Eastman (EMN) Director Defers Pay, Adds 487 Phantom Units

Rhea-AI Filing Summary

Director Eric L. Butler received 487 phantom stock units on 10/07/2025 under the Directors' Deferred Compensation Plan; each unit tracks one share of common stock and is payable in cash only after he leaves board service. Those units were credited via an automatic deferral of part of his annual retainer and include 53 units credited since 04/07/2025 as hypothetical reinvestment of dividend equivalents. After this transaction, Mr. Butler beneficially owns 2,768 shares (direct). The reported price per unit/share for the transaction is $0, reflecting an internal accounting credit rather than an open-market purchase. The filing was signed by a power of attorney on behalf of Mr. Butler on 10/09/2025.

Positive

• 487 phantom stock units credited on 10/07/2025 aligns director compensation with shareholder value
• Automatic deferral of retainer fees used to acquire units, reducing immediate cash payouts
• 53 units added since 04/07/2025 from reinvested dividend equivalents, showing continued accumulation

Negative

• None.

Insights

Corporate Governance Analyst

Director deferred pay increases equity‑linked exposure without immediate cash payout.

The issuance of 487 phantom stock units under the Directors' Deferred Compensation Plan converts part of a director's cash retainer into an equity‑referenced, cash‑settled instrument that vests for payment only after termination of board service. This aligns long‑term financial outcomes of the director with changes in the issuer's share value without issuing new shares.

The arrangement depends on plan terms and the company's cash capacity at payout; monitor aggregate deferred obligations versus available liquidity around potential future payout dates.

Compensation & Benefits Specialist

Credits include automatic deferral and reinvested dividend equivalents, adding 53 units since 04/07/2025.

The filing shows automatic deferral of retainer fees and reinvested dividend equivalents (53 units) as mechanics for unit accrual; the per‑unit accounting price is recorded as $0, consistent with internal bookkeeping for phantom units rather than market trades.

Watch for aggregate phantom unit balances and plan payout schedules to understand future cash obligations and their timing relative to board departures.

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^*

BUTLER ERIC L

(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		487(2)		(1)	(1)	Common Stock	487(2)	$0(2)	2,768(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. 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.

3. Includes 53 units credited since April 7, 2025 as hypothetical reinvestment of dividend equivalents.

Remarks:

	/s/ Mark D. Austin, by Power of Attorney for Eric L. Butler	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.

FAQ

What did Eric L. Butler report on Form 4 for EMN?

He reported receipt of 487 phantom stock units on 10/07/2025 under the Directors' Deferred Compensation Plan and now beneficially owns 2,768 shares (direct).

Were any market purchases or sales of EMN shares reported?

No open‑market purchase or sale was reported; the transaction records crediting of phantom stock units with a recorded price of $0.

How were the phantom units acquired?

Units were acquired through automatic deferral of a portion of the director's annual retainer and include 53 units from reinvested dividend equivalents.

When will the phantom units be paid out?

The filing states units are payable in cash after termination of service as a director, per the Directors' Deferred Compensation Plan.

Does this Form 4 change Mr. Butler's direct ownership?

Post‑transaction, the filing shows Mr. Butler beneficially owns 2,768 shares directly.