Golisano Converts Series C to 15.1M Kodak Shares, Gains Board Nomination

Rhea-AI Filing Summary

The filing reports that GO EK Ventures IV, LLC and B. Thomas Golisano converted Series C Convertible Preferred Stock into Eastman Kodak common stock under a Series C Preferred Stock Exchange Agreement dated August 8, 2025. The Reporting Person exchanged 1,241,871 shares of Series C preferred with an aggregate liquidation preference of $124,187,100 plus accrued dividends for common stock at $8.25 per share, receiving 15,103,163 shares.

After the exchange the Reporting Person’s stake represents about 15.7% of Kodak’s common stock based on 81.0 million shares outstanding; Mr. Golisano’s total reported holdings are 15.8%. The agreements include amended registration rights to permit resale and provide that Kodak will nominate a director designated by the holder while the holder owns at least 10% (initially David P. Bovenzi). No other plans or proposals are disclosed.

Positive

• 15,103,163 common shares issued to GO EK Ventures IV in exchange for Series C preferred, increasing public common float
• Reporting ownership of ~15.7% of Kodak common stock (based on 81.0 million shares outstanding), strengthening the holder's economic stake
• Amended registration rights were agreed to permit resale of the issued common shares, and the exchange agreement includes a board nomination provision while the holder retains ≥10% ownership

Negative

• None.

Insights

Financial Analyst

TL;DR: A large preferred-to-common conversion increased the reporting person’s public float by over 15 million shares and created resale registration rights.

The conversion exchanged a $124.187M aggregate liquidation preference for 15,103,163 common shares at $8.25 per share, increasing the reporting person’s ownership to ~15.7% of an 81.0 million share base. This transaction materially changes the holder mix and issues new freely tradeable common shares under an amended registration rights agreement, which could affect supply dynamics and liquidity for KODK shares. Financial impacts on Kodak’s balance sheet are limited to capitalization structure changes disclosed here; no earnings or debt changes are detailed in this filing.

Corporate Governance Expert

TL;DR: The exchange includes governance provisions giving the holder board nomination rights while holding ≥10%, increasing shareholder influence.

The Series C Exchange Agreement explicitly provides that so long as the reporting person holds at least 10% of the common stock the issuer will, subject to customary conditions, nominate an individual designated by the reporting person to Kodak’s board (initially David P. Bovenzi). Coupled with a ~15.7% ownership stake, this creates a formal channel for the holder to influence board composition and oversight. The filing also incorporates an Amended and Restated Registration Rights Agreement which standardizes resale mechanics and related indemnities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

EASTMAN KODAK CO

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

277461406

(CUSIP Number)

Mr. Matthew Ray
c/o Grand Oaks Capital, 7632 County Road 42
Victor, NY, 14564
5853401200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 277461406

1

Name of reporting person

GO EK Ventures IV, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 15,103,163.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 15,103,163.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

15,103,163.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 277461406

1

Name of reporting person

GOLISANO B THOMAS

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 15,150,511.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 15,150,511.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

