EMN Form 4: Director Defers Fees into 1,360 Phantom Units

Rhea-AI Filing Summary

Damon J. Audia, a director of Eastman Chemical Co. (EMN), reported crediting of 1,360 phantom stock units on 10/07/2025 under the Directors' Deferred Compensation Plan. The report shows two entries: 873 units credited at a market-linked value of $62.35 each and 487 units credited with a $0 price (automatic deferral), totaling 1,360 units beneficially owned following the transactions. These phantom units mirror the market value of one share each but are payable only in cash after the director's service ends, and thus do not represent actual shares with voting rights.

The Form 4 was filed as a single reporting person filing and signed by power of attorney on 10/09/2025. The entries reflect voluntary and automatic deferrals of director retainer fees into the director's deferred stock account rather than open-market purchases or option exercises.

Positive

• Alignment with shareholders: 1,360 phantom units tie director compensation to company stock value
• Deferred compensation used: Voluntary deferral of 873 units shows director choice to accept equity-linked pay
• Timely disclosure: Form 4 filed and signed by power of attorney on 10/09/2025

Negative

• Cash-settled units: Phantom units are payable only in cash after termination and do not confer voting rights

Insights

Corporate Governance Expert

Director increased deferred pay into phantom units, aligning compensation with shareholder value but remaining cash-settled.

The reported 1,360 phantom stock units represent deferred retainer fees credited to a directors' deferred compensation plan; each unit tracks the market value of one share and therefore ties the director's compensation to the company's stock performance without issuing equity.

Because these units are payable only in cash after service termination, they do not create voting or share dilution. Monitor future disclosures for any conversion or cash-settlement timing that could affect executive cash obligations within 12–36 months.

Securities Compliance Expert

Filing documents a Section 16 change from a director and shows timely reporting via Form 4.

The Form 4 records transactions dated 10/07/2025 and a filing/signee date of 10/09/2025, indicating the required reporting of changes in beneficial ownership for an insider.

Because the entries are plan-based deferrals (including an automatic deferral), they should be tracked separately from open-market trades; investors may review subsequent Forms for settlement details or further changes.

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^*

Audia Damon J

(Last) (First) (Middle)

200 SOUTH WILCOX DR

(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	(1)	10/07/2025		A		873(2)		(1)	(1)	Common Stock	873(2)	$62.35(2)	873(2)	D
Phantom Stock Units	(1)	10/07/2025		A		487(2)		(1)	(1)	Common Stock	487(2)	$0(3)	1,360	D

Explanation of Responses:

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

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

3. 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 Damon J. Audia	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 Eastman Chemical Co. (EMN) director Damon J. Audia report on 10/07/2025?

The director reported crediting of 1,360 phantom stock units on 10/07/2025, consisting of 873 units at $62.35 and 487 units at $0 (deferrals).

Do the phantom stock units represent actual EMN shares?

No. The units track the market value of one share each but are payable only in cash after the director's service ends and do not represent voting stock.

Why were there two different unit prices reported ( $62.35 and $0 )?

The $62.35 reflects a voluntary deferral of retainer fees into the plan; the $0 entry reflects an automatic deferral of a portion of retainer fees into the directors' stock account.

How many phantom units does Audia beneficially own after the transaction?

Following the reported transactions, Audia beneficially owned 1,360 phantom stock units.

Who signed the Form 4 filing and when?

The Form 4 was signed by Mark D. Austin, by Power of Attorney for Damon J. Audia on 10/09/2025.