DEF 14A of Eastman Kodak Co, Apr 9, 2026

DEF 14A of Eastman Kodak Co

Filed Apr 9, 2026 · FY20250001140361-26-013928

Open on EDGAR

  1. ROCHESTER, NEW YORK 14650

    | Severance Payments Table | 41 | | CEO Pay Ratio | 42 | | Pay Versus Performance | 43 | | DIRECTOR COMPENSATION | | | Director Compensation | 48 | | PROPOSAL 2 | | | Proposal 2 – Advisory Vote to Approve the Compensation of our Named Executive Officers | 50 | | PROPOSAL 3 | | | Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers | 51 | | PROPOSAL 4 | | | Proposal 4 – Approval of the Third Amendment to the Amended and Restated 2013 Omnibus Incentive Plan | 52 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | | Beneficial Security Ownership of More Than 5% of the Company’s Shares | 60 | | Beneficial Security Ownership of Directors, Nominees and Executive Officers | 61 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 62 | | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 66 | | Audit and Non-Audit Fees | 66 | | Policy Regarding Pre-Approval of Services Provided by our Independent Accountants | 66 | | PROPOSAL 5 | | | Proposal 5 – Ratification of the Audit and Finance Committee’s Selection of Ernst & Young LLP as our Independent Registered Public Accounting Firm | 67 | | APPENDIX A | A-1 |

  2. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS 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.

  3. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  4. DIRECTOR NOMINEES

    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.

  5. DIRECTOR NOMINEES

    | JAMES V. CONTINENZA | Director since April 2013, Chairman since September 2013, Executive Chairman since February 2019, and Chief Executive Officer since July 2020 | | James V. Continenza, age 63, leads the transformation of Kodak as Executive Chairman and Chief Executive Officer. He was appointed by the Board as Executive Chairman in February 2019 and as Chief Executive Officer in July 2020. Mr. Continenza joined the Board of Kodak in April 2013 and became Chairman of the Board in September 2013. Mr. Continenza served as the Chairman and Chief Executive Officer of Vivial Inc., a privately held marketing technology and communications company from September 2012 through June 2021, and served as Chairman and Chief Executive Officer of Vivial Media LLC, a portion of Vivial Inc. remaining after a partial sale, from June 2021 to January 2022. | | | In addition to his management experience, Mr. Continenza serves and has served on the boards of directors of a number of public and private companies. Mr. Continenza served on the board of directors of NII Holdings, Inc. (Nasdaq: NIHD), the holding company for Nextel Brazil, a wireless communication services provider, from August 2015 to August 2019. | | | Previously, Mr. Continenza also served on the boards of directors of Datasite LLC (formerly known as Merrill Corporation) from July 2013 to December 2020 and Cenveo Corporation, an industry leader in transformative publishing solutions, from September 2018 to September 2022. | | | Key Experience, Skills and other Qualifications: | | | Mr. Continenza brings a proven track record of guiding leading technology companies through transformations. Mr. Continenza has extensive experience in the management and governance of a wide range of companies, including technology companies, with a particular focus on companies that have undergone significant corporate restructuring. He brings to the Board valuable expertise in technology, marketing, operations, strategic planning, mergers and acquisitions, executive compensation and international operations management. In addition, Mr. Continenza brings corporate governance and risk management expertise to the Board through his past and current executive positions and service as a board member of diverse companies. | |

  6. DIRECTOR NOMINEES

    | DAVID P. BOVENZI | Director since August 2023 | | David P. Bovenzi, age 54, serves as Chief Investment Officer of Grand Oaks Capital, a private investment firm, having served in that position since November 2016. Prior to joining Grand Oaks Capital, Mr. Bovenzi served as Managing Director and Portfolio Manager at U.S. Trust and its successor, Bank of America Private Bank, a subsidiary of Bank of America, structuring investment portfolios for high-net-worth individuals and managing teams of investment professionals across the Northeast. Mr. Bovenzi also serves on the boards of directors of a number of private portfolio companies, serves on the investment committee of the George Eastman Museum and serves as the chairman of the investment committee of McQuaid Jesuit High School. | | | Key Experience, Skills and other Qualifications: | | | Mr. Bovenzi has substantial experience in investment strategy and management skills. Mr. Bovenzi brings to the Board knowledge of capital markets, risk management, mergers and acquisitions, strategic planning, economics and corporate finance, all of which are considered important to our business. | |

  7. DIRECTOR NOMINEES

    | PHILIPPE D. KATZ | Director since February 2019 | | Philippe D. Katz, age 64, has been a partner of the private investment firm United Equities Commodities Company since February 1995. Mr. Katz has been a director and officer of Momar Corp., a private investment firm, since May 2010, a partner of Marneu Holding Company, a privately held investment company, since February 2007, and a director and officer of 111 John Realty Corp., a property management company, since December 1995. In addition, Mr. Katz is a managing member of K.F. Investors LLC, a privately held investment company, a position he has held since March 2007. Mr. Katz has served on the board of directors of Berkshire Bancorp, Inc. since June 2013. Mr. Katz served as an observer to our Board from September 2013 to February 2019. | | | Key Experience, Skills and other Qualifications: | | | Mr. Katz has extensive experience in investing, finance and corporate strategy. Mr. Katz brings to the Board knowledge of capital markets, risk management and corporate finance, all of which are considered important to our business. | |

  8. DIRECTOR NOMINEES

    | KATHLEEN B. LYNCH | Director since May 2021 | | Kathleen B. Lynch, age 60, served as the Chief Operating Officer and Group Managing Director of UBS Wealth Management Americas and UBS Americas Holding LLC, an intermediate holding company for the U.S. based subsidiaries of UBS Group AG, a global wealth manager and financial services firm, from February 2013 until May 2018. Prior to that she served twenty-five years at Merrill Lynch/Bank of America in a variety of leadership positions in global markets and investment banking and global research. Ms. Lynch has served on the board of directors of UBS Americas Holding LLC since July 2016, where she serves on the audit & finance committee, cyber technology forum committee and governance, oversight and sustainability committee. Ms. Lynch has served on the board of directors of Millrose Properties, Inc. (NYSE: MRP) since February 2025, where she serves on the audit committee and compensation committee. From April 2017 until March 2022, Ms. Lynch served on the board of directors of Depository Trust & Clearing Corporation, the premier post-trade market infrastructure for the world’s financial markets. | | | Key Experience, Skills and other Qualifications: | | | In addition to governance and board service as a skill set, Ms. Lynch brings to the Board extensive skills, leadership and deep expertise in strategy execution and development, risk and talent management and regulatory matters. Her leadership experience is across a diverse set of businesses including wealth management, operations, technology and global markets. She has held global, regional, and business responsibilities throughout her career, overseeing major transformation initiatives, business integration efforts and implementation of digital strategy and platforms. She brings a strong focus on the full spectrum of risk types in crisis management. | |

