Eastman Kodak Company

12/23/2025 | Press release | Distributed by Public on 12/23/2025 15:34

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CONTINENZA JAMES V
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
(Last) (First) (Middle)
C/O EASTMAN KODAK COMPANY, 343 STATE STREET
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025
(Street)
ROCHESTER, NY 14650
4. If Amendment, Date 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
(City) (State) (Zip)
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 12/19/2025 M 1,150,000(1) A $3.03 3,205,944 D
Common Stock, par value $.01 12/19/2025 F 706,229(1) D $8.33 2,499,715 D
Common Stock, par value $.01 12/19/2025 M 981,707(1) A $3.03 3,481,422 D
Common Stock, par value $.01 12/19/2025 F 602,878(1) D $8.33 2,878,544 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Stock Option (Right to Buy) $3.03 12/19/2025 M 1,150,000(1) (2) 02/19/2026 Common Stock, par value $.01 1,150,000 $ 0 0 D
Stock Option (Right to Buy) $3.03 12/19/2025 M 981,707(1) (2) 02/19/2026 Common Stock, par value $.01 981,707 $ 0 0 D
Restricted Stock Units $ 0 (3) (3) (3) Common stock, par value $.01 100,000 100,000 D
Restricted Stock Units $ 0 (4) (4) (4) Common Stock, par value $.01 196,336 196,336 D
Restricted Stock Units $ 0 (5) (5) (5) Common Stock, par value $.01 114,943 114,943 D
Restricted Stock Units $ 0 (6) (6) (6) Common Stock, par value $.01 163,613 163,613 D
Phantom Stock $ 0 (7) (7) (7) Common Stock, par value $.01 241,589 241,589 D
Stock Option (Right to Buy) $4.53 (2) 02/19/2029 Common Stock, par value $.01 298,780 298,780 D
Stock Option (Right to Buy) $6.03 (2) 02/19/2029 Common Stock, par value $.01 298,780 298,780 D
Stock Option (Right to Buy) $12.00 (2) 02/19/2029 Common Stock, par value $.01 170,733 170,733 D
Stock Option (Right to Buy) $4.53 (2) 02/19/2029 Common Stock, par value $.01 350,000 350,000 D
Stock Option (Right to Buy) $6.03 (2) 02/19/2029 Common Stock, par value $.01 350,000 350,000 D
Stock Option (Right to Buy) $12.00 (2) 02/19/2029 Common Stock, par value $.01 200,000 200,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CONTINENZA JAMES V
C/O EASTMAN KODAK COMPANY
343 STATE STREET
ROCHESTER, NY 14650
X Executive Chairman and CEO

Signatures

/s/ Roger W. Byrd, Attorney-in-Fact for James V. Continenza 12/23/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reporting person exercised stock options and used a portion of the shares to pay the option exercise price and cover tax withholding obligations (a "net exercise") by electing to have the issuer withhold shares otherwise deliverable after the stock option exercise. The reporting person retained all of the remaining shares. The stock options were granted under the Company's 2013 Omnibus Incentive Plan, as amended, in a transaction exempt under Rule 16b-3, and were scheduled to expire on February 19, 2026. The reporting person exercised the stock options in a transaction exempt under Rule 16b-3 in accordance with a policy adopted by the Compensation, Governance and Nominating Committee of the Board of Directors allowing employees to net exercise stock options as long as the stock options are scheduled to expire within three months of the date of exercise.
(2) This option is fully vested as of the date of this report.
(3) These restricted stock units, which convert into common stock on a one-for-one basis ("RSUs"), will vest on 2/26/2026, except as otherwise provided in the award notice.
(4) These RSUs will vest on 11/29/2026, except as otherwise provided in the award notice.
(5) These RSUs will vest in substantially equal installments on each of 11/29/2026 and 11/29/2027, except as otherwise provided in the award notice.
(6) These RSUs will vest in substantially equal installments on each of 11/29/2026, 11/29/2027 and 11/29/2028, 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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