SEC Form DEF 14A filed by Eastman Kodak Company Common New

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This proxy statement includes “forward–looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995. Forward–looking statements include statements concerning Eastman Kodak Company’s plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, liquidity, investments, financing needs and business trends and other information that is not historical information. When used in this document, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “predicts,” “strategy,” “continues,” “goals,” “targets” or future or conditional verbs, such as “will,” “should,” “could,” “would,” or “may,” and similar words and expressions, as well as statements that do not relate strictly to historical or current facts, are intended to identify forward–looking statements. All forward–looking statements, including management’s examination of historical operating trends and data, are based upon our current expectations and assumptions. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results or outcomes, or timing of actual results or outcomes, to differ materially from historical results or those expressed in or implied by such forward-looking statements. Important factors that could cause actual events, results or outcomes, or their timing, to differ materially from the forward-looking statements include, among others, the risks and uncertainties described in more detail in our Annual Report on Form 10–K under the headings “Business,” “Risk Factors,” “Legal Proceedings” and/or “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources,” and in other filings we make with the Securities and Exchange Commission (SEC) from time to time.

Future events and other factors may cause our actual results or outcomes to differ materially from the forward–looking statements. All forward–looking statements attributable to us or persons acting on our behalf apply only as of the date of this proxy statement and are expressly qualified in their entirety by the cautionary statements included or referenced in this document. We undertake no obligation to update or revise forward–looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, except as required by law.

 

April 9, 2026

Dear Shareholder:

You are cordially invited to attend our Annual Meeting of Shareholders on Wednesday, May 20, 2026 at 9:00 a.m. Eastern Time. The Annual Meeting will be conducted as a virtual meeting of shareholders by means of a live webcast. We believe hosting a virtual meeting enables greater shareholder attendance and participation from any location. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting meetnow.global/MTXJGWA and entering the 15-digit control number on your proxy card or Notice of Internet Availability of Proxy Materials. There is no physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person. For additional information regarding procedures for attending the Annual Meeting, see “What do I need to do to participate in the Annual Meeting?” in the accompanying Proxy Statement.

Whether or not you will participate in the Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet, as well as by telephone or by mailing a proxy card (if you have requested and received a printed copy of the proxy materials) or voting instruction form. We encourage you to use the internet, as it is the most cost-effective way to vote. Even if you have voted by internet, telephone or proxy card, you may still vote online if you participate in the virtual meeting. We would like to take this opportunity to remind you that your vote is very important.

Sincerely,

 

James V. Continenza

Executive Chairman and Chief Executive Officer

Eastman Kodak Company   |   343 State Street   |   Rochester, NY   |   14650

If you received printed versions of the proxy materials by mail, these proxy materials also include a proxy card.

The Board recommends you vote FOR each of the director nominees listed in Proposal 1, FOR Proposals 2, 4 and 5, and ONE YEAR for Proposal 3.

The Notice of Internet Availability provides instructions on how to:

In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. Choosing to receive your future proxy materials by e-mail will save us the cost of mailing documents to you.

In addition, we are providing the Notice of Internet Availability by e-mail to those shareholders who have previously elected delivery of the proxy materials electronically. Those shareholders should have received an e-mail containing a link to the website where the proxy materials are available.

To facilitate timely delivery, your request must be received by May 8, 2026.

Beneficial Owner. You may request a printed copy of the proxy materials by following the instructions provided to you by your bank, broker or other nominee.

Shareholder of Record. If your shares are registered in your name with our transfer agent, Computershare, you are considered the shareholder of record of these shares, and we are making these proxy materials available directly to you. As a shareholder of record, you have the right to give your voting proxy to our management or a third party, or to vote electronically via the internet at the Annual Meeting.

Beneficial Owner. If your shares are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, broker or nominee is making these proxy materials available to you together with a voting instruction form. As the beneficial owner, you have the right to direct your bank, broker or nominee on how to vote your shares. Your bank, broker or nominee has enclosed or provided voting instructions for you to use in directing the bank, broker or nominee on how to vote your shares. You are also invited to participate in the Annual Meeting; however; you may not attend the Annual Meeting as a shareholder unless you obtain a “legal proxy” from the bank, broker or nominee that holds your shares and register in advance with Computershare. For more information, see “How do I register to participate in the Annual Meeting?” below.

Votes submitted during the Annual Meeting must be received no later than the closing of the polls at the Annual Meeting.

Beneficial Owner. If you are a beneficial owner, please follow the voting instructions sent to you by your bank, broker or nominee.

Whether you are a shareholder of record or a beneficial owner, your shares will be voted as you indicate.

then the named proxies, James V. Continenza and Roger W. Byrd, will vote your shares in the manner recommended by our Board (i.e., FOR each of the director nominees named in Proposal 1, FOR Proposals 2, 4 and 5 and ONE YEAR for Proposal 3) and in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owner. If you do not provide your bank, broker or nominee with specific voting instructions, or if you do not obtain a legal proxy that gives you the right to vote the shares electronically via the internet at the Annual Meeting, your shares will not be voted or counted with respect to Proposals 1, 2, 3 and 4 which are non-routine proposals. Your bank, broker or nominee has discretionary authority to vote your uninstructed shares with respect to Proposal 5, which is a routine proposal. Uninstructed shares with respect to non-routine proposals (Proposals 1, 2, 3 and 4) for which your bank, broker or nominee does not have discretionary authority are known as “broker non-votes.”

Shareholders who participate in the Annual Meeting and who have not voted their shares prior to the Annual Meeting or who wish to change their vote will be able to vote their shares electronically via the internet at the Annual Meeting while the polls are open. Attending the meeting without voting during the meeting will not, by itself, revoke a previously submitted proxy unless you specifically request your prior proxy be revoked. Only your latest, properly submitted vote will be counted.

Beneficial Owner. If you are a beneficial owner, please follow the voting instructions provided by your bank, broker or nominee.

You are entitled to participate in the Annual Meeting only if you were a shareholder of the Company as of the close of business on the Record Date or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held, and you will not be able to attend the Annual Meeting in person.

Shareholders will be able to attend the Annual Meeting online and submit questions during the meeting by visiting meetnow.global/MTXJGWA. You also will be able to vote your shares online by attending the Annual Meeting by webcast. To participate in the Annual Meeting, you will need to review the information included on your Notice of Internet Availability, on your proxy card or on the instructions that accompanied your proxy materials. You will need to enter the 15-digit control number on your proxy card or Notice of Internet Availability.

If you are a Beneficial Owner, you must register in advance using the instructions below.

The online Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check-in process. Please follow the registration instructions as outlined in this Proxy Statement.

If you are a Beneficial Owner holding your shares through an intermediary, such as a bank, broker or other nominee, you must obtain a legal proxy from your bank, broker or nominee and register in advance to attend the Annual Meeting virtually on the internet. To register to attend the Annual Meeting online by webcast you must submit proof of your legal proxy obtained from your bank, broker or other nominee, reflecting your Kodak holdings along with your name and e-mail address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 15, 2026.

