STOCK TITAN

Director Philippe Katz (KODK) receives RSUs and defers vested shares into phantom stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Eastman Kodak director and 10% owner Philippe D. Katz reported routine equity compensation and related deferrals. He received 12,726 restricted stock units that convert into common stock on a one-for-one basis under the company’s 2013 Omnibus Incentive Plan, generally vesting immediately before the 2027 annual shareholder meeting.

Upon vesting of a prior grant of 16,393 restricted stock units on May 19, 2026, Katz deferred the related common shares under Eastman Kodak’s Deferred Compensation Plan for Directors and instead received 16,393 shares of phantom stock, each representing a right to one share of common stock payable after his board service ends, in either a lump sum or up to ten annual installments. The filing also lists existing holdings, including 187,026 shares of common stock held directly, additional shares held indirectly by entities such as KF Investors LLC and Momar Corporation with Katz disclaiming beneficial ownership except for his pecuniary interest, and vested stock options over specified amounts of common stock at exercise prices between $3.03 and $12.00 per share. No open-market purchases or sales are reported.

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Insider Katz Philippe D
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Units 12,726 $0.00 --
Disposition Restricted Stock Units 16,393 $0.00 --
Grant/Award Phantom Stock 16,393 $0.00 --
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Common Stock, par value $.01 -- -- --
holding Common Stock, par value $.01 -- -- --
holding Common Stock, par value $.01 -- -- --
holding Common Stock, par value $.01 -- -- --
holding Common Stock, par value $.01 -- -- --
holding Common Stock, par value $.01 -- -- --
Holdings After Transaction: Restricted Stock Units — 12,726 shares (Direct, null); Phantom Stock — 142,264 shares (Direct, null); Stock Option (Right to Buy) — 25,297 shares (Direct, null); Common Stock, par value $.01 — 187,026 shares (Direct, null); Common Stock, par value $.01 — 2,522,011 shares (Indirect, Owned by KF Investors LLC)
Footnotes (1)
  1. Mr. Katz disclaims beneficial ownership of the securities held by KF Investors LLC, an entity of which Mr. Katz is a managing member, except to the extent of his pecuniary interest therein. Mr. Katz disclaims beneficial ownership of the securities held by Momar Corporation, an entity in which Mr. Katz has an ownership interest, except to the extent of his pecuniary interest therein. Mr. Katz disclaims beneficial ownership of the securities held by United Equities Commodities Company, an entity of which Mr. Katz is a general partner, except to the extent of his pecuniary interest therein. Mr. Katz disclaims beneficial ownership of the securities held by Marneu Holding Company, an entity of which Mr. Katz is a partner, except to the extent of his pecuniary interest therein. Mr. Katz disclaims beneficial ownership of the securities held by 111 John Realty Corp., an entity in which Mr. Katz has an ownership interest, except to the extent of his pecuniary interest therein. These restricted stock units convert into common stock on a one-for-one basis. Upon vesting on 5/19/2026, Mr. Katz deferred the receipt of 16,393 shares of common stock and received instead 16,393 shares of phantom stock pursuant to the terms of the Eastman Kodak Company Deferred Compensation Plan for Directors (the "Plan"). As a result, Mr. Katz is reporting the disposition of 16,393 shares of common stock in exchange for an equal number of shares of phantom stock under the Plan. Each share of phantom stock represents a right to receive one share of common stock and becomes payable at the election of Mr. Katz in the year following the year of his separation from service as a director in either a single lump sum payment or in a maximum of ten annual installments. These restricted stock units, which convert into common stock on a one-for-one basis, were granted under the Company's 2013 Omnibus Incentive Plan, as amended, in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on the day immediately preceding the Company's 2027 annual meeting of shareholders. This option has fully vested as of the date of this report.
RSU grant 12,726 units Restricted stock units granted; one-for-one into common stock
RSUs converted to phantom stock 16,393 units Vested RSUs exchanged for phantom stock on May 19, 2026
Direct common shares 187,026 shares Common stock held directly by Philippe D. Katz
KF Investors LLC indirect holding 2,522,011 shares Common stock owned by KF Investors LLC; Katz disclaims beneficial ownership beyond pecuniary interest
Stock option at $12.00 4,400 underlying shares Vested stock option, exercise price $12.0000, expires May 19, 2030
Stock option at $3.03 25,297 underlying shares Vested stock option, exercise price $3.0300, expires May 19, 2027
Phantom stock balance 142,264 units Total phantom stock units following latest 16,393-unit grant
phantom stock financial
"Each share of phantom stock represents a right to receive one share of common stock"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Deferred Compensation Plan for Directors financial
"received instead 16,393 shares of phantom stock pursuant to the terms of the Eastman Kodak Company Deferred Compensation Plan for Directors"
A deferred compensation plan for directors is an arrangement that lets board members postpone receiving part of their pay until a later date—often retirement or a set future time—so the money can grow or be paid under specified conditions. Think of it like directing a portion of your paycheck into a locked savings account that pays out later; investors care because it creates future cash or stock obligations, signals how the company motivates and retains leadership, and can affect shareholder value through timing of payouts or potential dilution.
2013 Omnibus Incentive Plan financial
"These restricted stock units... were granted under the Company's 2013 Omnibus Incentive Plan, as amended"
Rule 16b-3 regulatory
"were granted under the Company's 2013 Omnibus Incentive Plan, as amended, in a transaction exempt under Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
restricted stock units financial
"These restricted stock units convert into common stock on a one-for-one basis"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
Katz Philippe D

