Sec Form 5 Filing - STEPAN F QUINN JR @ STEPAN CO - 2024-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
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)
12/31/2024
(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 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 )
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 ( 8 ) ( 9 ) ( 10 ) ( 10 ) Common Stock 94,698.443 94,698.443 I By Father's Deferred MIP ( 6 )
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. 02/14/2025
Signature of Reporting Person Date
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.

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).

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