  9. DIRECTOR NOMINEES

    | JASON NEW | Director since September 2013 | | Jason New, age 57, is a Vice Chairman of Investment Banking at Lazard Inc., having joined the firm in January 2024. Prior to joining Lazard, Mr. New was the Co-Founder and Managing Partner of NovaWulf Digital Management, LP, an investment fund formed in 2021. Previously, Mr. New served as CEO of Onex Credit, the credit investing arm of Onex Corporation (Onex) from April 2020 to December 2021. Prior to joining Onex, Mr. New was a Senior Managing Director of The Blackstone Group L.P., a global investment and advisory firm, and the Head of Special Situation Investing for GSO Capital Partners LP (GSO), a credit-oriented alternative asset manager, having served in such positions from 2005 until December 2019. Before joining GSO in 2005, Mr. New was a senior member of Credit Suisse’s distressed finance group. Mr. New joined Credit Suisse in 2000 when it acquired Donaldson, Lufkin & Jenrette (DLJ), where he was a member of DLJ’s restructuring group. Prior to joining DLJ in 1999, he was an associate with the law firm Sidley Austin LLP, where he practiced in the firm’s corporate reorganization group. | | | Mr. New has served on the board of directors of several private and public companies, including the board of directors of ETHZilla Corporation (Nasdaq:ETHZ), an Ethereum-focused digital asset company, since October 2025. Mr. New previously served on the board of directors of TeraWulf Inc. (Nasdaq: WULF), a digital asset technology company with a core business of sustainable bitcoin mining, from November 2021 to December 2023. | | | Key Experience, Skills and other Qualifications: | | | Mr. New has significant expertise in investment strategies and opportunities, with a particular focus on companies that have experienced distressed economic conditions or are in various stages of restructuring. He brings to the Board skills in developing creative financial solutions and strategies, which are critical to our ability to sustain growth and profitability as a manufacturing company in a competitive environment. Mr. New is highly experienced in complex financial and investment transactions. He also has a legal background, which is useful in the governance and risk management issues facing our company. | |

  10. DIRECTOR NOMINEES

    | DARREN L. RICHMAN | Director since April 2021 | | Darren L. Richman, age 53, is the Co-Founder and a Managing Member of Kennedy Lewis Investment Management LLC (KLIM), an investment adviser, and a Managing Member of funds managed by KLIM, having served in those positions since November 2017. Mr. Richman serves as the Chief Executive Officer and President of Millrose Properties, Inc. (NYSE: MRP), having served in those positions since February 2025. Mr. Richman was a Senior Managing Director with Blackstone from 2006 to 2016 where he focused on special situation and opportunistic investments, and he sat on the Investment Committee for GSO Capital Partner’s opportunistic credit funds and special situation funds. Before joining GSO Capital Partners, Mr. Richman was a Founding Member of DiMaio Ahmad Capital, where he was the Co-Head of its Investment Research Team, from 2003 to 2006. Previously, Mr. Richman was a Vice President and Senior Special Situations Analyst at Goldman Sachs, from 1999 to 2003. Mr. Richman began his career with Deloitte & Touche, ultimately serving as a Manager in the firm’s Mergers and Acquisitions Services Group, from 1994 to 1999. He was formerly a Certified Public Accountant and a Member of the American Institute of Certified Public Accountants. | | | Mr. Richman has also served on the boards of directors of several public and private companies and not-for-profit organizations. From October 2020 through November 2022, Mr. Richman served on the board of directors of F45 Training Holdings Inc. (NYSE:FXLV), a fitness franchisor focused on creating a leading global fitness training and lifestyle brand. Mr. Richman also currently serves on the board of directors of Outward Bound USA, and on the executive board of directors of the New York University Stern School of Business. | | | Key Experience, Skills and other Qualifications: | | | Mr. Richman brings to the Board valuable financial, accounting and investment experience. In particular, the Board values Mr. Richman’s knowledge, expertise and experience with respect to special situation and opportunistic investments. | |

  11. DIRECTOR NOMINEES

    | MICHAEL E. SILECK, JR. | Director since May 2021 | | Michael E. Sileck, Jr., age 65, has served as the President and owner of SeaAgri Solutions, LLC, a global manufacturer and distributor of proprietary ocean minerals for the agricultural and human consumption markets since March 2020. Mr. Sileck was the Chief Operating Officer and Chief Financial Officer of World Wrestling Entertainment, Inc. (NYSE: WWE) from June 2005 to December 2008 and previously served as the Chief Financial Officer of Monster Worldwide, Inc. from March 2002 to March 2005 and Senior Vice President and Chief Financial Officer of USA Networks, Inc. (predecessor to InterActiveCorp) from September 1999 to February 2002. | | | Mr. Sileck has served on the boards of directors of numerous public and private companies. | | | Key Experience, Skills and other Qualifications: | | | Mr. Sileck brings to the Board expertise in value creation, strategic transformation, and financial and operational leadership. Mr. Sileck is an operationally oriented executive with extensive C-suite experience within large public and smaller private companies. Mr. Sileck brings to the Board over 20 years of financial and operational leadership experience. | |

  12. Best Practices

    | • | Compensation Recoupment (Clawback) Policy. We have a policy requiring the recoupment of performance-based bonuses paid to NEOs in the event of certain financial restatements. Please see the section entitled “Compensation Recoupment (Clawback) Policy” for a description. |

  13. Best Practices

    | • | Double-Trigger Change in Control Benefits. All arrangements with our NEOs that provide change in control benefits contain a “double trigger” provision, which requires that the NEO experience a qualifying termination following a change in control to receive change in control benefits. Please see the section entitled “Change in Control Arrangements” for a description. |

  14. Best Practices

    | • | No Change in Control Excise Tax Gross-Ups. None of our compensation arrangements provide for a gross-up to our NEOs for any excise taxes incurred by them upon a change in control. |

  15. Compensation Philosophy

    | • | Balancing rewards for both short-term results and the long-term strategic decisions needed to ensure sustained business performance over time |

  16. Compensation Philosophy

    | • | Enabling us to attract and retain the highly qualified leaders needed to drive a global enterprise to succeed in today’s highly competitive marketplace |

  17. Compensation Philosophy

    | • | Total direct compensation is generally positioned within a competitive range of the market or peer group median, with differentiation by executive, as appropriate, based on individual factors such as technical knowledge, criticality of the role, proficiency in the role, sustained performance over time, and importance to leadership team succession plans |

  18. Compensation Philosophy

    | ➣ | Short-Term Incentive Awards (Bonus): Calculated as a percentage of base salary; dependent upon achievement of operating goals and primarily measured against objective metrics that directly link to the creation of sustainable value for our shareholders |

  19. Compensation Philosophy

    | ➣ | Long-Term Incentive Awards (Equity): Incentive, typically in the form of Restricted Stock Units (RSUs), Performance Stock Units (PSUs) or Non-Qualified Stock Options (NQSOs), used for retention of key talent and to provide incentive to grow shareholder value over time |

  20. Role of the Compensation Consultant

    Role of the Compensation Consultant 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.

