Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.



As previously disclosed, on June 10, 2021, Stepan Company ("Stepan") entered into a Note Purchase and Master Note Agreement by and among Stepan, NYL Investors LLC, the Purchasers named in the Purchaser Schedule attached thereto (the "Initial Purchasers") and each other New York Life Affiliate (as defined therein) from time to time party thereto (the "Agreement"). On September 23, 2021, pursuant to the Agreement, Stepan issued and sold to the Initial Purchasers $50 million in aggregate principal amount of its 2.37% Senior Notes, Series 2021-B, due September 23, 2028 (the "Notes").

The Notes will bear interest at a fixed rate of 2.37% with interest to be paid semi-annually. Principal amortization for the Notes is contractually scheduled with equal annual payments beginning on September 23, 2024 and on each September 23 thereafter to and including September 23, 2027, with the outstanding principal balance due at maturity on September 23, 2028.

As previously disclosed, the Agreement requires the maintenance of certain financial ratios and covenants that are similar to Stepan's existing long-term debt and provides for customary events of default. Generally, if an event of default occurs, subject to certain exceptions, the holders of more than 51% in aggregate principal amount of the Notes outstanding under the Agreement may declare all Notes to be immediately due and payable. Stepan may at any time and from time to time prepay all or a portion of the Notes at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus a make-whole premium. In addition, as previously disclosed, Stepan Specialty Products, LLC, a wholly-owned subsidiary of Stepan ("Stepan Specialty Products"), and Stepan Surfactants Holdings, LLC, a wholly-owned subsidiary of Stepan ("Stepan Surfactants Holdings"), entered into a subsidiary guaranty (the "Subsidiary Guaranty") whereby Stepan Specialty Products and Stepan Surfactants Holdings agreed to guarantee Stepan's obligations under the Notes and the Agreement.

The foregoing summary of the terms of the Agreement and the Subsidiary Guaranty is qualified in its entirety by reference to the full text of the Agreement and the Subsidiary Guaranty, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






(d)Exhibits



Exhibit Description

10.1      Note Purchase and Master Note Agreement dated as of June 10, 2021, by
        and among Stepan Company, NYL Investors LLC and the purchasers thereto
        (incorporated by reference to Exhibit 10.2 to the Current Report on Form
        8-K of the Company filed on June 14, 2021)
10.2      Subsidiary Guaranty dated as of June 10, 2021 by and between Stepan
        Specialty Products, LLC and Stepan Surfactants Holdings, LLC relating to
        the Note Purchase and Master Note Agreement dated as of June 10, 2021, by
        and among Stepan Company, NYL Investors LLC and the purchasers thereto
        (incorporated by reference to Exhibit 10.4 to the Current Report on Form
        8-K of the Company filed on June 14, 2021)
104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document)











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