You will receive a confirmation of your registration by e-mail after Computershare receives your registration materials.

Requests for registration should be directed to the following:

By e-mail:

Forward the e-mail from your bank, broker or other nominee or attach an image of your legal proxy, to [email protected].

By mail:

Computershare

Eastman Kodak Company Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

For purposes of summarizing this procedure, we have assumed: 1) the date of the upcoming annual meeting is within 30 days of the anniversary of the annual meeting for the previous year and 2) if the size of the Board is to be increased, that both the name of the director nominee and the size of the increased Board are publicly disclosed at least 100 days prior to the first anniversary of the previous year’s annual meeting. Based on these assumptions, a shareholder desiring to nominate one or more candidates for election at the next annual meeting must deliver written notice of such nomination to our Secretary, at our principal executive office, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. The deadline to nominate a person for election to the Board at the Annual Meeting has passed. For our 2027 Annual Meeting of Shareholders (the 2027 Annual Meeting), notice of nomination must be delivered to our Secretary no earlier than January 20, 2027 and no later than February 19, 2027.

The written notice to our Secretary must contain the following information with respect to each nominee: 1) the proposing shareholder’s name and address; 2) the number of shares owned of record and beneficially by the proposing shareholder; 3) the name of the person to be nominated; 4) the number of shares owned of record and beneficially by the nominee; 5) a description of all relationships, arrangements and understandings between the shareholder and the nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by the shareholder; 6) such other information regarding the nominee as would have been required to be included in the proxy statement filed pursuant to the proxy rules of the SEC had the nominee been nominated, or intended to be nominated, by the Board, such as the nominee’s name, age and business experience; and 7) the nominee’s signed consent to serve as a director if so elected.

Persons nominated in accordance with this procedure will be eligible for election as directors at the 2027 Annual Meeting.

In addition to satisfying the advance notice requirements under our By-laws and Rule 14a-8 of the Securities Exchange Act of 1934, as amended (Exchange Act), shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19 under the Exchange Act.

Secretary

Eastman Kodak Company

343 State Street

Rochester, NY 14650-0224

If the date of the shareholder meeting is moved more than 30 days before or 30 days after the anniversary of the 2026 Annual Meeting, then notice of a shareholder proposal that is not intended to be included in our proxy statement under Rule 14a-8 must be received no earlier than the close of business 120 days prior to the anniversary of the 2026 Annual Meeting and no later than the close of business on the later of the following two dates:

You may contact our Secretary at our principal executive office for a copy of the relevant By-law provisions regarding the requirements for shareholder proposals. Our By-laws can also be accessed at https://investor.kodak.com/corporate-governance/supporting-documents.

You may request printed copies of any of these documents by contacting:

Shareholder Services

Eastman Kodak Company

343 State Street

Rochester, NY 14650-0235

(585) 724-4053

E-mail: [email protected]

The address of our principal executive office is:

Eastman Kodak Company

343 State Street

Rochester, NY 14650

We are sending a Notice of Internet Availability or set of proxy materials to each shareholder of record. This year, we have elected not to take advantage of the SEC’s householding rules that allow us to deliver a single set of the Notice of Internet Availability or proxy materials to shareholders of record who share the same address. If you are a beneficial owner, your bank, broker or other nominee may continue to send a single set of the Notice of Internet Availability or proxy materials to your household. Please contact your bank, broker or other nominee if you wish to adjust your preferences regarding the delivery of the Notice of Internet Availability or proxy materials.

Our 2025 10-K is available on our website at https://investor.kodak.com/financials.cfm. We will provide you, without charge, upon request, a printed copy of our 2025 10-K. To receive a printed copy of the 2025 Form 10-K, please contact:

Shareholder Services

Eastman Kodak Company

343 State Street

Rochester, NY 14650-0235

(585) 724-4053

E-mail: [email protected]

Our By-laws require us to have at least five but no more than 13 directors. The number of directors, which is set by the Board, is currently seven. Mr. Continenza, our Executive Chairman and Chief Executive Officer, is the only director who is an employee of the Company.

The following directors are standing for re-election, having been elected at the 2025 Annual Meeting of Shareholders (2025 Annual Meeting), and have been recommended for nomination by the Compensation, Nominating and Governance Committee: David P. Bovenzi, James V. Continenza, Philippe D. Katz, Kathleen B. Lynch, Jason New, Darren L. Richman and Michael E. Sileck, Jr. All nominees have consented to serve if elected.

Mr. Richman has served on the Board since April 2021 and is a designee of Kennedy Lewis Investment Management LLC (KLIM). In connection with debt financing we obtained from Kennedy Lewis Capital Partners Master Fund LP (KLIM Fund I) and Kennedy Lewis Capital Partners Master Fund II LP (KLIM Fund II and, collectively with KLIM Fund I, the KLIM Lenders) pursuant to the Credit Agreement among the Company, the KLIM Lenders, as lenders, and Alter Domus (US) LLC, as administrative agent (the Term Loan Credit Agreement), we agreed to appoint an individual designated by KLIM as a Board member at or prior to the 2021 Annual Meeting of Shareholders. On March 11, 2026, in connection with the amendment to certain terms of the Series B Certificate of Designations, we entered into an amendment to the Amended and Restated Term Loan Credit Agreement and amended the terms of KLIM’s director nomination right under the KLIM Board Rights Agreement (the Amended KLIM Board Rights Agreement). Under the Amended KLIM Board Rights Agreement, KLIM’s board nomination right will continue for so long as KLIM holds at least $200 million of the term loans outstanding under the Amended and Restated Term Loan Credit Agreement or 50% of the Series B Preferred Stock (including any shares of common stock issued upon conversion of the Series B Preferred Stock). For more information on the Amended and Restated Term Loan Credit Agreement and the Amended KLIM Board Rights Agreement see Note 8 and Note 29, respectively, to our Consolidated Financial Statements in the 2025 10-K.

Mr. Bovenzi has served on the Board since August 2023 and is a designee of GO EK Ventures IV, LLC (GO EK Ventures). Mr. Bovenzi was initially appointed to the Board on August 23, 2023 pursuant to the terms of the Series C Preferred Stock Purchase Agreement (the Series C Purchase Agreement) dated as of February 26, 2021, between the Company and GO EK Ventures, whereby GO EK Ventures had the contractual right to nominate one director to the Board. On August 8, 2025, we entered into a Series C Preferred Stock Exchange Agreement with GO EK Ventures (the Series C Exchange Agreement) pursuant to which GO EK Ventures agreed to exchange (the Series C Preferred Stock Exchange) shares of the Company’s Series C Preferred Stock held by GO EK Ventures (the Series C Exchange Shares), which represented all of the outstanding shares of the Company’s Series C Preferred Stock, for shares of our common stock. Under the Series C Exchange Agreement, we also agreed to nominate an individual designated by GO EK Ventures for election to the Board for so long as GO EK Ventures holds at least 10% of our outstanding shares of common stock. These nomination rights are exclusive to GO EK Ventures, do not transfer, and will automatically terminate upon GO EK Ventures ceasing to directly or indirectly hold at least 10% of our outstanding shares of common stock, at which time any such director designee serving on the Board must tender their resignation to the Board.

