Sec Form 4 Filing - Mergner Arthur W @ STEPAN CO - 2023-05-23

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 Mergner Arthur W 2. Issuer Name and Ticker or Trading Symbol STEPAN CO [ SCL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec VP (Last) (First) (Middle) 1101 SKOKIE BOULEVARD, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 05/23/2023 (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 178.63 ( 1 ) I By Esop II Trust Common Stock 05/23/2023 M( 2 ) 6,262 A $ 43.85 33,778.39 D Common Stock 05/23/2023 D( 3 ) 2,802 D $ 98.01 30,976.39 D Common Stock 05/23/2023 F( 4 ) 1,464 D $ 98.01 29,512.39 D Common Stock 05/23/2023 S 1,996 D $ 98.23 27,516.39 ( 1 ) D

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 Stock Appreciation Right $ 43.85 05/23/2023 M 6,262 02/23/2018 02/22/2026 Common Stock 6,262 $ 0 0 D Share Units ( 5 ) ( 6 ) ( 6 ) Common Stock 8,625.787 8,625.787 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mergner Arthur W 1101 SKOKIE BOULEVARD, SUITE 500 NORTHBROOK, IL60062 Exec VP Signatures /s/ Stephanie J. Pacitti, Attorney-in-Fact for Arthur W. Mergner 05/24/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes exempt acquisitions under Rule 16a-11 pursuant to dividend reinvestments since the date of the reporting person's last report. ( 2 )The stock appreciation rights ("SARs") were settled in shares of common stock as per the terms of the award. ( 3 )Deemed disposition of underlying common stock to the issuer in an amount equal to the conversion price of the SARs. ( 4 )Withholding of shares to satisfy tax liability on exercise of SARs. ( 5 )Share Units convert on a one-for-one basis into Common Stock. ( 6 )Share Units are acquired under the Management Incentive Plan (As Amended and Restated Effective January 1, 2015) ("MIP"), a nonqualified deferred compensation plan which allows MIP participants to elect to defer all or a portion of their deferred compensation into accounts pursuant to MIP provisions.

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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