Form 8-K

8-K — STEPAN CO

Accession: 0001193125-26-322116

Filed: 2026-07-29

Period: 2026-07-27

CIK: 0000094049

SIC: 2840 (SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS)

Item: Results of Operations and Financial Condition

Item: Cost Associated with Exit or Disposal Activities

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d139905d8k.htm (Primary)

EX-99.1 (d139905dex991.htm)

EX-99.2 (d139905dex992.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d139905d8k.htm · Sequence: 1

8-K

STEPAN CO false 0000094049 0000094049 2026-07-27 2026-07-27

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): July 27, 2026

STEPAN COMPANY

(Exact name of registrant as specified in its charter)

Commission File Number: 1-4462

Delaware

36-1823834

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

1101 Skokie Boulevard, Suite 500, Northbrook, IL 60062

(Address of principal executive offices, including zip code)

(847) 446-7500

(Registrant’s telephone number, including area code)

(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 (see General Instructions A.2. below):

☐

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 2.02.

Results of Operations and Financial Condition

On July 29, 2026, Stepan Company (the “Company”) issued a press release providing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such filing.

Item 2.05.

Costs Associated with Exit or Disposal Activities.

On July 28, 2026, the Board of Directors (the “Board”) of the Company approved a plan to reduce the Company’s global salaried workforce by around 100 roles during the third quarter of 2026 as part of Project Catalyst, the Company’s previously announced comprehensive operational and efficiency initiative.

As previously disclosed, the Company anticipates recognizing full-year restructuring charges in the range of $75.0 million to $80.0 million in connection with Project Catalyst. Of that amount, the Company currently estimates that it will incur approximately $4 million to $6 million of charges in connection with the workforce reduction described above, consisting primarily of employee severance, benefits and related costs. The Company expects substantially all of these workforce reduction charges to result in cash expenditures. The Company expects to recognize the majority of these charges during the second half of 2026.

The estimated charges that the Company expects to incur are subject to several assumptions, and actual results may differ materially from these estimates. The Company may incur additional costs due to events associated with or resulting from Project Catalyst and the workforce reduction described above.

Item 5.02.

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

Resignation of Jan Stern Reed as a Director

On July 27, 2026, Jan Stern Reed notified the Company of her resignation from the Board of the Company, effective immediately following the conclusion of the Board and committee meetings held on July 27, 2026. Ms. Reed also resigned from all committees of the Board on which she served.

At the time of her resignation, Ms. Reed served as Chair of the Human Capital and Compensation Committee and as a member of the Audit Committee, the Compliance Committee, and the Nominating and Corporate Governance Committee.

Ms. Reed’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

The Company thanks Ms. Reed for her service to the Board and her contributions to the Company.

In connection with Ms. Reed’s departure, effective July 28, 2026, the Board appointed Randall S. Dearth as Chair of the Human Capital and Compensation Committee and Susan M. Lewis as Chair of the Compliance Committee. Lorinda A. Burgess continues to serve as Chair of the Audit Committee and Joaquin Delgado continues to serve as Chair of the Nominating and Corporate Governance Committee.

Appointment of Matthew J. Eaken as Principal Accounting Officer

On July 28, 2026, the Board appointed Matthew J. Eaken to serve as the Company’s Principal Accounting Officer, effective July 28, 2026. Mr. Eaken, age 63, has served as the Company’s Vice President and Corporate Controller since January 2011. Mr. Eaken joined the Company in June 1998 and has served in various accounting and finance leadership roles, including as Interim Vice President and Chief Financial Officer from January 2018 until April 2018.

There are no arrangements or understandings between Mr. Eaken and any other person pursuant to which he was appointed as Principal Accounting Officer. Mr. Eaken does not have any family relationship with any director or executive officer of the Company, and there are no transactions involving Mr. Eaken that would require disclosure under Item 404(a) of Regulation S-K.

Item 8.01.

Other Events

On July 29, 2026, the Company issued a press release announcing that the Board had declared a quarterly cash dividend on the Company’s common stock of $0.395 per share. The dividend will be paid on September 15, 2026, to common stockholders of record as of September 1, 2026. A copy of the press release is attached as Exhibit 99.2 hereto and incorporated herein by reference.

