12/23/2025 | Press release | Distributed by Public on 12/23/2025 15:34
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FORM 4
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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CONTINENZA JAMES V C/O EASTMAN KODAK COMPANY 343 STATE STREET ROCHESTER, NY 14650 |
X | Executive Chairman and CEO | ||
| /s/ Roger W. Byrd, Attorney-in-Fact for James V. Continenza | 12/23/2025 | |
| **Signature of Reporting Person | Date |
| * | 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. |