Eastman Chemical (NYSE: EMN) CFO exercises 3,013 options, updates holdings

Rhea-AI Filing Summary

Eastman Chemical Company’s EVP and CFO, William Thomas McLain Jr., reported an option-related share transaction. On 02/04/2026 he exercised employee stock options for 3,013 shares of common stock at an exercise price of $65.16 per share.

To cover the option exercise price and tax withholding in a “net exercise,” 2,636 shares were withheld by Eastman Chemical and not sold on the market. After these transactions, he directly beneficially owned 53,901 shares of Eastman Chemical common stock.

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^*

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)
02/04/2026

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	02/04/2026		M		3,013	A	$65.16	56,537	D
Common Stock	02/04/2026		F		2,636(1)(2)	D	$78.49	53,901	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
Employee Stock Option (right to buy)	$65.16	02/04/2026		M			3,013	02/26/2019	02/25/2026	Common Stock	3,013	$0	0	D

Explanation of Responses:

1. The reporting person exercised stock options and used a portion of the shares to pay the option exercise price and cover tax withholding obligations (a "net exercise") by electing to have the issuer withhold shares otherwise deliverable after the stock option exercise. The reporting person retained all of the remaining shares.

2. Represents the number of shares withheld by Eastman Chemical Company to satisfy the exercise price and tax withholding obligations in connection with the net settlement of the stock options and does not represent a sale of any shares by the Reporting Person.

Remarks:

	/s/ Mark D. Austin, by Power of Attorney for Willian T. McLain Jr.	02/06/2026
	** 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 CFO?

Eastman Chemical’s EVP and CFO, William Thomas McLain Jr., exercised employee stock options for 3,013 shares of common stock on February 4, 2026. This transaction converted previously granted options into directly held Eastman Chemical common shares.

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

In connection with the option exercise, 2,636 shares of Eastman Chemical common stock were withheld. The footnotes state these shares covered the option exercise price and tax withholding obligations and do not represent a market sale by the reporting person.

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

Following the reported transactions, EVP and CFO William Thomas McLain Jr. directly beneficially owned 53,901 shares of Eastman Chemical common stock. This figure reflects the impact of the option exercise and the shares withheld for exercise price and taxes.

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

The transaction code “M” on the Form 4 indicates the exercise or conversion of a derivative security, in this case an employee stock option. McLain exercised options for 3,013 shares of Eastman Chemical common stock at an exercise price of $65.16.

What does the transaction code "F" represent in this Eastman Chemical (EMN) filing?

The transaction code “F” reflects shares withheld to satisfy obligations, such as taxes or exercise costs. Here, 2,636 shares of Eastman Chemical common stock were withheld to cover the option exercise price and tax withholding, rather than being sold by the CFO.

Were any Eastman Chemical (EMN) shares actually sold by the CFO in this Form 4?

The footnotes explain that no shares were sold by the reporting person. Instead, Eastman Chemical withheld 2,636 shares to satisfy the option exercise price and tax withholding as part of a net exercise of employee stock options.