UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

June 27, 2025

EASTMAN CHEMICAL COMPANY

(Exact Name of Registrant as Specified in Its Charter)

(423) 229-2000

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On June 27, 2025, the Board of Directors (the “Board”) of Eastman Chemical Company (the “Company”) appointed Damon Audia as a director to serve until the Company’s 2026 Annual Meeting of Stockholders. He has been appointed to serve as a member of the Audit Committee, the Finance Committee, and the Environmental, Safety and Sustainability Committee of the Board. Mr. Audia will receive compensation consistent with the Company’s non-employee directors, which includes cash compensation and equity awards, as further described in the Company’s 2025 Proxy Statement filed with the Securities and Exchange Commission on March 21, 2025. Mr. Audia will also enter into an indemnification agreement with the Company.

There are no arrangements or understandings between Mr. Audia and any other persons pursuant to which he was appointed as a director. Mr. Audia does not have any family relationships with any of the Company’s directors or executive officers. There are no transactions and no proposed transactions between Mr. Audia and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On June 27, 2025, the Company issued a press release announcing Mr. Audia’s appointment to the Board as discussed in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 (d)    Exhibits

Exhibit 99.1 is furnished pursuant to Item 9.01(d).

99.1    Press Release announcing appointment of Damon Audia as a director.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Document

Exhibit 99.1

Eastman Board Appoints New Director

KINGSPORT, Tenn., June 27, 2025 – The Board of Directors of Eastman Chemical Company (NYSE:EMN) has appointed Mr. Damon Audia as a director. Audia is Senior Vice President and Chief Financial Officer for AGCO Corporation (NYSE:AGCO), an $11.7 billion global leader in agricultural machinery and precision ag technology.

“We are thrilled to welcome Damon to our Board of Directors. His extensive experience in finance and his strategic acumen will be invaluable as Eastman continues to pursue its vision of innovation and growth,” said Mark Costa, Board Chair and CEO. “Damon's leadership and deep understanding of business strategy and experience across diverse industries, including automotive and agriculture, will contribute significantly to our mission of delivering relevant and innovative solutions to our customers.”

Audia joined AGCO in 2022 as Chief Financial Officer. Prior to this, he held key financial leadership roles at Kennametal Inc., Carpenter Technology Corporation, and The Goodyear Tire & Rubber Company. Audia began his career in the automotive industry with Delphi Corporation and General Motors. He holds an MBA from Carnegie Mellon University and a bachelor’s degree in general studies from the University of Michigan.

Founded in 1920, Eastman is a global specialty materials company that produces a broad range of products found in items people use every day. With the purpose of enhancing the quality of life in a material way, Eastman works with customers to deliver innovative products and solutions while maintaining a commitment to safety and sustainability. The company’s innovation-driven growth model takes advantage of world-class technology platforms, deep customer engagement, and differentiated application development to grow its leading positions in attractive end markets such as transportation, building and construction, and consumables. As a globally inclusive company, Eastman employs approximately 14,000 people around the world and serves customers in more than 100 countries. The company had 2024 revenue of approximately $9.4 billion and is headquartered in Kingsport, Tennessee, USA. For more information, visit www.eastman.com.

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Contacts:

Media: Tracy Kilgore Addington

423-224-0498 / tracy@eastman.com

Investors: Greg Riddle

212-835-1620 / griddle@eastman.com