Eastman Chemical (NYSE: EMN) CEO has shares withheld for tax obligations

Rhea-AI Filing Summary

Eastman Chemical CEO and board chair Mark J. Costa reported a tax-related share disposition. On the payout of performance shares for the 2023-2025 performance period, 25,260 shares of common stock were withheld to cover tax obligations at a price of $80.26 per share. After this withholding, Costa directly owns 497,929 shares of Eastman Chemical common stock, and indirectly holds 3,227 shares through an ESOP arrangement.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Costa Mark J

Role CEO & Board Chair

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	25,260	$80.26	$2.03M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 497,929 shares (Direct); Common Stock — 3,227 shares (Indirect, By ESOP)

Footnotes (1)

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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^*

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)
02/18/2026

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	02/18/2026		F		25,260(1)	D	$80.26	497,929	D
Common Stock								3,227	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

Explanation of Responses:

1. Shares of common stock withheld in payment of tax obligations related to the payout of performance shares for the 2023-2025 performance period.

Remarks:

	/s/ Mark D. Austin, by Power of Attorney for Mark J. Costa	02/20/2026
	** 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 Mark J. Costa?

Eastman Chemical CEO Mark J. Costa reported a tax-related share disposition. The company withheld 25,260 common shares to satisfy tax obligations tied to performance share payouts for the 2023-2025 performance period, rather than executing an open-market sale.

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

A total of 25,260 Eastman Chemical common shares were withheld for tax obligations. The withholding relates to the payout of performance shares for the 2023-2025 performance period, reflecting a non-open-market disposition coded as tax-liability settlement.

At what price were the withheld Eastman Chemical (EMN) shares valued?

The withheld 25,260 Eastman Chemical common shares were valued at $80.26 per share. This price is used for calculating the tax-withholding disposition associated with the performance share payout for the 2023-2025 performance period.

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

After the tax-withholding disposition, Mark J. Costa directly owns 497,929 Eastman Chemical common shares. In addition, he has an indirect holding of 3,227 shares through an ESOP, as reported in the Form 4 filing.

Was the Eastman Chemical (EMN) CEO’s Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. The 25,260 Eastman Chemical shares were withheld to cover tax obligations related to performance share payouts, classified as a tax-withholding disposition rather than a discretionary market sale.

What is the purpose of the Eastman Chemical (EMN) performance shares mentioned in the Form 4?

The performance shares relate to Eastman Chemical’s 2023-2025 performance period. When these performance shares paid out, a portion of the resulting common stock, 25,260 shares, was withheld by the company to satisfy associated tax obligations for CEO Mark J. Costa.