EMN Form 4: Director adds 1,827 deferred stock units

Rhea-AI Filing Summary

Brett D. Begemann, a director of Eastman Chemical Co. (EMN), received a total of 1,827 phantom stock units on 10/07/2025 under the Directors' Deferred Compensation Plan. These units represent cash‑payable credits tied to the issuer's common stock and were recorded as voluntary and automatic deferrals of director retainer fees; 1,340 units were a voluntary deferral and 487 units an automatic deferral. The filing shows 55,811 common‑share equivalents beneficially owned after the transaction, which includes 1,178 units from reinvested dividend equivalents credited since 05/01/2025. The units have no exercise price and are payable only in cash after termination of director service.

Positive

• Director used voluntary deferral to convert cash retainer into 1,340 phantom stock units, aligning pay with shareholder value
• Dividend equivalents reinvested credited 1,178 units since 05/01/2025, increasing long‑term alignment

Negative

• Phantom units are cash‑settled, creating a future cash liability for the company when payable
• No stock issuance—units do not increase outstanding shares but still represent a cash obligation

Insights

Corporate Governance Analyst

Director deferred fees into phantom stock, increasing cash‑settled holdings by 1,827 units.

This transaction reflects routine director compensation deferrals into the Directors' Deferred Compensation Plan, where credits track the company's common stock value but pay out in cash after service ends. The filing discloses both voluntary and automatic deferral mechanisms and dividend equivalent reinvestment.

Dependence on future cash payouts ties these holdings to the company's long‑term liquidity and compensation practices; monitor annual director retainer elections and the total phantom unit balance at the next reporting period for changes in deferred compensation exposure.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BEGEMANN BRETT D

(Last) (First) (Middle)

200 S. WILCOX DRIVE

(Street)

KINGSPORT TN 37660

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EASTMAN CHEMICAL CO [ EMN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Phantom Stock Units	$0(1)	10/07/2025		A		1,340(2)		(1)	(1)	Common Stock	1,340(2)	$62.35(2)	55,324(3)	D
Phantom Stock Units	$0(1)	10/07/2025		A		487(4)		(1)	(1)	Common Stock	487(4)	$0(4)	55,811(3)	D

Explanation of Responses:

1. Phantom Stock Units credited under the Directors' Deferred Compensation Plan, each having a value equal to one share of issuer common stock and payable only in cash after termination of service as a director.

2. Voluntary deferral at election of director of a portion of director's retainer fees into the director's stock account of the Director's Deferred Compensation Plan, which would otherwise have been paid in cash.

3. Includes 1,178 units credited since May 1, 2025 as hypothetical reinvestment of dividend equivalents.

4. Automatic deferral of a portion of director's annual retainer fees into the director's stock account of the Directors' Deferred Compensation Plan, which would otherwise have been paid in cash.

Remarks:

	/s/ Mark D. Austin, by Power of Attorney for Brett D. Begemann	10/09/2024
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Brett D. Begemann report on Form 4 for EMN?

He reported acquisition of 1,827 phantom stock units on 10/07/2025 under the Directors' Deferred Compensation Plan.

How many common‑share equivalents does Begemann beneficially own after the transaction?

The filing shows 55,811 common‑share equivalents beneficially owned following the reported transactions.

Why were phantom stock units credited instead of cash payments?

The units result from voluntary and automatic deferrals of director retainer fees into the Directors' Deferred Compensation Plan, replacing immediate cash payments.

Are the phantom stock units exercisable or equity grants?

No; the units have a $0 exercise price, are cash‑settled, and are payable only after termination of director service.

Did dividend equivalents affect the reported balance?

Yes; 1,178 units were credited since 05/01/2025 as reinvested dividend equivalents.