Kodak (KODK) CEO reports PSU vesting, RSU holdings and tax share withholdings

Rhea-AI Filing Summary

Eastman Kodak Executive Chairman and CEO James V. Continenza reported equity compensation activity on February 12, 2026. He acquired 122,549 and 56,079 shares of common stock at $0 per share upon vesting of performance-based restricted stock units granted under Kodak’s 2013 Omnibus Incentive Plan.

To cover tax withholding on these vestings, 4,173 and 2,103 shares were disposed of at $7.53 per share. Following these transactions, he directly beneficially owns 3,050,896 Kodak common shares. He also holds multiple restricted stock unit awards, phantom stock units and fully vested stock options, with RSUs scheduled to vest between 2026 and 2028 and options expiring on February 19, 2029.

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^*

CONTINENZA JAMES V

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		A		122,549(1)	A	$0	3,001,093	D
Common Stock, par value $.01	02/12/2026		F		4,173(2)	D	$7.53	2,996,920	D
Common Stock, par value $.01	02/12/2026		A		56,079(3)	A	$0	3,052,999	D
Common Stock, par value $.01	02/12/2026		F		2,103(2)	D	$7.53	3,050,896	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
Restricted Stock Units	$0(4)							(4)	(4)	Common stock, par value $.01	100,000		100,000	D
Restricted Stock Units	$0(5)							(5)	(5)	Common Stock, par value $.01	196,336		196,336	D
Restricted Stock Units	$0(6)							(6)	(6)	Common Stock, par value $.01	114,943		114,943	D
Restricted Stock Units	$0(7)							(7)	(7)	Common Stock, par value $.01	163,613		163,613	D
Phantom Stock	$0(8)							(8)	(8)	Common Stock, par value $.01	241,589		241,589	D
Stock Option (Right to Buy)	$4.53							(9)	02/19/2029	Common Stock, par value $.01	298,780		298,780	D
Stock Option (Right to Buy)	$6.03							(9)	02/19/2029	Common Stock, par value $.01	298,780		298,780	D
Stock Option (Right to Buy)	$12							(9)	02/19/2029	Common Stock, par value $.01	170,733		170,733	D
Stock Option (Right to Buy)	$4.53							(9)	02/19/2029	Common Stock, par value $.01	350,000		350,000	D
Stock Option (Right to Buy)	$6.03							(9)	02/19/2029	Common Stock, par value $.01	350,000		350,000	D
Stock Option (Right to Buy)	$12							(9)	02/19/2029	Common Stock, par value $.01	200,000		200,000	D

Explanation of Responses:

1. These shares were awarded to Mr. Continenza upon the vesting of performance-based restricted stock units ("PSUs") granted to him on 3/26/2024 under the Company's Amended and Restated 2013 Omnibus Incentive Plan (the "Plan") in a transaction exempt under Rule 16b-3. The first tranche vested on 2/20/2025, this second tranche vested on 2/12/2026 and the third tranche will vest over the next year, subject to the Company's achievement of certain financial criteria.

2. Shares withheld to cover tax withholding obligations on the vesting of PSUs.

3. These shares were awarded to Mr. Continenza upon the vesting of PSUs granted to him on 2/20/2025 under the Plan in a transaction exempt under Rule 16b-3. This first tranche vested on 2/12/2026 and the remaining two tranches will vest in substantially equal installments over the next two years, subject to the Company's achievement of certain financial criteria.

4. These restricted stock units, which convert into common stock on a one-for-one basis ("RSUs"), will vest on 2/26/2026, except as otherwise provided in the award notice.

5. These RSUs will vest on 11/29/2026, except as otherwise provided in the award notice.

6. These RSUs will vest in substantially equal installments on each of 11/29/2026 and 11/29/2027, except as otherwise provided in the award notice.

7. These RSUs will vest in substantially equal installments on each of 11/29/2026, 11/29/2027 and 11/29/2028, except as otherwise provided in the award notice.

8. Each share of phantom stock represents a right to receive one share of common stock and becomes payable at the election of Mr. Continenza 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.

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

	/s/ Roger W. Byrd, Attorney-in-Fact for James V. Continenza	02/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did KODK CEO James V. Continenza report on this Form 4?

James V. Continenza reported equity compensation events on February 12, 2026. Performance-based restricted stock units vested into common shares, and some shares were used to satisfy tax withholding, updating his direct beneficial ownership in Eastman Kodak stock.

How many Eastman Kodak (KODK) shares did the CEO receive from PSU vesting?

On February 12, 2026, the CEO received 122,549 and 56,079 Eastman Kodak common shares at $0 per share. These shares came from vesting performance-based restricted stock units granted under the company’s Amended and Restated 2013 Omnibus Incentive Plan.

Why were some KODK shares disposed of at $7.53 in this Form 4?

The Form 4 shows 4,173 and 2,103 Kodak shares disposed of at $7.53 per share. Footnotes explain these shares were withheld to satisfy tax withholding obligations arising from the vesting of performance-based restricted stock units granted to the CEO.

What is James V. Continenza’s KODK share ownership after the reported transactions?

After the February 12, 2026 transactions, James V. Continenza directly beneficially owns 3,050,896 Eastman Kodak common shares. This figure reflects the net effect of PSU-related share awards and shares withheld to cover associated tax obligations.

What restricted stock units does the KODK CEO hold and when do they vest?

The CEO holds several restricted stock unit grants that convert one-for-one into common stock. Footnotes state vesting dates including February 26, 2026, November 29, 2026, November 29, 2027, and November 29, 2028, subject to award terms and specified financial criteria.

What phantom stock and stock options related to KODK are disclosed in this Form 4?

The filing lists 241,589 shares of phantom stock, each representing a right to one common share, payable after the CEO’s director service ends. It also discloses multiple fully vested stock options on Kodak shares expiring on February 19, 2029, at exercise prices including $4.53, $6.03 and $12.