SEC FORM 5

SEC FORM 5 SEC Form 5

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^*

STEPAN F QUINN JR

(Last)

(First)

(Middle)

1101 SKOKIE BOULEVARD, SUITE 500

(Street)

NORTHBROOK

60062

(City)

(State)

(Zip)

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)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 (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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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.

SEC Form 5 filed by Stepan F Quinn Jr