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EASTMAN KODAK CO

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

KODK$8.01+8.2%Stored close · as of Nov 6, 2026

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Notes to Financial Statements (Unaudited)

NOTE 1: BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS

BASIS OF PRESENTATION

The consolidated interim financial statements are unaudited, and certain information and footnote disclosures related thereto normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying unaudited consolidated interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results of operations, financial position and cash flows of Eastman Kodak Company and all companies directly or indirectly controlled, either through majority ownership or otherwise (“Kodak” or the “Company”). The results of operations for the interim periods are not necessarily indicative of the results for the entire fiscal year. These consolidated interim statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).

RECLASSIFICATIONS

Certain amounts from previous periods have been reclassified to conform to the current period classification of paid-in-kind interest expense in the Consolidated Statement of Cash Flows.

GOING CONCERN

As disclosed in the Company’s quarterly report on Form 10‐Q for the quarter ended June 30, 2025, Kodak had debt coming due within twelve months and its plans to adequately fund its debt obligations at that time were not solely within the Company’s control and therefore were not deemed “probable” under U.S. GAAP.

As of the date of issuance of these consolidated interim financial statements, the Company has extended the maturity dates of the Term Loans (defined below) and the L/C Facility Agreement (defined below). In addition, as of the date of issuance of these consolidated interim financial statements, Kodak has settled approximately $2.1 billion of pension obligations under the Kodak Retirement Income Plan (“KRIP”) and will transfer the remaining liabilities of approximately $15 million for missing participants to the Pension Benefit Guaranty Corporation (“PBGC”) by the end of November 2025. Upon completing the transfer of these remaining liabilities to the PBGC, all pension obligations under KRIP will be fully settled and the excess pension assets will be distributed to the Company and the Kodak Cash Balance Plan, given the authority of the Plan Sponsor (Kodak) to distribute such assets. Refer to Note 19, “Subsequent Events” for additional information on the amendments for the Term Loans and L/C Facility Agreement as well as the settlement of KRIP’s pension obligations.

Based on the actions completed by management, the Company will receive sufficient proceeds from the reversion of cash from KRIP to the Company in December 2025 to adequately fund the Company’s debt obligations required to be paid from such proceeds or otherwise maturing within twelve months as of the filing of this Form 10-Q. Therefore, the prior conditions that raised substantial doubt about Kodak’s ability to continue as a going concern, as disclosed in the Form 10-Q for the quarter ended June 30, 2025, have been resolved.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

No accounting pronouncements were recently adopted by Kodak.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires disclosure of additional categories of information about federal, state and foreign income taxes in the rate reconciliation table and more details about the reconciling items in some categories if items meet a quantitative threshold. The ASU requires entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance makes several other changes to the disclosure requirements. The ASU is required to be applied prospectively, with the option to apply it retrospectively. The ASU is effective for Kodak for the fiscal year ending December 31, 2025, and the required disclosures will be included in Kodak's Form 10-K for the year ending December 31, 2025. As the requirements of this ASU relate to disclosure only, the adoption of this ASU will not have a material impact on Kodak’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires public business entities to disclose specified information about certain costs and expenses, including but not limited to purchases of inventory, employee compensation, depreciation, and intangible asset amortization, in a tabular format within the notes to their financial statements, as well as provide additional disclosures related to certain other specified expenses. The ASU may be applied on either a prospective or retrospective basis and is effective for annual reporting periods beginning after December 15, 2026 (January 1, 2027 for Kodak) and interim reporting periods beginning after December 15, 2027 (January 1, 2028 for Kodak). As the requirements of this ASU relate to disclosure only, the adoption of this ASU will not have a material impact on Kodak’s consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 modernizes the accounting for internal-use software to reflect the evolution of software development to using an incremental and iterative development method. Accordingly, the ASU removes all references in Subtopic 350-40 to prescriptive and sequential software development phases (or “project stages”), and requires an entity to start capitalizing software costs when both (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The ASU may be applied using either a prospective, retrospective, or modified transition approach, and is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within such annual reporting periods (January 1, 2028 for Kodak). The Company is currently evaluating the impact of this ASU.

NOTE 2: CASH, CASH EQUIVALENTS AND RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Statement of Financial Position that sums to the total of such amounts shown in the Consolidated Statement of Cash Flows:

September 30,December 31,
(in millions)20252024
Cash and cash equivalents$168$201
Restricted cash reported in Other current assets88
Restricted cash9592
Total cash, cash equivalents and restricted cash shown in the Consolidated Statement of Cash Flows$271$301

Restricted cash reported in Other current assets on the Consolidated Statement of Financial Position primarily represented amounts that support hedging activities as of September 30, 2025 and December 31, 2024.

