[8-K] EASTMAN CHEMICAL CO Reports Material Event

Rhea-AI Filing Summary

Eastman Chemical Company disclosed an executive succession and related compensation changes after its Senior Vice President - Chief Technology and Sustainability Officer, Chris M. Killian, notified the company he will retire effective December 31, 2025 for family and health reasons. To lead the transition, Stephen G. Crawford will return as Executive Vice President - Technology Projects on November 3, 2025, then move to Executive Vice President - Chief Technology Officer and Chief Sustainability Officer on January 1, 2026.

Mr. Crawford’s package includes a $705,000 base salary, an annual bonus opportunity at 85% of base (prorated for 2025), an $800,000 sign-on payment to replace forfeited equity and satisfy prior severance obligations, and a restricted stock unit award with a grant-date fair value of $2,200,000 to be granted on or about January 2, 2026. He will also participate in standard executive benefit programs.

Positive

• Planned succession with phased start dates provides leadership continuity through Jan 1, 2026
• Experienced leader returning likely shortens ramp-up time versus an external hire
• Long-term alignment via a $2,200,000 restricted stock unit award ties incentives to future performance

Negative

• Near-term cash cost includes an $800,000 sign-on payment and prorated bonus obligations
• Increased 2025–2026 compensation expense due to sign-on, salary, and RSU grant timing that may appear in upcoming filings
• Retirement due to health/family may compress transition timing and create execution risk during handoff

Insights

Compensation & HR Analyst

Succession timed with phased transition and above-market equity retention.

The company is executing a staged leadership handoff: an interim operational role beginning November 3, 2025

and a full CTO/CSO placement on January 1, 2026. The package pairs cash and equity—$800,000 sign-on plus $2,200,000 in RSUs—aimed at replacing lost awards and honoring a severance commitment. This structure is consistent with retention-focused hires where continuity in technical leadership is essential.

Key dependencies include the timing of the RSU grant (on or about January 2, 2026) and prorated bonus mechanics for 2025. Watch near-term compensation expense recognition and disclosures in subsequent filings over the next 12 months.

Corporate Governance Specialist

Return of a known executive reduces onboarding risk but raises cost disclosure items.

Bringing back a former executive leverages institutional knowledge, which can smooth operational continuity during a leadership change. The phased start dates provide overlap to transfer responsibilities.

The company will need to disclose related compensation expense and any remaining severance payments tied to the sign-on. Investors should note the explicit dates and cash/equity amounts that will affect reported compensation in the 2025–2026 period.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):

October 8, 2025

EASTMAN CHEMICAL COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware

1-12626

62-1539359

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

200 South Wilcox Drive
Kingsport			Tennessee			37662
(Address of Principal Executive Offices)						(Zip Code)

(423) 229-2000

(Registrant’s Telephone Number, Including Area Code)

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, par value $0.01 per share

EMN

New York Stock Exchange

1.875% Notes Due 2026

EMN26

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

Chris M. Killian, Senior Vice President - Chief Technology and Sustainability Officer, has provided notice that he plans to retire at the end of the year due to family and health considerations, effective as of December 31, 2025. In light of Mr. Killian’s retirement and to ensure a smooth transition, Stephen G. Crawford, former Executive Vice President of Methanolysis Operations and Worldwide Engineering and Construction Transformation, has agreed to return to Eastman Chemical Company (the “Company”) to provide leadership as Executive Vice President - Technology Projects, effective November 3, 2025. On January 1, 2026, Mr. Crawford will transition to the role of Executive Vice President - Chief Technology Officer and Chief Sustainability Officer. Mr. Crawford brings considerable experience, leadership and knowledge of the organization that will be critical through the transition.

Mr. Crawford will receive a base salary of $705,000, with the opportunity to earn an annual bonus (prorated for the current year) with a target value of 85% of such base salary. In addition, Mr. Crawford will receive a sign-on bonus of $800,000 to: (i) replace equity-based awards he would have received in February of 2025, had his prior position not been eliminated; and (ii) satisfy the Company’s obligations for remaining payments under his severance agreement dated May 1, 2025. Finally, Mr. Crawford will be eligible to receive a restricted stock unit award with a grant date fair value of $2,200,000 as a long-term incentive award for the 2026 plan cycle. The restricted stock unit award will be granted on or about January 2, 2026.

Mr. Crawford will be eligible to participate in the Company’s standard benefit programs for executives, including a Company match under the Eastman 401(k) plan, retirement savings contribution, and medical, vision, dental and life insurance.

Item 9.01 (d) Exhibits

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.

 

						Eastman Chemical Company
			By:			/s/ Iké G. Adeyemi
						Iké G. Adeyemi
						Senior Vice President, Chief Legal Officer and Corporate Secretary
						Date: October 9, 2025

FAQ

What change did Eastman Chemical (EMN) announce?

The company announced Chris M. Killian will retire effective December 31, 2025, and Stephen G. Crawford will return as Executive Vice President beginning November 3, 2025, then become CTO and Chief Sustainability Officer on January 1, 2026.

What compensation will Stephen G. Crawford receive at EMN?

Mr. Crawford will receive a $705,000 base salary, an annual bonus target of 85% of base (prorated for 2025), an $800,000 sign-on payment, and a restricted stock unit award valued at $2,200,000 to be granted on or about January 2, 2026.

Why is Eastman paying a sign-on bonus to Mr. Crawford?

The $800,000 sign-on payment is intended to replace equity-based awards he would have received in February 2025 and to satisfy remaining payments under his severance agreement dated May 1, 2025.

When will the restricted stock units for Mr. Crawford be granted?

The restricted stock unit award with a grant-date fair value of $2,200,000 is expected to be granted on or about January 2, 2026.

Will Mr. Crawford participate in Eastman's benefit programs?

Yes. He will be eligible for standard executive benefits including the Company match under the Eastman 401(k), retirement savings contributions, and medical, vision, dental, and life insurance.