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Kodak (NYSE: KODK) insiders record redesignation into 6% Series B preferred

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

Rhea-AI Filing Summary

Eastman Kodak Company insiders associated with Kennedy Lewis funds reported an internal redesignation of their preferred stock holdings. On March 11, 2026, all reported 4.0% Series B Convertible Preferred Stock was disposed of back to the issuer and replaced with 6.0% Series B Convertible Preferred Stock in corresponding amounts.

The new preferred shares carry a 6% dividend rate, up from 4%, and are convertible into common stock at 10 shares of common per share of preferred, subject to a 4.99% Beneficial Ownership Limitation. The preferred stock has a liquidation preference of $100 per share and is subject to mandatory redemption by Kodak on June 11, 2029, at liquidation preference plus accrued, accumulated and unpaid dividends.

Positive

  • None.

Negative

  • None.

Insights

Filing shows a structural redesignation of Kodak preferred, not an open-market trade.

The transactions reflect an issuer-driven change: 4.0% Series B Convertible Preferred Stock was redesignated into 6.0% Series B Convertible Preferred Stock. The Form 4 records matching dispositions (code D) and acquisitions (code A) through Kennedy Lewis–advised funds, with no cash price per share disclosed and no open-market buying or selling.

Key economic terms shifted: the dividend rate increased to 6%, and the conversion rate moved to 10 common shares per preferred share from 9.5238, while keeping a $100 per share liquidation preference. The new preferred is mandatorily redeemable on June 11, 2029. Conversions are constrained by a 4.99% Beneficial Ownership Limitation, adjustable on at least 61 days’ notice, so actual common share issuance will depend on future conversion elections within that cap.

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 MANAGEMENT LP

(Last) (First) (Middle)
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)
03/11/2026
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 (1)(2)(3) 03/11/2026 D(1)(2) 746,620 (4) (4) Common Stock 7,110,659(3) (1)(2) 0 I See Footnotes(5)(6)(7)
4.0% Series B Convertible Preferred Stock (1)(2)(3) 03/11/2026 D(1)(2) 69,171 (4) (4) Common Stock 658,770(3) (1)(2) 0 I See Footnotes(5)(6)(8)
4.0% Series B Convertible Preferred Stock (1)(2)(3) 03/11/2026 D(1)(2) 5,730 (4) (4) Common Stock 54,571(3) (1)(2) 0 I See Footnotes(5)(6)(9)
4.0% Series B Convertible Preferred Stock (1)(2)(3) 03/11/2026 D(1)(2) 178,479 (4) (4) Common Stock 1,699,798(3) (1)(2) 0 I See Footnotes(5)(6)(10)
6.0% Series B Convertible Preferred Stock (1)(2)(3) 03/11/2026 A(1)(2) 746,620 (4) (4) Common Stock 7,466,200(3) (1)(2) 746,620 I See Footnotes(5)(6)(7)
6.0% Series B Convertible Preferred Stock (1)(2)(3) 03/11/2026 A(1)(2) 69,171 (4) (4) Common Stock 691,710(3) (1)(2) 69,171 I See Footnotes(5)(6)(8)
6.0% Series B Convertible Preferred Stock (1)(2)(3) 03/11/2026 A(1)(2) 5,730 (4) (4) Common Stock 57,300(3) (1)(2) 5,730 I See Footnotes(5)(6)(9)
6.0% Series B Convertible Preferred Stock (1)(2)(3) 03/11/2026 A(1)(2) 178,479 (4) (4) Common Stock 1,784,790(3) (1)(2) 178,479 I See Footnotes(5)(6)(10)
1. Name and Address of Reporting Person*
KENNEDY LEWIS MANAGEMENT LP

(Last) (First) (Middle)
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*
KLM GP LLC

(Last) (First) (Middle)
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*
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC

(Last) (First) (Middle)
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*
Kennedy Lewis Capital Partners Master Fund III LP

(Last) (First) (Middle)
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*
Kennedy Lewis GP III LLC

(Last) (First) (Middle)
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*
KLIM Delta HQC3 LP

(Last) (First) (Middle)
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*
Kennedy Lewis (EU) SPV LP

(Last) (First) (Middle)
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*
KLCP Co-Investment Opportunities III LP

