Kodak (NYSE: KODK) insiders record redesignation into 6% Series B preferred
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Eastman Kodak Company insiders associated with Kennedy Lewis funds reported an internal redesignation of their preferred stock holdings. On March 11, 2026, all reported 4.0% Series B Convertible Preferred Stock was disposed of back to the issuer and replaced with 6.0% Series B Convertible Preferred Stock in corresponding amounts.
The new preferred shares carry a 6% dividend rate, up from 4%, and are convertible into common stock at 10 shares of common per share of preferred, subject to a 4.99% Beneficial Ownership Limitation. The preferred stock has a liquidation preference of $100 per share and is subject to mandatory redemption by Kodak on June 11, 2029, at liquidation preference plus accrued, accumulated and unpaid dividends.
Positive
- None.
Negative
- None.
Insights
Filing shows a structural redesignation of Kodak preferred, not an open-market trade.
The transactions reflect an issuer-driven change: 4.0% Series B Convertible Preferred Stock was redesignated into 6.0% Series B Convertible Preferred Stock. The Form 4 records matching dispositions (code D) and acquisitions (code A) through Kennedy Lewis–advised funds, with no cash price per share disclosed and no open-market buying or selling.
Key economic terms shifted: the dividend rate increased to 6%, and the conversion rate moved to 10 common shares per preferred share from 9.5238, while keeping a $100 per share liquidation preference. The new preferred is mandatorily redeemable on June 11, 2029. Conversions are constrained by a 4.99% Beneficial Ownership Limitation, adjustable on at least 61 days’ notice, so actual common share issuance will depend on future conversion elections within that cap.
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
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, KLCP Co-Investment Opportunities III LP
Role
Director | Director | Director | Director | Director | Director | Director | Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | 4.0% Series B Convertible Preferred Stock | 746,620 | $0.00 | -- |
| Disposition | 4.0% Series B Convertible Preferred Stock | 69,171 | $0.00 | -- |
| Disposition | 4.0% Series B Convertible Preferred Stock | 5,730 | $0.00 | -- |
| Disposition | 4.0% Series B Convertible Preferred Stock | 178,479 | $0.00 | -- |
| Grant/Award | 6.0% Series B Convertible Preferred Stock | 746,620 | $0.00 | -- |
| Grant/Award | 6.0% Series B Convertible Preferred Stock | 69,171 | $0.00 | -- |
| Grant/Award | 6.0% Series B Convertible Preferred Stock | 5,730 | $0.00 | -- |
| Grant/Award | 6.0% Series B Convertible Preferred Stock | 178,479 | $0.00 | -- |
Holdings After Transaction:
4.0% Series B Convertible Preferred Stock — 0 shares (Indirect, See Footnotes);
6.0% Series B Convertible Preferred Stock — 746,620 shares (Indirect, See Footnotes)
Footnotes (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. (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. 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. 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. 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. 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. 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. 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. 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. 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.
FAQ
What insider transactions did Kodak (KODK) report in this Form 4?
The Form 4 reports that Kennedy Lewis–related funds disposed of 4.0% Series B Convertible Preferred Stock back to Eastman Kodak and acquired equal amounts of new 6.0% Series B Convertible Preferred Stock, reflecting a redesignation of securities rather than open-market buying or selling.
How did the Kodak (KODK) preferred stock terms change in this filing?
Kodak’s preferred stock dividend rate increased to 6% from 4%, and the conversion rate changed to 10 common shares per preferred share from 9.5238. The liquidation preference remains $100 per share, and the shares are subject to mandatory redemption on June 11, 2029.
What does the 4.99% Beneficial Ownership Limitation mean for Kodak (KODK) preferred holders?
The Beneficial Ownership Limitation prevents any Kennedy Lewis fund and its affiliates from converting preferred stock if, after conversion, they would own more than 4.99% of Kodak’s outstanding common shares. The funds can adjust this cap up or down with at least 61 days’ written notice.