| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
| 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. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2024 | ||||||||||||||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 156,090.869(1) | D | |||||||||||||
| Common Stock | 121,820(2) | D(3) | |||||||||||||
| Common Stock | 0(4) | I | By Family Trust III | ||||||||||||
| Common Stock | 100(5) | I | By Father(6) | ||||||||||||
| Common Stock | 67.214 | I | By Father's ESOP(6) | ||||||||||||
| Common Stock | 19,052(7) | I | By Family Trust V | ||||||||||||
| Common Stock | 161,869 | I | By Mother's Estate(6) | ||||||||||||
| Common Stock | 950 | I | By Family Trust VI(6) | ||||||||||||
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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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Share Units(8) | (9) | (10) | (10) | Common Stock | 94,698.443 | 94,698.443 | I | By Father's Deferred MIP(6) | ||||||
| Explanation of Responses: |
| 1. Reflects a downward adjustment of 72,427.271 shares to reflect the reporting person's share balance as of December 31, 2024, primarily consisting of transfers to the reporting person's joint account and family gifts and other planning transactions prior to 2023 that consisted of transfers of shares for no consideration. |
| 2. Reflects an upward adjustment of 35,079 shares to reflect the reporting person's share balance as of December 31, 2024, including transfers from the reporting person's individual account. |
| 3. Joint Tenancy with Spouse. |
| 4. Reflects a transfer of 17,464 shares to other family trusts, the holdings of which are not beneficially owned by the reporting person. |
| 5. Reflects an upward adjustment of 100 shares to reflect a stock certificate held as of December 31, 2024 and not previously reported. |
| 6. Shares held by an estate of which the reporting person serves as executor. The reporting person disclaims beneficial ownership of these securities, except to extent of any pecuniary interest in the shares. |
| 7. Reflects an upward adjustment of 2,024 shares to reflect the trust's share balance as of December 31, 2024. |
| 8. 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. |
| 9. Share Units convert on a one-for-one basis into Common Stock. |
| 10. Share Units are generally payable at end of employment, unless otherwise elected. |
| Remarks: |
| Explanatory Note: The reporting person has not engaged in any transactions in Stepan Company Common Stock since his most recent Form 4 report. This Form 5 is being filed to provide updated holdings of Stepan Company Common Stock by the reporting person based on a review of current records. |
| /s/ Stephanie J. Pacitti, Attorney-in-Fact for F. Quinn Stepan, Jr. | 02/14/2025 | |
| ** 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). | ||
| ** 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. | ||