Eastman Kodak (KODK) insiders buy 1,000,000 shares of 4.0% Series B preferred

Rhea-AI Filing Summary

Eastman Kodak Company disclosed that funds advised by Kennedy Lewis purchased an aggregate 1,000,000 shares of its 4.0% Series B Convertible Preferred Stock from third-party sellers on December 5, 2025. The shares were bought in privately negotiated transactions at $101.50 per preferred share and carry a 4.0% annual cumulative cash dividend and a $100 liquidation preference per share.

Each preferred share is convertible into 9.5238 shares of Eastman Kodak common stock, subject to antidilution adjustments and a 4.99% Beneficial Ownership Limitation that restricts conversions which would push a fund’s ownership above that level. The preferred stock is convertible at the holder’s option, is subject to mandatory redemption after a specified anniversary of February 26, 2021, and may be mandatorily converted into common stock if the common share price reaches at least $14.50 for 45 trading days within a 60-day window. Certain Kennedy Lewis affiliates and principals are deemed directors of Eastman Kodak through board representation.

Insights

Equity Ownership & Governance Analyst

Large funds tied to a board representative bought convertible preferred, shifting who holds key hybrid securities, not their terms.

The reporting funds acquired an aggregate 1,000,000 shares of Eastman Kodak’s 4.0% Series B Convertible Preferred Stock on 12/05/2025 from third-party sellers at $101.5 per share. These securities pay a cumulative 4.0% cash dividend on a $100 liquidation preference and are convertible into common stock at a fixed rate of 9.5238 common shares per preferred share, subject to anti-dilution adjustments. The transaction moves a substantial block of this hybrid security into the hands of related investment funds but does not alter the company’s capital raised, since it is a secondary-market purchase.

Conversion is constrained by a contractual Beneficial Ownership Limitation of 4.99% of the then-outstanding common shares per fund, unless changed with at least 61 days’ notice. The preferred is mandatorily redeemable by the issuer on a set schedule relative to its original 02/26/2021 issue date and can be mandatorily converted by the issuer if the common stock trades at or above $14.50 (as adjusted) for 45 of 60 consecutive trading days. These features cap direct equity ownership per fund at any point, while preserving the optionality to become common over time.

Control and governance links are explicit: the funds’ adviser and related entities may be deemed to beneficially own the securities, and an effective control person of these entities, Darren Richman, serves on the board of Eastman Kodak. Other reporting persons are deemed directors by deputization. Over the coming years, attention naturally centers on any exercise of conversion rights, changes to the ownership limitation after the 61-day notice period, and the eventual mandatory redemption or issuer-driven conversion tied to the $14.50 price condition.

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)
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 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)

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^*

Kennedy Lewis (EU) SPV LP

(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^*

KLCP Co-Investment Opportunities III LP

(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 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	12/05/2025
	KLM GP LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person	12/05/2025
	KENNEDY LEWIS INVESTMENT MANAGEMENT LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person	12/05/2025
	KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND III LP, By: Kennedy Lewis Management, its investment adviser, Name: /s/ Anthony Pasqua, Title: Authorized Person	12/05/2025
	KENNEDY LEWIS GP III LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person	12/05/2025
	KLIM DELTA HQC3 LP, By: Kennedy Lewis Management LP, its investment adviser, Name: /s/ Anthony Pasqua, Title: Authorized Person	12/05/2025
	KENNEDY LEWIS (EU) SPV LP, By: Kennedy Lewis Management LP, its investment adviser, Name: /s/ Anthony Pasqua, Title: Authorized Person	12/05/2025
	KLCP CO-INVESTMENT OPPORTUNITIES III LP, By: Kennedy Lewis Management LP, its invest adviser, Name: /s/ Anthony Pasqua, Title: Authorized Person	12/05/2025
	** 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 insider transaction did Eastman Kodak (KODK) report in this Form 4?

The filing reports that funds advised by Kennedy Lewis purchased an aggregate 1,000,000 shares of Eastman Kodak’s 4.0% Series B Convertible Preferred Stock from several third-party sellers in privately negotiated transactions on December 5, 2025.

What price and dividend terms apply to Eastman Kodaks 4.0% Series B Convertible Preferred Stock?

The preferred shares were purchased at a price of $101.50 per share, have a $100 liquidation preference per share, and entitle holders to 4.0% cumulative dividends per year, payable quarterly in cash.

How many Eastman Kodak (KODK) common shares are the preferred shares convertible into?

Each share of the 4.0% Series B Convertible Preferred Stock is convertible into 9.5238 shares of Eastman Kodak common stock, subject to antidilution adjustments and the Beneficial Ownership Limitation.

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

Under an agreement with Eastman Kodak, the issuer will not effect any conversion of preferred shares held by a fund if, after conversion, that fund and its affiliates would beneficially own more than 4.99% of the companys outstanding common stock. The funds can change this limit with at least 61 days prior written notice.

When can Eastman Kodak be required or allowed to redeem or convert the preferred stock?

The preferred shares are convertible at any time at the option of the holder, subject to the ownership cap, and are subject to mandatory redemption by Eastman Kodak on a date that is 91 days after the fifth anniversary of February 26, 2021, at the liquidation price plus accrued and unpaid dividends. Eastman Kodak may also cause mandatory conversion into common stock if the common stock closing price is at least $14.50 (as adjusted) for 45 trading days within 60 consecutive trading days.

Who are the reporting persons in the Kennedy Lewis–Eastman Kodak Form 4 filing?

The reporting group includes multiple Kennedy Lewis entities and funds, such as Kennedy Lewis Management LP, Kennedy Lewis Capital Partners Master Fund III LP, KLIM Delta HQC3 LP, Kennedy Lewis (EU) SPV LP, and KLCP Co-Investment Opportunities III LP. Certain principals, including David Chene and Darren Richman, are described as effective control persons of key entities, and Mr. Richman serves on Eastman Kodaks Board of Directors.