If elected, all of the nominees for director will serve a one-year term or until their successors are duly elected and qualified. Information about the director nominees is provided in the section entitled “Board of Directors and Corporate Governance” in this Proxy Statement. If a nominee is unable to stand for election, the Board may reduce the number of directors or choose a substitute. If the Board chooses a substitute, the shares represented by proxies will be voted for the substitute. If a director retires, resigns, dies or is unable to serve for any reason, the Board may reduce the number of directors or elect a new director to fill the vacancy.

Director nominees are elected by a majority of votes cast. Each director nominee who receives more “FOR” than “AGAINST” votes cast for his or her election will be elected. If a director nominee receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election, the Board will decide whether to accept the irrevocable letter of resignation the nominee submitted as a condition of being nominated to the Board in accordance with our Majority Vote Policy.

The Board of Directors recommends a vote FOR the election of each of the director nominees.

The Compensation, Nominating and Governance Committee and the Board seek to ensure the Board is composed of members who bring an appropriate mix of skills and experience across a variety of disciplines, including strategic planning, organizational management, technology, corporate finance, mergers and acquisitions, marketing, digital technologies, public policy, economics, executive compensation, risk management, international operations, corporate governance and internal controls, each of which is an important area of responsibility for the Board and its committees.

The Board and the Compensation, Nominating and Governance Committee believe each of the director nominees possesses important experience and skills that provide the Board with an optimal balance of leadership, competencies and qualifications in areas that are important to our company. Each of our director nominees has high ethical standards, acts with integrity and exercises careful, mature judgment. Each is committed to employing his or her skills and abilities to aid the long-term interests of our shareholders.

In addition to the biographical information in each director nominee’s profile below, the Board and the Compensation, Nominating and Governance Committee considered the listed Key Experience, Skills and other Qualifications in its evaluation and determination to nominate each director for election or re-election.

The Board has determined that each of the following directors has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us) and is independent under our Director Independence Standards and the independence standards of the New York Stock Exchange (NYSE): David P. Bovenzi, Philippe D. Katz, Kathleen B. Lynch, Jason New, Darren L. Richman, and Michael E. Sileck, Jr. In determining the independence of the non-management directors, the Board considered the relationships of Mr. Katz, as an affiliate of entities that are beneficial owners of our common stock, the relationship of Mr. Richman described in “Certain Relationships and Related Transactions”, and the relationship between Mr. Bovenzi and GO EK Ventures, and determined that these relationships do not preclude independence from management.

The Board has adopted Director Independence Standards for use in determining whether a director is independent. The Director Independence Standards are consistent with NYSE independence standards. The Board also uses the NYSE independence standards in determining whether members of specific committees are independent. The Director Independence Standards are part of our Corporate Governance Guidelines, which are posted on our website at https://investor.kodak.com/corporate-governance/supporting-documents.

The Board recognizes that one of its key responsibilities is to determine the most appropriate leadership structure for our company and to provide independent oversight of management. James V. Continenza serves as our Executive Chairman and Chief Executive Officer. The Board believes it is appropriate to have the same person perform the roles of Chairman and Chief Executive Officer in order to best oversee our company and management and provide a unified structure ensuring strong and consistent leadership. The Company does not have a lead independent director. Instead, in accordance with NYSE listing standards and our Corporate Governance Guidelines, our independent directors are required to meet in executive session without management and, at each such session, an independent director chosen by the independent directors will preside at such executive session.

The Board has two standing committees: the Audit and Finance Committee and the Compensation, Nominating and Governance Committee. We describe below the composition and functions of each of our standing committees.

The current members of the Audit and Finance Committee are Ms. Lynch (Chair) and Messrs. Richman and Sileck. The Audit and Finance Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Board has determined that all members of the Audit and Finance Committee are independent and financially literate under NYSE listing standards. The Board has also determined that Mr. Sileck possesses the qualifications of an “audit committee financial expert,” as defined by SEC rules.

The Audit and Finance Committee assists the Board in overseeing and making recommendations to the Board on such matters as: the integrity of our financial statements; our compliance with legal and regulatory requirements; our independent registered public accounting firm’s selection, compensation, retention, performance and evaluation, including assessing the firm’s

qualifications and independence; our systems of disclosure controls and procedures and internal controls over financial reporting; and the performance of our internal audit function. The Audit and Finance Committee charter is posted on our website at https://investor.kodak.com/corporate-governance/supporting-documents.

The current members of the Compensation, Nominating and Governance Committee are Messrs. Bovenzi, Katz (Chair) and New, each of whom the Board has determined is independent under NYSE listing standards. The Compensation, Nominating and Governance Committee is responsible for the dual roles of overseeing (i) our corporate governance matters and the nomination of director candidates to the board of directors and (ii) our compensation program and responsibilities. The Compensation, Nominating and Governance Committee charter is posted on our website at https://investor.kodak.com/corporate-governance/supporting-documents.

With respect to its compensation functions, the Compensation, Nominating and Governance Committee assists the Board in fulfilling its responsibilities in connection with the compensation of our Chief Executive Officer and Section 16 Executive Officers as defined under Section 16 of the Exchange Act (a Section 16 Executive Officer), including our named executive officers. The Compensation, Nominating and Governance Committee also reviews and makes recommendations to the Board from time to time regarding compensation of directors.

The Compensation, Nominating and Governance Committee may engage compensation consultants at the Company’s expense. In 2025, the Compensation, Nominating and Governance Committee engaged Lyons, Benenson & Company, Inc. to provide the Committee with guidance regarding the compensation of the Company’s executive officers.

In accordance with its charter, the Compensation, Nominating and Governance Committee may delegate authority to one or more subcommittees or management as it deems fit. The Compensation, Nominating and Governance Committee has delegated limited authority to our Vice President, Human Resources to assist in the administration of executive compensation and equity-based compensation plans. Except as a plan may otherwise provide, the Compensation, Nominating and Governance Committee has authorized the Vice President, Human Resources to amend any executive compensation or equity-based compensation plan in which our named executive officers participate, other than to materially increase the benefits accruing to a participant under the plan, increase the number of shares available for issuance under the plan or substantially modify the requirements as to eligibility for participation under the plans. In addition, the Vice President, Human Resources is authorized to amend any award agreement and related documents under the plans, other than to increase the benefits accruing to a participant.

Mr. Continenza, the Executive Chairman and Chief Executive Officer, attends meetings of the Compensation, Nominating and Governance Committee and provides input regarding the compensation of the other executive officers. Mr. Continenza is not present during Compensation, Nominating and Governance Committee deliberations or voting regarding his compensation.