  21. Use of Market Reference Data

    Use of Market Reference Data 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:

  22. Use of Market Reference Data

    | Agfa-Gevaert NV | Ecovyst Inc. | Rayonier Advanced Materials Inc. | | Ashland Inc. | Element Solutions Inc. | Stepan Company | | Avient Corporation | H.B. Fuller Company | Stratasys Ltd. | | Cabot Corporation | Minerals Technologies Inc. | Universal Display Corporation | | Ciena Corporation | Quad/Graphics, Inc. | Venator Materials PLC | | | Quaker Chemical Corporation | |

  23. Use of Market Reference Data

    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.

  24. ELEMENTS OF COMPENSATION

    | Compensation Element | Objective | Key Features | | Base Salary | Provide a regular source of income to our NEOs to compensate them for fulfilling the regular duties and responsibilities of their positions. | We typically review base salaries annually, but do not automatically increase salaries. Rather, base salaries are adjusted only if deemed appropriate by us in consideration of: (1) experience; (2) responsibilities; (3) the importance of the position relative to our other senior management positions; (4) external relative scope or changes in the competitive marketplace; and (5) years elapsed since the last base salary change. Any change in an executive’s base salary will affect an executive’s target opportunity under our annual variable pay plan and severance benefits, which are based on a percentage of base salary. | | Annual Variable Pay (Bonus) | Drive the annual performance of our NEOs to align their financial interests with our business strategy and the interests of our shareholders. | Annual variable pay is considered at risk. Payouts generally are based on a formula that represents results achieved against performance metrics. | | Long-Term Incentives(restricted stock units, performance stock units and stock options) | Align executive compensation with shareholder interests; create incentives for executive retention; encourage long-term performance; and promote stock ownership. | Our long-term incentives are mainly in the form of equity-based compensation awards, which tie our NEOs’ wealth creation to the performance of our stock and provide a retention incentive with multi-year vesting schedules. |

  25. Annual Variable Pay

    Annual Variable Pay 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.

  26. Annual Variable Pay

    | Name | Annual Base Salary Rate | Annual Target Incentive | Bonus Amount at Target | | J.V. Continenza | $1,000,000 | 125% | $1,125,000 | | D.E. Bullwinkle | $460,000 | 35% | $161,000 | | T.R. Taber | $400,000 | 35% | $140,000 | | R.W. Byrd | $325,000 | 35% | $113,750 | | R. Michaels | $270,000 | 30% | $81,000 |

  27. Annual Variable Pay

    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. MPF Metrics and Payout Results:

  28. Long-Term Incentive Compensation

    Long-Term Incentive Compensation 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.

  29. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS 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.

  30. James V. Continenza

    | • | Participation in an annual incentive plan, commencing with the 2024 fiscal year, of up to 125% of base salary, based on achievement of our Annual Plan, but determined by the Committee in its discretion, taking into consideration its evaluation of Mr. Continenza’s and the Company’s performance. |

  31. James V. Continenza

    | • | An annual grant of restricted stock units having a value of $2.5 million, half of which to vest in substantially equal annual installments over a three-year period following the grant date and the other half of which to vest following a three-year performance period based on the achievement of pre-defined goals established by the Committee and subject to Committee discretion. |

  32. James V. Continenza

    | • | 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, each as determined by the Committee in its sole discretion. |

  33. James V. Continenza

    | • | Certain severance benefits, as described below in the “Potential Payments upon Termination or Change in Control” discussion. |

  34. James V. Continenza

    | • | Participation in an annual incentive plan which remains at 125% of base salary, based on achievement of our Annual Plan, but determined by the Committee in its discretion, taking into consideration its evaluation of Mr. Continenza’s and the Company’s performance. |

  35. James V. Continenza

    | • | An annual award of restricted stock units having a value of $2.5 million, half of which will vest in substantially equal annual installments over a three-year period following the grant date and the other half of which will vest following a three-year performance period based on the achievement of pre-defined goals established by the Committee and subject to Committee discretion. |

  36. James V. Continenza

    | • | A renewal award of 5 million RSUs, which will vest in equal annual installments over a five-year period annually on December 31st, commencing December 31, 2026. |

  37. James V. Continenza

    | • | “Disability” refers to a disability under our long term disability plan. |

  38. James V. Continenza

    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):

  39. James V. Continenza

    | • | an amount equal to two years of salary plus two years of target annual incentive opportunity; |

  40. James V. Continenza

    | • | an amount equal to earned but unpaid annual incentive for the fiscal year ending immediately prior to the year in which his employment was terminated; |

  41. James V. Continenza

    | • | an amount equal to the annual incentive in respect of the fiscal year in which his termination of employment occurs, pro-rated based upon the number of days from the beginning of such fiscal year through the date of termination of employment; |

  42. James V. Continenza

    | • | immediate vesting of any unvested RSUs; |

  43. James V. Continenza

    | • | payment of any banked PSUs; |

  44. James V. Continenza

    | • | the continued employment requirement applicable to other unvested PSUs will be waived, and such PSUs will vest based on the achievement of the applicable performance-vesting requirements; and |

  45. James V. Continenza

    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):

  46. James V. Continenza

    | • | an amount equal to earned but unpaid annual incentive for the fiscal year ending immediately prior to the year of termination; |

  47. James V. Continenza

    | • | an amount equal to the annual incentive in respect of the fiscal year of retirement, pro-rated based upon the number of days from the beginning of such fiscal year through the date of termination; |

  48. James V. Continenza

    | • | immediate vesting of any unvested RSUs; |

  49. James V. Continenza

    | • | payment of any banked PSUs; and |

  50. James V. Continenza

    | • | the continued employment requirement applicable to other unvested PSUs will be waived, and such PSUs will vest based on the achievement of the applicable performance-vesting requirements. |

  51. James V. Continenza

    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.

