Katz Philippe D 4
4 · EASTMAN KODAK CO · Filed May 21, 2026
Research Summary
AI-generated summary of this filing
Eastman Kodak (KODK) Director Philippe Katz Receives Phantom Stock/RSU Grant
What Happened
- Philippe D. Katz, a director and reported 10% owner, did not sell or buy cash shares but converted and received director awards. On 5/19/2026 Katz deferred 16,393 vested restricted stock units (RSUs) into 16,393 shares of phantom stock under the Eastman Kodak Deferred Compensation Plan (reported as a disposition of 16,393 common shares and an acquisition of 16,393 derivative phantom shares at $0). On 5/20/2026 he was granted 12,726 RSUs under the company's 2013 Omnibus Incentive Plan (reported as an acquisition of 12,726 derivative shares at $0). Reported dollar value for these derivative transactions is $0.
Key Details
- Transaction dates/prices: 5/19/2026 (disposition of 16,393 common → acquisition of 16,393 phantom; $0 reported), 5/20/2026 (grant of 12,726 RSUs; $0 reported).
- Shares owned after transaction: Not specified in the provided excerpt of the filing.
- Notable footnotes:
- F6–F7: The 16,393 RSUs vested 5/19/2026 and were deferred into phantom stock (1-for-1 rights to common shares payable after director separation, lump sum or up to 10 annual installments).
- F8: The 12,726 RSUs were granted under the 2013 Omnibus Incentive Plan and generally vest the day before the 2027 annual meeting.
- F1–F5: Katz disclaims beneficial ownership of shares held by several entities he controls or has interests in, except to the extent of his pecuniary interest.
- F9: An option referenced in the filing is fully vested as of the report date.
- Filing timeliness: Report filed 5/21/2026 for transactions on 5/19 and 5/20; appears timely under Form 4 reporting rules.
Context
- These entries reflect director compensation and deferred compensation elections (conversion of vested RSUs into phantom stock and a standard RSU grant), not open-market buying or selling for cash. Phantom stock is a derivative right to receive shares later and does not represent immediate cash proceeds or an open-market trade. As a reported 10% owner and director, Katz’s actions are largely administrative/compensation-related rather than a straightforward insider purchase or sale.
Insider Transaction Report
Form 4
EASTMAN KODAK COKODK
Katz Philippe D
Director10% Owner
Transactions
- Disposition to Issuer
Restricted Stock Units
[F6]2026-05-19−16,393→ 0 totalExercise: $0.00From: 2026-05-19Exp: 2026-05-19→ Common Stock, par value $.01 (16,393 underlying) - Award
Phantom Stock
[F7]2026-05-19+16,393→ 142,264 totalExercise: $0.00→ Common Stock, par value $.01 (16,393 underlying) - Award
Restricted Stock Units
[F8]2026-05-20+12,726→ 12,726 totalExercise: $0.00→ Common Stock, par value $.01 (12,726 underlying)
Holdings
- 187,026
Common Stock, par value $.01
- 2,522,011(indirect: By LLC)
Common Stock, par value $.01
[F1] - 1,569,870(indirect: Owned by Momar Corporation)
Common Stock, par value $.01
[F2] - 7,598(indirect: Owned by United Equities Commodities Company)
Common Stock, par value $.01
[F3] - 87,720(indirect: Owned by Marneu Holding Company)
Common Stock, par value $.01
[F4] - 48,875(indirect: Owned by 111 John Realty Corp.)
Common Stock, par value $.01
[F5] - 25,297
Stock Option (Right to Buy)
[F9]Exercise: $3.03Exp: 2027-05-19→ Common Stock, par value $.01 (25,297 underlying) - 7,699
Stock Option (Right to Buy)
[F9]Exercise: $4.53Exp: 2030-05-19→ Common Stock, par value $.01 (7,699 underlying) - 7,699
Stock Option (Right to Buy)
[F9]Exercise: $6.03Exp: 2030-05-19→ Common Stock, par value $.01 (7,699 underlying) - 4,400
Stock Option (Right to Buy)
[F9]Exercise: $12.00Exp: 2030-05-19→ Common Stock, par value $.01 (4,400 underlying)
Footnotes (9)
- [F1]Mr. Katz disclaims beneficial ownership of the securities held by KF Investors LLC, an entity of which Mr. Katz is a managing member, except to the extent of his pecuniary interest therein.
- [F2]Mr. Katz disclaims beneficial ownership of the securities held by Momar Corporation, an entity in which Mr. Katz has an ownership interest, except to the extent of his pecuniary interest therein.
- [F3]Mr. Katz disclaims beneficial ownership of the securities held by United Equities Commodities Company, an entity of which Mr. Katz is a general partner, except to the extent of his pecuniary interest therein.
- [F4]Mr. Katz disclaims beneficial ownership of the securities held by Marneu Holding Company, an entity of which Mr. Katz is a partner, except to the extent of his pecuniary interest therein.
- [F5]Mr. Katz disclaims beneficial ownership of the securities held by 111 John Realty Corp., an entity in which Mr. Katz has an ownership interest, except to the extent of his pecuniary interest therein.
- [F6]These restricted stock units convert into common stock on a one-for-one basis. Upon vesting on 5/19/2026, Mr. Katz deferred the receipt of 16,393 shares of common stock and received instead 16,393 shares of phantom stock pursuant to the terms of the Eastman Kodak Company Deferred Compensation Plan for Directors (the "Plan"). As a result, Mr. Katz is reporting the disposition of 16,393 shares of common stock in exchange for an equal number of shares of phantom stock under the Plan.
- [F7]Each share of phantom stock represents a right to receive one share of common stock and becomes payable at the election of Mr. Katz 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.
- [F8]These restricted stock units, which convert into common stock on a one-for-one basis, were granted under the Company's 2013 Omnibus Incentive Plan, as amended, in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on the day immediately preceding the Company's 2027 annual meeting of shareholders.
- [F9]This option has fully vested as of the date of this report.
Signature
/s/ Roger W. Byrd, Attorney-in-Fact for Philippe D. Katz|2026-05-21