With respect to its governance and nominating functions, some of the primary duties of the Compensation, Nominating and Governance Committee are to oversee our corporate governance structure, which includes the development of our Corporate Governance Guidelines, recommend individuals to the Board for nomination as members of the Board and its committees, determine director independence, lead the Board in its periodic review of Board performance and review “Interested Transactions” in accordance with our Related Party Transactions Policy and Procedures.

Ethical business conduct and good corporate governance are well-established practices at our Company. We practice good corporate governance and believe it to be a prerequisite to delivering sustained, long-term value to our shareholders. We monitor developments in the area of corporate governance to maintain and implement sound practices. Strong corporate governance is an important goal of our Board.

Our Corporate Governance Guidelines reflect the principles by which our Board operates. From time to time, the Board reviews and revises our Corporate Governance Guidelines in response to regulatory requirements and evolving market practices. Our Corporate Governance Guidelines are posted on our website at https://investor.kodak.com/corporate-governance/supporting-documents.

Our reputation and our brand have been built by more than a century of ethical business conduct. All of our employees, including the Executive Chairman and Chief Executive Officer, the Chief Financial Officer, the Controller, all other senior financial officers and all other Section 16 Executive Officers, are required to comply with our code of conduct, the “Business Conduct Guide.” We also have a Directors’ Code of Conduct. Our Business Conduct Guide and our Directors’ Code of Conduct are posted on our website at https://investor.kodak.com/corporate-governance/supporting-documents.

Our Board has a Director Attendance Policy that is part of our Corporate Governance Guidelines, which is posted on our website at https://investor.kodak.com/corporate-governance/supporting-documents. Under this policy, all of our directors are strongly encouraged to attend all Board meetings and our annual meeting of shareholders. In 2025, the Board held a total of seven meetings. Each director attended more than 75% of the meetings of the Board and committees of the Board on which the director served. All of our directors attended the annual meeting of shareholders held on May 21, 2025.

Each executive session of our non-management directors is chaired by an independent director, chosen by the independent directors to preside at such executive session.

Shareholders and interested parties who wish to communicate with the Board, the independent directors as a group or an individual director, may send an e-mail to our Executive Chairman at [email protected] or may send a letter to our Executive Chairman or to the independent director(s) c/o Secretary, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-0224. Communications received will be forwarded to the Board, the independent directors as a group or the individual director as directed, unless the communication is unduly hostile, threatening, illegal, does not reasonably relate to the Company or its business, or is similarly inappropriate. The Executive Chairman and the directors have authority to disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.

The Compensation, Nominating and Governance Committee will consider nominations for director candidates recommended by its members, other Board members, management, shareholders and the search firms as it may retain. The Compensation, Nominating and Governance Committee reviews all potential candidates under our Director Selection Process and Qualification Standards described below.

Shareholders wishing to recommend candidates for consideration by the Board may do so by providing the following information, in writing, to the Compensation, Nominating and Governance Committee of the Board, c/o Secretary, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-0224: 1) the name, address and telephone number of the shareholder making the request; 2) the number of shares owned, and, if such person is not a shareholder of record or if such shares are held by an entity, reasonable evidence of such person’s ownership of such shares or such person’s authority to act on behalf of such entity; 3) the full name, address and telephone number of the individual being recommended, together with a reasonably detailed description of the background, experience and qualifications of that individual; 4) a signed acknowledgement by the individual being recommended that he or she has consented to: a) serve as director if elected and b) the Company undertaking an inquiry into that individual’s background, experience and qualifications; 5) the disclosure of any relationship of the individual being recommended with the Company, whether direct or indirect; and 6) if known to the shareholder, any material interest of such shareholder or individual being recommended in any proposals or other business to be presented at the next annual meeting of shareholders (or a statement to the effect that no material interest is known to such shareholder).

The Compensation, Nominating and Governance Committee is responsible for identifying, screening and recommending candidates for Board membership. When reviewing a potential candidate for the Board, the Compensation, Nominating and Governance Committee looks to whether the candidate possesses the necessary qualifications to serve as a director. To assist it in these determinations, the Compensation, Nominating and Governance Committee has adopted Director Qualification Standards and a Director Selection Process, which are posted as part of our Corporate Governance Guidelines on our website at https://investor.kodak.com/corporate-governance/supporting-documents.

The Director Qualification Standards specify that, in addition to any other factors described in the Company’s Corporate Governance Guidelines, the Board should at a minimum consider the following factors, as more fully described in our Director Qualification Standards, in the nomination or appointment of members of the Board: integrity, reputation, judgment, knowledge, experience, maturity, commitment, skills, track record, diversity of skills and background, age, independence and ownership stake. The Compensation, Nominating and Governance Committee, in accordance with its Director Selection Process, will then consider the candidate’s qualifications in light of the needs of the Board and our Company at that time, given the then-current mix of director attributes and the Board’s projected strengths and future needs. Based on the Compensation, Nominating and Governance Committee’s results of the assessment of Board needs, they may develop a target candidate profile. As provided in our Corporate Governance Guidelines, the Compensation, Nominating and Governance Committee seeks to create a multi-disciplinary Board that, as a whole, is strong in both its knowledge and experience. The Compensation, Nominating and Governance Committee may use the services of a third-party executive search firm, as well as the personal network of the Board and senior management, and may consider any previously recommended nominees when identifying and evaluating possible nominees for director. A list of preferred candidates is developed and presented to the full Board, including the Executive Chairman, for review and input. Interest on the part of the potential candidate is gauged and an interview and reference check are performed. The full Board makes a determination with respect to the candidate. Candidates that are successfully elected to the Board participate in orientation sessions to familiarize them with our business. The Board has a mandatory retirement age of 72, unless an extension is approved by the Board, but in no event above age 75; however, this requirement does not apply to candidates nominated pursuant to contractual nomination rights.

Although the Compensation, Nominating and Governance Committee does not have a formal policy regarding the consideration of diversity in the selection of candidates, our Director Qualification Standards provide that the Board should be a body comprised of members with diverse skills and backgrounds, which is one of many factors the Compensation, Nominating and Governance Committee considers when evaluating possible nominees. The Director Qualifications Standards confirm that the Company’s policy of non-discrimination based on race, color, religion, sex, sexual orientation, gender, gender identity, gender expression, national origin or other characteristics protected by applicable law applies in the selection of Directors.

The Board plays a key role in developing, reviewing and overseeing the execution of our business strategy. The Board receives progress reports from management throughout the year on the implementation of the strategic plan, including business segment performance and strategy reviews for each of our key businesses, product line reviews and presentations regarding research and development initiatives and growth.

The entire Board is responsible for reviewing our succession plans for our Executive Chairman and Chief Executive Officer and other key senior management positions and for overseeing our activities in the areas of leadership and executive development. To assist the Board, management periodically reports to the Board on succession planning to ensure that it is a continuous and ongoing effort.

Our By-laws provide for majority voting in uncontested director elections.