  52. David E. Bullwinkle

    | • | participation in an annual incentive plan with a target annual bonus of at least 35% of his base salary, which was reduced from 65% of his base salary in May of 2023; |

  53. David E. Bullwinkle

    | • | certain severance benefits as described below in the “Potential Payments upon Termination or Change in Control” discussion. |

  54. Severance Arrangements

    Severance Arrangements 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.

  55. Officer Severance Policy

    Officer Severance Policy 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.

  56. Change in Control Arrangements

    Change in Control Arrangements 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.

  57. Policy on Equity Awards

    Policy on Equity Awards Our equity awards, including stock options, are granted in accordance with our Policy on Equity Awards (the “Equity Awards Policy”). Pursuant to the Equity Awards Policy the grant date of such awards shall be the date on which the grant was approved or a future date as recommended by management. The Equity Awards Policy prohibits backdating awards. It is not our policy to time the public release of material information or the grant of equity awards to benefit any award grantees. We did not grant any options, stock appreciation rights, or option-like awards to our named executive officers in 2025.

  58. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE 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.

  59. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary(1) $ | Bonus $ | Stock Awards(2) $ | Option Awards $ | Non-Equity Incentive Plan Compensation(3) $ | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) $ | Total $ | | J.V. Continenza Executive Chairman and Chief Executive Officer | 2025 | 996,516 | 3,250,000(5) | 2,500,004 | — | — | 78,450 | 6,824,970 | | | 2024 | 996,516 | 1,250,000 | 3,904,340 | — | — | 81,691 | 6,232,547 | | | 2023 | 996,516 | 2,000,000 | 3,306,000 | 454,147 | — | 307,860 | 7,064,523 | | D.E. Bullwinkle Chief Financial Officer and Senior Vice President | 2025 | 458,397 | 133,402(6) | — | — | 142,598 | 121,526 | 855,923 | | | 2024 | 458,397 | 161,000 | 6,855 | — | — | 84,879 | 711,131 | | | 2023 | 458,397 | 46,000 | 428,000 | 590,495 | — | 168,646 | 1,691,538 | | T.R. Taber Senior Vice President Advanced Materials & Chemicals, Chief Technical Officer and Vice President | 2025 | 398,606 | — | — | — | 140,000 | 58,821 | 597,427 | | | 2024 | 398,606 | 155,000 | — | — | — | 62,932 | 616,538 | | | 2023 | 398,606 | 40,000 | 428,000 | 319,857 | — | 154,945 | 1,341,408 | | R.W. Byrd General Counsel, Secretary and Senior Vice President | 2025 | 323,868 | 8,452(7) | — | — | 100,748 | 73,034 | 506,102 | | | 2024 | 323,868 | 113,750 | 47,866 | — | — | 66,444 | 551,928 | | | 2023 | 323,868 | 32,500 | 214,000 | 263,855 | — | 132,215 | 966,438 | | R. T. Michaels Chief Accounting Officer and Corporate Controller | 2025 | 269,059 | 6,018(8) | — | — | 71,742 | 86,966 | 433,785 | | | 2024 | 269,059 | — | — | — | 74,520 | 63,288 | 406,867 | | | 2023 | 269,059 | — | 128,400 | — | 72,091 | 112,752 | 582,302 |

  60. SUMMARY COMPENSATION TABLE

    | (1) This column reports the base salary paid to each of our NEOs during each year reported. |

  61. SUMMARY COMPENSATION TABLE

    | (2) This column reports the aggregate grant date fair value (as calculated for financial reporting purposes), without any reduction for risk of forfeiture, for all restricted stock units (RSUs) and performance stock units (PSUs) granted during each year reported. The amounts reported in this column have been calculated in accordance with FASB ASC Topic 718. For 2025, the |

  62. SUMMARY COMPENSATION TABLE

    grant date fair value of each PSU granted to Mr. Continenza on February 20, 2025 was $7.43. The grant date fair value of each RSU granted to Mr. Continenza on November 29, 2025 was $7.64. Additional details on accounting for stock-based compensation for 2025 can be found in Note 23 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025.

  63. SUMMARY COMPENSATION TABLE

    | (3) For 2025, this column reports the payments made for 2025 to Messrs. Bullwinkle, Byrd and Michaels under the Functional Group Management Bonus Plan (MPF) and the payment made to Dr. Taber under his individualized special plan based on Advanced Materials and Chemicals (AM&C) revenue performance. |

  64. SUMMARY COMPENSATION TABLE

    | (4) For 2025, this column reports the aggregate change in the present value of the NEO’s accumulated benefits under their applicable pension plan (KRIP, KCBP and KURIP), to the extent the NEO participates in such arrangement. All of our NEOs participated in KRIP and the new KCBP. During 2025, Dr. Taber had a frozen benefit under KURIP. There were no above-market or preferential earnings on Nonqualified Deferred Compensation. |

  65. SUMMARY COMPENSATION TABLE

    | | 2025 | | | 2024 | | | 2023 | | | | Name | Change in Pension Value ($)(a) | Above- Market Interest ($) | Total Value ($) | Change in Pension Value ($)(a) | Above- Market Interest ($) | Total Value ($) | Change in Pension Value ($) | Above- Market Interest ($) | Total Value ($) | | J.V. Continenza | 78,450 | — | 78,450 | 81,691 | — | 81,691 | 307,860 | — | 307,860 | | D.E. Bullwinkle | 121,526 | — | 121,526 | 84,879 | — | 84,879 | 168,646 | — | 168,646 | | T.R. Taber | 58,821 | — | 58,821 | 62,932 | — | 62,932 | 154,945 | — | 154,945 | | R.W. Byrd | 73,034 | — | 73,034 | 66,444 | — | 66,444 | 132,215 | — | 132,215 | | R.T. Michaels | 86,966 | — | 86,966 | 63,288 | — | 63,288 | 112,752 | — | 112,752 |

  66. SUMMARY COMPENSATION TABLE

    | (a) Changes in pension value are due to interest on past accruals, additional pay and service credits and changes in assumptions. |

  67. SUMMARY COMPENSATION TABLE

    | (5) For 2025, Mr. Continenza received a $2 million payment pursuant to the CEO Employment Agreement for the refinancing of our term loan debt in 2025 and $1.25 million pursuant to the CEO Employment Agreement for his annual incentive for 2025. |

  68. SUMMARY COMPENSATION TABLE

    | (6) For 2025, Mr. Bullwinkle received a special performance bonus of $115,000 related to the KRIP reversion. The Committee also applied positive discretion to increase Mr. Bullwinkle’s bonus under the MPF by $18,402, which is included in this column for 2025. |

  69. SUMMARY COMPENSATION TABLE

    | (7) For 2025, the Committee applied positive discretion to increase Mr. Byrd’s bonus under the MPF by $8,452, which is included in this column for 2025. |

  70. SUMMARY COMPENSATION TABLE

    | (8) For 2025, the Committee applied positive discretion to increase Mr. Michael’s bonus under the MPF by $6,018, which is included in this column for 2025. |

  71. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE The compensation included in the following table reflects the equity granted under our 2013 Incentive Plan during 2025.

