Form 4: Costa Mark J reports acquisition/exercise transactions in EMN

Rhea-AI Filing Summary

Costa Mark J reported acquisition or exercise transactions in a Form 4 filing for EMN. The filing lists transactions totaling 64,192 shares. Following the reported transactions, holdings were 523,189 shares.

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)
02/11/2026

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
Common Stock	02/11/2026		A		64,192(1)	A	$0	523,189	D
Common Stock								3,227	I	By ESOP

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

Explanation of Responses:

1. Determination of the number of performance shares earned for the three-year (2023- 2025) performance period.

Remarks:

	/s/ Mark D. Austin, by Power of Attorney for Mark J. Costa	02/13/2026
	** 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 insider transaction did Eastman Chemical (EMN) report for its CEO?

Eastman Chemical reported that CEO and Board Chair Mark J. Costa received an award of 64,192 shares of common stock. The shares were granted as incentive compensation, reflecting performance shares earned over the 2023–2025 period, rather than purchased in the open market.

How many Eastman Chemical (EMN) shares does Mark J. Costa now own?

After the reported award, Mark J. Costa beneficially owns 523,189 Eastman Chemical common shares directly. He also has 3,227 additional shares held indirectly through an ESOP, further tying his personal equity stake to the company’s future performance.

What is the nature of the 64,192-share award to Eastman Chemical’s CEO?

The 64,192-share award represents performance shares earned for the 2023–2025 performance period. It was reported at a price of $0 per share, indicating it is a stock-based compensation grant, not a cash purchase of Eastman Chemical common stock.

On what date was the Eastman Chemical (EMN) CEO stock award effective?

The stock award to Eastman Chemical’s CEO was effective on February 11, 2026. That date is listed as the transaction date for the 64,192-share grant of common stock, reflecting the completion of the 2023–2025 performance share determination.

Is the Eastman Chemical CEO’s 64,192-share transaction a buy or a grant?

The transaction is a grant, not an open-market buy. It is coded as an acquisition under a grant or award, with a reported price of $0 per share, tied to performance shares earned over the 2023–2025 period at Eastman Chemical.

Does Mark J. Costa hold any Eastman Chemical (EMN) shares indirectly?

Yes. In addition to his direct holdings, Mark J. Costa has 3,227 Eastman Chemical common shares held indirectly through an ESOP. This indirect ownership supplements his directly held 523,189 shares reported after the performance-based stock award.