We also maintain a Majority Vote Policy that requires a director nominee, in connection with his or her nomination to the Board, to submit a resignation letter in which the director nominee irrevocably elects to resign if he or she fails to receive the required majority vote in the next election and the Board accepts the resignation. The policy requires the Board to nominate for election or re-election as a director only those candidates who agree to execute such a letter upon his or her nomination. The Majority Vote Policy is posted on our website at https://investor.kodak.com/corporate-governance/supporting-documents.

If a director nominee fails to receive a majority vote in an uncontested election, the Majority Vote Policy provides that the Compensation, Nominating and Governance Committee will consider the resignation letter and recommend to the Board whether to accept it. The Compensation, Nominating and Governance Committee, in making its recommendation to the Board, and the Board, in reaching its decision, may consider relevant factors, including any stated reason why shareholders voted against the election of the director, the director’s qualifications, the director’s past and expected future contributions to us, the overall composition of the Board and whether accepting the resignation letter would cause us to fail to comply with any applicable rule, such as the NYSE’s listing standards.

The policy provides the Board will act on the Compensation, Nominating and Governance Committee’s recommendation and publicly disclose its decision whether to accept the director’s letter of resignation within 90 days following the certification of the shareholder vote. If the letter of resignation is not accepted by the Board within this 90-day period, the resignation will not be effective until the next annual meeting.

All seven director nominees standing for election at the Annual Meeting have submitted an irrevocable letter of resignation as a condition of nomination pursuant to the Majority Vote Policy.

Our Policy on Insider Trading prohibits our directors and executive officers from engaging, directly or indirectly, in any transactions that are designed to or that may reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of our equity securities. In addition, the policy prohibits directors and executive officers from purchasing our equity securities on margin, borrowing against our securities on margin or pledging our equity securities as collateral for a loan. The Policy on Insider Trading is posted on our website at https://investor.kodak.com/corporate-governance/supporting-documents.

Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of our objectives, including strategic objectives, to improve long-term performance and enhance shareholder value. A fundamental part of risk management is not only identifying and prioritizing the risks we face and monitoring the steps management is taking to manage those risks, but also determining the level of risk that is appropriate for us. As an integral part of its review and approval of our strategic plan, the Board considers the appropriate level of risk that is acceptable. Through this process, the Board assesses risk throughout the Company, focusing on four primary risk categories: strategic, operational (including with respect to cybersecurity), legal/compliance and financial reporting. The Audit and Finance Committee is responsible for reviewing the results of our enterprise risk assessment on an annual basis. The Board also receives reports on management’s progress in mitigating key risks.

The Board has delegated to its committees responsibility for the oversight of risk management in specific risk areas. For example, the committees of the Board oversee risk management relating to:

Management is responsible for our internal control over financial reporting, disclosure controls and procedures, and preparation of our consolidated financial statements. Our independent registered public accounting firm (independent auditors) for 2025, Ernst & Young LLP, was responsible for performing an independent audit of the consolidated financial statements and an audit of our internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and for issuing reports thereon. As outlined in its charter, the Audit and Finance Committee is responsible for overseeing these processes.

The Audit and Finance Committee met and held discussions with management and the independent auditors on a regular basis. The Audit and Finance Committee reviewed and discussed the audited consolidated financial statements and significant accounting matters with management and the independent auditors.

The Audit and Finance Committee discussed with the independent auditors the matters required to be discussed under auditing standards established from time to time by the PCAOB and by the rules of the SEC. The Audit and Finance Committee has received from the independent auditors the written disclosures and letter required by the applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit and Finance Committee concerning independence. The Audit and Finance Committee discussed with the independent auditors their independence.

The Audit and Finance Committee discussed with the director of internal audit and independent auditors the plans for their audits. The Audit and Finance Committee met with the director of internal audit and independent auditors, with and without management present. Based on these reviews, discussions and reports, the Audit and Finance Committee recommended that the Board approve the audited consolidated financial statements for inclusion in our Annual Report on Form 10-K for the year ended December 31, 2025, and the Board accepted the Audit and Finance Committee’s recommendation.

Kathleen B. Lynch, Chair

Darren L. Richman

Michael E. Sileck, Jr.

The Compensation, Nominating and Governance Committee (the Committee) has reviewed and discussed with management the following Compensation Discussion and Analysis prepared by the Company.

Based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Philippe D. Katz, Chair

David P. Bovenzi

Jason New

This Compensation Discussion and Analysis discusses compensation awarded to, earned by, or paid to the following named executive officers during 2025 (whom we refer to as our NEOs):

Dr. Taber retired from the Company effective January 2, 2026, but remains engaged as a consultant on an as needed basis.

Consolidated revenues in the year ended December 31, 2025 were $1.069 billion, an increase of $26 million (2%) from 2024. Currency fluctuations impacted revenue favorably in 2025 compared to 2024 ($11 million).

Print revenues, which accounted for 67% of our total revenues in 2025, declined by $22 million (3%) compared to 2024. Advanced Materials and Chemicals revenue improved $45 million (17%) from 2024 to 2025.

Our gross profit for 2025 was $232 million, an increase of $29 million (14%) compared to 2024. Our gross profit percentage for 2025 was 22%, compared with 19% for 2024, an increase of 3%.

Our products are sold and serviced in numerous countries across the globe with more than half of sales generated outside the U.S. Current global economic conditions remain highly volatile due to the uncertain and unpredictable macroeconomic environment, heightened levels of inflation, changes in trade policies, including tariffs or other trade restrictions or the threat of such actions, and other global events which impacted our operations.

The U.S. government imposed new tariffs on a range of imported goods, including aluminum, steel and certain raw materials and component parts used in our manufacturing and supply chain. The tariffs imposed have resulted in increased manufacturing costs which we have been able to largely mitigate through pricing actions, supplier negotiations, obtaining certain exemptions and other cost savings measures. As a result of these actions, the tariffs that have been enacted or expanded by the U.S. did not have a material adverse effect on our operations, financial condition or cash flows for the year ended December 31, 2025.

We continue to actively monitor the developments related to tariffs and to assess additional actions that may be taken to mitigate the effects of future tariff changes, including further pricing actions, additional cost reduction measures, securing alternative suppliers and evaluating potential changes to our manufacturing footprint.

We are experiencing increased manufacturing costs for certain businesses due to lower volumes and increases in labor, material and distribution costs, as well as supply chain disruptions and shortages in materials and labor. In addition to the pricing actions and customer-focused initiatives, we have implemented supply chain and workforce optimization, productivity improvements and other cost savings activities. The combined actions have largely mitigated the impact of increased manufacturing costs. However, the potential worsening of economic conditions, continued decreases in volume and increases in manufacturing and other costs without further price increases, productivity improvements or other cost saving measures, could unfavorably impact our operating results.

The ongoing changes in global economic conditions and the impact of other global events on our operations and financial performance remains uncertain and will depend on several factors such as the slowdown in customer demand, the ability to offset higher labor, material and distribution costs through pricing actions, duration of supply chain disruptions and the ability to secure raw materials and components.

