Eastman Chemical (EMN) CFO has shares withheld to cover performance award taxes

Rhea-AI Filing Summary

Eastman Chemical executive vice president and CFO William Thomas McLain Jr. reported a tax-related share disposition involving company common stock. On the reported date, 4,471 shares were withheld at a price of $80.26 per share to cover tax obligations tied to the payout of performance shares for the 2023–2025 performance period. After this tax-withholding disposition, he directly held 65,313 shares of Eastman Chemical common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider McLain William Thomas Jr.

Role EVP, CFO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	4,471	$80.26	$359K

Holdings After Transaction: Common Stock — 65,313 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

McLain William Thomas Jr.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		F		4,471(1)	D	$80.26	65,313	D

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. Shares of common stock withheld in payment of tax obligations related to the payout of performance shares for the 2023-2025 performance period.

Remarks:

	/s/ Mark D. Austin, by Power of Attorney for Willian T. McLain Jr.	02/20/2026
	** 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 did Eastman Chemical (EMN) CFO report in this Form 4 filing?

Eastman Chemical EVP and CFO William Thomas McLain Jr. reported a tax-withholding disposition of 4,471 common shares. The shares were withheld at $80.26 each to satisfy tax obligations related to a 2023–2025 performance share payout.

Was the Eastman Chemical (EMN) CFO’s Form 4 a market sale of shares?

No, the Form 4 shows shares withheld to pay taxes, not an open-market sale. 4,471 shares of common stock were retained by the company at $80.26 per share to cover tax obligations on performance share payouts.

How many Eastman Chemical (EMN) shares does the CFO hold after this transaction?

After the tax-withholding disposition, EVP and CFO William Thomas McLain Jr. directly holds 65,313 shares of Eastman Chemical common stock. This figure reflects his position immediately following the 4,471-share tax-related withholding.

What triggered the tax-withholding share disposition for Eastman Chemical (EMN) CFO?

The disposition was triggered by tax obligations from the payout of performance shares for the 2023–2025 performance period. To satisfy these taxes, 4,471 common shares were withheld at $80.26 per share instead of conducting a separate cash payment.

What does transaction code F mean in the Eastman Chemical (EMN) Form 4?

Transaction code F indicates a disposition of shares to pay an exercise price or tax liability. Here, 4,471 Eastman Chemical common shares were withheld specifically to cover tax obligations tied to a performance share payout, rather than being sold on the open market.