Form 4: Kodak Executive Sells Shares Under 10b5-1 Plan

Eastman Kodak General Counsel Roger W. Byrd exercised options and sold 19,744 shares of common stock for diversification under a pre-arranged plan.

Summary

• Roger W. Byrd, General Counsel, Secretary, and Senior Vice President of Eastman Kodak Company, reported transactions on November 10, 2025.
• Exercised options to acquire 19,744 shares of common stock at an exercise price of $3.09 per share.
• Simultaneously sold 19,744 shares of common stock at a price of $8.00 per share.
• These transactions were executed pursuant to a Rule 10b5-1 Preset Diversification Program adopted by Byrd on June 16, 2025.
• Following these transactions, Byrd beneficially owns 59,266 shares of common stock directly.
• Byrd also holds various derivative securities, including restricted stock units (8,334 units vesting May 17, 2026) and performance stock units (25,000 units vesting May 17, 2026, contingent on VWAP).

Sentiment

Score: 5

Explanation: The transaction is a routine insider exercise and sale under a pre-arranged 10b5-1 plan, which is generally considered neutral as it does not reflect new discretionary trading based on recent non-public information. The executive realized a profit, which is a positive for the individual, but the sale itself is a reduction in direct ownership.

Positives

• The reporting person realized a profit from the exercise of options and subsequent sale of shares, with a sale price of $8.00 significantly higher than the exercise price of $3.09.
• The transaction was conducted under a Rule 10b5-1 plan, indicating a pre-scheduled, non-discretionary sale, which can mitigate concerns about insider selling based on new material non-public information.

Negatives

• An insider sale, even under a 10b5-1 plan, represents a reduction in the executive's direct equity stake in the company.

Future Outlook

No explicit future outlook or guidance is provided in this Form 4 filing, as it primarily reports an insider's past transactions.

Management Comments

• The exercise of options and sale of associated shares were executed pursuant to a Rule 10b5-1 Preset Diversification Program adopted by the reporting person on June 16, 2025.

Industry Context

Insider transaction reports (Form 4s) are routine disclosures for publicly traded companies. Transactions executed under Rule 10b5-1 plans are common among executives for personal financial planning and diversification, providing an affirmative defense against insider trading allegations.

Stakeholder Impact

• Minimal direct impact on shareholders as this is a routine insider transaction under a pre-arranged plan. The sale slightly increases the free float of shares.

Next Steps

• Restricted Stock Units (8,334 units) are scheduled to vest on May 17, 2026.
• Performance Stock Units (25,000 units) are scheduled to vest on May 17, 2026, contingent on the volume-weighted average price of common stock exceeding a specified price.

Key Dates

Recommendation

This Form 4 reports a routine insider transaction (exercise and sale under a 10b5-1 plan) and does not provide new fundamental information about Eastman Kodak's business operations or financial performance. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

Eastman Kodak, KODK, Insider Transaction, Form 4, Stock Option Exercise, Share Sale, Roger W. Byrd, 10b5-1 Plan, Corporate Officer