Form 4: Stepan VP Gifts Shares Under 10b5-1 Plan

Richard F. Stepan, VP and General Manager of Polymers at Stepan Co., reported a future gift of 95.858 common shares to be executed under a Rule 10b5-1 plan.

Summary

• Richard F. Stepan, a Director and Officer (V.P. and Gen'l. Mgr., Polymers) of Stepan Co. (SCL), reported a transaction involving the company's common stock.
• The transaction is a gift (Transaction Code 'G') of 95.858 shares of Common Stock, with a price of $0 per share.
• This transaction is scheduled for December 23, 2025, and was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading strategy.
• Following this reported transaction, Mr. Stepan will directly beneficially own 241,116.15 shares of Common Stock.
• He also holds indirect beneficial ownership of additional shares: 43,439 shares through his daughter, 43,439 shares through his son, 5,174 shares through his spouse, 95,416 shares through a trust, and 1,238.22 shares through an ESOP II Trust.
• An accompanying Power of Attorney, effective April 30, 2025, authorizes Kamel Aranki, Stephanie Jane Pacitti, and James Andrew Hart to execute Section 16 filings (Forms 3, 4, and 5) on behalf of Mr. Stepan.

Sentiment

Score: 5

Explanation: Neutral. This is a routine compliance filing reporting a pre-scheduled gift of shares by an insider, which has no material positive or negative impact on the company's financial health or operational outlook.

Positives

• The transaction is a gift, representing a transfer of wealth rather than a sale for personal gain by the insider.
• The transaction is executed under a Rule 10b5-1 plan, which demonstrates a pre-planned and transparent approach to insider stock management, reducing concerns about opportunistic trading.

Negatives

• No direct negative implications for the company or investors are apparent from this routine compliance filing.

Risks

• No specific risks to the company's operations, financial health, or strategic direction are disclosed in this Form 4 filing.

Future Outlook

This filing indicates a pre-scheduled transaction under a Rule 10b5-1 plan, suggesting a planned approach to insider stock management. No other forward-looking statements or guidance regarding the company's performance or strategic direction are provided.

Management Comments

• "The undersigned hereby constitutes and appoints each of Kamel Aranki, Stephanie Jane Pacitti and James Andrew Hart, signing singly, as the undersigned's true and lawful authorized representatives and attorneys-in-fact to execute for and on behalf of the undersigned, in the undersigned's capacity as an officer of Stepan Company, Forms 3, 4 and 5."
• "The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming any of the undersigned's responsibilities to comply with Section 16 or any other provision of the 1934 Act."

Industry Context

This Form 4 filing reports an individual insider transaction and a related power of attorney, which are routine compliance disclosures. It does not provide information relevant to broader industry trends, competitive landscape analysis, or Stepan Co.'s position within the chemicals or polymers industry.

Comparison to Industry Standards

• This filing details a standard insider transaction (a gift of shares) and a power of attorney for SEC compliance, which are common practices among public company executives. There are no specific comparable companies, projects, or results to assess against industry benchmarks in this type of disclosure.

Corporate Governance

Related Party Transactions

• The gift of shares by Richard F. Stepan, an officer and director, is a transaction involving a related party. While the direct recipient of the gift is not specified, the nature of a gift often implies a related party relationship.
• Indirect beneficial ownership through family members (daughter, son, spouse) and a trust also represents related party interests.

Stakeholder Impact

• Shareholders: Minimal direct impact. A small gift of shares does not materially affect the company's outstanding share count, valuation, or operational performance.
• Management: The establishment of a Power of Attorney streamlines the compliance process for the reporting officer, reducing administrative burden for Section 16 filings.

Next Steps

• Ongoing compliance with Section 16 of the Securities Exchange Act of 1934 for future transactions by Richard F. Stepan.
• The Power of Attorney remains in full force and effect for future Forms 3, 4, and 5 filings until revoked or no longer required.

Key Dates

Keywords

Stepan Co, SCL, Form 4, Insider Transaction, Stock Gift, Rule 10b5-1, Beneficial Ownership, Corporate Officer, Polymers