Restricted cash included $25 million and $29 million as of September 30, 2025 and December 31, 2024, respectively, representing the cash collateral required to be posted by the Company under the Amended and Restated L/C Facility Agreement, defined below. In addition, restricted cash as of September 30, 2025 and December 31, 2024 included $61 million and $55 million, respectively, primarily representing cash collateral supporting the Company’s undiscounted actuarial workers’ compensation obligations with the New York State Workers’ Compensation Board ("NYS WCB"). Restricted cash also included $7 million and $6 million of security posted related to Brazilian legal contingencies as of September 30, 2025 and December 31, 2024, respectively.

NOTE 3: INVENTORIES, NET

September 30,December 31,
(in millions)20252024
Finished goods$95$90
Work in process7769
Raw materials6460
Total$236$219

NOTE 4: DEBT AND CREDIT FACILITIES

Term Loan Credit Agreement

On February 26, 2021, the Company and certain of its subsidiaries (the "Subsidiary Guarantors") entered into a Credit Agreement (the “Original Term Loan Credit Agreement”) with certain funds affiliated with Kennedy Lewis Investment Management LLC (“KLIM”) as lenders (the “Original Term Loan Lenders”) and Alter Domus (US) LLC, as administrative agent (the “Term Loan Agent”). Pursuant to the Original Term Loan Credit Agreement, the Original Term Loan Lenders provided the Company with (i) an initial term loan in the amount of $225 million, which was drawn in full on the same date, and (ii) a commitment to provide delayed draw term loans in an aggregate principal amount of up to $50 million on or before February 26, 2023 (collectively, the “Original Term Loans”). The delayed draw term loans were drawn in full on June 15, 2022. The maturity date of the Original Term Loans was February 26, 2026, and the Original Term Loans were non-amortizing.

On June 30, 2023, the Company and the Subsidiary Guarantors entered into an amendment (the “Term Loan Amendment”) to the Original Term Loan Credit Agreement (the Original Term Loan Credit Agreement, as amended and restated the “Amended and Restated Term Loan Credit Agreement”), with certain funds affiliated with KLIM as lenders (the “Term Loan Lenders”) and the Term Loan Agent. Subject to the terms and conditions of the Term Loan Amendment, the Term Loan Lenders provided the Company with a commitment to provide term loans in an aggregate principal amount of $450 million (the “Term Loans”).

On July 21, 2023, the Amended and Restated Term Loan Credit Agreement became effective and the Company completed its borrowing of the Term Loans. The Company received net proceeds of $435 million from the Term Loans which were used to (i) refinance the obligations under the Original Term Loan Credit Agreement, (ii) repay in full and terminate the commitments under the Company’s asset-based revolving credit facility made available pursuant to amendment No. 5 to the Amended and Restated Credit Agreement (the “2023 Amended ABL Credit Agreement") with the lenders party thereto, Bank of America, N.A., as administrative agent and collateral agent, (iii) repay in full the Company’s outstanding 5.0% unsecured convertible promissory notes due May 28, 2026 (the "Convertible Notes") held by the Original Term Loan Lenders, (iv) pay certain fees and expenses related to the foregoing and the Amended and Restated L/C Facility Agreement (as defined below), (v) provide cash collateral in respect of the Amended and Restated L/C Facility Agreement, as described below, or other collateral obligations, and (vi) for general corporate purposes and working capital needs of the Company and its subsidiaries (a net amount of $29 million).

The Term Loan Amendment also amended and restated the Original Term Loan Credit Agreement to, among other things, (i) extend the maturity date to the earlier of August 15, 2028 or the date that is 91 days prior to the maturity date or mandatory redemption date of any of the Company’s then-outstanding Series B Preferred Stock or Series C Preferred Stock ("Convertible Securities") or any extensions or refinancings of any of the foregoing, (ii) make certain other changes to the terms of the Original Term Loan Credit Agreement and (iii) make certain other changes to the terms of the Guarantee and Collateral Agreement, dated as of February 26, 2021, among the Company, the Subsidiary Guarantors and the Term Loan Agent.

The Term Loans bear interest at a rate of 7.5% per annum payable in cash (the “Cash Interest Payment”) and 5.0% per annum payable “in-kind” ("PIK") or in cash at the Company’s option, for an aggregate interest rate of 12.5% per annum. Obligations under the Amended and Restated Term Loan Credit Agreement are secured by a first priority lien on substantially all assets of the Company and the Subsidiary Guarantors (subject to certain exceptions) not constituting L/C Cash Collateral, as defined below (collectively, the “Term Loan Priority Collateral”), and a second priority lien on the L/C Cash Collateral.

