EASTMAN KODAK CO

Risk Mitigating Policies

Compensation Recoupment (Clawback) Policy

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.

Insider Trading Policy

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.

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.

Restrictions on Hedging and Pledging

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.

Executive Officer Share Ownership Guidelines

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 Considerations

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.

Say-On-Pay

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.