Forward-Looking Statements

The information included in this Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the Company’s plans, objectives, strategies, financial performance and outlook, trends, prospects, and future events. Actual results may differ materially from those expressed or implied by such forward-looking statements due to various risks and uncertainties, including those described in the Company’s filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

Exhibit Number: 99.1

Description: Press Release of Stepan Company dated July 29, 2026, announcing second quarter 2026 financial results.

Exhibit Number: 99.2

Description: Press Release of Stepan Company dated July 29, 2026, announcing quarterly cash dividend.

Exhibit Number: 104

Description: 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.

STEPAN COMPANY

Date: July 29, 2026

By:

/s/ Shawn G. Lisle

Shawn G. Lisle

Vice President, General Counsel and Secretary

EX-99.1

Filename: d139905dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Stepan Reports Second Quarter 2026 Results

Northbrook, Illinois, July 29, 2026 — Stepan Company (NYSE: SCL) today reported:

Second Quarter 2026 Highlights

•

Reported net income was $22.9 million, up 102% versus the prior year. Adjusted net income(1) was $27.1 million, up 126% versus the prior year.

•

EBITDA(2) was $69.1 million and Adjusted EBITDA(2) was $74.4 million, up 37% and 45% respectively, year-over-year.

•

Global sales volume was up 3% year-over-year. Organic sales volume was up 6% year-over-year.

•

Cash from Operations was $8.4 million during the quarter. Free cash flow(3) for the quarter was a negative $15.0 million, driven by higher working capital requirements. Excluding the impact of higher working capital, free cash flow was $32.7 million, up 69%

versus the prior year.

•

Pre-tax earnings include a $5.1 million restructuring charge largely

related to the previously announced closure of the Company’s Fieldsboro, NJ site and decommissioning of select assets at its Elwood (Millsdale), IL and Stalybridge, UK facilities.

•

The Company announced today a plan to reduce its global salaried workforce by approximately 100 positions. This

action is part of the previously announced Project Catalyst efficiency initiative. The majority of this restructuring expense is expected to be recognized during the second half of 2026. The Company anticipates full year restructuring charges in the

range of $75.0 to $80.0 million, which is in line with prior communications, with a projected cash impact between $14.0 and $18.0 million.

First Half 2026 Highlights

•

Reported net income was a $18.5 million loss versus $31.1 million of income in the prior year. The

current year loss is entirely due to a $70.5 million pre-tax restructuring charge. The cash impact associated with this restructuring charge was approximately $7.0 million year-to-date. Adjusted net income(1) was $37.4 million, up 20% versus the prior year.

•

EBITDA(2) was $52.7 million and Adjusted EBITDA(2) was $124.1 million. Adjusted EBITDA was up 14% year-over-year.

•

Organic sales volume was up 3% year-over-year.

“Quarterly earnings were up significantly driven by improved Surfactant and Polymer results. Second

quarter adjusted EBITDA of $74.4 million was up 45% year-over-year due to global volume growth, margin recovery and Project Catalyst savings. We believe the quarter also benefited from customer pre-buys

as a result of the global geopolitical situation. Surfactant and Polymer adjusted EBITDA were up 59% and 22%, respectively,” said Luis E. Rojo, President and Chief Executive Officer. “Surfactant organic sales volume was up 7% and Polymer

sales volume was up 5% in the quarter. The Surfactant volume growth was broad-based and across all end markets and all regions. Within Polymers, the North American Rigid and Phthalic Anhydride businesses delivered double digit volume growth. We are

pleased with the growth we achieved in several of our key strategic end markets despite ongoing global economic uncertainties and supply chain disruptions. We continue to execute Project Catalyst safely and in line with expectations. As part of the

organizational-effectiveness component of Project Catalyst, today we announced a plan to reduce the Company’s global salaried workforce by around 100 roles before the end of the year. During the past few quarters, we took a disciplined and

deliberate approach to minimize the impact of these actions through normal attrition, pausing external hiring and emphasizing internal talent. We are committed to supporting our affected colleagues through this transition in line with our People

First culture.”