(Last) (First) (Middle)
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 March 11, 2026, the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company (the "Certificate of Amendment") went into effect. Pursuant to the Certificate of Amendment, the 4.0% Series B Convertible Preferred Stock ("4% Preferred Stock") of Eastman Kodak Company (the "Issuer") was redesignated as 6.0% Series B Convertible Preferred Stock ("Preferred Stock"). In addition, pursuant to the Certificate of Amendment, the dividend rate for the shares of preferred stock was increased to 6% from 4%; the conversion rate was changed to 10 shares of common stock per share of Preferred Stock versus 9.5238 shares of common stock per share of 4% Preferred Stock, subject to antidilution adjustments; and the Certificate of Amendment includes certain redemption rights, certain conversion rights for the Issuer and other changes to the terms of such shares of preferred stock as detailed in the Certificate of Amendment.
2. (Continued from footnote 1) The shares of 4% Preferred Stock were previously reported as purchased by 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"). The shares of Preferred Stock have a liquidation preference of $100 per share.
3. Pursuant to agreements among Kennedy Lewis Management LP (the "Adviser"), the Funds, and the Issuer, the Issuer would not effect any conversion of shares of 4% Preferred Stock and 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.
4. The shares of 4.0% Preferred Stock were convertible and 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 (3) above. The shares of Preferred Stock are subject to mandatory redemption by the Issuer on June 11, 2029, at a redemption price equal to the liquidation preference for such shares plus accrued, accumulated and unpaid dividends.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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 Investment Holdings II LLC, Darren Richman and David Chene, 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 MANAGEMENT LP, By: KLM GP LLC, its general partner, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 03/12/2026
KLM GP LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 03/12/2026
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 03/12/2026
KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND III LP, By: Kennedy Lewis Management LP, its investment adviser, Name: /s/ Anthony Pasqua, Title: Authorized Person 03/12/2026
KENNEDY LEWIS GP III LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 03/12/2026
KLIM DELTA HQC3 LP, By: Kennedy Lewis Management LP, its investment adviser, Name: /s/ Anthony Pasqua, Title: Authorized Person 03/12/2026
KENNEDY LEWIS (EU) SPV LP, By: Kennedy Lewis Management LP, its investment adviser, Name: /s/ Anthony Pasqua, Title: Authorized Person 03/12/2026
KLCP CO-INVESTMENT OPPORTUNITIES III LP, By: Kennedy Lewis Management LP, its investment adviser, Name: /s/ Anthony Pasqua, Title: Authorized Person 03/12/2026
** 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).
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.

FAQ

What insider transactions did Kodak (KODK) report in this Form 4?

The Form 4 reports that Kennedy Lewis–related funds disposed of 4.0% Series B Convertible Preferred Stock back to Eastman Kodak and acquired equal amounts of new 6.0% Series B Convertible Preferred Stock, reflecting a redesignation of securities rather than open-market buying or selling.

How did the Kodak (KODK) preferred stock terms change in this filing?

Kodak’s preferred stock dividend rate increased to 6% from 4%, and the conversion rate changed to 10 common shares per preferred share from 9.5238. The liquidation preference remains $100 per share, and the shares are subject to mandatory redemption on June 11, 2029.

What does the 4.99% Beneficial Ownership Limitation mean for Kodak (KODK) preferred holders?

The Beneficial Ownership Limitation prevents any Kennedy Lewis fund and its affiliates from converting preferred stock if, after conversion, they would own more than 4.99% of Kodak’s outstanding common shares. The funds can adjust this cap up or down with at least 61 days’ written notice.

Are the Kodak (KODK) preferred shares reported here freely convertible into common stock?

The 6.0% Series B Convertible Preferred Stock is convertible into Kodak common stock at any time at the holder’s option, but only within the 4.99% Beneficial Ownership Limitation. This cap restricts how much can be converted at once, limiting potential common share ownership by the funds.

Who actually holds the Kodak (KODK) preferred shares reported in this Form 4?

The preferred shares are held directly by several Kennedy Lewis funds, including Kennedy Lewis Capital Partners Master Fund III LP, KLIM Delta HQC3 LP, Kennedy Lewis (EU) SPV LP, and KLCP Co-Investment Opportunities III LP. Advisory and general partner entities may be deemed beneficial owners but disclaim ownership except for pecuniary interests.

Does this Kodak (KODK) Form 4 indicate a change in insider common share ownership?

The filing concerns convertible preferred stock, not direct common stock trades. It records a redesignation from 4.0% to 6.0% Series B Convertible Preferred, with new conversion and dividend terms, while any future impact on common share ownership will depend on conversion decisions within the stated 4.99% ownership cap.
Eastman Kodak

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