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Eastman Kodak (NYSE: KODK) CEO details RSU vesting, tax withholding and new grant

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Eastman Kodak Company reported equity activity for its Executive Chairman and CEO, who is also a director. On 11/29/2025, the insider exercised restricted stock units (RSUs) that converted into common stock, adding 57,471 shares in one transaction and 196,335 shares in another at an exercise price of $0 per share, consistent with RSU terms. To cover tax withholding on these vestings, the company withheld 22,615 shares and 77,258 shares at a price of $7.64 per share. After these transactions, the insider directly owned 2,055,944 shares of Eastman Kodak common stock. In addition, the insider received a new grant of 163,613 RSUs under the company’s Amended and Restated 2013 Omnibus Incentive Plan, which are scheduled to vest in substantially equal installments on 11/29/2026, 11/29/2027 and 11/29/2028, subject to the award terms.

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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*
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)
11/29/2025
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 11/29/2025 M 57,471 A $0(1) 1,959,482 D
Common Stock, par value $.01 11/29/2025 F 22,615(2) D $7.64 1,936,867 D
Common Stock, par value $.01 11/29/2025 M 196,335 A $0(1) 2,133,202 D
Common Stock, par value $.01 11/29/2025 F 77,258(2) D $7.64 2,055,944 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(1) 11/29/2025 M 57,471 (3) (3) Common Stock, par value $.01 57,471 $0 114,943 D
Restricted Stock Units $0(1) 11/29/2025 M 196,335 (4) (4) Common Stock, par value $.01 196,335 $0 196,336 D
Restricted Stock Units $0(1) 11/29/2025 A 163,613 (5) (5) Common Stock, par value $.01 163,613 $0 163,613 D
Restricted Stock Units $0(1) (6) (6) Common stock, par value $.01 100,000 100,000 D
Phantom Stock $0(7) (7) (7) Common Stock, par value $.01 241,589 241,589 D
Stock Option (Right to Buy) $3.03 (8) 02/19/2026 Common Stock, par value $.01 981,707 981,707 D
Stock Option (Right to Buy) $4.53 (8) 02/19/2029 Common Stock, par value $.01 298,780 298,780 D
Stock Option (Right to Buy) $6.03 (8) 02/19/2029 Common Stock, par value $.01 298,780 298,780 D
Stock Option (Right to Buy) $12 (8) 02/19/2029 Common Stock, par value $.01 170,733 170,733 D
Stock Option (Right to Buy) $3.03 (8) 02/19/2026 Common Stock, par value $.01 1,150,000 1,150,000 D
Stock Option (Right to Buy) $4.53 (8) 02/19/2029 Common Stock, par value $.01 350,000 350,000 D
Stock Option (Right to Buy) $6.03 (8) 02/19/2029 Common Stock, par value $.01 350,000 350,000 D
Stock Option (Right to Buy) $12 (8) 02/19/2029 Common Stock, par value $.01 200,000 200,000 D
Explanation of Responses:
1. These restricted stock units convert into common stock on a one-for-one basis ("RSUs").
2. Shares withheld to cover tax withholding obligations on the vesting of RSUs.
3. 57,471 RSUs vested on 11/29/2025 and, except as otherwise provided in the award notice, the remaining RSUs will vest in substantially equal installments on each of 11/29/2026 and 11/29/2027.
4. 196,335 RSUs vested on 11/29/2025 and, except as otherwise provided in the award notice, the remaining RSUs will vest on 11/29/2026.
5. These RSUs were granted under the Company's Amended and Restated 2013 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, will vest in substantially equal installments on each of 11/29/2026, 11/29/2027 and 11/29/2028.
6. These RSUs will vest on 2/26/2026, except as otherwise provided in the award notice.
7. 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.
8. This option is fully vested as of the date of this report.
/s/ Roger W. Byrd, Attorney-in-Fact for James V. Continenza 12/02/2025
** 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).
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 transaction did Eastman Kodak (KODK) report on 11/29/2025?

Eastman Kodak reported that its Executive Chairman and CEO, who is also a director, had RSUs convert into common stock on 11/29/2025, with multiple transactions increasing and then adjusting his shareholdings through vesting and tax-withholding events.

How many Eastman Kodak (KODK) shares did the insider own after these transactions?

Following the reported transactions on 11/29/2025, the insider directly owned 2,055,944 shares of Eastman Kodak common stock, as shown in the beneficial ownership column of Table I.

How many RSUs vested for the Eastman Kodak (KODK) insider on 11/29/2025?

On 11/29/2025, 57,471 RSUs and 196,335 RSUs vested, each converting into the same number of Eastman Kodak common shares on a one-for-one basis, according to the explanation of responses.

Why were some Eastman Kodak (KODK) shares disposed of in these Form 4 transactions?

The filing states that 22,615 shares and 77,258 shares were withheld to cover tax withholding obligations arising from the vesting of RSUs, which is reflected as dispositions in Table I with transaction code F.

Did the Eastman Kodak (KODK) insider receive any new equity awards in this report?

Yes. The insider received a new grant of 163,613 RSUs under the company’s Amended and Restated 2013 Omnibus Incentive Plan. These RSUs are scheduled to vest in substantially equal installments on 11/29/2026, 11/29/2027 and 11/29/2028, subject to the award notice.

What other equity instruments does the Eastman Kodak (KODK) insider hold?

The report lists additional holdings including RSUs that will vest on 2/26/2026, phantom stock representing a right to receive common shares after separation from service, and fully vested stock options with exercise prices such as $3.03, $4.53, $6.03, and $12 per share, each tied to specific expiration dates.

Eastman Kodak

NYSE:KODK

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KODK Stock Data

751.92M
63.16M
40.99%
46.49%
10.22%
Specialty Business Services
Photographic Equipment & Supplies
Link
United States
ROCHESTER