EASTMAN KODAK CO

(a)The information set forth below is included herein for the purpose of providing the disclosure required under “Item 1.01 Entry Into a Material Definitive Agreement” and "Item 3.02 – Unregistered Sales of Equity Securities” of Current Report on Form 8-K in lieu of filing a Form 8-K.

Entry Into a Material Agreement

Series C Preferred Stock Exchange Agreement

On August 8, 2025, the Company and GO EK Ventures IV, LLC (the “Investor”) entered into a Series C Preferred Stock Exchange Agreement (the “Series C Exchange Agreement”) pursuant to which the Investor agreed to exchange (the “Series C Exchange”) 1,241,871 shares of the Company’s 5.0% Series C Convertible Preferred Stock, no par value (the “Series C Preferred Stock”), held by the Investor (such shares, the “Series C Exchange Shares”), which represents all of the outstanding shares of the Company’s Series C Preferred Stock, for a number of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) equal to the aggregate liquidation preference of the Series C Exchange Shares of $124,187,100 plus any accrued and unpaid dividends thereon, divided by $8.25 per share (the “Exchange Rate”). The Exchange Rate represented a 16% premium over the last reported sale price of the Company’s Common Stock on August 7, 2025.

The Series C Exchange was consummated on August 8, 2025, in connection with which the Company issued 15,103,163 shares of Common Stock to the Investor in exchange for the Series C Exchange Shares and the accrued and unpaid dividends thereon in accordance with the terms of the Series C Exchange Agreement.

The Series C Exchange Agreement contains largely customary terms for private repurchases of preferred shares and private investments in public companies, including representations, warranties, covenants and closing conditions.

The Series C Exchange Agreement also provides for the Company to register for resale the shares of Common Stock issued pursuant to the Series C Exchange in accordance with the terms set forth in the Amended and Restated Registration Rights Agreement described further below.

The Series C Exchange Agreement also provides that, for so long as the Investor holds at least 10% of the Common Stock of the Company, the Company will, subject to certain customary conditions, nominate an individual designated by the Investor (who will initially be David P. Bonenzi) as a member of the Board at each annual or special meeting of the Company’s shareholders during such period.

The foregoing description of the Series C Exchange and the Series C Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Series C Exchange Agreement, a copy of which is attached as Exhibit 4.1 to this Quarterly Report on Form 10-Q.

Amended and Restated Registration Rights Agreement

On August 8, 2025, in connection with the Series C Exchange, the Company entered into an Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) with the Investor, which amends the existing Registration Rights Agreement, dated as of February 26, 2021 (the “Existing Registration Rights Agreement”), to require the Company to register for resale the shares of Common Stock issuable pursuant to the Series C Exchange in accordance with the terms of set forth in the Amended and Restated Registration Rights Agreement. The Amended and Restated Registration Rights Agreement supersedes the Existing Registration Rights Agreement, and includes customary terms and conditions, including certain customary indemnification obligations.

The foregoing description of the Amended and Restated Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Registration Rights Agreement, a copy of which is attached as Exhibit 4.2 to this Quarterly Report on Form 10-Q.

Unregistered Sale of Equity Securities

The information contained above under the heading “Series C Preferred Stock Exchange Agreement” regarding the Series C Exchange and the issuance of Common Stock to the Series C Preferred Stockholder in connection with the Series C Exchange is incorporated into this section by reference. The repurchase and exchange of the Series C Preferred Stock and the offer and sale of the Common Stock pursuant to the Series C Exchange Agreement are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act.

(c) Rule 10b5-1 Trading Plans

On June 16, 2025, Roger W. Byrd, General Counsel, Secretary and Senior Vice President, adopted a Rule 10b5-1 trading arrangement (as defined under SEC rules) with respect to the potential exercise of vested stock options and the associated sale of up to 135,201 shares of Kodak common stock, subject to certain conditions, which plan commences on September 15, 2025 and expires on February 19, 2026 or upon the earlier completion of all authorized transactions under such plan.