  72. GRANTS OF PLAN-BASED AWARDS TABLE

    | Name | Award Description | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold (#) | Target (#) | Max. (#) | | | | J.V. Continenza | 2025 RSU(1) | 11/29/2025 | | | | 163,613 | 1,250,003 | | J.V. Continenza | 2025 PSU(2) | 02/20/2025 | | 168,237 | | | 1,250,001 |

  73. GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) The RSUs vest in substantially equal instalments on the first, second and third anniversaries of the grant date, subject to continued employment through each vesting date (except as otherwise provided by the CEO Employment Agreements). |

  74. GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) The PSUs vest in substantially equal instalments on the Committee meeting dates in February 2026, 2027 and 2028, subject to continued employment through each vesting date and achievement of the Annual Commitment Plan for each of the 2025, 2026 and 2027 fiscal years (each except as otherwise provided by the CEO Employment Agreements). |

  75. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE The following table sets forth additional information concerning equity awards held by our NEOs as of December 31, 2025.

  76. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(1) | Number of Shares or Units of Stock Held that Have Not Vested (#)(2) | Market Value of Shares or Units of Stock Held that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | J.V. Continenza | 298,780(4) | | 4.53 | 02/19/2029 | | | | | | | 298,780(4) | | 6.03 | 02/19/2029 | | | | | | | 170,733(4) | | 12 | 02/19/2029 | | | | | | | 350,000(5) | | 4.53 | 02/19/2029 | | | | | | | 350,000(5) | | 6.03 | 02/19/2029 | | | | | | | 200,000(5) | | 12 | 02/19/2029 | | | | | | | | | | | 100,000(6) | 846,000 | | | | | | | | | 196,336(7) | 1,661,003 | | | | | | | | | 114,943(8) | 972,418 | | | | | | | | | 163,613(9) | 1,384,166 | | | | | | | | | 245,098(10) | 2,073,529 | | | | | | | | | 168,237(11) | 1,423,285 | | | | D.E. Bullwinkle | 15,000(12) | | 3.03 | 02/19/2026 | | | | | | | 10,000(13) | | 4.53 | 02/19/2029 | | | | | | | 10,000(13) | | 6.03 | 02/19/2029 | | | | | | | 10,000 (13) | | 12 | 02/19/2029 | | | | | | | 45,942(14) | | 16.24 | 06/30/2026 | | | | | | | 355,330(15) | | 12.5 | 09/13/2027 | | | | | | | 72,017(16) | | 3.9 | 12/03/2028 | | | | | | | | | | | 16,668(17) | 141,011 | | | | | | | | | | | 50,000(18) | 423,000 | | T.R. Taber | 36,927(19) | | 15.58 | 09/02/2026 | | | | | | | 182,742(15) | | 12.5 | 09/13/2027 | | | | | | | 37,038(16) | | 3.9 | 12/03/2028 | | | | | | | | | | | 16,668(17) | 141,011 | | | | | | | | | | | 50,000(18) | 423,000 | | R.W. Byrd | 15,000)(12) | | 3.03 | 02/19/2026 | | | | | | | 10,000(13) | | 4.53 | 02/19/2029 | | | | | | | 10,000(13) | | 6.03 | 02/19/2029 | | | | | | | 10,000(13) | | 12 | 02/19/2029 | | | | | | | 30,457(15) | | 12.5 | 09/13/2027 | | | | | | | 70,000(20) | | 3.09 | 01/15/2026 | | | | | | | 16,667(21) | 8,333(21) | 4.28 | 05/16/2030 | | | | | | | | 25,000(22) | 4.28 | 05/16/2030 | | | | | | | | | | | 8,334(17) | 70,506 | | | | | | | | | | | 25,000(18) | 211,500 | | R.T. Michaels | | | | | 10,000(17) | 84,600 | | |

  77. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (1) The dates reflected in the table show the expiration dates as of December 31, 2025. |

  78. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (2) This column represents outstanding awards of RSUs and PSUs. |

  79. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (3) This column represents the market value of RSUs that have not vested as of December 31, 2025, which was calculated using a stock value of $8.46 per share, which was the closing price of our common stock as of December 31, 2025, the last trading day of the year. |

  80. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (4) This stock option was granted on July 27, 2020, in four tranches with separate exercise prices. Pursuant to the terms of the award agreement, 499,974 shares (28.57% of each tranche) vested on the grant date, an additional 1,187,549 shares (67.86% of each tranche) vested on July 29, 2020 upon the conversion of 95% of the $100,000,000 of our outstanding 5% Secured Convertible Promissory Notes due 2021 (2021 Notes), and the remaining 62,477 shares (3.57% of each tranche) vested on September 30, 2020 upon the conversion of the remaining 5% of the outstanding 2021 Notes. On February 16, 2023, the outstanding stock options were amended to extend the original expiration date by three years. |

  81. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (5) This stock option was granted on February 20, 2019, and vested one-half on the grant date with the remaining half vesting in substantially four equal instalments on May 20, 2019, August 20, 2019, November 20, 2019, and February 20, 2020. On February 16, 2023, this option was amended to extend the original expiration date by three years. |

  82. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (6) These RSUs were granted on February 26, 2023. The first tranche vested on February 26, 2024, the second tranche vested on February 26, 2025, and the remaining tranche vested on February 26, 2026. |

  83. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (7) These RSUs were granted on November 29, 2023. The first tranche vested on November 29, 2024, the second tranche vested on November 29, 2025, and the remaining tranche vests on November 29, 2026. |

  84. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (8) These RSUs were granted on November 29, 2024. The first tranche vested on November 29, 2025, and the remaining tranches vest in two equal instalments on November 29, 2026, and November 29, 2027. |

  85. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (9) These RSUs were granted on November 29, 2025, and vest in three equal instalments on November 29, 2026, November 29, 2027, and November 29, 2028. |

  86. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (10) These PSUs were granted on March 26, 2024. The first tranche vested on February 20, 2025, the second tranche vested on February 12, 2026 and the remaining tranche will vest on the Committee meeting date in February 2027. |

  87. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (11) These PSUs were granted on February 20, 2025. The first tranche vested on February 12, 2026, the remaining tranches will vest in two equal instalments on the Committee meeting dates in February 2027 and 2028. |

