Eastman Kodak (KODK) insiders report purchase of 1M 4.0% Series B preferred

Rhea-AI Filing Summary

Eastman Kodak (KODK) insider affiliates reported a large preferred stock purchase. On December 5, 2025, Kennedy Lewis–managed funds purchased an aggregate 1,000,000 shares of Kodak’s 4.0% Series B Convertible Preferred Stock from several third-party sellers in privately negotiated deals at $101.50 per share. The preferred stock carries a $100 per share liquidation preference and pays 4.0% cumulative annual cash dividends, payable quarterly.

Each preferred share is convertible into 9.5238 shares of Kodak common stock, subject to antidilution adjustments, but an agreed 4.99% Beneficial Ownership Limitation restricts conversions that would push any fund’s beneficial ownership above that threshold, unless the fund changes this limit with at least 61 days’ notice. The preferred shares are redeemable by Kodak on a date tied to the fifth anniversary of February 26, 2021, and may also be mandatorily converted to common stock if Kodak’s common share price meets a specified trading-price condition.

Insights

Equity Analyst

Large director-affiliated funds bought existing convertible preferred from third parties; no new capital raised, but exposure and potential conversion dynamics are clarified.

The filing shows several Kennedy Lewis-managed funds buying an aggregate 1,000,000 shares of Eastman Kodak’s 4.0% Series B Convertible Preferred Stock on 12/05/2025 at $101.5 per share in private transactions from third-party sellers. This preferred carries a $100 per-share liquidation preference and a cumulative dividend of 4.0% per year, payable quarterly in cash. Each preferred share is convertible into 9.5238 common shares, so the position represents a significant potential common-stock equivalent, though the shares already exist and are not newly issued.

Conversions are subject to a 4.99% “Beneficial Ownership Limitation” per fund, which restricts any single fund (with its affiliates and group members) from going above that common-stock ownership level unless it gives at least 61 days’ prior written notice. The preferred is convertible at any time at the holder’s option (within that limit) and is also subject to mandatory redemption by the company 91 days after the fifth anniversary of 02/26/2021, at liquidation value plus accrued and unpaid dividends. The company can also trigger mandatory conversion into common if its common stock meets the stated price and trading-day conditions.

Control and voting power over these positions run through multiple entities—funds, general partners, and holding companies—with Darren Richman and David Chene identified as effective control persons, and Mr. Richman serving on the issuer’s Board. Others are deemed “directors by deputization” under Section 16 due to this board representation. Key items to monitor over the next few years are any notices to adjust the 4.99% ownership cap, any exercise of the issuer’s right to force conversion if the stock-price condition is met, and the mandatory redemption timing tied to the fifth anniversary of 02/26/2021.

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

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^*

Kennedy Lewis Investment Holdings II LLC

(Last) (First) (Middle)

C/O KENNEDY LEWIS MANAGEMENT LP

225 LIBERTY STREET, SUITE 4210

(Street)

NEW YORK NY 10281

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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

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

	Form filed by One Reporting Person
X	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

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
4.0% Series B Convertible Preferred Stock	(2)	12/05/2025		P(1)		746,620		(3)	(3)	Common Stock	7,110,659(2)	$101.5	746,620	I	See Footnotes(4)(5)(6)
4.0% Series B Convertible Preferred Stock	(2)	12/05/2025		P(1)		69,171		(3)	(3)	Common Stock	658,770(2)	$101.5	69,171	I	See Footnotes(4)(5)(7)
4.0% Series B Convertible Preferred Stock	(2)	12/05/2025		P(1)		5,730		(3)	(3)	Common Stock	54,571(2)	$101.5	5,730	I	See Footnotes(4)(5)(8)
4.0% Series B Convertible Preferred Stock	(2)	12/05/2025		P(1)		178,479		(3)	(3)	Common Stock	1,699,798(2)	$101.5	178,479	I	See Footnotes(4)(5)(9)

1. Name and Address of Reporting Person^*

Kennedy Lewis Investment Holdings II LLC

(Last) (First) (Middle)

C/O KENNEDY LEWIS MANAGEMENT LP

225 LIBERTY STREET, SUITE 4210

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Richman Darren

(Last) (First) (Middle)