Financial Summary

Three Months Ended

June 30,

Six Months Ended

June 30,

($ in thousands, except per share data)

2026

2025

Change

2026

2025

Change

Net Sales

684,109

594,689

1,288,618

1,187,944

Operating Income (Loss)

37,210

17,965

107

(12,412

)

46,253

Net Income (Loss)

22,911

11,341

102

(18,495

)

31,052

Earnings per Diluted Share

1.00

0.50

100

(0.81

)

1.36

Adjusted Net Income *

27,052

11,952

126

37,365

31,262

Adjusted Earnings per Diluted Share *

1.18

0.52

127

1.63

1.37

See Table II for reconciliations of non-GAAP adjusted net income and

adjusted earnings per diluted share.

Percentage Change in Net Sales

Net sales in the second quarter of 2026 increased 15% year-over-year. This increase reflects higher selling prices, mainly attributable to the pass-through of

higher raw material costs and more favorable product mix, a 3% increase in sales volume and the favorable impact of foreign currency translation. Organic sales volume was up 6% year-over-year.

Three Months Ended

June 30, 2026

Six Months Ended

June 30, 2026

Volume

(—

Selling Price & Mix

Foreign Translation

Total

Segment Results

Three Months Ended

June 30,

Six Months Ended

June 30,

($ in thousands)

2026

2025

Change

2026

2025

Change

Net Sales

Surfactants

483,902

411,456

937,589

841,793

Polymers

178,007

162,751

308,036

308,867

Specialty Products

22,200

20,482

42,993

37,284

Total Net Sales

684,109

594,689

1,288,618

1,187,944

Three Months Ended

June 30,

Six Months Ended

June 30,

($ in thousands, all amounts pre-tax)

2026

2025

Change

2026

2025

Change

Operating Income (Loss)

Surfactants

34,362

13,367

157

52,910

42,297

Polymers

22,469

17,159

31,291

25,177

Specialty Products

5,007

5,258

9,722

10,766

(10

Total Segment Operating Income

61,838

35,784

93,923

78,240

Corporate Expenses

(24,628

)

(17,819

)

(106,335

)

(31,987

)

232

Consolidated Operating Income (Loss)

37,210

17,965

107

(12,412

)

46,253

Three Months Ended

June 30,

Six Months Ended

June 30,

($ in millions)

2026

2025

Change

2026

2025

Change

EBITDA

69.1

50.6

52.7

108.6

(51

Adjusted EBITDA

Surfactants

54.9

34.5

96.0

82.9

Polymers

31.2

25.6

48.6

41.6

Specialty Products

6.5

6.7

12.6

13.7

Unallocated Corporate

(18.1

)

(15.4

)

(33.1

)

(29.3

)

Consolidated Adjusted EBITDA

74.4

51.4

124.1

108.9

Consolidated adjusted EBITDA(2) increased $23.0 million, or 45%, in

the quarter. This increase was primarily due to higher Surfactant and Polymer earnings driven by sales volume growth and margin recovery.

•

Surfactant net sales were $483.9 million for the quarter, up 18% versus the prior year. Selling prices were

up 12% primarily due to pass through of higher raw material costs, improved product and customer mix, along with pricing actions. Global Sales volume was up 2% and organic sales volume increased 7%. All global regions recognized organic volume

growth and our strategic end markets combined grew high single digits. Foreign currency translation positively impacted net sales by 4%. Surfactant adjusted EBITDA(2) for the quarter increased

$20.4 million, or 59%, versus the prior year. This increase was primarily due to sales volume growth and margin recovery.

•

Polymer net sales were $178.0 million for the quarter, a 9% increase versus the prior year. Selling prices

were up 3%, primarily due to the pass-through of higher raw material costs and margin recovery. Sales volume increased 5% in the quarter. North American sales volume was up double digits, inclusive of significant growth in Spray Foam, partially

offset by lower volumes in Europe and Asia. Foreign currency translation positively impacted net sales by 1% during the quarter. Polymer adjusted EBITDA(2) increased $5.6 million, or 22%,

versus the prior year primarily due to sales volume growth and global margin improvement.

