Form 4: McLain William Thomas reports acquisition/exercise transactions in EMN

Rhea-AI Filing Summary

McLain William Thomas Jr. reported acquisition or exercise transactions in a Form 4 filing for EMN. The filing lists transactions totaling 15,883 shares. Following the reported transactions, holdings were 69,784 shares.

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^*

McLain William Thomas Jr.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		A		15,883(1)	A	$0	69,784	D

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. Determination of the number of performance shares earned for the three-year (2023- 2025) performance period.

Remarks:

	/s/ Mark D. Austin, by Power of Attorney for Willian T. McLain Jr.	02/13/2026
	** 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 its CFO?

Eastman Chemical’s CFO, William Thomas McLain Jr., reported acquiring 15,883 shares of common stock. The shares were granted at $0 per share as part of an equity award, rather than bought on the open market, and increased his direct holdings to 69,784 shares.

Was the Eastman Chemical (EMN) CFO’s Form 4 transaction a stock purchase or an award?

The Form 4 transaction for Eastman Chemical’s CFO was an equity award, not an open-market purchase. He received 15,883 common shares at $0 per share, reflecting a grant tied to performance, with the transaction code indicating a grant, award, or other acquisition.

How many Eastman Chemical (EMN) shares does the CFO own after this Form 4 filing?

Following the reported equity award, Eastman Chemical’s CFO directly owns 69,784 shares of common stock. This total includes the newly granted 15,883 shares that were awarded based on the company’s 2023–2025 performance period under its long-term incentive program.

What is the significance of the 15,883-share award reported by Eastman Chemical (EMN)?

The 15,883-share award represents performance shares earned by Eastman Chemical’s CFO for the 2023–2025 performance period. It indicates that specific performance criteria were assessed and converted into a stock grant, aligning executive compensation with the company’s multi-year results.

What does the footnote in the Eastman Chemical (EMN) Form 4 say about the shares?

The Form 4 footnote states the transaction reflects the determination of performance shares earned for the three-year 2023–2025 performance period. This clarifies that the 15,883 shares were awarded under a performance-based incentive plan, rather than acquired through a market transaction.

What role does the reporting person hold at Eastman Chemical (EMN)?

The reporting person, William Thomas McLain Jr., serves as Executive Vice President and Chief Financial Officer at Eastman Chemical. His position makes this Form 4 relevant, as it discloses changes in direct equity ownership by a key member of the company’s senior leadership team.