C/O KENNEDY LEWIS MANAGEMENT LP

225 LIBERTY STREET, SUITE 4210

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CHENE DAVID

(Last) (First) (Middle)

C/O KENNEDY LEWIS MANAGEMENT LP

225 LIBERTY STREET, SUITE 4210

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On December 5, 2025, all of their conditions to purchase were satisfied and Kennedy Lewis Capital Partners Master Fund III LP, KLIM Delta HQC3 LP, Kennedy Lewis (EU) SPV LP, and KLCP Co-Investment Opportunities III LP (each a "Fund", and together, the "Funds") purchased 1,000,000 shares of 4.0% Series B Convertible Preferred Stock ("Preferred Stock") of Eastman Kodak Company (the "Issuer") in the aggregate from several third party sellers in privately negotiated transactions at a purchase price of $101.50 per share of Preferred Stock. The shares of Preferred Stock have a liquidation preference of $100 per share, and holders of shares of Preferred Stock are entitled to cumulative dividends payable quarterly in cash at a rate of 4.0% per annum.

2. Each share of Preferred Stock is convertible into shares of common stock of the Issuer at a conversion rate of 9.5238 shares of common stock per share of Preferred Stock, subject to antidilution adjustments. Pursuant to an agreement among Kennedy Lewis Management LP (the "Adviser"), the Funds, and the Issuer, the Issuer will not effect any conversion of shares of Preferred Stock held by a Fund if after giving effect to such conversion a Fund, together with its affiliates and any members of a Section 13(d) group with a Fund or its affiliates, would beneficially own in excess of 4.99% of the number of shares of common stock then outstanding (the "Beneficial Ownership Limitation"). The Funds, upon not less than 61-days' prior written notice to the Issuer, may increase or decrease such Beneficial Ownership Limitation.

3. The shares of Preferred Stock are convertible into common stock of the Issuer at any time at the option of the holder, subject to the Beneficial Ownership Limitation described in footnote (2) above. The shares of Preferred Stock are subject to mandatory redemption by the Issuer on the date that is 91-days following the fifth anniversary of February 26, 2021, the original issue date of such shares, at a redemption price equal to the liquidation price for such shares plus accrued and unpaid dividends. At any time after the initial issuance of the Preferred Stock, if the closing price of the Issuer's common stock has equaled or exceeded $14.50 (subject to adjustment in the same manner as the conversion price) for 45 trading days within a period of 60 consecutive trading days, the Issuer will have the right to cause the mandatory conversion of the Preferred Stock into shares of common stock.

4. The Adviser acts as investment adviser to the Funds. KLM GP LLC ("KLM") is the general partner of the Adviser. Kennedy Lewis Investment Management LLC ("Kennedy Lewis") is the sole owner and control person of KLM. Kennedy Lewis is controlled by its Board of Managers. David Chene and Darren Richman are the effective control persons of Kennedy Lewis. Each of the Adviser, KLM and Kennedy Lewis may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by each of the Funds due to their relationship with the Funds.

5. For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis, Kennedy Lewis GP III LLC ("Fund III GP"), Kennedy Lewis Investment Holdings II LLC ("Holdings II"), David Chene and Darren Richman disclaims beneficial ownership of the securities of the Issuer held directly by the Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis, Fund III GP, Holdings II, David Chene or Darren Richman is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

6. These shares of Preferred Stock of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund III LP ("Master Fund III"). Fund III GP is the general partner of Master Fund III. Holdings II is the managing member of Fund III GP. Holdings II is controlled by its Board of Managers. David Chene and Darren Richman are the effective control persons of Holdings II. Each of Fund III GP, Holdings II, Mr. Chene, and Mr. Richman may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by Master Fund III due to their relationship with Master Fund III.

7. These shares of Preferred Stock of the Issuer are held directly by KLIM Delta HQC3 LP ("KLIM Delta"). Fund III GP is the general partner of KLIM Delta. Holdings II is the managing member of Fund III GP. Holdings II is controlled by its Board of Managers. David Chene and Darren Richman are the effective control persons of Holdings II. Each of Fund III GP, Holdings II, Mr. Chene, and Mr. Richman may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by KLIM Delta due to their relationship with KLIM Delta.