•

Specialty Products net sales were $22.2 million for the quarter, an 8% increase versus the prior year.

Specialty Products volume increased 4% while adjusted EBITDA(2) decreased $0.2 million, or 3%. The slight decrease in adjusted EBITDA(2)

was primarily due to less favorable product mix within the medium chain triglycerides product line that was mostly offset by higher earnings in the food and flavor business.

Outlook

“We believe we are positioned to

continue delivering growth in all our key strategic businesses such as Crop Productivity, Oilfield, Tier 2/3 Surfactants and North American Polymers. We continue to execute on Project Catalyst, which is our comprehensive plan designed to further

optimize our asset base and create a more productive and agile organization to enable balanced growth,” said Luis E. Rojo, President and Chief Executive Officer. “Despite the ongoing and significant market uncertainties and challenges,

the organization is focused on executing our growth opportunities, productivity plans and cash interventions. With these actions and the strong first half results, we believe we will deliver full year Adjusted EBITDA growth, positive free cash flow

and continue to de-leverage the balance sheet in 2026.”

Notes

(1) Adjusted net income and adjusted earnings per share are non-GAAP measures which exclude deferred compensation

income/expense, certain environmental remediation-related costs as well as other significant and infrequent/non-recurring items. See Table II for reconciliations of

non-GAAP adjusted net income and adjusted earnings per diluted share.

(2) EBITDA and adjusted EBITDA are non-GAAP measures. See Table VI for calculations and GAAP reconciliations of EBITDA and adjusted EBITDA.

(3)

Free cash flow is a non-GAAP measure and reflects cash generated from operations minus capital expenditures. Cash generated from operations was $8.4 million during the second quarter of

2026 and capital expenditures were $23.4 million.

Conference Call

Stepan Company will host a conference call to discuss its second quarter results at 9:00 a.m. ET (8:00 a.m. CT) on July 29, 2026. The call can be accessed

by phone and webcast. To access the call by phone, please click on this Registration Link, complete the form and you will be provided with dial in details and a PIN. To avoid delays, we encourage participants to dial into the conference call

ten minutes ahead of the scheduled start time. The webcast can be accessed through the Investors/Conference Calls page at www.stepan.com. A webcast replay of the conference call will be available at the same location shortly after the

call.

Supporting Slides

Slides supporting this press release will be made available at www.stepan.com through the Investors/Presentations page at approximately the same

time as this press release is issued.

Corporate Profile

Stepan Company is a major manufacturer of specialty and intermediate chemicals used in a broad range of industries. Stepan is a leading merchant producer of

surfactants, which are the key ingredients in consumer and industrial cleaning and disinfection compounds and in agricultural and oilfield solutions. The Company is also a leading supplier of polyurethane polyols used in the expanding thermal

insulation market, and CASE (Coatings, Adhesives, Sealants, and Elastomers) industries.

Headquartered in Northbrook, Illinois, Stepan utilizes a network

of modern production facilities located in North and South America, Europe and Asia.

The Company’s common stock is traded on the New York Stock

Exchange (NYSE) under the symbol SCL. For more information about Stepan Company please visit the Company online at www.stepan.com

More information about

Stepan’s sustainability program can be found on the Sustainability page at www.stepan.com

Contact: Ruben Velasquez

847-446-7500

Certain information in this news release consists of

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These

statements include statements about Stepan Company’s plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects or future events and involve known and unknown risks

that are difficult to predict. As a result, Stepan Company’s actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can

identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,”

“estimate,” “guidance,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” “should,” “illustrative” and variations of

these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Stepan Company and its management

based on their knowledge and understanding of the business and industry, are inherently uncertain. These statements are not guarantees of future performance, and stockholders should not place undue reliance on forward-looking statements.

