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Eastman Chemical (EMN) director defers fees into 408 Phantom Stock Units

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

Rhea-AI Filing Summary

OBRIEN JAMES J /KY reported acquisition or exercise transactions in this Form 4 filing.

Eastman Chemical director James J. O'Brien received 408 Phantom Stock Units credited under the company’s Directors' Deferred Compensation Plan. These units mirror the market value of one share of common stock each but are payable only in cash after he ceases serving as a director.

The award represents an automatic deferral of a portion of his annual retainer fees that would otherwise have been paid in cash. Following this grant, O'Brien holds a total of 18,137 Phantom Stock Units, which also include dividend equivalents that have been reinvested into additional units.

Positive

  • None.

Negative

  • None.
Insider OBRIEN JAMES J /KY
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units 408 $0.00 --
Holdings After Transaction: Phantom Stock Units — 18,137 shares (Direct)
Footnotes (1)
  1. Phantom Stock units credited under the Directors' Deferred Compensation Plan, each having a value equal to the market value of one share of issuer common stock and payable only in cash after termination of service as a director. Automatic deferral of a portion of director's annual retainer fees that would otherwise have been paid in cash. Includes dividend equivalents reinvested in additional Phantom Stock Units.
Phantom Stock Units granted 408 units Grant under Directors' Deferred Compensation Plan
Phantom Stock Units after grant 18,137 units Total Phantom Stock Units following transaction
Underlying common shares reference 408 shares Each Phantom Stock Unit equals one share’s market value
Transaction price per unit $0.0000 Compensation grant, not an open-market purchase
Phantom Stock Units financial
"Phantom Stock units credited under the Directors' Deferred Compensation Plan, each having a value equal to the market value of one share"
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
Directors' Deferred Compensation Plan financial
"Phantom Stock units credited under the Directors' Deferred Compensation Plan, each having a value equal to the market value"
dividend equivalents financial
"Includes dividend equivalents reinvested in additional Phantom Stock Units."
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
Form 4 Insider Transactions: What Each Field Means →
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*
OBRIEN JAMES J /KY
(Last)(First)(Middle)
200 S. 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026		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
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
Phantom Stock Units$0(1)04/08/2026A408(1)(2) (1) (1)Common Stock408(1)(2)$0(2)18,137(3)D
Explanation of Responses:
1. Phantom Stock units credited under the Directors' Deferred Compensation Plan, each having a value equal to the market value of 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 that would otherwise have been paid in cash.
3. Includes dividend equivalents reinvested in additional Phantom Stock Units.
Remarks:
/s/ Mark D. Austin, by Power of Attorney for James J. O'Brien04/10/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did EMN director James J. O'Brien report?

James J. O'Brien reported an acquisition of 408 Phantom Stock Units. These units were credited under Eastman Chemical’s Directors' Deferred Compensation Plan as part of his annual retainer fees, increasing his total Phantom Stock Units balance to 18,137 after the transaction.

How do Phantom Stock Units work for EMN directors?

Phantom Stock Units for EMN directors track the market value of one share of common stock each. They are credited under the Directors' Deferred Compensation Plan and are payable only in cash after a director’s service ends, rather than delivering actual shares.

Was the EMN Form 4 transaction a market buy or sell of stock?

The EMN Form 4 transaction was not a market buy or sell. It reflects a grant of Phantom Stock Units through automatic deferral of part of the director’s cash retainer, with value tied to the stock price but settled in cash after service ends.

What is the total Phantom Stock Unit balance for EMN’s director after this grant?

After this grant, the director holds 18,137 Phantom Stock Units. This total includes the newly credited 408 units and prior balances, along with dividend equivalents that have been reinvested into additional Phantom Stock Units over time.

How were the 408 Phantom Stock Units for EMN’s director funded?

The 408 Phantom Stock Units were funded through automatic deferral of a portion of the director’s annual retainer fees. Instead of receiving that portion in cash, the value was converted into Phantom Stock Units under the Directors' Deferred Compensation Plan.