15,150,511.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $.01 par value
(b)	Name of Issuer: EASTMAN KODAK CO
(c)	Address of Issuer's Principal Executive Offices: 343 STATE ST, ROCHESTER, NEW YORK , 14650-0910.
Item 2.	Identity and Background
(a)	This Schedule 13D/A is filed jointly by: (i) GO EK Ventures IV, LLC (ii) B. Thomas Golisano (together the "Reporting Persons"). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b)	The address of the business office of each Reporting Person is as follows: (i) GO EK Ventures IV, LLC, 7632 County Road 42, Victor, NY 14564 (ii) B. Thomas Golisano, c/o Grand Oaks Capital, 7632 County Road 42, Victor, NY 14564
(c)	The principal business of: (i) GO EK Ventures IV, LLC, a Delaware limited liability company, is to engage in any and all lawful purposes; and (ii) Mr. Golisano, an individual, is managing personal investments.
(d)	The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
(f)	GO EK Ventures IV, LLC is organized as a Delaware limited liability company. Mr. Golisano is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	personal funds
Item 4.	Purpose of Transaction
	The securities reported on herein are held for the purpose of investment. On August 8, 2025, Issuer and Reporting Person entered into the Series C Preferred Stock Exchange Agreement ("Series C Exchange Agreement") and agreed to exchange all 1,241,871 shares of Issuer's 5.00% Series C Convertible Preferred Stock, no par value ("Series C Preferred Stock"), held by the Reporting Person for a number of shares of Common Stock equal to the aggregate liquidation preference of $124,187,100 plus accrued and unpaid dividends, divided by $8.25 per share. The transaction was consummated August 8, 2025. Reporting Person was issued 15,103,163 shares of Common Stock in exchange for the Series C Preferred Stock and accrued and unpaid dividends thereon. The Series C Exchange Agreement contains largely customary terms for private repurchases of preferred shares and private investments in public companies, including representations, warranties, covenants and closing conditions. The Series C Exchange Agreement also provides for Issuer to register for resale the shares of Common Stock in accordance with the registration rights agreement described below. The Series C Exchange Agreement also provides that, for so long as Reporting Person holds at least 10% of the Common Stock of the Issuer, the Issuer will, subject to certain customary conditions, nominate an individual designated by Reporting Person (initially David P. Bovenzi) to the board of directors during such period. Also, on August 8, 2025, in connection with the exchange, Issuer entered into an Amended and Restated Registration Rights Agreement (the AR Registration Rights Agreement) with the Reporting Person, which amends the existing Registration Rights Agreement, and includes customary terms and conditions, including certain customary indemnification obligations. The foregoing descriptions of the exchange, the Series C Exchange Agreement and the AR Registration Rights Agreement does not purport to be complete and are qualified in their entirety by reference to the copies attached as exhibits to this Schedule 13D/A. Except as set forth above, the Reporting Persons have no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	See the Reporting Persons section of this Schedule 13D/A for the aggregate number and percentages of Common Stock beneficially owned by each of the Reporting Persons. The percentage of outstanding Common Stock is based upon 81.0 million shares outstanding as of August 1, 2025, as reflected in the Issuer's Form 10-Q filed August 11, 2025 for the fiscal quarter ended June 30, 2025, plus the number of shares of Common Stock issued to the Reporting Person under the Series C Exchange Agreement.
(b)	See the Reporting Persons section of this Schedule 13D/A for the shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	The information set forth in Item 4 of the Schedule 13D is incorporated herein by reference. On July 1, 2025, the Reporting Person received 15,332 shares of Series C Preferred Stock as an in-kind dividend pursuant to the terms of the Series C Preferred Stock. These shares were converted to Common Stock as part of the Series C Exchange Agreement. Except as disclosed herein, the Reporting Person has not effected any transaction in the shares of Common Stock during the last 60 days.
(d)	Not applicable
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended by adding the following: Item 4 summarizes certain provisions of the Series C Exchange Agreement and AR Registration Rights Agreement and are incorporated herein by reference. A copy of the Series C Exchange Agreement and AR Registration Rights Agreement are attached as exhibits to this Schedule 13D and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exbibit 1 - Series C Preferred Stock Exchange Agreement, dated as of August 8, 2025, by and between Eastman Kodak Company and GO EK Ventures IV, LLC, filed herewith. Exbibit 2 - Amended and Restated Registration Rights Agreement, dated as of August 8, 2025, by and between Eastman Kodak Company and GO EK Ventures IV, LLC, filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GO EK Ventures IV, LLC

Signature:	B. Thomas Golisano
Name/Title:	B. Thomas Golisano, Sole Member
Date:	08/12/2025

GOLISANO B THOMAS

Signature:	B. Thomas Golisano
Name/Title:	B. Thomas Golisano, Individual
Date:	08/12/2025

FAQ

How many KODK shares did GO EK Ventures IV receive in the exchange?

GO EK Ventures IV received 15,103,163 shares of Eastman Kodak common stock in exchange for Series C preferred stock.

What percent of Kodak does this holding represent?

The filing states the reported holding represents approximately 15.7% of common stock; B. Thomas Golisano’s total reported holdings are 15.8%.

What was the conversion consideration for the Series C preferred?

The Series C preferred had an aggregate liquidation preference of $124,187,100 plus accrued and unpaid dividends, converted at $8.25 per share to determine the common shares issued.

Does the exchange provide any board or governance rights?

Yes. The Series C Exchange Agreement provides that while the reporting person holds at least 10% of common stock, Kodak will, subject to customary conditions, nominate a director designated by the reporting person (initially David P. Bovenzi).

Were registration rights amended as part of the transaction?

Yes. An Amended and Restated Registration Rights Agreement was entered into to provide for registration for resale of the shares, subject to customary terms and indemnification obligations.