  88. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (12) This stock option was granted on July 27, 2020, and vested in three substantially equal instalments on July 27, 2021, July 27, 2022, and July 27, 2023. |

  89. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (13) This stock option was granted on July 27, 2020, and vested in three substantially equal instalments on July 27, 2021, July 27, 2022, and July 27, 2023. On February 16, 2023, this option was amended to extend the original expiration date by three years. |

  90. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (14) This stock option was granted on July 1, 2016, and vested in three substantially equal instalments on July 1, 2017, July 1, 2018, and July 1, 2019. On February 16, 2023, this option was amended to extend the original expiration date by three years. |

  91. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (15) This stock option was granted on September 14, 2017, and vested in three substantially equal instalments on September 14, 2018, September 14, 2019, and September 14, 2020. On February 16, 2023, this option was amended to extend the original expiration date by three years. |

  92. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (16) This stock option was granted on December 4, 2018, and vested in three substantially equal instalments on September 3, 2019, September 3, 2020, and September 3, 2021. On February 16, 2023, this option was amended to extend the original expiration date by three years. |

  93. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (17) These RSUs were granted on May 17, 2023. The first tranche vested on May 17, 2024, the second tranche vested on May 17, 2025, and the remaining tranche will vest on May 17, 2026. |

  94. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (18) These PSUs were granted on May 17, 2023, and will vest on May 17, 2026, if the volume-weighted average price per share of common stock within the 20 trading day period before the vesting date exceeds $4.71. |

  95. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (19) This stock option was granted on September 3, 2016, and vested in three substantially equal instalments on September 3, 2017, September 3, 2018, and September 3, 2019. On February 16, 2023, this option was amended to extend the original expiration date by three years. |

  96. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (20) This stock option was granted on January 16, 2019, and vested in three substantially equal instalments on January 16, 2020, January 16, 2021, and January 16, 2022. |

  97. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (21) This stock option was granted on May 17, 2023. The first tranche vested on May 17, 2024, the second tranche vested on May 17, 2025, and the remaining tranche will vest on May 17, 2026. |

  98. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (22) This stock option was granted on May 17, 2023, and vests on May 17, 2026, if the volume-weighted average price per share of common stock within the 20 trading day period before the vesting date exceeds $4.71. |

  99. OPTION EXERCISES AND STOCK VESTED TABLE

    OPTION EXERCISES AND STOCK VESTED TABLE

  100. OPTION EXERCISES AND STOCK VESTED TABLE

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(1) (#) | Value Realized On Exercise(2) ($) | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting(3) ($) | | J.V. Continenza | 2,131,707 | 17,757,119 | 453,806 | 3,369,078 | | D.E. Bullwinkle | 0 | 0 | 16,666 | 108,162 | | T.R. Taber | 0 | 0 | 16,666 | 108,162 | | R.W. Byrd | 19,744 | 157,952 | 8,333 | 54,081 | | R.T. Michaels | 0 | 0 | 10,000 | 64,900 |

  101. OPTION EXERCISES AND STOCK VESTED TABLE

    | (1) Mr. Continenza exercised 2,131,707 options by means of a net exercise and received 822,600 shares. |

  102. OPTION EXERCISES AND STOCK VESTED TABLE

    | (2) This column represents the value of Options exercised during 2025. |

  103. OPTION EXERCISES AND STOCK VESTED TABLE

    | (3) This column represents the value of RSUs that vested during 2025, based on the closing stock price on the vesting date. |

  104. PENSION BENEFITS FOR 2025

    PENSION BENEFITS FOR 2025 The “Pension Benefits Table” below shows the present value as of December 31, 2025, of the accumulated benefits payable to our NEOs under the new Kodak Cash Balance Plan (KCBP) and KURIP, including the number of years of service credited to each NEO, as applicable. Our traditional KRIP plan was terminated on March 31, 2025, and all accumulated value in the plan was distributed to our NEOs, who rolled over their distribution to our tax-qualified 401(k) defined contribution plan or an individual retirement account (IRA). The “Pension Benefits Table” below shows the distributions that our NEOs received under KRIP during 2025. All service under KCBP started on April 1, 2025. The methods and assumptions for calculating the present value of accumulated benefits generally follow those set forth in FASB ASC Topic 715 and are consistent with those used in our financial statements as described in Note 20 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. The assumptions used to calculate the present value of accumulated benefits for each NEO are described below.

  105. PENSION BENEFITS TABLE

    PENSION BENEFITS TABLE

  106. PENSION BENEFITS TABLE

    | Name | Plan Name(1) | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($)(2) | | J.V. Continenza(1) | KCBP | .75 | 32,242 | 0 | | | KRIP | | | 785,900 | | D.E. Bullwinkle(2) | KCBP | .75 | 23,314 | 0 | | | KRIP | | | 699,962 | | T.R. Taber(3) | KCBP | .75 | 32,431 | 546,497 | | | KRIP | | | 0 | | | KURIP(3) | 1.62 | 58,593 | 0 | | R.W. Byrd(4) | KCBP | .75 | 31.481 | 0 | | | KRIP | | | 488,096 | | R.T. Michaels(5) | KCBP | .75 | 32,022 | 0 | | | KRIP | | | 514,436 |

  107. PENSION BENEFITS TABLE

    | (1) Our NEOs participated in the cash balance portion of the KRIP for accruals prior to April 1, 2025 and participates in KCBP for accruals after March 31, 2025. |

  108. PENSION BENEFITS TABLE

    | (2) Our NEOs received a lump-sum distribution in October 2025 in connection with the KRIP termination. |

  109. PENSION BENEFITS TABLE

    | (3) Dr. Taber’s post-petition KURIP benefit of $58,593 is payable to him as a lump sum upon his termination of employment with us (less applicable withholding); this amount was fixed following our emergence from bankruptcy. |

  110. Kodak Cash Balance Plan

    Kodak Cash Balance Plan Under KCBP, a hypothetical account is established for each participating employee and, for every month the employee works, the employee’s account is credited with an amount equal to a percentage of the employee’s monthly pay (i.e., base salary and incentive awards, including allowances in lieu of salary for authorized periods of absence, such as illness, vacation or holidays). The pay credit is 12% of an employee’s monthly pay. In addition, the ongoing balance of the employee’s account earns interest at the 30-year Treasury bond rate. All active employees are immediately vested in the plan (no minimum service requirements). Vested benefits under KCBP are payable upon normal retirement (age 65), termination or death. Participants may choose from among various forms of benefits such as a lump sum, a joint and survivor annuity and a straight life annuity. The plan also allows for an in-service distribution for employees age 59½ or older.