8. These shares of Preferred Stock of the Issuer are held directly by Kennedy Lewis (EU) SPV LP ("EU SPV"). Fund III GP is the general partner of EU SPV. Holdings II is the managing member of Fund III GP. Holdings II is controlled by its Board of Managers. David Chene and Darren Richman are the effective control persons of Holdings II. Each of Fund III GP, Holdings II, Mr. Chene, and Mr. Richman may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by EU SPV due to their relationship with EU SPV.

9. These shares of Preferred Stock of the Issuer are held directly by KLCP Co-Investment Opportunities III LP ("KLCP Co-Invest"). Fund III GP is the general partner of KLCP Co-Invest. Holdings II is the managing member of Fund III GP. Holdings II is controlled by its Board of Managers. David Chene and Darren Richman are the effective control persons of Holdings II. Each of Fund III GP, Holdings II, Mr. Chene, and Mr. Richman may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by KLCP Co-Invest due to their relationship with KLCP Co-Invest.

Remarks:

Due to limitations of the electronic filing system, certain of the reporting persons, including Kennedy Lewis Management LP, KLM GP LLC, Kennedy Lewis Investment Management LLC, Kennedy Lewis Capital Partners Master Fund III LP, Kennedy Lewis GP III LLC, KLIM Delta HQC3 LP, Kennedy Lewis (EU) SPV LP, and KLCP Co-Investment Opportunities III LP are filing a separate Form 4. Darren Richman, an effective control person of each of Kennedy Lewis Investment Management LLC and Kennedy Lewis Investment Holdings II LLC, serves on the Board of Directors of Eastman Kodak Company (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the reporting persons other than Mr. Richman are deemed directors by deputization of the Issuer.

	KENNEDY LEWIS INVESTMENT HOLDINGS II LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person	12/05/2025
	DARREN RICHMAN, Name: /s/ Darren Richman	12/05/2025
	DAVID CHENE, Name: /s/ David Chene	12/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Kennedy Lewis-related funds report buying in Eastman Kodak (KODK)?

They reported that Kennedy Lewis-managed funds purchased an aggregate 1,000,000 shares of Eastman Kodak’s 4.0% Series B Convertible Preferred Stock from third-party sellers in private transactions at $101.50 per share.

What are the key economic terms of Kodake28099s 4.0% Series B Convertible Preferred Stock?

The preferred stock has a $100 per share liquidation preference and pays 4.0% cumulative dividends annually, payable quarterly in cash, giving holders priority over common stock in dividends and liquidation up to that preference amount.

How many Kodak common shares is each preferred share convertible into?

Each share of Kodak 4.0% Series B Convertible Preferred Stock is currently convertible into 9.5238 shares of common stock, subject to antidilution adjustments described in the securitye28099s terms.

What is the 4.99% Beneficial Ownership Limitation mentioned for KODK?

Under an agreement among the adviser, the funds, and Eastman Kodak, the company will not convert preferred shares held by a fund if, after conversion, that fund and certain related parties would beneficially own more than 4.99% of Kodake28099s common stock, unless the fund adjusts this limit with at least 61 dayse28099 written notice.

When can Kodak redeem or mandatorily convert the Series B preferred stock?

The preferred shares are subject to mandatory redemption by Kodak on the date that is 91 days after the fifth anniversary of February 26, 2021, at a price equal to the liquidation price plus accrued and unpaid dividends. Kodak also may require mandatory conversion to common stock if its common share price has equaled or exceeded $14.50 (subject to adjustment) for 45 trading days within 60 consecutive trading days.

Who is reported as having effective control over the Kennedy Lewis entities involved with KODK?

The filing states that David Chene and Darren Richman are effective control persons of certain Kennedy Lewis entities and may be deemed to share voting and investment power over Kodak securities held by the funds, while also noting that various parties disclaim beneficial ownership except to the extent of their pecuniary interest.

How are Kennedy Lewis affiliates connected to Eastman Kodake28099s board of directors?

The document notes that Darren Richman, an effective control person of key Kennedy Lewis entities, serves on Eastman Kodake28099s Board of Directors, and the other reporting persons are deemed directors by deputization for Section 16 purposes due to their representation on the board.