There are a number of risks, uncertainties and other important factors, many of which are beyond Stepan Company’s control, that could cause actual

results to differ materially from the forward-looking statements contained in this news release. Such risks, uncertainties and other important factors include, among other factors, the risks, uncertainties and factors described in Stepan

Company’s Form 10-K, Form 10-Q and Form 8-K reports and exhibits to those reports, and include (but are not limited to)

risks and uncertainties related to our ability to realize cost savings or operating efficiencies associated with strategic initiatives, including Project Catalyst; accidents, unplanned production shutdowns or disruptions in manufacturing facilities;

reduced demand due to customer product reformulations or new technologies; our inability to successfully develop or introduce new products; compliance with laws and other legal restrictions, including those relating to the international scope of our

business; domestic and global competition; volatility of raw material and energy costs and supply; disruptions in transportation or significant changes in transportation costs; downturns in certain industries and general economic downturns;

international business risks, including changes in global trade policies, tariffs and retaliatory measures and countermeasures; currency exchange rate fluctuations; changes in tax policy and potential adverse tax consequences due to the

international scope of our business;

downgrades in our credit ratings or our ability to access the credit or capital markets if and when necessary; global political, military, security or other instability and increased security

regulations; costs, delays and miscalculations in capacity needs related to expansion or other capital projects; interruption or breaches of information technology systems; unfavorable resolution of litigation against us; maintaining and protecting

intellectual property rights; our ability to identify suitable acquisition candidates and successfully complete and integrate acquisitions; our ability to retain executive management and key personnel; and issues relating to compliance with our debt

covenants. In addition to the risks described in the Company’s periodic reports, the restructuring actions described herein may involve risks related to the execution of facility closures and asset decommissioning, potential operational

disruptions, impacts on employees and local communities, environmental compliance, and the realization of anticipated cost savings and efficiencies.

These forward-looking statements are made only as of the date hereof, and Stepan Company undertakes no obligation to update or revise these forward-looking

statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.

* *

* * *

Tables follow

Table I

STEPAN COMPANY

For the

Three and Six Months Ended June 30, 2026 and 2025

(Unaudited – in 000’s, except per share data)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net Sales

684,109

594,689

1,288,618

1,187,944

Cost of Sales

584,127

522,804

1,123,785

1,040,596

Gross Profit

99,982

71,885

164,833

147,348

Operating Expenses:

Selling

14,866

14,657

27,032

26,765

Administrative

24,203

22,801

45,516

44,215

Research, Development and Technical Services

17,195

14,701

32,188

29,350

Deferred Compensation

1,402

1,761

1,964

765

57,666

53,920

106,700

101,095

Business Restructuring

5,106

—

70,545

—

Operating Income (Loss)

37,210

17,965

(12,412

)

46,253

Other Income (Expense):

Interest, Net

(5,682

)

(5,485

)

(10,693

)

(9,611

)

Other, Net

1,021

1,306

1,165

1,808

(4,661

)

(4,179

)

(9,528

)

(7,803

)

Income (Loss) Before Provision for Income Taxes

32,549

13,786

(21,940

)

38,450

Provision for Income Taxes

9,638

2,445

(3,445

)

7,398

Net Income (Loss)

22,911

11,341

(18,495

)

31,052

Net Income (Loss) Per Common Share

Basic

1.00

0.50

(0.81

)

1.36

Diluted

1.00

0.50

(0.81

)

1.36

Shares Used to Compute Net Income Per Common Share

Basic

22,897

22,865

22,893

22,866

Diluted

22,924

22,879

22,893

22,885

Table II

Reconciliation of Non-GAAP Net Income (Loss) and Earnings per Diluted Share*

Three Months Ended

June 30,

Six Months Ended

June 30,

($ in thousands, except per share amounts)

2026

EPS

2025

EPS

2026

EPS

2025

EPS

Net Income (Loss) Reported

22,911

1.00

11,341

0.50

(18,495

)

(0.81

)

31,052

1.36

Deferred Compensation (Income) Expense

—

529

0.02

(401

)

(0.02

)

