)
$SCL
Package Goods/Cosmetics
Consumer Discretionary
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
STEPAN CO [ SCL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/04/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/04/2025 | G | 2.281 | A | (1) | 105,448.019 | D | |||
| Common Stock | 08/04/2025 | F(2) | 0.615 | D | $49.83 | 105,447.404 | D | |||
| Common Stock | 08/04/2025 | G | 3,000 | D | $0 | 163,123 | D(3) | |||
| Common Stock | 08/04/2025 | S | 6,300 | D | $49.962(4) | 166,123 | D(3) | |||
| Common Stock | 08/05/2025 | S | 3,700 | D | $50.489(5) | 159,423(6) | D(3) | |||
| Common Stock | 0.002 | I | By Esop II Trust | |||||||
| Common Stock | 160,000 | I | By Family LLC(7) | |||||||
| Common Stock | 87,500 | I | By Family Trust IV(7) | |||||||
| Common Stock | 100 | I | By Father(7)(8) | |||||||
| Common Stock | 1,017 | I | By Spouse | |||||||
| Common Stock | 67.214 | I | By Father's ESOP(7)(8) | |||||||
| Common Stock | 19,052 | I | By Family Trust V(7) | |||||||
| Common Stock | 161,869 | I | By Mother's Estate(7)(8) | |||||||
| Common Stock | 600 | I | By Family Trust VI(7)(8) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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(9) | (10) | (11) | (11) | Common Stock | 63,404.923 | 63,404.923 | D | ||||||||
| Share Units(9) | (10) | 08/04/2025 | M | 2.281 | (11) | (11) | Common Stock | 2.281 | (1) | 43,166.868 | I | By Father's Deferred MIP(8) | |||
| Explanation of Responses: |
| 1. Each share unit was the economic equivalent of one share of Stepan Company common stock. On March 10, 2025, 2.281 share units were settled for an equal number of shares of Stepan Company common stock and distributed to the reporting person as beneficiary. |
| 2. Withholding of shares to satisfy the tax liability on the distribution of share units. |
| 3. Joint Tenancy with Spouse. |
| 4. The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $49.75 to $50.26, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer. |
| 5. The price reported is a weighted average price. Shares were sold in a series of transactions within the same trading day at prices ranging from $49.9897 to $50.9249, inclusive. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer. |
| 6. Reflects a downward adjustment of 2,500 shares. Due to administrative error, the reporting person's Form 4 filed on May 13, 2025 included the May 12, 2025 award of 2,500 shares to the reporting person in both the reporting person's individual account total and the reporting person's joint account total. |
| 7. The reporting person disclaims beneficial ownership of these securities, except to extent of any pecuniary interest in the shares. |
| 8. Shares held by an estate of which the reporting person serves as executor. |
| 9. 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. |
| 10. Share Units convert on a one-for-one basis into Common Stock. |
| 11. Share Units are generally payable at end of employment, unless otherwise elected. |
| /s/ Stephanie J. Pacitti, Attorney-in-Fact for F. Quinn Stepan, Jr. | 08/06/2025 | |
| ** 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. | ||