  111. NON-QUALIFIED DEFERRED COMPENSATION FOR 2025

    NON-QUALIFIED DEFERRED COMPENSATION FOR 2025 Except for Mr. Continenza, none of our NEOs have non-qualified deferred compensation. We maintain our Deferred Compensation Plan for Directors, which allows non-employee directors to defer some or all of their RSU awards into a phantom stock account. Prior to his appointment as our Executive Chairman effective February 20, 2019, Mr. Continenza had elected to defer 241,589 RSUs for his services as a non-employee director to the Deferred Compensation Plan for Directors.

  112. NON-QUALIFIED DEFERRED COMPENSATION FOR 2025

    | Name | Account Type | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | J.V. Continenza | Deferred RSUs(1) | 0 | 0 | 456,603(2) | 0 | 2,043,843(3) |

  113. NON-QUALIFIED DEFERRED COMPENSATION FOR 2025

    | (1) Represents the 241,589 shares of phantom stock credited to his account under the Deferred Compensation Plan for Directors, which were received for services as a non-employee director prior to his appointment as our Executive Director effective February 20, 2019. This account is payable to Mr. Continenza upon his separation from us as a director in shares of our common stock. |

  114. NON-QUALIFIED DEFERRED COMPENSATION FOR 2025

    | (2) This amount reflects the change in the value of the phantom stock credited to his account under the Deferred Compensation Plan for Directors from December 31, 2024 to December 31, 2025. |

  115. NON-QUALIFIED DEFERRED COMPENSATION FOR 2025

    | (3) This amount reflects the value of the phantom stock credited to his account under the Deferred Compensation Plan for Directors on December 31, 2025, which was calculated using a stock value of $8.46 per share, which was the closing price of our common stock as of December 31, 2025, the last trading day of the year. |

  116. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The discussion below regarding the amounts payable to our NEOs upon certain employment terminations reflects the amounts payable under our outstanding arrangements as of December 31, 2025.

  117. CEO PAY RATIO

    CEO PAY RATIO Pursuant to Item 402(u) of Regulation S-K, we are required to disclose the following information about the relationship between the annual total compensation of our median employee and the annual total compensation of our Chief Executive Officer (our CEO). For 2025, the annual total compensation of the median employee of the Company was $56,399, and the annual total compensation of our CEO was $6,824,970. Based on this information, we reasonably estimate that the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee for 2025 was 121 to 1. To identify our median employee for 2025, we used the following methodology and material assumptions, adjustments and estimates:

  118. CEO PAY RATIO

    | • | We selected October 1, 2025, as the date upon which we would identify our median employee. We determined that as of such date, our overall employee population consisted of approximately 3,429 employees, of which approximately 53% were located in the U.S. |

  119. CEO PAY RATIO

    | • | To identify our median employee, as permitted by the de minimis exception in Item 402(u), we excluded from our overall employee population the employees located in the following countries, which consisted of 170 employees in total: Austria (3); Denmark (3); Netherlands (7); Poland (8); Spain (20); Sweden (4); Switzerland (5); UAE (5); Brazil (16); Australia (18); Hong Kong (4); India (28); Malaysia (2); New Zealand (3); Singapore (18); South Korea (22); and Thailand (6).From our adjusted employee population, we compared the amount of base salary plus bonus and sales incentive from January 1, 2025 through September 30, 2025. We did not prorate the compensation of part-time employees or newly hired employees for this period. For an employee located outside the U.S. who was compensated using non-U.S. currency, we converted the employee’s compensation to U.S. dollars using the exchange rate in effect on October 1, 2025. We did not make any cost-of-living adjustments. |

  120. CEO PAY RATIO

    After we identified our median employee, we calculated the median employee’s annual total compensation for 2025 in accordance with the requirements of the applicable SEC rules. For the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table included in this Proxy Statement. To calculate the pay ratio, we divided our CEO’s annual total compensation by our median employee’s annual total compensation.

  121. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following table and related disclosures. The information contained in this section shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

  122. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The following table sets forth the compensation information of our Principal Executive Officer (PEO) and the average compensation for our other named executive officers (non-PEO NEOs), along with the total shareholder return and net income for each of fiscal year 2025, 2024, 2023, 2022 and 2021. For further information regarding our executive compensation programs, please refer to the section entitled “Compensation Discussion and Analysis.”

  123. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(1) | Average Compensation Actually Paid to non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income | Company- Selected Measure(5) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | | | | 2025 | $6,824,970 | $8,828,564 | $598,309 | $666,147 | $104 | $141 | ($128,000,000) | $62,000,000 | | 2024 | $6,232,547 | $9,196,190 | $571,616 | $738,240 | $81 | $118 | $102,000,000 | $26,000,000 | | 2023 | $7,064,526 | $7,108,443 | $1,145,422 | $791,988 | $48 | $119 | $80,000,000 | $45,000,000 | | 2022 | $2,703,120 | $1,862,776 | $478,669 | $464,672 | $37 | $98 | $26,000,000 | $18,000,000 | | 2021 | $6,042,091 | $4,167,196 | $459,305 | $343,204 | $57 | $127 | $24,000,000 | $11,000,000 |

  124. PAY VERSUS PERFORMANCE TABLE

    | (1) Our PEO for 2020 through 2025 was James V. Continenza. The individuals comprising our non-PEO NEOs for each year were as follows: |

  125. PAY VERSUS PERFORMANCE TABLE

    | 2021 | 2022 | 2023 | 2024 | 2025 | | David E. Bullwinkle | David E. Bullwinkle | David E. Bullwinkle | David E. Bullwinkle | David E. Bullwinkle | | John O’Grady | Terry R. Taber | Terry R. Taber | Terry R. Taber | Terry R. Taber | | | Randy D. Vandagriff | Roger W. Byrd | Roger W. Byrd | Roger W. Byrd | | | Roger W. Byrd | Richard T. Michaels | Richard T. Michaels | Richard T. Michaels | | | John O’Grady | | | |

  126. PAY VERSUS PERFORMANCE TABLE

    | (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to the PEO in 2025, 2024, 2023, 2022, and 2021, as computed in accordance with Item 402(v) of Regulation S-K. Equity compensation fair value was calculated based on assumptions determined in accordance with FASB ASC Topic 718. The dollar amounts do not necessarily reflect the actual amount of compensation earned by or paid to the PEO during the applicable fiscal years. |