Environmental Remediation Expense

—

542

0.02

170

0.01

611

0.03

Business Restructuring

3,997

0.18

—

55,161

2.41

—

Adjusted Net Income

27,052

1.18

11,952

0.52

37,365

1.63

31,262

1.37

All amounts in this table are presented after-tax

The Company believes that certain non-GAAP measures, in conjunction with comparable GAAP

measures, are useful for evaluating the Company’s operating performance and financial condition. The Company uses this non-GAAP information as an indicator of business performance and evaluates

management’s effectiveness with specific reference to these indicators. Management believes that these non-GAAP financial measures provide useful supplemental information because they exclude non-operational items that affect comparability between years. These measures should be considered in addition to, not as substitutes for or superior to, measures of financial performance prepared in accordance with

GAAP and may differ from similarly titled measures presented by other companies. The Company’s Annual Report on Form 10-K for the year ended December 31, 2025 contains additional information

regarding the use of non-GAAP financial measures.

Summary of Second Quarter 2026 Adjusted Net Income Items

Adjusted net income excludes non-operational deferred compensation income/expense, certain environmental

remediation costs and other significant and infrequent or non-recurring items.

•

Deferred Compensation: The second quarter of 2026 reported net income includes $0.1 million of after-tax expense versus $0.1 million of after-tax expense in the prior year.

•

Environmental Remediation: The second quarter of 2026 reported net income includes $0.1 million of after-tax expense versus $0.5 million of after-tax expense in the prior year.

•

Business Restructuring: The second quarter of 2026 reported net income includes $4.0 million of after-tax expense related to restructuring charges. There were no restructuring charges recognized in the prior year quarter.

Table III

Reconciliation of Pre-Tax to After-Tax Adjustments

Management uses the non-GAAP adjusted net income metric to evaluate the Company’s operating performance.

Management excludes the items listed in the table below because they are non-operational items. The cumulative tax effect is typically calculated using the statutory tax rates for the jurisdictions in which

the transactions occurred.

Three Months Ended

June 30,

Six Months Ended

June 30,

($ in thousands, except per share amounts)

2026

EPS

2025

EPS

2026

EPS

2025

EPS

Pre-Tax Adjustments

Deferred Compensation (Income) Expense

696

(534

)

Environmental Remediation Expense

121

722

223

814

Business Restructuring

5,106

—

70,545

—

Total Pre-Tax Adjustments

5,295

814

71,464

280

Cumulative Tax Effect on Adjustments

(1,154

)

(203

)

(15,604

)

(70

)

After-Tax Adjustments

4,141

0.18

611

0.02

55,860

2.44

210

0.01

Table IV

Deferred Compensation Plans

The full

effect of the deferred compensation plans on quarterly pre-tax income was $0.1 million of expense versus $0.1 million of expense in the prior year. The

quarter-end market prices of Company stock and the impact of deferred compensation on specific income statement line items is summarized below:

2026

2025

6/30

3/31

12/31

9/30

6/30

3/31

Stepan Company

55.72

49.98

47.36

47.70

54.58

55.04

Three Months Ended

June 30,

Six Months Ended

June 30,

($ in thousands)

2026

2025

2026

2025

Deferred Compensation

Operating Income (Expense)

(1,402

)

(1,761

)

(1,964

)

(765

)

Other, net – Mutual Fund Gain

1,334

1,669

1,268

1,299

Total Pre-Tax

(68

)

(92

)

(696

)

534

Total After-Tax

(52

)

(69

)

(529

)

401

Effects of Foreign Currency Translation

The Company’s foreign subsidiaries transact business and report financial results in their respective local currencies. These results are translated

into U.S. dollars at average foreign exchange rates appropriate for the reporting period. The table below presents the impact that foreign currency translation had on select income statement line items.

