Eastman Chemical (EMN) officer has shares withheld to cover tax liability

Rhea-AI Filing Summary

Eastman Chemical Company Controller and Chief Accounting Officer Michelle Renee Stewart reported a tax-related share disposition. On the reported date, 1,063 shares of common stock 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 withholding, her directly owned common stock holdings were 7,209 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^*

Stewart Michelle Renee

(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)
	Controller & CAO

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		1,063(1)	D	$80.26	7,209	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 Michelle Renee Stewart	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).
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FAQ

What insider transaction did Eastman Chemical (EMN) report for Michelle Renee Stewart?

Eastman Chemical reported that Controller and CAO Michelle Renee Stewart had 1,063 common shares withheld to satisfy tax obligations. The withholding related to the payout of performance shares for the 2023-2025 performance period, and it reduced the shares she holds directly, not an open-market sale.

Was the Eastman Chemical (EMN) Form 4 transaction a sale of shares?

The Form 4 transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld to pay tax obligations arising from the payout of performance shares for the 2023-2025 performance period, as described in the filing’s footnote, rather than being sold to outside investors.

How many Eastman Chemical (EMN) shares were withheld for taxes in this Form 4?

The Form 4 shows 1,063 shares of Eastman Chemical common stock were withheld. These shares covered tax obligations associated with the payout of performance shares for the 2023-2025 performance period, and they were valued at $80.26 per share for this withholding transaction.

What is Michelle Renee Stewart’s Eastman Chemical (EMN) shareholding after the reported transaction?

After the tax-withholding disposition, Michelle Renee Stewart directly owned 7,209 shares of Eastman Chemical common stock. This figure reflects her holdings following the withholding of 1,063 shares used to satisfy tax obligations related to the 2023-2025 performance share payout.

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

The transaction code “F” on the Form 4 indicates shares were disposed of to pay tax liabilities or exercise costs. In this case, common shares were withheld specifically to satisfy tax obligations tied to the payout of performance shares for the 2023-2025 performance period.