We periodically evaluate best practices in executive compensation and governance and consider modifications to our executive compensation programs that support our business strategies, provide an appropriate balance of risk and reward for our NEOs, and align their compensation with long-term shareholder interests. Key compensation and governance practices include:

We design our executive compensation programs to attract and retain the best talent, reinforce ownership, and emphasize performance and contribution to our long-term success. Our executive compensation programs, practices, and policies reflect our commitment to reward short- and long-term performance that aligns with and drives shareholder value by:

The guiding principles that support our philosophy are:

The Committee annually reviews and approves goals and objectives relevant to the compensation of the CEO and evaluates, in conjunction with the full Board, the CEO’s performance considering those goals and objectives and sets the CEO’s individual elements of total compensation based on this evaluation, taking into account the terms of the CEO’s employment agreement. The Committee also approves all compensation and awards, including each component of total compensation, for each of our NEOs.

Our CEO makes recommendations to the Committee regarding each compensation element for our NEOs (other than the CEO himself), and reviews and discusses any changes to such compensation with the Committee. No member of management (including our CEO and CFO) participates in the determination of his own compensation.

During 2025, the Committee continued to engage Lyons, Benenson & Company Inc. (Lyons Benenson), a compensation consultant, to assist the Committee. Lyons Benenson attends all Committee meetings and makes recommendations regarding director and officer compensation. The Committee assessed the independence of Lyons Benenson pursuant to SEC rules and NYSE listing standards and concluded their work did not raise any conflicts of interest.

Our peer group is reviewed and approved annually by the Committee and consists of selected companies drawn from a broad group of public companies from similar industries (commercial printing, commodity chemicals, communications equipment, health care technology, semiconductors, specialty chemicals, technology hardware, storage and peripherals) that meet minimum performance tests and have similar business models to ours. The companies considered for the peer group had to be (1) incorporated in the U.S., (2) traded on a stock exchange in the U.S., (3) within a revenue range of $500M to $4B and (4) categorized in a complementary GICS Sub-Industry. We then considered the total return, business alignment and other financial measurements of the companies in the selected group to achieve a group with closer alignment to us. No changes to our reported peer group were recommended or made for 2025. The companies in our peer group are:

We review national survey data and peer group comparisons to provide a competitive frame of reference for compensation decisions and we compare the compensation of our NEOs to the median as a reference point to assist us in evaluating the competitiveness of their compensation. However, we do not necessarily adjust the compensation of any of our NEOs to any specific percentile or other absolute measure.

We typically use base salary, annual variable pay (bonus) and long-term incentives as our primary elements of direct compensation to be competitive with market practice. These elements have the following objectives and features:

Additionally, we provide indirect compensation to our NEOs that includes retirement and severance benefits. Our NEOs are also eligible to participate in the benefit plans and programs that are generally available to our U.S. employees. Please see the section entitled “Other Compensation” for more information on the indirect compensation of our NEOs.

The annual base salary rate for each NEO in 2025 is set forth in the table below. No changes were made to the base salaries of our NEOs during 2025.

Pursuant to his new amended and restated employment agreement, Mr. Continenza’s base salary was increased to $1,200,000 effective January 1, 2026. Please see the section entitled “Employment Agreements” for more details on his new employment agreement.

The annual bonus opportunity for our NEOs in 2025 is set forth in the table below. No changes were made to the bonus opportunity for these NEOs during 2025.

Pursuant to his prior amended and restated employment agreement, dated November 29, 2023 (the “CEO Employment Agreement”), Mr. Continenza was eligible for an annual incentive for 2025 valued at 125% of his annual salary, determined by the Committee in its discretion based on an evaluation of Mr. Continenza’s and the Company’s performance. For 2025, the Committee approved a payout to Mr. Continenza of $1.25 million to recognize strong performance in 2025. This included continued cost rationalization and cost reductions (including headcount reductions and consolidation of groups), increased operational efficiencies, completion of the reversion of the Kodak Retirement Income Plan (KRIP), and reduced debt.

For 2025, Dr. Taber was eligible for an individualized special plan that was based on annual Advanced Materials and Chemicals (AM&C) revenue performance. The metric for 2025 was AM&C revenue of $314.5M. Actual revenue came in at $315.9M and Dr. Taber was paid $140,000 (100% of his target amount).

Messrs. Bullwinkle, Byrd and Michaels were participants in a new Functional Group Management Bonus Plan (MPF), which is an annual plan created in 2025 to provide an incentive for putting forth maximum efforts toward continued growth and success of the Company with a focus on annual Company EBITDA. Participation in MPF is limited and based on specific position titles. Any participant in MPF is not eligible to participate in any other variable pay plan.

The MPF performance metric for the 2025 performance year was annual Company EBITDA. Minimum threshold performance was set at 85% and maximum at 135%. Target annual Company EBITDA for the 2025 performance year was $70 million and actual annual Company EBITDA came in at $62 million, which was 88.57% of target annual Company EBITDA.

The Committee performed positive discretion on Actual EBITDA performance to account for the inclusion of a potential $5M general bonus pool that had been accrued for but not approved. This resulted in adjusted EBITDA performance of $67.1M, which represented 96% of target actual EBITDA. The increases from such positive discretion for Messrs. Bullwinkle, Byrd and Michaels were as follows:

In addition, based on 2025 performance, the Committee performed further positive discretion of $6,440 on Mr. Bullwinkle’s payout to 100% of target given his strong contributions to the KRIP reversion initiative.

Messrs. Byrd and Michaels were paid 96% of their target amounts ($109,200 and $77,760, respectively), and Mr. Bullwinkle was paid 100% of his target amount ($161,000).

In recognition of his significant contributions and leadership to the KRIP reversion initiative, Mr. Bullwinkle also received a special bonus payment of $115,000 upon completion. This initiative was critical to our strategy for paying down debt in 2025.

Pursuant to Mr. Continenza’s CEO Employment Agreement, he was eligible for a potential cash bonus of $2 million if our refinancing term loan debt was reduced to $300 million or less before November 29, 2026, and our available cash and cash equivalents at such time were at least $200 million. The Committee approved the performance results against these metrics and Mr. Continenza was paid the $2 million cash bonus on December 14, 2025.

Pursuant to Continenza’s CEO Employment Agreement, he received a grant of 367,647 performance stock units (PSUs) under our 2013 Incentive Plan on March 26, 2024, which vest one-third each during February 2025, February 2026 and February 2027, subject to continued employment through each vesting date and achievement of the applicable performance goal (each except as otherwise provided by the CEO Employment Agreements). Mr. Continenza also received a grant of 168,237 PSUs under our 2013 Incentive Plan on February 20, 2025, which vest one-third each during February 2026, February 2027 and February 2028, subject to continued employment through each vesting date and achievement of the applicable performance goal (also except as otherwise provided by the CEO Employment Agreements).

