Eastman (EMN) SVP Receives 2,200 Cash-Settled Phantom Stock Units

Rhea-AI Filing Summary

Adrian James Holt, Senior Vice President and Chief Human Resources Officer of Eastman Chemical Company (EMN), reported an acquisition on 08/28/2025 of 2,200 Phantom Stock Units under the company Executive Deferred Compensation Plan. Each phantom unit has a value equal to one share of common stock and is payable only in cash, subject to certain acceleration and early withdrawal provisions. The report shows a deemed price of $68.18 per share and lists 2,200 units beneficially owned following the transaction, held directly. The Form 4 was signed by Mark D. Austin by power of attorney on 08/29/2025.

Positive

• Insider acquisition: Adrian James Holt acquired 2,200 phantom stock units, signaling continued executive compensation alignment with company performance
• Clear disclosure: Transaction date (08/28/2025), unit count, and per-share value ($68.18) are explicitly reported

Negative

• Cash-settled units: Phantom stock units are payable only in cash, so the grant does not create direct equity ownership or affect share count

Insights

Financial Analyst

TL;DR: Insider acquired 2,200 phantom units valued at $68.18 each; transaction is modest in scale and non-equity cash-settled.

The filing documents a routine compensation-related acquisition rather than an open-market stock purchase. The 2,200 phantom units mirror common shares in value but are cash-settled, which affects direct share ownership metrics and dilution considerations. The transaction date is 08/28/2025 and the reported beneficial ownership after the grant is 2,200 units held directly. This is a standard executive deferred compensation action with limited immediate impact on share count or capital structure.

Corporate Governance Expert

TL;DR: Grant under deferred compensation plan aligns executive pay to stock performance but is cash-based and subject to plan provisions.

The Form 4 discloses phantom stock units granted under the Executive Deferred Compensation Plan, explicitly stating cash settlement and conditional payout features (acceleration and early withdrawal provisions). From a governance perspective, such grants tie long-term compensation to stock value without issuing equity. The report was filed by a single reporting person and executed by power of attorney on 08/29/2025.

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
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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^*

Holt Adrian James

(Last) (First) (Middle)

200 SOUTH 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)
	SVP, Chf HR Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	(1)	08/28/2025		J		2,200		(1)	(1)	Common Stock	2,200	$68.18	2,200	D

Explanation of Responses:

1. Phantom Stock Units acquired under the Executive Deferred Compensation Plan, each having a value equal to one share of issuer common stock and payable only in cash and subject to certain acceleration and early withdrawal provisions, after termination of employment. Additional Remarks

Remarks:

	/s/ Mark D. Austin, by Power of Attorney for Adrian James Holt	08/29/2025
	** 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.
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FAQ

What did Adrian James Holt report on Form 4 for EMN?

He reported receipt of 2,200 Phantom Stock Units under the Executive Deferred Compensation Plan on 08/28/2025.

Are the phantom units convertible to EMN common stock?

No; the filing states each unit has value equal to one share but is payable only in cash and not settled in stock.

What was the reported per-unit value for the grant?

The filing lists a per-share value of $68.18 associated with the 2,200 phantom units.

How many phantom units does Holt beneficially own after the transaction?

The report shows 2,200 units beneficially owned following the transaction, held directly.

When was the Form 4 signed and by whom?

The Form 4 was signed by Mark D. Austin by power of attorney for Adrian James Holt on 08/29/2025.