Three Months Ended

June 30,

Change

Due to

Foreign

Currency

Translation

Six Months Ended

June 30,

Change

Due to

Foreign

Currency

Translation

($ in millions)

2026

2025

2026

2025

Net Sales

684.1

594.7

89.4

17.1

1,288.6

1,187.9

100.7

42.4

Gross Profit

100.0

71.9

28.1

2.9

164.8

147.3

17.5

5.4

Operating Income (Loss)

37.2

18.0

19.2

2.1

(12.4

)

46.3

(58.7

)

3.4

Pretax Income (Loss)

32.5

13.8

18.7

2.1

(21.9

)

38.5

(60.4

)

3.5

Corporate Expenses

Three Months Ended

June 30,

Six Months Ended

June 30,

($ in thousands)

2026

2025

Change

2026

2025

Change

Total Corporate Expenses

24,628

17,819

106,335

31,987

232

Less:

Deferred Compensation Expense

1,402

1,761

(20

1,964

765

157

Environmental Remediation Expense

121

722

(83

223

814

(73

Business Restructuring

5,106

—

70,545

—

Adjusted Corporate Expenses

17,999

15,336

33,603

30,408

Adjusted Corporate expenses increased $2.7 million, or 17% for the quarter. This increase was primarily due to higher

incentive-based compensation expenses.

Table V

Stepan Company

Consolidated Balance Sheets

June 30, 2026 and December 31, 2025

June 30, 2026

December 31,

2025

ASSETS

Current Assets

974,764

858,959

Property, Plant & Equipment, Net

1,142,612

1,219,627

Other Assets

275,290

279,116

Total Assets

2,392,666

2,357,702

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

846,998

666,494

Deferred Income Taxes

10,998

11,450

Long-term Debt

244,069

340,975

Other Non-current Liabilities

78,555

94,773

Total Stepan Company Stockholders’ Equity

1,212,046

1,244,010

Total Liabilities and Stockholders’ Equity

2,392,666

2,357,702

Selected Balance Sheet Information

The Company’s total debt decreased by $4.3 million and cash decreased by $27.1 million versus March 31, 2026. The Company’s net

debt level increased $22.8 million versus March 31, 2026 and its net debt ratio was 31% versus 30% in the prior quarter (Net Debt and Net Debt Ratio are non-GAAP measures,

reconciliations of which are shown in the table below). Management uses the non-GAAP net debt metric to show a more complete picture of the Company’s overall liquidity, financial flexibility and leverage

level.

($ in millions)

June 30,

2026

March 31,

2026

December 31,

2025

Net Debt

Total Debt

647.4

651.7

626.7

Cash

113.7

140.8

132.7

Net Debt

533.7

510.9

494.0

Equity

1,212.0

1,193.0

1,244.0

Net Debt + Equity

1,745.7

1,703.9

1,738.0

Net Debt / (Net Debt + Equity)

The major working capital components were:

($ in millions)

June 30,

2026

March 31,

2026

December 31,

2025

Net Receivables

492.3

433.7

388.0

Inventories

324.5

289.0

298.8

Accounts Payable

(321.7

)

(285.7

)

(261.7

)

495.1

437.0

425.1

Table VI

Reconciliations of Non-GAAP EBITDA and Adjusted EBITDA

Management uses the non-GAAP EBITDA and adjusted EBITDA metrics to evaluate the Company’s operating performance.

Management excludes the items listed in the table below because they are non-operational items. Refer to the Income Statement on Table I for a bridge between Operating Income and Net Income.

Three Months Ended

June 30, 2026

($ in millions)

Surfactants

Polymers

Specialty

Products

Unallocated

Corporate

Consolidated

Operating Income

34.4

22.5

5.0

(24.6

)

37.2

Depreciation and Amortization

20.5

8.7

1.5

0.2

30.9

Other, Net Income

—

1.0

EBITDA

69.1

Deferred Compensation

—

0.1

Environmental Remediation

—

0.1

Business Restructuring

—

5.1

Adjusted EBITDA

54.9

31.2

6.5

(18.1

)

74.4

Three Months Ended

June 30, 2025

($ in millions)

Surfactants

Polymers

Specialty

Products

Unallocated

Corporate

Consolidated

Operating Income

13.4

17.2

5.2

(17.8

)

18.0

Depreciation and Amortization

21.1

8.4

1.5

0.3

31.3

Other, Net Income

—

1.3

EBITDA

50.6

Deferred Compensation

—

0.1

Environmental Remediation

—

0.7

Adjusted EBITDA

34.5

25.6

6.7

(15.4

)

51.4

Six Months Ended

June 30, 2026

($ in millions)