The PSUs granted in 2024 have a performance period of the first day of the 2024 fiscal year through the last day of the 2026 fiscal year, and consist of the 2024, 2025 and 2026 fiscal years. The vesting of the second tranche was based on performance during the 2025 fiscal year, and the third tranche will vest based upon performance during the 2026 fiscal year. The performance goal for each tranche is subject to the achievement of the Annual Plan for the applicable fiscal year, as evaluated by the Committee following the end of each fiscal year. The Annual Plan for each fiscal year is set by the Board at the beginning of the fiscal year. Similarly, the PSUs granted in 2025 have a performance period of the first day of the 2025 fiscal year through the last day of the 2027 fiscal year, and consist of the 2025, 2026 and 2027 fiscal years. The performance goal for each tranche is subject to the achievement of the Annual Plan for the applicable fiscal year, as evaluated by the Committee following the end of each fiscal year.

Following the end of each fiscal year, the Committee evaluates the achievement of the Annual Plan for the fiscal year and determines (in its discretion) the number of PSUs in the applicable tranche earned for such fiscal year, which are banked. For the 2024 fiscal year, the Committee determined that we achieved our Annual Plan and the first tranche vested on February 20, 2025 and the shares for such tranche were banked. For the 2025 fiscal year, the Committee determined that we achieved our Annual Plan and the second tranche of the 2024 grant vested on February 20, 2026, and the shares for such tranche were banked. The first tranche of the 2025 grant also vested on February 20, 2026, and the shares for such tranche were banked.

Following the end of the full performance period, the Committee will evaluate the achievement of the Annual Plan each fiscal year over the entire performance period and may determine (in its discretion) an additional number of PSUs earned for the performance period, not to exceed 100% of the Number of PSUs in the aggregate.

Pursuant to the CEO Employment Agreement, Mr. Continenza received a grant of 163,613 restricted stock units (RSUs) under our 2013 Incentive Plan on November 29, 2025, which vest one-third on November 29, 2026, November 29, 2027 and November 29, 2028, subject to continued employment through each vesting date (except as otherwise provided by the CEO Employment Agreements).

Please see the “Grants of Plan-Based Awards Table” for the number and grant date fair value of the above equity awards.

We offer tax-qualified retirement plans in the U.S. designed and intended to attract and retain employees. Previously, our tax-qualified defined benefit plan (KRIP), comprised of a cash balance component and a traditional defined benefit component , and our tax-qualified 401(k) defined contribution plan (SIP), generally covered all U.S. employees. Benefit accruals in the traditional defined benefit component of KRIP and employer contributions to SIP were frozen as of January 1, 2015. Effective January 1, 2022, the cash balance accrual was increased from 9% to 12%. Effective March 31, 2025, KRIP was terminated (both components) and replaced by the Kodak Cash Balance Plan (KCBP), a tax-qualified defined benefit plan with a cash balance formula. The accrual under KCBP remained at 12%.

The details of KRIP and KCBP are described following the “Pension Benefits Table” included below.

Until September 3, 2013, we provided non-qualified retirement benefits to our eligible U.S. employees under the Kodak Unfunded Retirement Income Plan (KURIP). KURIP was terminated upon our emergence from bankruptcy. KURIP benefits earned after the filing date and prior to emergence from bankruptcy on September 3, 2013 were frozen and are payable as a lump sum upon the employee’s separation from service (less applicable withholding).

Dr. Taber was the only NEO with a benefit remaining under KURIP as of December 31, 2025. Given his decision to retire from the Company effective January 2, 2026, he will receive a lump-sum payment of $58,593 in 2026 reflecting his KURIP benefit. The details of KURIP are described following the “Pension Benefits Table” included below.

We generally do not provide any perquisites to our NEOs.

The material terms of employment agreements we have with Messrs. Continenza and Bullwinkle are described below. We do not have employment agreements with Dr. Taber or Messrs. Byrd or Michaels.

On November 29, 2023, we entered into the CEO Employment Agreement with Mr. Continenza, which had an initial three-year term, and which replaced his prior amended and restated employment agreement. The CEO Employment Agreement contained notice and negotiation provisions which may have resulted in the term being automatically renewed for successive two-year periods. During any renewal periods, if applicable, the terms of Mr. Continenza’s employment would have remained the same.

The CEO Employment Agreement provided Mr. Continenza with the following:

The CEO Employment Agreement also provides that Mr. Continenza would not have the right to exercise any stock options granted to him in February 2019 or July 2020 to the extent that, after giving effect to the issuance of the common stock resulting from such exercise, Mr. Continenza (together with his affiliates and any person acting as a group), would beneficially own more than 4.99% of the then issued and outstanding shares of common stock.

On February 24, 2026, we entered into a new amended and restated employment agreement (the “New CEO Employment Agreement” and together with the prior CEO Employment Agreement, the “CEO Employment Agreements”) with Mr. Continenza, which has a five-year term (January 1, 2026 through December 31, 2030), and which replaces the prior CEO Employment Agreement. The New CEO Employment Agreement provides Mr. Continenza with the following:

Given that equity awards to be granted under the New CEO Employment Agreement will result in Mr. Continenza’s beneficial ownership of more than 5%, the New CEO Employment Agreement replaces the prohibition against an option exercise if it would result in beneficial ownership of more than 4.99% with a requirement to provide 61 days’ written notice of the option exercise and that we will assist with the preparation and cost of any notice required under Section 13(d) of the Exchange Act.

In addition, under the New CEO Employment Agreement (effective January 1, 2026), Mr. Continenza would be eligible for certain severance benefits in the event his employment is terminated.

The new CEO Employment Agreement provides the following definitions:

The amount and nature of the severance benefits he would be eligible to receive vary depending on the circumstances surrounding termination as described below:

Termination by Us without Cause or by the NEO with Good Reason. If Mr. Continenza’s employment is terminated by us without cause or by him with good reason, he would be eligible to receive (less applicable withholding and deduction):

Termination by Us for Cause or by the NEO without Good Reason. If Mr. Continenza’s employment is terminated by us for cause or by him without good reason (other than a retirement), he would not be eligible to receive any severance benefits, any unpaid or pro-rated annual incentive, and he would forfeit any unvested equity-based compensation.

Retirement, Disability or Death. If Mr. Continenza’s employment is terminated due to his retirement, disability or death he would be eligible to receive (less applicable withholding and deduction):

Change in Control. No payments are made to Mr. Continenza in connection with a change in control, however, any termination of employment by the Company within six months of a change in control will be presumed to be a termination without cause.

We employ Mr. Bullwinkle under an employment agreement effective July 1, 2016 with no scheduled term ending date. Under this employment agreement, Mr. Bullwinkle is eligible for the following:

We provide our NEOs with severance provisions designed to serve as a retention tool and to provide an incentive for our NEOs to focus on the best interests of our shareholders in connection with the transformational components of our strategic plan given that, in certain instances, an executive’s successful completion of his responsibilities may result in the elimination of his job. These severance provisions also provide an incentive for our NEOs to sign a release of claims against us, to refrain from competing with us and to cooperate with us both before and after their employment is terminated. When approving any agreement for employment or retention, we focus on the reasons for which severance may be triggered relative to the NEO’s position and responsibilities.