  127. PAY VERSUS PERFORMANCE TABLE

    | PEO Compensation Actually Paid Detail | | | | | | | | Compensation Actually Paid Detail | | | | | | Compensation Element | 2021 | 2022 | 2023 | 2024 | 2025 | | Summary Compensation Table (SCT) Reported Total Compensation | $6,042,091 | $2,703,120 | $7,064,526 | $6,232,547 | $6,824,970 | | Aggregate SCT Reported Equity Compensation (-) | ($5,000,000) | ($1,428,000) | ($3,760,150) | ($3,904,340) | ($2,500,004) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $1,404,000 | $915,000 | $3,467,123 | $3,548,201 | $2,807,451 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | $0 | ($326,000) | $255,000 | $1,849,432 | $1,240,553 |

  128. PAY VERSUS PERFORMANCE TABLE

    | PEO Compensation Actually Paid Detail | | | | | | | | Compensation Actually Paid Detail | | | | | | Compensation Element | 2021 | 2022 | 2023 | 2024 | 2025 | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | $1,724,000 | $0 | $0 | $974,191 | $0 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vested During Covered FY (+/-) | $0 | $8,000 | $94,000 | $537,722 | $492,965 | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | $0 | $0 | $0 | $0 | $0 | | Aggregate Change in the Actuarial Present Value of the Accumulated Benefits under Actuarial Pension Plans Reported in the SCT (-) | ($26,324) | ($278,604) | ($307,860) | ($81,691) | ($78,450) | | Actuarially Determined Service Costs for Services Rendered During the Fiscal Year (+) | $23,429 | $33,524 | $36,928 | $40,128 | $41,080 | | Cost/Credit of Benefits Granted During the Covered FY Attributed to Services Rendered in Periods Prior to an Amendment/Initiation (+) | $0 | $235,736 | $258,876 | $0 | $0 | | Compensation Actually Paid Determination | $4,167,196 | $1,862,776 | $7,108,443 | $9,196,190 | $8,828,564 |

  129. PAY VERSUS PERFORMANCE TABLE

    | (3) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO NEOs in 2025,2024, 2023, 2022, and 2021, as computed in accordance with Item 402(v) of Regulation S-K. Equity compensation fair value was calculated based on assumptions determined in accordance with FASB ASC Topic 718. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs during the applicable fiscal years. |

  130. PAY VERSUS PERFORMANCE TABLE

    | Average Non-PEO NEOs Compensation Actually Paid Detail | | | | | | | | Compensation Actually Paid Detail | | | | | | Compensation Element | 2021 | 2022 | 2023 | 2024 | 2025 | | Summary Compensation Table (SCT) Reported Total Compensation | $459,305 | $478,669 | $1,145,422 | $571,616 | $598,309 | | Aggregate SCT Reported Equity Compensation (-) | $0 | $0 | ($593,152) | ($13,680) | $0 | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $0 | $0 | $255,000 | $0 | $0 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | ($54,935) | ($12,962) | $1,063 | $182,226 | $116,914 | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | $0 | $0 | $0 | $13,680 | $0 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vested During Covered FY (+/-) | ($59,086) | $1,059 | $6,755 | $15,975 | ($1,533) | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | $0 | $0 | $0 | $0 | $0 | | Aggregate Change in the Actuarial Present Value of the Accumulated Benefits under Actuarial Pension Plans Reported in the SCT (-) | ($25,053) | ($100,835) | ($142,140) | ($69,386) | ($85,087) |

  131. PAY VERSUS PERFORMANCE TABLE

    | Average Non-PEO NEOs Compensation Actually Paid Detail | | | | | | | | Compensation Actually Paid Detail | | | | | | Compensation Element | 2021 | 2022 | 2023 | 2024 | 2025 | | Actuarially Determined Service Costs for Services Rendered During the Fiscal Year (+) | $22,974 | $27,382 | $33,415 | $37,808 | $37,543 | | Cost/Credit of Benefits Granted During the Covered FY Attributed to Services Rendered in Periods Prior to an Amendment/Initiation (+) | $0 | $71,360 | $85,626 | $0 | $0 | | Compensation Actually Paid Determination | $343,204 | $464,672 | $791,988 | $738,240 | $666,147 |

  132. PAY VERSUS PERFORMANCE TABLE

    | (4) Cumulative total shareholder return (TSR) calculated based on an assumed $100 investment as of December 31, 2020. Peer Group TSR reflects the TSR of the S&P Small Cap 600 IT (total return). |

  133. PAY VERSUS PERFORMANCE TABLE

    | (5) In 2025, the Company used annual Company EBITDA as a financial performance metric associated with annual bonus amounts; therefore, annual Company EBITDA is the Company-selected measure. Note, for fiscal years 2021 - 2024, compensation was pursuant to contractual obligations and no financial measures were used to link compensation to the Company’s performance. See “Financial Performance Measures” below. |

  134. Compensation Actually Paid versus TSR

    Compensation Actually Paid versus TSR

  135. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income

  136. Compensation Actually Paid versus Total Company EBITDA

    Compensation Actually Paid versus Total Company EBITDA

  137. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  138. 2025 Director Compensation Table

    2025 Director Compensation Table Our non-employee directors received the following compensation in 2025:

  139. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Philippe D. Katz | 110,000 | 100,000 | 210,000 | | Kathleen B. Lynch | 110,000 | 100,000 | 210,000 | | Jason New | 90,000 | 100,000 | 190,000 | | Darren L. Richman(2) | 190,000 | 0 | 190,000 | | Michael E. Sileck Jr. | 90,000 | 100,000 | 190,000 | | David P. Bovenzi | 90,000 | 100,000 | 190,000 |

  140. 2025 Director Compensation Table

    | (1) Pursuant to the previous determination of the Board that annual director grants be made on the day of the annual meeting of shareholders, the 2025 RSUs were granted effective May 21, 2025, and vest on the day immediately preceding the 2026 annual meeting of shareholders. The amounts reported in this column have been calculated in accordance with FASB ASC Topic 718. |

  141. 2025 Director Compensation Table

    | (2) Mr. Richman elected to receive cash in lieu of the annual stock grant of RSUs, which will be paid to him on or after the date of the 2026 annual meeting of shareholders. |

  142. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    | • | Mr. Golisano is also a greater than 10% shareholder of Paychex, Inc. (Paychex), a provider of human resources and payroll solutions. During the year ended December 31, 2025, the Company paid Paychex approximately $677,000 to provide payroll and other ancillary services. As a beneficial owner of greater than 10% of the Company’s shares, Mr. Golisano may have been deemed to have an interest in this transaction but was not expected to have any direct identifiable interest in this transaction. Mr. Golisano did not participate in the negotiation, decision-making process, or approval of the agreement between Paychex and the Company. |