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Eastman Chemical (NYSE: EMN) SVP stock vests and shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Eastman Chemical Company senior vice president and chief human resources officer Adrian James Holt reported routine equity compensation activity involving restricted stock units. On June 1, 2026, 4,341 restricted stock units granted on June 1, 2023 vested and were settled into an equal number of common shares. To cover tax obligations on this vesting, 1,058 common shares were withheld rather than sold in the open market. After these transactions, Holt directly holds 3,283 shares of Eastman Chemical common stock, and the vested restricted stock unit award has been fully converted into shares.

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Insider Holt Adrian James
Role SVP, Chf HR Ofcr
Type Security Shares Price Value
Exercise Restricted Stock Units 4,341 $0.00 --
Grant/Award Common Stock 4,341 $0.00 --
Tax Withholding Common Stock 1,058 $75.49 $80K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 4,341 shares (Direct, null)
Footnotes (1)
  1. Payout of shares for restricted stock units that were granted on June 1, 2023 and vested on June 1, 2026. Shares of common stock withheld in satisfaction of tax liability upon vesting of the 4,341 restricted stock units.
RSUs vested and exercised 4,341 units/shares Restricted stock units granted June 1, 2023 and vested June 1, 2026
Shares withheld for taxes 1,058 shares Common stock withheld to satisfy tax liability on RSU vesting
Shares held after transaction 3,283 shares Eastman Chemical common stock directly held by Holt after transactions
Exercise/settlement price $0.00 per share Restricted stock units converted to common stock at no cash exercise price
Tax withholding reference price $75.49 per share Price per share used for tax-withholding disposition of 1,058 shares
Restricted Stock Units financial
"Payout of shares for restricted stock units that were granted on June 1, 2023 and vested on June 1, 2026."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax liability financial
"Shares of common stock withheld in satisfaction of tax liability upon vesting of the 4,341 restricted stock units."
Grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
Exercise or conversion of derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
Payment of exercise price or tax liability by delivering securities financial
"transaction_code_description: Payment of exercise price or tax liability by delivering securities"
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SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Holt Adrian James

(Last)(First)(Middle)
200 SOUTH WILCOX DRIVE

(Street)
KINGSPORT TENNESSEE 37660

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
EASTMAN CHEMICAL CO [ EMN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Chf HR Ofcr
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/01/2026A4,341A(1)4,341D
Common Stock06/01/2026F1,058(2)D$75.493,283D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)06/01/2026M4,341 (1) (1)Common Stock4,341(1)0D
Explanation of Responses:
1. Payout of shares for restricted stock units that were granted on June 1, 2023 and vested on June 1, 2026.
2. Shares of common stock withheld in satisfaction of tax liability upon vesting of the 4,341 restricted stock units.
Remarks:
/s/ Mark D. Austin, by Power of Attorney for Adrian James Holt06/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Eastman Chemical (EMN) executive Adrian Holt report in this Form 4?

Adrian Holt reported vesting of 4,341 restricted stock units and related share movements. The units converted into common stock, with 1,058 shares withheld for taxes, leaving him with 3,283 directly held Eastman Chemical shares after the transactions.

Were Adrian Holt’s Eastman Chemical (EMN) transactions open-market buys or sells?

The transactions were not open-market trades. They reflect routine equity compensation: restricted stock units vesting into 4,341 common shares and 1,058 shares withheld to satisfy tax liabilities, rather than being sold on the open market to third-party investors.

How many Eastman Chemical (EMN) shares does Adrian Holt hold after these transactions?

Following the June 1, 2026 vesting and tax withholding, Adrian Holt directly holds 3,283 Eastman Chemical common shares. This reflects the net position after 4,341 restricted stock units converted into shares and 1,058 shares were withheld to cover related tax obligations.

What do the 4,341 restricted stock units mean for Adrian Holt at Eastman Chemical (EMN)?

The 4,341 restricted stock units were part of Holt’s equity compensation, granted June 1, 2023 and vesting June 1, 2026. Upon vesting, they converted one-for-one into common shares, increasing his ownership before accounting for shares withheld to satisfy tax liabilities.

Why were 1,058 Eastman Chemical (EMN) shares withheld in Adrian Holt’s Form 4?

The 1,058 shares were withheld to satisfy tax liability triggered when 4,341 restricted stock units vested. Instead of paying taxes in cash, a portion of the newly delivered shares was retained, a common mechanism for handling taxes on equity compensation awards.

Did Adrian Holt exercise any derivative securities at Eastman Chemical (EMN)?

Yes. The filing shows an exercise of 4,341 restricted stock units, a type of derivative security, into 4,341 shares of common stock. After this exercise, the derivative position tied to that restricted stock unit grant was fully settled, with no remaining units from this award.