8-K

STEPAN COMPANY

Date: June 9, 2025

/s/ Kamel Aranki

Kamel Aranki

Interim General Counsel and Interim Assistant Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2025

STEPAN COMPANY

(Exact name of Registrant as Specified in Its Charter)

Delaware

1-4462

36-1823834

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)


1101 Skokie Boulevard Suite 500
Northbrook, Illinois				60062
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 847 446-7500

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, $1 par value

SCL

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 9, 2025, the Board of Directors (the “Board”) of Stepan Company (the “Company”) announced that the Board increased the size of the Board by one to a total of eight Directors and appointed Corning Painter as a Director, effective immediately. Mr. Painter was appointed to Class I of the Board. The next election of Class I Directors will be at the 2026 annual meeting of the Company’s stockholders. The Board also appointed Mr. Painter as a member of the Board’s Audit Committee, Compliance Committee, Human Capital and Compensation Committee and Nominating and Corporate Governance Committee.

As a Director, Mr. Painter will participate in the Company’s standard non-employee Director compensation arrangements described on pages 57-59 of the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 25, 2025.

A copy of the press release announcing the appointment of Mr. Painter to the Board is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits


Exhibit		Description

99.1		Press Release of Stepan Company dated June 9, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEC Form 8-K filed by Stepan Company