The Amended and Restated Term Loan Credit Agreement continues to limit, among other things, the ability of the Company and its Restricted Subsidiaries (as defined in the Amended and Restated Term Loan Credit Agreement) to (i) incur indebtedness, (ii) incur or create liens, (iii) dispose of assets, (iv) make restricted payments and (v) make investments. The Amended and Restated Term Loan Credit Agreement contains customary affirmative covenants, including delivery of certain of the Company’s financial statements, and customary event of default provisions, including a cross-default provision that would give rise to an event of default if there is a default under or acceleration of “Material Indebtedness” other than intercompany indebtedness. Material Indebtedness includes obligations having a principal amount of at least $20 million (increasing to $25 million if the Term Loans are paid down to $200 million, which is referred to as the “Deleveraging Milestone Date”). The Amended and Restated Term Loan Credit Agreement does not include a financial maintenance covenant or any subjective acceleration clauses.

On February 26, 2025, the Company and the Subsidiary Guarantors entered into the First Amendment to the Amended and Restated Term Loan Credit Agreement (the “February 2025 Term Loan Credit Agreement Amendment”) with the Term Loan Lenders and the Term Loan Agent to modify the maturity date of the Term Loans to the earlier of August 15, 2028 or May 22, 2026, the date that is five days prior to the maturity date or mandatory redemption date of any of the Company’s then-outstanding Convertible Securities or any extensions or refinancings of any of the foregoing.

On May 7, 2025, the Company and the Subsidiary Guarantors entered into the Second Amendment to the Amended and Restated Term Loan Credit Agreement (the “May 2025 Term Loan Credit Agreement Amendment”). The May 2025 Term Loan Credit Agreement Amendment provides the Company the option to pay the Cash Interest Payment entirely in PIK for the next six quarterly interest payments. In addition, the May 2025 Term Loan Credit Agreement Amendment revises the mandatory prepayment provisions under the Amended and Restated Term Loan Credit Agreement requiring Kodak to use 100% of the net cash proceeds from certain transactions to prepay Term Loans until the amount of the Term Loans is reduced to $200 million and, thereafter, to use 50% of the net cash proceeds to prepay Term Loans until the amount of the Term Loans is reduced to $100 million, in each case plus a 1% prepayment fee. The Company elected to pay the Cash Interest Payment for the second and third quarters of 2025 entirely in PIK.

On November 4, 2025, the Company and the Subsidiary Guarantors entered into the Third Amendment to the Amended and Restated Credit Agreement with the Term Loan Lenders and the Term Loan Agent which, among other things, modified the maturity date of the Term Loans. Refer to Note 19, “Subsequent Events” for additional information.

Letter of Credit Facility Agreement

On February 26, 2021, the Company and the Subsidiary Guarantors entered into a Letter of Credit Facility Agreement (the “L/C Facility Agreement”) among the Company, the Subsidiary Guarantors, the lenders party thereto (the “L/C Lenders”), Bank of America, N.A., as agent, and Bank of America, N.A., as issuing bank. Pursuant to the L/C Facility Agreement, the L/C Lenders committed to issue letters of credit on the Company’s behalf in an aggregate amount of up to $50 million, provided that the Company posts cash collateral in an amount greater than or equal to 103% of the aggregate amount of letters of credit issued and outstanding at any given time (the “L/C Cash Collateral”).

On March 14, 2023, the Company entered into an amendment to the L/C Facility Agreement (the “2023 Amended L/C Facility Agreement”) to, among other things: (i) extend the maturity date of the L/C Facility Agreement from February 26, 2024 to the earliest of June 12, 2024, the termination of the 2023 Amended ABL Credit Agreement, as applicable, or the date that is 91 days prior to the earliest scheduled maturity date or mandatory redemption date of any of the Company’s Term Loans, Convertible Notes, Series B Preferred Stock, Series C Preferred Stock or any refinancing of any of the foregoing and (ii) require the Company to maintain daily Minimum Liquidity of $50 million, subject to certain cure rights, and to maintaining a quarterly Minimum Liquidity of $80 million. Each of the capitalized but undefined terms used in the context of describing the 2023 Amended L/C Facility Agreement has the meaning ascribed to such term in the 2023 Amended L/C Facility Agreement.

The 2023 Amended L/C Facility Agreement required the Company to maintain Excess Availability above the greater of 12.5% of lender commitments or $11.25 million. If Excess Availability fell below the greater of 12.5% of lender commitments or $11.25 million, a Fixed Charge Coverage Ratio Trigger Event would have occurred under the 2023 Amended L/C Facility Agreement. During any Fixed Charge Coverage Ratio Trigger Event, the Company would have been required to maintain a Fixed Charge Coverage Ratio of greater than or equal to 1.0 to 1.0. Since Excess Availability was greater than 12.5% of lender commitments or $11.25 million throughout the term of the 2023 Amended L/C Facility Agreement, Kodak was not required to have a minimum Fixed Charge Coverage Ratio of greater than or equal to 1.0 to 1.0.

