UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement |
On September 25, 2026, Stepan Company (“Stepan”) entered into a Credit Agreement among Stepan, the foreign subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and JPMorgan Chase Bank, N.A. and BofA Securities, Inc., as joint lead arrangers and joint bookrunners (the “Credit Agreement”). The Credit Agreement provides for credit facilities in an initial aggregate principal amount of $500.0 million, consisting of (i) a $350.0 million multicurrency revolving credit facility and (ii) a $150.0 million delayed draw term loan credit facility, each of which matures on September 25, 2031. The Credit Agreement also provides for an expansion option that will allow Stepan, subject to certain requirements, to request an increase to the revolving credit facility or to enter into one or more tranches of incremental term loans in an aggregate amount of up to an additional $250.0 million. Under these five-year committed facilities, Stepan may draw as needed to finance working capital needs, fund permitted acquisitions and capital expenditures, and for general corporate purposes. These new facilities replace Stepan’s $350.0 million multicurrency revolving credit facility and $100.0 million delayed draw term loan credit facility pursuant to the credit agreement dated as of June 24, 2022.
The loans under the Credit Agreement bear interest at (i) a base rate, determined in accordance with the Credit Agreement, plus a spread of 0.125% to 0.625%, (ii) the term benchmark rate, comprised of either Adjusted Term SOFR or the Adjusted EURIBOR Rate, depending on the currency of such loan, plus a spread of 1.125% to 1.625%, or (iii) the Adjusted Daily Simple RFR plus a spread of 1.125% to 1.625%, in each case depending on Stepan’s net leverage ratio. The Credit Agreement requires Stepan to pay a commitment fee and a ticking fee, each ranging from 0.125% to 0.225% per annum, depending on Stepan’s net leverage ratio.
The Credit Agreement requires the maintenance of certain interest coverage and net leverage financial ratios and compliance with certain other covenants, including limitations on restricted payments, indebtedness, and liens. The Credit Agreement includes customary events of default, including failure to pay principal or interest when due, failure to comply with the financial and operational covenants, non-compliance with the other loan documents, the occurrence of a change of control event, and bankruptcy and other insolvency events.
The foregoing summary of the terms of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Credit Agreement, dated as of September 25, 2026, among Stepan Company, the foreign subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and JPMorgan Chase Bank, N.A. and BofA Securities, Inc., as joint lead arrangers and joint bookrunners | |
| 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.
| STEPAN COMPANY | ||||||
| Date: September 25, 2026 | By: | /s/ Shawn G. Lisle | ||||
| Shawn G. Lisle | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||