Eastman Chemical (EMN) director defers award into 1,628 Phantom Stock Units

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Audia Damon J reported acquisition or exercise transactions in this Form 4 filing.

Eastman Chemical director Damon J. Audia reported a compensation-related grant of 1,628 Phantom Stock Units on May 7, 2026. These units, each valued at $73.69, are credited under the Directors' Deferred Compensation Plan and bring his total phantom units to 4,274.

The units will vest on May 7, 2027 and are payable only in cash, not stock. According to the footnotes, this represents a deferral of the value of his annual non-employee director restricted stock award that otherwise would have been paid in common shares, making this a routine, non-market transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Audia Damon J

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	1,628	$73.69	$120K

Holdings After Transaction: Phantom Stock Units — 4,274 shares (Direct, null)

Footnotes (1)

Unvested Phantom Stock Units credited under the Directors' Deferred Compensation Plan, each having a value equal to the market of one share of issuer common stock. The Phantom Stock Units will vest on May 7, 2027, and are payable only in cash. Deferral at election of director of value of annual non-employee director restricted stock award that would otherwise have been paid in common stock.

Key Figures

Phantom Stock Units granted: 1,628 units Reference value per unit: $73.69 per unit Total Phantom Stock Units after grant: 4,274 units +1 more

4 metrics

Phantom Stock Units granted 1,628 units Grant on May 7, 2026

Reference value per unit $73.69 per unit Phantom Stock Units grant

Total Phantom Stock Units after grant 4,274 units Holdings following transaction

Vesting date May 7, 2027 Phantom Stock Units vesting

Key Terms

Phantom Stock Units, Directors' Deferred Compensation Plan, restricted stock award

3 terms

Phantom Stock Units financial

"Unvested Phantom Stock Units credited under the Directors' Deferred Compensation Plan, each having a value equal to the market 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

"Unvested Phantom Stock Units credited under the Directors' Deferred Compensation Plan, each having a value equal to the market"

restricted stock award financial

"Deferral at election of director of value of annual non-employee director restricted stock award that would otherwise have been paid"

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

Form 4 Insider Transactions: What Each Field Means →

05/11/2026 - 04:05 PM

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^*

Audia Damon J

(Last)

(First)

(Middle)

200 SOUTH WILCOX DR

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽¹⁾	05/07/2026		A		1,628⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	1,628⁽¹⁾	$73.69⁽²⁾	4,274	D

Explanation of Responses:

1. Unvested Phantom Stock Units credited under the Directors' Deferred Compensation Plan, each having a value equal to the market of one share of issuer common stock. The Phantom Stock Units will vest on May 7, 2027, and are payable only in cash.

2. Deferral at election of director of value of annual non-employee director restricted stock award that would otherwise have been paid in common stock.

Remarks:

	/s/ Mark D. Austin, by Power of Attorney for Damon J. Audia	05/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Eastman Chemical (EMN) director Damon Audia report?

Damon J. Audia reported receiving 1,628 Phantom Stock Units as a compensation-related award. The units were credited under Eastman Chemical’s Directors' Deferred Compensation Plan instead of receiving the annual non-employee director restricted stock award directly in common shares.

Are Damon Audia’s reported Phantom Stock Units in EMN an open-market stock purchase?

No, the 1,628 Phantom Stock Units represent a grant under a deferred compensation plan, not an open-market purchase. They track the value of Eastman Chemical common stock but are payable only in cash and arise from deferring a restricted stock award.

When do Damon Audia’s 1,628 Phantom Stock Units in Eastman Chemical vest?

The 1,628 Phantom Stock Units will vest on May 7, 2027. Until vesting, they remain unvested units credited under the Directors' Deferred Compensation Plan and continue to reflect the market value of one share of Eastman Chemical common stock per unit.

How many Phantom Stock Units does Damon Audia hold after this EMN Form 4 transaction?

After the May 7, 2026 grant of 1,628 Phantom Stock Units, Damon J. Audia holds a total of 4,274 Phantom Stock Units. These units are part of his deferred director compensation and are payable only in cash rather than in Eastman Chemical common shares.

What is the value basis of Damon Audia’s Phantom Stock Units in Eastman Chemical (EMN)?

Each Phantom Stock Unit has a value equal to the market value of one share of Eastman Chemical common stock. The reported grant used a reference price of $73.69 per unit, and the units are ultimately settled in cash under the deferred compensation plan.