Eastman (EMN) director defers pay into 487 phantom units; 14,377 units total

Rhea-AI Filing Summary

Insider filing for Eastman Chemical Co. (EMN) reports that director Julie Fasone received 487 phantom stock units under the Directors' Deferred Compensation Plan on 10/07/2025. These units mirror the market value of one share each and are payable only in cash after she leaves board service. The filing shows 14,377 common-stock-equivalent units beneficially owned after the transaction, which includes 324 units credited since 04/07/2025 from reinvested dividend equivalents. The 487 units represent an automatic deferral of part of her annual retainer that would otherwise have been paid in cash. The filing was signed by a power of attorney on 10/09/2025.

Positive

• 487 phantom units credited on 10/07/2025 increases director alignment with shareholder value
• Automatic deferral of retainer fees converts cash compensation into share‑linked exposure without issuing stock
• 324 dividend-equivalent units credited since 04/07/2025 indicate reinvestment of compensation into share‑linked units

Negative

• None.

Insights

Corporate Governance Specialist

Director deferred-compensation credits align pay with shareholder value without issuing new shares.

Phantom stock units are cash-settled instruments that track common-stock value, so the award increases the director's economic exposure to share performance without diluting equity. The 487-unit credit appears to be an administrative deferral of retainer fees rather than a discretionary equity grant.

This structure reduces immediate cash payout while preserving alignment; monitor aggregate phantom and cash obligations at annual report disclosure times to assess potential future cash outflows tied to stock performance.

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^*

Holder Julie Fasone

(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)	14,377(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 324 units credited since April 7, 2025 as hypothetical reinvestment of dividend equivalents.

Remarks:

	/s/ Mark D. Austin, by Power of Attorney for Julie Fasone Holder	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 Julie Fasone report on Form 4 for EMN?

She reported receipt of 487 phantom stock units under the Directors' Deferred Compensation Plan on 10/07/2025, increasing her total to 14,377 common-stock-equivalent units.

Are the phantom stock units actual shares of EMN?

No. The units are cash-settled and have a value equal to one share each; they are payable only in cash after termination of director service.

Why were the 487 units issued to the director?

They represent an automatic deferral of a portion of the director's annual retainer that otherwise would have been paid in cash.

How many units were credited from dividend equivalents?

324 units were credited since 04/07/2025 as hypothetical reinvestment of dividend equivalents.

Does this Form 4 indicate any share disposals by the director?

No. The filing shows an acquisition of phantom units and reports total beneficial ownership; it does not disclose any common-share sales.