Kodak (NYSE: KODK) GC exercises 70,000 options, withholds shares for taxes

Rhea-AI Filing Summary

Eastman Kodak Company executive Roger W. Byrd, the General Counsel, Secretary and Senior Vice President, reported a stock option exercise and related share withholding. On 01/14/2026, he exercised a stock option for 70,000 shares of common stock at an exercise price of $3.09 per share, increasing his direct holdings to 129,266 shares immediately after the exercise.

On the same date, 39,995 shares of common stock were withheld at a price of $7.55 per share to cover the option exercise price and tax withholding obligations in a "net exercise". After this withholding, he directly owned 89,271 common shares. The option, granted under the Company’s 2013 Omnibus Incentive Plan and scheduled to expire on 01/15/2026, was exercised under a Board committee policy allowing net exercises within three months of expiration.

Byrd also reports holdings of 8,334 restricted stock units and 25,000 performance stock units, each convertible into common stock on a one-for-one basis and scheduled to vest on 05/17/2026, with the performance units and certain stock options vesting only if a volume-weighted average price condition is met. He additionally holds multiple vested or time- and performance-based stock options with exercise prices ranging from $3.03 to $12.50 and expirations including 02/19/2026, 02/19/2029 and 05/17/2030.

SEC Form 4

FORM 4

UNITED 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

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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^*

Byrd Roger W.

(Last) (First) (Middle)

C/O EASTMAN KODAK COMPANY

343 STATE STREET

(Street)

ROCHESTER NY 14650

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EASTMAN KODAK CO [ KODK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel, Sec., SVP

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01	01/14/2026		M		70,000(1)	A	$3.09	129,266	D
Common Stock, par value $.01	01/14/2026		F		39,995(1)	D	$7.55	89,271	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$3.09	01/14/2026		M			70,000(1)	(2)	01/15/2026	Common Stock, par value $.01	70,000	$0	0	D
Restricted Stock Units	$0(3)							(3)	(3)	Common Stock, par value $.01	8,334		8,334	D
Performance Stock Units	$0(4)							(4)	(4)	Common Stock, par value $.01	25,000		25,000	D
Stock Option (Right to Buy)	$4.28							(5)	05/17/2030	Common Stock, par value $.01	25,000		25,000	D
Stock Option (Right to Buy)	$4.28							(6)	05/17/2030	Common Stock, par value $.01	25,000		25,000	D
Stock Option (Right to Buy)	$3.03							(2)	02/19/2026	Common Stock, par value $.01	15,000		15,000	D
Stock Option (Right to Buy)	$4.53							(2)	02/19/2029	Common Stock, par value $.01	10,000		10,000	D
Stock Option (Right to Buy)	$6.03							(2)	02/19/2029	Common Stock, par value $.01	10,000		10,000	D
Stock Option (Right to Buy)	$12							(2)	02/19/2029	Common Stock, par value $.01	10,000		10,000	D
Stock Option (Right to Buy)	$12.5							(2)	09/13/2027	Common Stock, par value $.01	30,457		30,457	D

Explanation of Responses:

1. The reporting person exercised stock options and used a portion of the shares to pay the option exercise price and cover tax withholding obligations (a "net exercise") by electing to have the issuer withhold shares otherwise deliverable after the stock option exercise. The reporting person retained all of the remaining shares. The stock options were granted under the Company's 2013 Omnibus Incentive Plan, as amended, in a transaction exempt under Rule 16b-3, and were scheduled to expire on January 15, 2026. The reporting person exercised the stock options in a transaction exempt under Rule 16b-3 in accordance with a policy adopted by the Compensation, Governance and Nominating Committee of the Board of Directors allowing employees to net exercise stock options as long as the stock options are scheduled to expire within three months of the date of exercise.

2. This option is fully vested as of the date of this report.

3. These restricted stock units, which convert into common stock on a one-for-one basis, will vest on 5/17/2026, except as otherwise provided in the award notice.

4. These performance stock units, which convert into common stock on a one-for-one basis, will vest on 5/17/2026 if the volume-weighted average price per share of common stock within the 20 trading day period before the vesting date exceeds a specified price, except as otherwise provided in the award notice.

5. Two-thirds of the original grant of this option vested in substantially equal installments on each of 5/17/2024 and 5/17/2025, and except as otherwise provided in the award notice, the balance vests on 5/17/2026.

6. This option will vest on 5/17/2026 if the volume-weighted average price per share of common stock within the 20 trading day period before the vesting date exceeds a specified price, except as otherwise provided in the award notice.

	/s/ Roger W. Byrd	01/16/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did KODK executive Roger W. Byrd report?

Roger W. Byrd, General Counsel, Secretary and Senior Vice President of Eastman Kodak Company (KODK), reported exercising a stock option for 70,000 shares of common stock on 01/14/2026. The option had an exercise price of $3.09 per share and was granted under the company’s 2013 Omnibus Incentive Plan.

How many KODK shares does Roger W. Byrd own after this Form 4 transaction?

After the reported transactions on 01/14/2026, Roger W. Byrd directly owned 89,271 shares of Eastman Kodak common stock. This figure reflects the 70,000 shares acquired through option exercise and the 39,995 shares withheld to cover the exercise price and tax obligations in a net exercise.

What does the share withholding at $7.55 per share mean in the KODK Form 4?

The Form 4 shows a transaction coded F in which 39,995 shares of Eastman Kodak common stock were withheld at $7.55 per share. According to the footnotes, this represents a net exercise, where the issuer withheld part of the shares otherwise deliverable to pay the option exercise price and satisfy tax withholding obligations, rather than Byrd selling shares in the open market.

What equity awards from KODK’s 2013 Omnibus Incentive Plan are reported as still held?

Roger W. Byrd reports holding 8,334 restricted stock units and 25,000 performance stock units, each convertible into common stock on a one-for-one basis. He also holds multiple stock options with exercise prices between $3.03 and $12.50, with expiration dates including 02/19/2026, 02/19/2029 and 05/17/2030, all under Eastman Kodak’s 2013 Omnibus Incentive Plan.

When do Roger W. Byrd’s KODK restricted and performance stock units vest?

The Form 4 footnotes state that Byrd’s restricted stock units and performance stock units, each covering Eastman Kodak common stock on a one-for-one basis, are scheduled to vest on 05/17/2026. The performance stock units vest on that date only if the volume-weighted average price per share over the 20 trading days before vesting exceeds a specified price, subject to the terms in the award notice.

Were the exercised KODK options fully vested at the time of the transaction?

Yes. A footnote specifies that the stock option exercised for 70,000 shares was fully vested as of the date of the report. The option was originally scheduled to expire on 01/15/2026, and the exercise occurred in line with a company policy allowing employees to net exercise options within three months of their scheduled expiration.