Eastman (EMN) director credits 1,665 deferred units; ownership rises to 53,576

Rhea-AI Filing Summary

Director Humberto P. Alfonso reported acquisitions of phantom stock units under the company's Directors' Deferred Compensation Plan that convert to cash after he leaves the board. On 10/07/2025 he voluntarily deferred 1,178 units (valued at $62.35 each in the filing) and had an automatic deferral of 487 units, for a total of 1,665 newly credited phantom units.

Following these entries, he beneficially owns 53,576 shares (or share-equivalents) in a direct form. The filing notes 1,130 additional units credited since 5/01/2025 from hypothetical reinvestment of dividend equivalents. The units are payable only in cash under the plan.

Positive

• Director participation in deferred compensation plans aligns his pay with shareholder value via share‑equivalent units
• Voluntary deferral (1,178 units) shows director choosing future‑linked compensation rather than immediate cash

Negative

• Deferred units create a future cash obligation for the company payable upon termination of service
• Filing does not disclose exact payout timing or plan termination triggers, leaving timing of cash outflow unclear

Insights

Corporate Governance Analyst

Director deferred compensation increased his stake in share-equivalents by 1,665 units.

The reported transactionsAre credits of phantom stock units under the Directors' Deferred Compensation Plan rather than open-market purchases; each unit mirrors one share's value and is payable in cash after termination of service. The filing shows a voluntary deferral of 1,178 units at an indicated reference price of $62.35 and an automatic deferral of 487 units.

These entries raise direct beneficial ownership to 53,576 share-equivalents, including 1,130 units credited as dividend reinvestment since 5/01/2025. Monitor future Form 4s for any cash payouts or exercises tied to departure timing.

Compensation & Benefits Specialist

Deferrals reflect standard director compensation choices, increasing deferred cash liabilities.

Phantom stock units are a cash‑settled vehicle that shifts compensation from immediate cash to future cash tied to share value; the plan references hypothetical reinvestment of dividends which boosted the unit count by 1,130 since 5/01/2025. These credits do not dilute equity but increase the company's deferred compensation obligation.

Investors tracking future cash outflows should note the total units credited (1,665 on 10/07/2025) and the aggregate direct beneficial ownership reported as 53,576 units; timing of payouts depends on director service termination rules in the plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Alfonso Humberto P

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	1,178	$62.35	$73K
Grant/Award	Phantom Stock Units	487	$0.00	$0.00

Holdings After Transaction: Phantom Stock Units — 53,576 shares (Direct)

Footnotes (4)

1. F1. 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. F2. Voluntary deferral at election of a portion of director's retainer fees that would otherwise have been paid in cash into the director's stock account of the Direcors' Deferred Compensation Plan.
3. F3. Includes 1,130 units credited since May 1, 2025, as hypothetical reinvestment of dividend equivalents.
4. F4. Automatic deferral of a portion of director's annual retainer fees that would otherwise have been paid in cash into the director's stock account of the Directors' Deferred Compensation Plan.

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Accepted by SEC EDGAR 10/09/2025 - 06:21 PM Learn about SEC filing dates

FAQ

What did EMN director Humberto P. Alfonso report on Form 4?

He reported crediting of 1,178 voluntary phantom stock units and 487 automatic phantom stock units on 10/07/2025, totaling 1,665 units.

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

The filing reports 53,576 shares or share‑equivalents beneficially owned in direct form following the transactions.

Are these phantom units actual shares or cash‑settled?

They are phantom stock units payable in cash after termination of service and not issued common shares.

What is the stated value per unit in the filing?

The filing shows a reference price of $62.35 for the voluntary deferral units.

Did dividends affect the unit balance?

Yes; the filing states 1,130 units were credited since 5/01/2025 from hypothetical reinvestment of dividend equivalents.

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

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^*

Alfonso Humberto P

(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		1,178(2)		(1)	(1)	Common Stock	1,178(2)	$62.35(2)	53,089(3)	D
Phantom Stock Units	$0(1)	10/07/2025		A		487(4)		(1)	(1)	Common Stock	487(4)	$0(4)	53,576(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 a portion of director's retainer fees that would otherwise have been paid in cash into the director's stock account of the Direcors' Deferred Compensation Plan.

3. Includes 1,130 units credited since May 1, 2025, as hypothetical reinvestment of dividend equivalents.

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

Remarks:

	/s/ Mark D. Austin, by Power of Attorney for Humberto P. Alfonso	10/09/2025
	** 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.