Kodak (NYSE: KODK) counsel nets shares after option exercise and tax withholding

Rhea-AI Filing Summary

Eastman Kodak executive Roger W. Byrd, General Counsel and Senior Vice President, exercised stock options for 15,000 shares of common stock on February 17, 2026. The options converted into common stock at a price of $3.03 per share through an option exercise.

As part of a net exercise, 8,107 shares of common stock at $7.72 per share were withheld to cover the option exercise price and tax withholding obligations, and he retained the remaining shares. After these transactions, he directly owned 96,164 shares of common stock.

Byrd also holds 8,334 restricted stock units and 25,000 performance stock units, both convertible into common stock on a one-for-one basis and scheduled to vest on May 17, 2026, with the performance units vesting only if a specified volume-weighted average price condition is met.

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)
02/17/2026

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	02/17/2026		M		15,000(1)	A	$3.03	104,271	D
Common Stock, par value $.01	02/17/2026		F		8,107(1)	D	$7.72	96,164	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)	$3.03	02/17/2026		M			15,000(1)	(2)	02/19/2026	Common Stock, par value $.01	15,000	$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)	$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 February 19, 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, Nominating and Governance 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	02/18/2026
	** Signature of Reporting Person	Date
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).
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FAQ

What did Eastman Kodak (KODK) executive Roger W. Byrd report in this Form 4?

Roger W. Byrd reported exercising stock options for 15,000 Kodak shares and using part of the resulting stock to cover exercise and tax obligations, ending with 96,164 directly held common shares.

How many Eastman Kodak shares did Roger W. Byrd acquire and retain?

He exercised options covering 15,000 shares at $3.03 per share. After shares were withheld to pay the exercise price and taxes, he directly held 96,164 shares of Eastman Kodak common stock.

Were any Eastman Kodak shares sold on the open market in this Form 4?

The filing shows 8,107 shares used to pay the option exercise price and tax withholding at $7.72 per share. This is a tax-withholding disposition to the issuer, not an open-market sale to third-party buyers.

What equity awards does Roger W. Byrd still hold at Eastman Kodak (KODK)?

He continues to hold 8,334 restricted stock units and 25,000 performance stock units, each convertible into common stock one-for-one and scheduled to vest on May 17, 2026, subject to applicable vesting and performance conditions.

What is a net exercise as used in this Eastman Kodak Form 4?

A net exercise means the option holder uses some of the shares received from an option exercise to pay the exercise price and tax withholding. The remaining shares are retained by the insider instead of paying cash out-of-pocket.

What conditions affect the vesting of Roger W. Byrd’s performance stock units at Kodak?

The performance stock units vest on May 17, 2026 only if the 20-day volume-weighted average price of Kodak common stock before that date exceeds a specified price, subject to any alternative terms in the award notice.