Eastman Chemical (EMN) director boosts cash-settled phantom stock deferrals

Rhea-AI Filing Summary

BEGEMANN BRETT D reported acquisition or exercise transactions in this Form 4 filing.

Eastman Chemical director Brett D. Begemann increased his deferred compensation balance through phantom stock units rather than cash fees. On April 8, 2026, he was credited with 1,159 Phantom Stock Units valued at $74.27 each and an additional 408 units at $0 under the company’s Directors' Deferred Compensation Plan. These units track the value of one share of Eastman common stock but are payable only in cash after his board service ends. Following these awards and fee deferrals, Begemann holds 58,408 phantom stock units directly, including amounts from voluntary and automatic fee deferrals and reinvested dividend equivalents.

Insights

Equity compensation analyst

Routine fee deferral into cash-settled phantom units; no open-market trading.

Brett D. Begemann, a director of Eastman Chemical, elected to take part of his board retainer as Phantom Stock Units instead of cash. The units mirror Eastman’s share price but are payable only in cash after his board service ends.

These are classified as compensation-related acquisitions (code A), not market purchases or sales. The filing notes both voluntary and automatic deferrals plus dividend equivalents, making this a routine, non-cash adjustment to his long-term compensation rather than a directional bet on the stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider BEGEMANN BRETT D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	1,159	$74.27	$86K
Grant/Award	Phantom Stock Units	408	$0.00	--

Holdings After Transaction: Phantom Stock Units — 56,970 shares (Direct)

Footnotes (1)

1. 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 and payable only in cash after termination of service as a director. Voluntary deferral of a portion of director's retainer fees that would otherwise have been paid in cash. Includes dividend equivalents reinvested in additional Phantom Stock Units. Automatic deferral of a portion of director's annual retainer fees into the director's stock account of the Directors' Deferred Compensation Plan.

Key Figures

Phantom units granted (lot 1): 1,159 units Reference value per unit (lot 1): $74.27 Phantom units granted (lot 2): 408 units +3 more

6 metrics

Phantom units granted (lot 1) 1,159 units Grant on April 8, 2026 at $74.27 per unit

Reference value per unit (lot 1) $74.27 Value per Phantom Stock Unit credited April 8, 2026

Phantom units granted (lot 2) 408 units Additional grant on April 8, 2026 at $0 per unit

Total phantom units after lot 1 56,970 units Balance following first April 8, 2026 transaction

Total phantom units after lot 2 58,408 units Final balance after second April 8, 2026 transaction

Transaction count (derivative) 2 transactions Both coded A as grant/award acquisitions

Key Terms

Phantom Stock Units, Directors' Deferred Compensation Plan, dividend equivalents, Voluntary deferral, +1 more

5 terms

Phantom Stock Units financial

"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

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

dividend equivalents financial

"Includes dividend equivalents reinvested in additional Phantom Stock Units."

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

Voluntary deferral financial

"Voluntary deferral of a portion of director's retainer fees that would otherwise have been paid in cash."

automatic deferral financial

"Automatic deferral of a portion of director's annual retainer fees into the director's stock account"

Form 4 Insider Transactions: What Each Field Means →

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^*

BEGEMANN BRETT D

(Last) (First) (Middle)

200 S. WILCOX DRIVE

(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)
04/08/2026

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)
			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)	04/08/2026		A		1,159(1)(2)		(1)	(1)	Common Stock	1,159(1)(2)	$74.27(2)	56,970(3)	D
Phantom Stock Units	$0(1)	04/08/2026		A		408(4)		(1)	(1)	Common Stock	408(4)	$0(4)	58,408(3)	D

Explanation of Responses:

1. 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 and payable only in cash after termination of service as a director.

2. Voluntary deferral of a portion of director's retainer fees that would otherwise have been paid in cash.

3. Includes dividend equivalents reinvested in additional Phantom Stock Units.

4. Automatic deferral of a portion of director's annual retainer fees into the director's stock account of the Directors' Deferred Compensation Plan.

Remarks:

	/s/ Mark D. Austin, by Power of Attorney for Brett D. Begemann	04/10/2026
	** 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)

FAQ

What did Eastman Chemical (EMN) director Brett Begemann report in this Form 4?

Brett Begemann reported receiving additional Phantom Stock Units under Eastman Chemical’s Directors' Deferred Compensation Plan. These units result from deferring board retainer fees and track the value of common stock, but are ultimately payable only in cash after his board service ends.

How many Phantom Stock Units did Brett Begemann acquire in this Eastman Chemical (EMN) filing?

Begemann acquired 1,159 Phantom Stock Units at a reference value of $74.27 per unit and an additional 408 units at $0. Both entries are coded as compensation-related awards, reflecting deferred director fees rather than open-market stock purchases.

What is Brett Begemann’s total Phantom Stock Unit balance with Eastman Chemical (EMN)?

After these transactions, Begemann holds 58,408 Phantom Stock Units directly. The balance includes prior fee deferrals and dividend equivalents reinvested into additional units, all under the Directors' Deferred Compensation Plan and payable only in cash after his service as director ends.

Are Brett Begemann’s Phantom Stock Units in Eastman Chemical (EMN) actual shares?

The Phantom Stock Units are not actual shares. Each unit has a value equal to one share of Eastman common stock but is settled only in cash after the director leaves the board. They represent deferred compensation, not direct stock ownership or market purchases.

How were Eastman Chemical (EMN) director fees used to create these Phantom Stock Units?

Footnotes state the units come from voluntary deferral of a portion of Begemann’s retainer fees and an automatic deferral of part of his annual retainer into the plan. The account also includes dividend equivalents that are reinvested into additional Phantom Stock Units over time.