EASTMAN CHEMICAL CO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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EASTMAN CHEMICAL COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• See Annex A for reconciliation of financial measures under GAAP to non-GAAP measures.

Letter from our CEO and Board Chair

Focused on Success in 2025 and Beyond

Innovation remains at the heart of our strategy and is key to accelerating our growth. We have come a long way since we began this journey, and we continue to drive execution of our strategy to achieve our key milestones, drive commercial excellence, and deliver value for stockholders. Our new methanolysis facility in Kingsport, Tennessee, which began operations early last year, is providing new commercial opportunities and creating an exciting new vector of growth for the Company in 2025 and beyond.

2024 Performance Highlights

•Improved safety performance. We achieved the Company’s best-ever safety performance for personal safety incidents, and Tier 2 process safety events, reaffirming our commitment to approaching all that we do with a zero-incident mindset.•Delivered strong adjusted EPS growth. We delivered adjusted earnings per share (“EPS”) of $7.89 demonstrating the power of our innovation-driven strategy, which is enabling us to create our own growth and maintain commercial excellence in pricing. •Generated solid operating cash flow ("OCF"). We generated OCF of approximately $1.3 billion, which enabled us to invest in growth and return cash to stockholders.•Strengthened our circular leadership. We made significant progress on our circular strategy with the successful start-up of our new methanolysis facility in Kingsport, Tennessee. •Returned cash to stockholders. We returned approximately $680 million in cash to stockholders in the form of share repurchases and dividends, which we increased for the fifteenth consecutive year and underscores our commitment to driving stockholder returns.

Your Vote is Important for this Year’s Annual Meeting

As always, we encourage you to participate in this year’s Annual Meeting by attending the meeting virtually or voting your shares in advance for each of the items on this year’s agenda. Signing and returning a proxy card or submitting your proxy by Internet or telephone in advance of the meeting will not prevent you from voting electronically during the meeting if you attend virtually, but will assure that your vote is counted if you are unable to attend the meeting online. Whether you choose to vote by mail, online, or by telephone, I encourage you to vote as soon as possible.

We are grateful for the opportunity to represent our stockholders and serve the Company as we continue to strategically focus on sustainable long-term growth. We welcome and appreciate your input and support for our voting recommendations at our Annual Meeting on May 1, 2025.

Sincerely,

MARK J. COSTA

CEO and Board Chair

Letter from our Lead Director

Providing Effective Risk Oversight

The Board regularly reviews the Company’s risks related to strategic direction, financial markets, environmental sustainability, human capital, culture, and capital investment, among others. We supplement our oversight with external independent resources in key areas such as compensation, pay equity, cybersecurity, and Board composition. As the global business environment continues to evolve, we are confident in Eastman’s ability to navigate these changes, but will remain diligent in seeking opportunities, addressing risks, and adapting to meet the needs of our stakeholders.

Thank You for Your Continued Support

As a Board, we are thankful for the opportunity to represent our stockholders and serve the Company as we continue our strategic focus on driving sustainable long-term growth. We appreciate your continued support and hope you will vote at or in advance of our Annual Meeting on May 1, 2025.

Sincerely,

BRETT D. BEGEMANN

Lead Director

Note about forward-looking statements

Certain statements made in this proxy statement are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act (Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), including statements relating to our executive compensation programs; expectations, strategies, and plans for businesses and for the whole of Eastman; capital allocation; future financial results; environmental matters and opportunities (including potential risks associated with physical impacts of climate change and related voluntary and regulatory carbon requirements); and our sustainability objectives and plans, including our engagement efforts. In some cases, you can identify forward-looking statements by terminology such as “anticipates”, “believes”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “forecasts”, “will”, “would”, “could”, and similar expressions or expressions of the negative of these terms.

Forward-looking statements are based upon certain underlying assumptions as of the date such statements were made. Such assumptions are based upon internal estimates and other analyses of current market conditions and trends, management expectations, plans, and strategies, economic conditions, and other factors. Forward-looking statements and the underlying assumptions are necessarily subject to risks and uncertainties inherent in projecting future conditions and results. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions and expectations proves to be inaccurate or is unrealized. The known material factors, risks, and uncertainties that could cause actual results to differ materially from those in the forward-looking statements are identified and discussed in the Risk Factors section of our most recent annual or quarterly report and in other reports we have filed with the U.S. Securities and Exchange Commission (the “SEC”).

The Company cautions you not to place undue reliance on forward-looking statements, which speak only as of the date of this proxy statement. Except as may be required by law, the Company undertakes no obligation to update or alter these forward-looking statements, whether as a result of new information, future events, or otherwise. Investors are advised, however, to consult any further public Company disclosures (such as filings with the SEC, Company press releases, or pre-noticed public investor presentations) on related subjects. We include our website address (www.eastman.com) in this proxy statement only as an inactive textual reference and do not intend it to be an active link to our website. The contents of our website are not incorporated into and do not constitute part of this proxy statement.