(Last)(First)(Middle)
C/O EASTMAN KODAK COMPANY
343 STATE STREET

(Street)
ROCHESTER NEW YORK 14650

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
EASTMAN KODAK CO [ KODK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, par value $.01187,026D
Common Stock, par value $.012,522,011IOwned by KF Investors LLC(1)
Common Stock, par value $.011,569,870IOwned by Momar Corporation(2)
Common Stock, par value $.017,598IOwned by United Equities Commodities Company(3)
Common Stock, par value $.0187,720IOwned by Marneu Holding Company(4)
Common Stock, par value $.0148,875IOwned by 111 John Realty Corp.(5)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0(6)05/19/2026D16,393(6)05/19/202605/19/2026Common Stock, par value $.0116,393$00D
Phantom Stock$0(7)05/19/2026A16,393 (7) (7)Common Stock, par value $.0116,393$0142,264D
Restricted Stock Units$0(8)05/20/2026A12,726 (8) (8)Common Stock, par value $.0112,726$012,726D
Stock Option (Right to Buy)$3.03 (9)05/19/2027Common Stock, par value $.0125,29725,297D
Stock Option (Right to Buy)$4.53 (9)05/19/2030Common Stock, par value $.017,6997,699D
Stock Option (Right to Buy)$6.03 (9)05/19/2030Common Stock, par value $.017,6997,699D
Stock Option (Right to Buy)$12 (9)05/19/2030Common Stock, par value $.014,4004,400D
Explanation of Responses:
1. Mr. Katz disclaims beneficial ownership of the securities held by KF Investors LLC, an entity of which Mr. Katz is a managing member, except to the extent of his pecuniary interest therein.
2. Mr. Katz disclaims beneficial ownership of the securities held by Momar Corporation, an entity in which Mr. Katz has an ownership interest, except to the extent of his pecuniary interest therein.
3. Mr. Katz disclaims beneficial ownership of the securities held by United Equities Commodities Company, an entity of which Mr. Katz is a general partner, except to the extent of his pecuniary interest therein.
4. Mr. Katz disclaims beneficial ownership of the securities held by Marneu Holding Company, an entity of which Mr. Katz is a partner, except to the extent of his pecuniary interest therein.
5. Mr. Katz disclaims beneficial ownership of the securities held by 111 John Realty Corp., an entity in which Mr. Katz has an ownership interest, except to the extent of his pecuniary interest therein.
6. These restricted stock units convert into common stock on a one-for-one basis. Upon vesting on 5/19/2026, Mr. Katz deferred the receipt of 16,393 shares of common stock and received instead 16,393 shares of phantom stock pursuant to the terms of the Eastman Kodak Company Deferred Compensation Plan for Directors (the "Plan"). As a result, Mr. Katz is reporting the disposition of 16,393 shares of common stock in exchange for an equal number of shares of phantom stock under the Plan.
7. Each share of phantom stock represents a right to receive one share of common stock and becomes payable at the election of Mr. Katz in the year following the year of his separation from service as a director in either a single lump sum payment or in a maximum of ten annual installments.
8. These restricted stock units, which convert into common stock on a one-for-one basis, were granted under the Company's 2013 Omnibus Incentive Plan, as amended, in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on the day immediately preceding the Company's 2027 annual meeting of shareholders.
9. This option has fully vested as of the date of this report.
/s/ Roger W. Byrd, Attorney-in-Fact for Philippe D. Katz05/21/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did Philippe D. Katz report for EASTMAN KODAK CO (KODK)?

Philippe D. Katz reported a grant of 12,726 restricted stock units that convert into common stock on a one-for-one basis. These units were granted under Eastman Kodak’s 2013 Omnibus Incentive Plan and are scheduled to vest immediately before the company’s 2027 annual shareholder meeting.

How did Philippe D. Katz use phantom stock in this KODK Form 4 filing?

Upon vesting of 16,393 restricted stock units on May 19, 2026, Katz deferred the related common stock and received 16,393 phantom stock units instead. Each phantom stock unit represents a right to one share of common stock, payable after his separation from service as a director.

Did Philippe D. Katz buy or sell Eastman Kodak (KODK) shares on the open market?

The Form 4 does not report any open-market purchases or sales of Eastman Kodak common stock by Katz. Reported changes involve equity awards, deferral into phantom stock, and updated holdings, rather than transactions coded as open-market buys or sells.

What common stock holdings for Philippe D. Katz are shown in this KODK Form 4?

The filing lists 187,026 Eastman Kodak common shares held directly by Katz. It also shows additional common shares held indirectly through entities such as KF Investors LLC, Momar Corporation, and others, where Katz disclaims beneficial ownership except to the extent of his pecuniary interest.

What stock options does Philippe D. Katz hold in Eastman Kodak (KODK)?

Katz holds several vested stock options over Eastman Kodak common stock, including options with exercise prices of $12.00, $6.03, $4.53, and $3.03 per share. The options have stated expiration dates, including May 19, 2027 and May 19, 2030, as detailed in the filing.

How and when is Philippe D. Katz’s phantom stock in KODK payable?

Each phantom stock share entitles Katz to one share of Eastman Kodak common stock. According to the plan terms, the phantom stock becomes payable in the year following his separation as a director, either in a single lump sum or in up to ten annual installments.