Sec Form 4 Filing - STEPAN F QUINN JR @ STEPAN CO - 2025-08-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
STEPAN F QUINN JR
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)
(Last) (First) (Middle)
1101 SKOKIE BOULEVARD, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
08/04/2025
(Street)
NORTHBROOK, IL60062
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STEPAN F QUINN JR
1101 SKOKIE BOULEVARD, SUITE 500
NORTHBROOK, IL60062
X
Signatures
/s/ Stephanie J. Pacitti, Attorney-in-Fact for F. Quinn Stepan, Jr. 08/06/2025
Signature of Reporting Person Date
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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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