CONTINENZA JAMES V 4
4 · EASTMAN KODAK CO · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Eastman Kodak CEO James Continenza Receives Award; Shares Withheld
What Happened
- James V. Continenza, Executive Chairman and CEO of Eastman Kodak Co. (KODK), was awarded 178,628 shares upon the vesting of performance-based restricted stock units (PSUs) on 2026-02-12 (122,549 shares and 56,079 shares; acquisition price reported as $0.00). To satisfy tax withholding obligations, 6,276 shares were withheld/disposed at $7.53 per share, generating proceeds of $47,259 (4,173 shares = $31,423 and 2,103 shares = $15,836). The award transactions were reported as exempt under Rule 16b-3.
Key Details
- Transaction date: 2026-02-12 (reported on Form 4 filed 2026-02-17 — filing occurred 5 days after the transactions).
- Awarded (A): 122,549 shares and 56,079 shares; Price reported for award: $0.00.
- Withheld for taxes (F): 4,173 shares @ $7.53 ($31,423) and 2,103 shares @ $7.53 ($15,836); total withheld value ≈ $47,259.
- Footnotes: F1/F3 — PSUs were granted on 3/26/2024 and 2/20/2025; the reported tranches vested 2/12/2026 and additional tranches remain subject to future vesting based on company performance. F2 — shares were withheld to satisfy tax withholding. Transactions were exempt under Rule 16b-3.
- Shares owned after the transaction: Not specified in this filing.
Context
- These transactions reflect PSU vesting (an award), not an open-market purchase or a voluntary sale. The withholding of shares to cover taxes is a common administrative action and should not be interpreted as an open-market sale signaling intent. The filing was submitted five days after the transaction date; under Section 16 timing rules, that is later than the typical two-business-day reporting window.
Insider Transaction Report
Form 4
EASTMAN KODAK COKODK
CONTINENZA JAMES V
DirectorExecutive Chairman and CEO
Transactions
- Award
Common Stock, par value $.01
[F1]2026-02-12+122,549→ 3,001,093 total - Tax Payment
Common Stock, par value $.01
[F2]2026-02-12$7.53/sh−4,173$31,423→ 2,996,920 total - Award
Common Stock, par value $.01
[F3]2026-02-12+56,079→ 3,052,999 total - Tax Payment
Common Stock, par value $.01
[F2]2026-02-12$7.53/sh−2,103$15,836→ 3,050,896 total
Holdings
- 100,000
Restricted Stock Units
[F4]Exercise: $0.00→ Common stock, par value $.01 (100,000 underlying) - 196,336
Restricted Stock Units
[F5]Exercise: $0.00→ Common Stock, par value $.01 (196,336 underlying) - 114,943
Restricted Stock Units
[F6]Exercise: $0.00→ Common Stock, par value $.01 (114,943 underlying) - 163,613
Restricted Stock Units
[F7]Exercise: $0.00→ Common Stock, par value $.01 (163,613 underlying) - 241,589
Phantom Stock
[F8]Exercise: $0.00→ Common Stock, par value $.01 (241,589 underlying) - 298,780
Stock Option (Right to Buy)
[F9]Exercise: $4.53Exp: 2029-02-19→ Common Stock, par value $.01 (298,780 underlying) - 298,780
Stock Option (Right to Buy)
[F9]Exercise: $6.03Exp: 2029-02-19→ Common Stock, par value $.01 (298,780 underlying) - 170,733
Stock Option (Right to Buy)
[F9]Exercise: $12.00Exp: 2029-02-19→ Common Stock, par value $.01 (170,733 underlying) - 350,000
Stock Option (Right to Buy)
[F9]Exercise: $4.53Exp: 2029-02-19→ Common Stock, par value $.01 (350,000 underlying) - 350,000
Stock Option (Right to Buy)
[F9]Exercise: $6.03Exp: 2029-02-19→ Common Stock, par value $.01 (350,000 underlying) - 200,000
Stock Option (Right to Buy)
[F9]Exercise: $12.00Exp: 2029-02-19→ Common Stock, par value $.01 (200,000 underlying)
Footnotes (9)
- [F1]These shares were awarded to Mr. Continenza upon the vesting of performance-based restricted stock units ("PSUs") granted to him on 3/26/2024 under the Company's Amended and Restated 2013 Omnibus Incentive Plan (the "Plan") in a transaction exempt under Rule 16b-3. The first tranche vested on 2/20/2025, this second tranche vested on 2/12/2026 and the third tranche will vest over the next year, subject to the Company's achievement of certain financial criteria.
- [F2]Shares withheld to cover tax withholding obligations on the vesting of PSUs.
- [F3]These shares were awarded to Mr. Continenza upon the vesting of PSUs granted to him on 2/20/2025 under the Plan in a transaction exempt under Rule 16b-3. This first tranche vested on 2/12/2026 and the remaining two tranches will vest in substantially equal installments over the next two years, subject to the Company's achievement of certain financial criteria.
- [F4]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.
- [F5]These RSUs will vest on 11/29/2026, except as otherwise provided in the award notice.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]This option is fully vested as of the date of this report.
Signature
/s/ Roger W. Byrd, Attorney-in-Fact for James V. Continenza|2026-02-17