Each of the employment agreements with Messrs. Continenza and Bullwinkle provide severance benefits in the event his employment is terminated by us without “cause” or if he terminates for “good reason,” and in the case of Mr. Continenza’s New CEO Employment Agreement, “retirement,” “disability,” or “death.” The definitions of “cause,” “good reason,” “retirement,” and “disability” as applicable to these severance provisions are described below in the “Potential Payments upon Termination or Change in Control” discussion.

The severance benefits for Dr. Taber and Messrs. Byrd and Michaels were provided under our Officer Severance Policy, as discussed below under “Officer Severance Policy”. This policy was discontinued in February 2026, and Messrs. Byrd and Michaels moved to an individual severance agreement with similar terms.

In order to provide severance benefits to certain officers and employees, we maintained an Officer Severance Policy (the “Policy”) which provided for compensation to eligible corporate officers in the event of a qualifying termination without “cause” or with “good reason.”

Under the Policy, “cause” was generally defined to include a participant’s failure to perform his duties or follow proper direction, violation of Company rules, possession, use or sale of controlled substances, certain actions that result in a penalty against the Company or could result in violation of law, conviction of a crime, misrepresentation or concealment of a material fact from the Company or breach of our Business Conduct Guide or his Eastman Kodak Company Employee’s Agreement. “Good reason” was generally defined to include a material diminution in compensation, authority or responsibilities, transfer to a new work site that increases the participant’s one-way commute by more than 75 miles, and failure of an acquirer or successor entity to offer the participant employment with comparable severance protection.

By its terms, the Policy did not apply to (1) our chief executive officer, or (2) a corporate officer with an employment agreement with an indefinite term. It also did not provide benefits to any employee who, at the time of termination, was covered by another severance agreement or arrangement with us. Accordingly, Messrs. Continenza and Bullwinkle were not eligible for benefits under the Policy.

The Policy provided that a participant was generally entitled to receive separation pay equal to his base salary in effect as of the date of termination. However, Dr. Taber was eligible for grandfathered benefits under the Policy and was entitled to separation pay of 100% of his total target cash compensation in effect as of the date of the qualifying termination. Payment under the Policy was conditioned on the participant’s execution of a general waiver and release and his compliance with the Policy’s non-disparagement provisions.

For additional information regarding the potential severance benefits payable to our NEOs under various circumstances, please see the “Potential Payments upon Termination or Change in Control” discussion and the “Severance Payments Table” included below. Because this table reflects the benefits that would be received had the NEO terminated employment on December 31, 2025, the benefits for Dr. Taber and Messrs. Byrd and Michaels reflect what they would have received under the Officer Severance Policy in effect on such date.

The employment agreement with Mr. Bullwinkle allows for payment of severance under certain conditions upon a termination following a change in control (double trigger). These provisions were designed to protect against the possible loss of certain benefits after a change in control. Please see the section entitled “Employment Agreements” above for more details on these provisions. We believe that a double trigger is appropriate for such payments because it helps to ensure that the individual does not receive an unintended benefit by receiving severance pay while continuing in their position following a change in control.

The CEO Employment Agreements provide that any termination of employment by the Company within six months of a change in control will be treated as a termination without cause. Please see the section entitled “Employment Agreements” above for more details on these provisions.

Additionally, under our 2013 Incentive Plan, we may provide for accelerated exercisability, lapse of restrictions or deemed satisfaction of performance goals with respect to any outstanding awards upon a change in control. While we do not believe that automatic acceleration of vesting is appropriate upon a change in control because an executive may continue in his position, we do believe that allowing the Committee the discretion to accelerate vesting of equity awards upon a change in control is appropriate because it may not be possible to continue vesting of existing equity awards or to replace existing equity awards with comparable awards of the acquiring company’s equity, and the acceleration of vesting would provide the executives with the same rights as other shareholders to sell their equity in the Company at the time of a change in control.

In accordance with NYSE listing standards, we have adopted our Compensation Recoupment (Clawback) Policy, which provides that we will seek to recover erroneously awarded incentive-based compensation on a no-fault basis received by any current or former executive officer during the three-year period preceding the date on which we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the federal securities laws. A copy of the policy is posted on our website at https://investor.kodak.com/corporate-governance/supporting-documents.

We have adopted a Policy on Insider Trading for all directors and employees designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. Insiders, who include our directors, executive officers, and certain employees whose duties involve access to material non-public information, may only buy and sell our stock within an open “window period,” which begins after the second full trading day following the public release of earnings for the prior quarter and ends one week prior to the end of the current quarter. Insiders are prohibited from purchasing or selling our stock if they are in possession of material non-public information, even if it is within the open window period. We reserve the right to impose an “event-specific blackout period” if we believe insiders have material non-public information. A copy of the policy is posted on our website at https://investor.kodak.com/corporate-governance/supporting-documents.

Our executive officers and directors are prohibited by our Policy on Insider Trading from engaging in any transactions (such as puts, calls, options or other derivative securities) with respect to our equity securities held by them to hedge or offset any decrease in the market value of those equity securities.

Our executive officers and directors are also prohibited from purchasing our equity securities on margin, borrowing against our equity securities on margin or pledging our equity securities as collateral for a loan.

Our executive officers are expected to accumulate certain levels of ownership of our equity securities within five years of first becoming an executive officer, as follows:

The holding requirement does not pertain to grants already received at the time of the adoption of the guidelines.

If an executive officer receives a promotional salary increase, the Committee may extend that executive officer’s time to meet the ownership guidelines by one year, at its discretion.

Tax rules generally limit the deductibility of compensation paid to each of our current and former NEOs to $1 million per year. The Committee retains the discretion to pay compensation that may not be tax deductible.

At our 2025 annual meeting of shareholders, we held an advisory vote on our compensation program for our NEOs, commonly referred to as the say-on-pay vote, which resulted in 96% of the votes cast approving our compensation program for our NEOs. We evaluated the results of this vote as part of our overall assessment of our compensation program for our NEOs. Based on this overall assessment and the strong support expressed by our shareholders, we did not make any related material changes to our compensation program for our NEOs in 2025.

At our 2020 annual meeting of shareholders, we recommended, and our shareholders approved, an annual frequency for the say-on-pay vote. After considering that recommendation, the Board determined that the say-on-pay vote will be held annually until the next required vote on the frequency of the say-on-pay vote to be held at this annual meeting of shareholders.

The following tables and related narrative contain information regarding the compensation paid to our NEOs for our three most recently completed fiscal years, which ended on December 31, 2025, December 31, 2024 and December 31, 2023.

The compensation included in the following table reflects the equity granted under our 2013 Incentive Plan during 2025.

The following table sets forth additional information concerning equity awards held by our NEOs as of December 31, 2025.