Eastman Chemical (EMN) CEO awarded large option and RSU grants

Rhea-AI Filing Summary

Eastman Chemical CEO Mark J. Costa reported equity awards, not open-market trades. He received an employee stock option grant covering 232,559 shares at an exercise price of $0.00 per option. One-third of these options becomes exercisable on February 24, 2027, 2028, and 2029, respectively.

Costa was also granted 31,993 restricted stock units, each representing a contingent right to one share of Eastman Chemical common stock. These restricted stock units are scheduled to vest and pay out in unrestricted shares on February 24, 2029, subject to continued employment.

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

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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^*

Costa Mark J

(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
X	Officer (give title below)		Other (specify below)
	CEO & Board Chair

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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
Employee Stock Option (right to buy)	$77.12	02/24/2026		A		232,559		02/24/2027(1)	02/23/2036	Common Stock	232,559	$0	232,559	D
Restricted Stock Units	(2)	02/24/2026		A		31,993		(3)	(3)	Common Stock	31,993	$0	31,993	D

Explanation of Responses:

1. One-third of the options become exercisable on February 24, 2027, February 24, 2028, and February 24, 2029, respectively.

2. Each restricted stock unit represents a contingent right to receive one share of issuer common stock.

3. The restricted stock units will vest and payout in unrestricted shares of Company common stock on the third anniversary of the grant date, February 24, 2029, subject to continued employment.

Remarks:

	/s/ Mark D. Austin, by Power of Attorney for Mark J. Costa	02/26/2026
	** 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 equity awards did Eastman Chemical (EMN) CEO Mark J. Costa receive?

Mark J. Costa received a grant of 232,559 employee stock options and 31,993 restricted stock units. These are compensation-related awards that increase his potential future ownership in Eastman Chemical, subject to vesting schedules and continued employment conditions.

Are there any stock purchases or sales in this Eastman Chemical (EMN) Form 4?

No stock purchases or sales are reported. The Form 4 shows two acquisitions coded as grants: stock options and restricted stock units. These awards are part of equity compensation and do not reflect open-market buying or selling of existing Eastman Chemical shares.

When do Mark J. Costa’s new Eastman Chemical (EMN) stock options vest?

The 232,559 stock options vest in three equal installments. One-third becomes exercisable on February 24, 2027, another third on February 24, 2028, and the final third on February 24, 2029, according to the disclosed vesting schedule.

What are the terms of the restricted stock units granted to the Eastman Chemical (EMN) CEO?

The grant includes 31,993 restricted stock units, each tied to one share of Eastman Chemical common stock. These units will vest and pay out in unrestricted shares on February 24, 2029, provided Mark J. Costa remains employed through that date.

How many derivative securities does Mark J. Costa hold after these Eastman Chemical (EMN) grants?

After these grants, Mark J. Costa holds 232,559 employee stock options and 31,993 restricted stock units as reported. These figures reflect his direct beneficial ownership in these derivative awards following the transactions on February 24, 2026.