SCHEDULE: Kodak Investor Converts Preferred Stock to Common

A major investor in Eastman Kodak Company has converted over 1.2 million shares of Series C Preferred Stock into more than 15 million shares of common stock, increasing their stake to 15.8%.

Summary

• GO EK Ventures IV, LLC and B. Thomas Golisano (Reporting Persons) converted 1,241,871 shares of Eastman Kodak's 5.00% Series C Convertible Preferred Stock.
• The conversion was based on an aggregate liquidation preference of $124,187,100 plus accrued and unpaid dividends, divided by $8.25 per share.
• This resulted in the issuance of 15,103,163 shares of Common Stock to the Reporting Person.
• B. Thomas Golisano now beneficially owns 15,150,511 shares of Common Stock, representing 15.8% of the outstanding class.
• GO EK Ventures IV, LLC beneficially owns 15,103,163 shares, representing 15.7% of the class.
• The transaction was consummated on August 8, 2025, via a Series C Preferred Stock Exchange Agreement and an Amended and Restated Registration Rights Agreement.

Sentiment

Score: 7

Explanation: The conversion of preferred stock to common stock simplifies the capital structure and shows continued commitment from a significant investor, including board representation. While it involves some dilution, it's a pre-arranged transaction that clarifies the investor's long-term stake.

Positives

• Simplifies the capital structure by converting preferred stock to common stock.
• Demonstrates continued commitment from a significant investor (B. Thomas Golisano) by increasing common stock ownership.
• The exchange price of $8.25 per share provides a clear valuation for the conversion.
• The investor's right to nominate a board member (David P. Bovenzi) ensures continued oversight and alignment of interests, provided they maintain at least 10% ownership.

Negatives

• The conversion increases the number of outstanding common shares, potentially diluting existing common shareholders.

Risks

• Potential dilution of existing common shareholders due to the issuance of new common shares.
• The Series C Exchange Agreement and AR Registration Rights Agreement contain customary terms, representations, warranties, covenants, and closing conditions, which could imply standard contractual risks.

Future Outlook

The filing indicates that the Reporting Person intends to hold the securities for investment purposes. It also outlines a future commitment from the Issuer to nominate a board member designated by the Reporting Person, contingent on maintaining at least 10% common stock ownership.

Industry Context

This filing primarily concerns a change in a major investor's stake and capital structure, rather than broader industry trends. It reflects a specific corporate finance decision by Eastman Kodak and its investor.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential dilution for existing common shareholders due to the issuance of new shares. Increased influence of a major investor (B. Thomas Golisano) through board representation.

Next Steps

• Issuer to register for resale the newly issued common shares in accordance with the Amended and Restated Registration Rights Agreement.
• Issuer to nominate an individual designated by the Reporting Person (initially David P. Bovenzi) to the board of directors, provided the Reporting Person holds at least 10% of the Common Stock.

Key Dates

Recommendation

The conversion of preferred stock to common stock by a major investor, while increasing their stake and board representation, is a pre-arranged capital structure adjustment rather than a new investment or divestment. It simplifies the capital structure and shows continued commitment from a key shareholder. However, the immediate impact on operational performance or future growth is not detailed, and the dilution from new share issuance warrants a neutral 'hold' stance until further operational or financial updates are provided.

Keywords

Eastman Kodak, Kodak, KODK, Schedule 13D, Preferred Stock Conversion, Common Stock, Shareholder Stake, B. Thomas Golisano, GO EK Ventures, Capital Structure, Registration Rights, Board Nomination