EMN insider filing: 487 deferred units added, holdings now 17,407

Rhea-AI Filing Summary

James J. O'Brien, a director of Eastman Chemical Co. (EMN), acquired 487 phantom stock units under the company's Directors' Deferred Compensation Plan on 10/07/2025. These units are valued like common shares but are payable only in cash after he leaves board service. The report shows 17,407 shares (or equivalent units) beneficially owned following the transaction, which includes 395 additional units credited since 04/07/2025 from reinvested dividend equivalents. The 487 units arose from an automatic deferral of part of his annual retainer that would otherwise have been paid in cash; the per‑unit price for the phantom units is reported as $0 for administrative reporting purposes.

Positive

• 487 phantom units credited via automatic deferral on 10/07/2025, aligning director compensation with shareholder value
• 17,407 total beneficial units/shares after the transaction, showing continued director stake and alignment
• 395 dividend-equivalent units added since 04/07/2025, indicating reinvestment of cash equivalents into deferred holdings

Negative

• None.

Insights

Corporate Governance Specialist

Director deferred compensation increased his cash‑payable phantom holdings by 487 units.

The transaction reflects an automatic deferral of director retainer fees into the Directors' Deferred Compensation Plan, creating 487 phantom stock units on 10/07/2025. These units mirror the market value of common stock but are settled in cash after service ends, so they do not immediately change voting power.

The main dependency is the plan's cash‑settlement feature: these units create future cash exposure tied to share price and dividend reinvestment, evidenced by 395 dividend-equivalent units credited since 04/07/2025. Monitor annual retainer deferral elections and any future exercises or payouts for timing of cash obligations within a 1–5 year horizon.

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^*

OBRIEN JAMES J /KY

(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)	17,407(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 into the director's stock account of the Directors' Deferred Compensation Plan, which would otherwise have been paid in cash.

3. Includes 395 units credited since April 7, 2025 as hypothetical reinvestment of dividend equivalents.

Remarks:

	/s/ Mark D. Austin, by Power of Attorney for James J. O'Brien	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 EMN director James J. O'Brien acquire on 10/07/2025?

He received 487 phantom stock units under the Directors' Deferred Compensation Plan on 10/07/2025 through automatic deferral of retainer fees.

How many total shares or equivalent does James J. O'Brien beneficially own after the Form 4?

The report shows 17,407 shares or equivalent units beneficially owned following the reported transaction.

Are the phantom units settled in stock or cash?

The phantom units are payable only in cash after termination of service as a director, not as common stock.

Why were 395 additional units credited since 04/07/2025?

Those 395 units reflect hypothetical reinvestment of dividend equivalents credited to the director's deferred account since 04/07/2025.

What price is reported for the derivative units on the Form 4?

The Form 4 lists the derivative units' price as $0 for reporting purposes.