Eastman Chemical (NYSE: EMN) CEO nets shares from option exercise

Rhea-AI Filing Summary

Eastman Chemical CEO and Board Chair Mark J. Costa reported an insider equity transaction involving company stock on February 4, 2026. He exercised 48,649 employee stock options at an exercise price of $65.16 per share, receiving the same number of Eastman Chemical common shares.

A portion of these shares, 43,638, was withheld by Eastman Chemical to cover the option exercise price and tax withholding obligations in a net exercise, which the filing states does not represent a sale by Costa. After these transactions, Costa directly owned 458,997 shares of common stock, with an additional 3,231 shares held indirectly through an ESOP.

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^*

Costa Mark J

(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
X	Officer (give title below)		Other (specify below)
	CEO & Board Chair

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		48,649	A	$65.16	502,635	D
Common Stock	02/04/2026		F		43,638(1)(2)	D	$78.49	458,997	D
Common Stock								3,231	I	By ESOP

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			48,649	02/26/2017	02/25/2026	Common Stock	48,649	$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 Mark J. Costa	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.
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FAQ

What insider transaction did Eastman Chemical (EMN) CEO Mark J. Costa report?

Mark J. Costa reported exercising 48,649 employee stock options at $65.16 per share on February 4, 2026, receiving an equal number of Eastman Chemical common shares as part of his equity compensation.

How many Eastman Chemical (EMN) shares were withheld in the CEO’s net option exercise?

The filing shows 43,638 Eastman Chemical common shares were withheld to cover the option exercise price and tax withholding obligations, described as a net exercise and explicitly not treated as a sale by the reporting person.

How many Eastman Chemical (EMN) shares does CEO Mark J. Costa own after this Form 4?

After the reported transactions, Mark J. Costa directly owned 458,997 Eastman Chemical common shares, with an additional 3,231 shares held indirectly through an employee stock ownership plan (ESOP), according to the beneficial ownership table.

What derivative security did the Eastman Chemical (EMN) CEO exercise on February 4, 2026?

He exercised an employee stock option to buy 48,649 Eastman Chemical common shares at an exercise price of $65.16. Following the exercise, the option position reported in the filing showed zero derivative securities remaining beneficially owned.

Does the Form 4 show any open-market sale by Eastman Chemical (EMN) CEO Mark J. Costa?

The Form 4 describes shares withheld by Eastman Chemical to satisfy the exercise price and tax obligations in a net settlement and explicitly states this withholding does not represent a sale of shares by the reporting person.