Costa Mark J 4

What Happened
Mark J. Costa, Eastman Chemical Co. CEO and Board Chair, exercised 48,649 stock options on 2026-02-04. The option exercise entry shows an exercise price total of $3,169,969 (48,649 shares @ $65.16). To satisfy the exercise price and tax withholding, 43,638 shares were withheld (valued at $3,425,147, 43,638 shares @ $78.49). After the net settlement, Costa retained the remaining 5,011 shares. This was an option exercise with net settlement (cashless/net exercise), not an open-market purchase or a voluntary stock sale.

Key Details

• Transaction date: 2026-02-04; Form 4 filed 2026-02-06 (filed within the usual reporting window).
• Option exercise: 48,649 shares exercised @ $65.16 (total $3,169,969).
• Withholding to cover exercise price/taxes: 43,638 shares withheld @ $78.49 (value $3,425,147). Per filing footnotes, the withheld shares were retained by Eastman to satisfy obligations and do not represent a sale by the reporting person.
• Net shares delivered to insider: 5,011 shares (48,649 exercised − 43,638 withheld).
• Transaction codes: M = option exercise/conversion, F = payment of exercise price/tax withholding.
• Shares owned after transaction: Not specified in the provided filing excerpt.

Context
This was a routine net (cashless) exercise of stock options: the insider exercised options and elected to have shares withheld to cover the exercise cost and tax withholding. Withholding of shares to cover taxes is common and should not be read the same as an open-market sale. The filing appears timely (filed two days after the transaction).