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 B for reconciliation of financial measures under GAAP to non-GAAP measures.

Letter from our CEO and Board Chair

2025 Performance Highlights

•Generated operating cash flow approaching $1 billion.•Exceeded cost reduction goals, with aggressive actions that achieved approximately $100 million in savings versus our target of greater than $75 million.•Achieved Kingsport methanolysis facility operational goals, producing greater than 2.5 times production quantities and delivered approximately $60 million of incremental earnings in 2025 versus 2024.•Raised dividend for the 16th consecutive year and returned approximately $500 million to stockholders in 2025 through dividends and share repurchases.

2026 and Beyond - Strategic Priorities

We enter 2026 with a diverse portfolio, strong cash-generation capability, and a winning team that is well-positioned to drive earnings growth, improve our cost structure, and capture recovery-driven upside as market conditions improve. Given the continued macro uncertainty, which has been a headwind for our industry for over four years, we remain focused on self-help measures that we expect to deliver value in 2026. More specifically, we are increasing our cost structure reduction efforts that build upon the actions taken in 2025. In addition, we continue to benefit from our innovation model and portfolio that are creating growth opportunities, which are headlined by our Kingsport methanolysis facility. We are excited about our strategic plans to optimize performance, create new growth opportunities and deliver stockholder value in 2026 and beyond.

Your Vote is Important for this Year’s Annual Meeting

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 7, 2026.

Sincerely,

Mark J. Costa

CEO and Board Chair

Letter from our Lead Director

Succession Planning. Succession planning continues to be one of the most important priorities of this Board. We understand the importance of strong stewardship, leadership continuity and talent development—both at the board and management level. At the Board level, we endeavor to maintain a robust board succession planning and refreshment process. Since 2022, we have added four new directors to the Board. At the management level, the Board believes Eastman has a deep bench of senior leaders who have built a culture that is relentlessly focused on executing the Company’s innovation driven growth model. In addition, we remain focused on continued employee efforts to ensure that we have the talent and bench strength to meet tomorrow’s opportunities and challenges.

Thank You for Your Continued Support. On behalf of the Board, I invite you to please join us for our Annual Meeting of Stockholders on May 7, 2026 at 11:30 a.m. (EDT). Your vote is very important, and we encourage you to submit your voting instructions by proxy as described in this document. Thank you for your continued support of Eastman.

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 assumptions underlying them 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 Report on Form 10-K and in subsequent filings 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 publicly 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.