Surfactants

Polymers

Specialty

Products

Unallocated

Corporate

Consolidated

Operating Income

52.9

31.3

9.7

(106.3

)

(12.4

)

Depreciation and Amortization

43.1

17.3

2.9

0.6

63.9

Other, Net Income

—

1.2

EBITDA

52.7

Deferred Compensation

—

0.7

Environmental Remediation

—

0.2

Business Restructuring

—

70.5

Adjusted EBITDA

96.0

48.6

12.6

(33.1

)

124.1

Six Months Ended

June 30, 2025

($ in millions)

Surfactants

Polymers

Specialty

Products

Unallocated

Corporate

Consolidated

Operating Income

42.3

25.2

10.8

(32.0

)

46.3

Depreciation and Amortization

40.6

16.4

2.9

0.6

60.5

Other, Net Income

—

1.8

EBITDA

108.6

Deferred Compensation

—

(0.5

)

(0.5

)

Environmental Remediation

—

0.8

Adjusted EBITDA

82.9

41.6

13.7

(29.3

)

108.9

EX-99.2

Filename: d139905dex992.htm · Sequence: 3

EX-99.2

Exhibit 99.2

Stepan Declares Quarterly Dividend

Northbrook, Illinois,

July 29, 2026 – Stepan Company (NYSE: SCL) today reported:

The Board of Directors of Stepan Company has declared a quarterly cash dividend on

the Company’s common stock of $0.395 per share. The dividend is payable on September 15, 2026, to common stockholders of record on September 1, 2026. The Company increased its quarterly cash dividend in the fourth quarter of 2025 by

$0.010 per share, marking the 58th consecutive year that the Company has increased its cash dividend to stockholders.

Corporate Profile

Stepan Company is a major manufacturer of specialty and intermediate chemicals used in a broad range of industries. Stepan is a leading merchant

producer of surfactants, which are the key ingredients in consumer and industrial cleaning and disinfection products and in agricultural and oilfield solutions. The Company is also a leading supplier of polyurethane polyols used in the expanding

thermal insulation market, and CASE (Coatings, Adhesives, Sealants, and Elastomers) industries.

Headquartered in Northbrook, Illinois, Stepan utilizes a

network of modern production facilities located in North and South America, Europe and Asia.

The Company’s common stock is traded on the New York

Stock Exchange (NYSE) under the symbol SCL. For more information about Stepan Company please visit the Company online at www.stepan.com.

More information

about Stepan’s sustainability program can be found on the Sustainability page at www.stepan.com.

Contact: Ruben Velasquez 847-446-7500

Certain information in this news release consists of

identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,”

“estimate,” “guidance,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” “should,” “illustrative” and variations of

There are a number of risks, uncertainties and other important factors, many of which are beyond Stepan Company’s control, that could cause actual

Company’s Form 10-K, Form 10-Q and Form 8-K reports and exhibits to those reports, and include (but are not limited

to) risks and uncertainties related to: our ability to realize cost savings or operating efficiencies associated with strategic initiatives, including Project Catalyst; risks related to restructuring activities, including the execution of facility

closures and asset, decommissioning, potential operational disruptions, impacts on employees and local, communities, and environmental compliance; accidents, unplanned production shutdowns, interruptions or disruptions in manufacturing facilities;

international business risks, including changes in global trade policies, tariffs, and retaliatory measures and countermeasures; currency exchange rate fluctuations; changes in tax policy and potential adverse tax consequences due to the

international scope of our business; downgrades in our credit ratings or our ability to access the credit or capital markets if and when necessary; global political, military, security or other instability and increased security regulations; costs,

delays and miscalculations in capacity needs related to expansion or other capital projects; interruption or breaches of information technology systems; unfavorable resolution of litigation against us; maintaining and protecting intellectual

property rights; our ability to identify suitable acquisition candidates and successfully complete and integrate acquisitions; our ability to retain executive management and key personnel; and issues relating to compliance with our debt covenants.

These forward-looking statements are made only as of the date hereof, and Stepan Company undertakes no obligation to update or revise these

forward-looking statements, whether as a result of new information, future events or otherwise.

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