Kennedy Lewis funds shift into 6% Kodak (KODK) Series B convertible preferred

Rhea-AI Filing Summary

Eastman Kodak Company disclosed that investment funds advised by Kennedy Lewis completed an administrative swap of their 4.0% Series B Convertible Preferred Stock into newly designated 6.0% Series B Convertible Preferred Stock. This reflects a charter amendment that increased the dividend rate to 6% and improved the conversion rate to 10 shares of common stock per preferred share from 9.5238.

The 4.0% Series B preferred was redesignated as 6.0% Series B, with prior 4.0% holdings shown as dispositions to the issuer and new 6.0% holdings shown as grant or award acquisitions, all held indirectly through Kennedy Lewis funds. The new preferred carries a liquidation preference of $100 per share and is subject to mandatory redemption on June 11, 2029 at liquidation preference plus accrued, accumulated and unpaid dividends.

Conversions into common stock are allowed at the holder’s option but are limited by a 4.99% Beneficial Ownership Limitation, which funds may change with at least 61 days’ written notice. Various Kennedy Lewis advisory and general partner entities, as well as David Chene and Darren Richman, may be deemed to share voting and investment power, while each disclaims beneficial ownership beyond pecuniary interest.

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

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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^*

Kennedy Lewis Investment Holdings II LLC

(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 Investment Holdings II 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^*

Richman Darren

(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^*

CHENE DAVID

(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 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	03/12/2026
	DARREN RICHMAN, Name: /s/ Darren Richman	03/12/2026
	DAVID CHENE, Name: /s/ David Chene	03/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Kennedy Lewis-related entities report in Kodak (KODK)?

Kennedy Lewis-advised funds reported disposing of 4.0% Series B Convertible Preferred Stock and acquiring newly designated 6.0% Series B Convertible Preferred Stock. These are non-market entries reflecting a charter amendment, not open-market buying or selling of Eastman Kodak common shares.

How did Eastman Kodak change the terms of its Series B preferred stock?

Eastman Kodak redesignated its 4.0% Series B Convertible Preferred Stock as 6.0% Series B Convertible Preferred Stock. The dividend rate increased to 6%, and the conversion rate improved to 10 shares of common stock per preferred share, subject to antidilution adjustments in the charter.

What is the conversion feature of Kodak’s 6.0% Series B Convertible Preferred Stock?

The 6.0% Series B Convertible Preferred Stock is convertible into Eastman Kodak common stock at the holder’s option, generally at 10 common shares per preferred share. Conversions are subject to a Beneficial Ownership Limitation that caps each fund’s post-conversion common ownership percentage.

What is the Beneficial Ownership Limitation on Kodak’s preferred stock held by Kennedy Lewis funds?

Agreements cap conversions so a fund, its affiliates and related groups cannot beneficially own over 4.99% of Kodak’s common stock after conversion. Each fund may increase or decrease this limit by giving the issuer at least 61 days’ prior written notice.

When must Eastman Kodak redeem the 6.0% Series B Convertible Preferred Stock?

The 6.0% Series B Convertible Preferred Stock is subject to mandatory redemption on June 11, 2029. On that date, Kodak must redeem at a price equal to the $100 per share liquidation preference plus any accrued, accumulated and unpaid dividends on the preferred shares.

Who ultimately controls the Kodak preferred stock held by Kennedy Lewis funds?

The preferred shares are held directly by several Kennedy Lewis funds. Advisory and general partner entities, and individuals David Chene and Darren Richman, may be deemed to share voting and investment power, but each disclaims beneficial ownership beyond their pecuniary interest under Section 16.