On June 30, 2023, the Company and the Subsidiary Guarantors entered into an amendment (the “June 2023 L/C Facility Amendment”) to the 2023 Amended L/C Facility Agreement (as amended and restated by the June 2023 L/C Facility Amendment, the “Amended and Restated L/C Facility Agreement”), with Bank of America, N.A., as L/C Lender, L/C Agent and Issuing Bank. The June 2023 L/C Facility Amendment became effective on July 21, 2023.

Under the terms and conditions of the June 2023 L/C Facility Amendment, the L/C Lender increased the commitment to issue letters of credit on the Company’s behalf from an aggregate amount of up to $50 million, to an aggregate amount of up to $100 million (the “L/C Facility Commitments”), until August 30, 2023; provided that, at all times, the Company posted cash collateral in an amount greater than or equal to 104% of the aggregate amount of letters of credit issued and outstanding at any given time (the “L/C Cash Collateral”).

Upon the termination of the 2023 Amended ABL Credit Agreement on July 21, 2023, the letters of credit totaling $58 million issued under the 2023 Amended ABL Credit Agreement were transferred to the Amended and Restated L/C Facility Agreement. The Company used $59 million of the net proceeds from the Term Loans to cash collateralize the letters of credit transferred to the L/C Facility. In August 2023, the Company used $68 millionof the funds in the L/C Cash Collateral account to cash collateralize the

Company’sundiscounted actuarial workers’ compensation obligations directly with the NYS WCB, reducing the issued letters of credit to $31 million, and elected to reduce the L/C Facility Commitments to $50 million effective August 15, 2023.

The June 2023 L/C Facility Amendment also amended and restated the 2023 Amended L/C Facility Agreement to, among other things, (i) extended the maturity date to the earliest of (x) the fifth anniversary of the Restatement Date (as defined therein), (y) the date that is 90 days prior to the maturity of the Amended and Restated Term Loan Credit Agreement, as such date may be extended pursuant to the terms thereof (or the maturity date of any refinancing thereof), or (z) the date that is 90 days prior to the earliest scheduled maturity date or mandatory redemption date of any of the Company’s then-outstanding Convertible Securities or any refinancings of any of the foregoing, (ii) eliminated the existing cash maintenance requirements, and (iii) made certain other changes to the terms of the 2023 Amended L/C Facility Agreement.

Approximately $24 million and $27 million letters of credit were issued under the Amended and Restated L/C Facility Agreement as of September 30, 2025 and December 31, 2024, respectively. The balance on deposit in the L/C Cash Collateral account as of September 30, 2025 and December 31, 2024 was approximately $25 million and $29 million, respectively.

The Company’s obligations under the Amended and Restated L/C Facility Agreement are guaranteed by the Subsidiary Guarantors and are secured by (i) a first priority lien on the L/C Cash Collateral and (ii) a second priority lien on certain Term Loan Priority Collateral of the Company and U.S. subsidiary guarantors.

The Amended and Restated L/C Facility Agreement contains certain affirmative and negative covenants similar to the affirmative and negative covenants contained in the Amended and Restated Term Loan Credit Agreement. The Amended and Restated L/C Facility Agreement does not include a minimum liquidity or financial maintenance covenant.

The Company will pay an unused line fee of 37.5-50 basis points per annum, depending on whether the unused portion of the maximum commitments is less than or equal to 50% or greater than 50% of such commitments, respectively. The Company will pay a letter of credit fee of 3.75% per annum on issued and outstanding letters of credit, in addition to a fronting fee of 25 basis points on such letters of credit. Amounts drawn under any letter of credit will be reimbursed from the L/C Cash Collateral. If not so reimbursed, and not otherwise repaid by the Company to the L/C Lender, such amounts will accrue interest, to be paid monthly, at a floating Base Rate (as defined in the Amended and Restated L/C Facility Agreement) plus 2.75% per annum until repaid.

On February 26, 2025, the Company and the Subsidiary Guarantors entered into an amendment to the Amended and Restated L/C Facility Agreement (the “2025 L/C Facility Agreement Amendment”) with the L/C Lenders and Bank of America, N.A. to modify the maturity date of the facility to the earliest of (x) the fifth anniversary of the Restatement Date, (y) May 12, 2026, the date that is 10 days prior to the maturity of the Amended and Restated Term Loan Credit Agreement, as such date may be extended pursuant to the terms thereof, or (z) May 13, 2026, the date that is 15 days prior to the earliest scheduled maturity date or mandatory redemption date of any of the Company’s then-outstanding Convertible Securities. Upon a Permitted Refinancing (as defined therein) of any of the foregoing, the springing maturity date will be 30 days prior to the maturity date or redemption date of the refinancing.

On November 4, 2025, the Company and the Subsidiary Guarantors entered into Amendment No. 4 to the L/C Facility Agreement with the L/C Lenders and Bank of America, N.A. which, among other things, modified the maturity date of the facility. Refer to Note 19, “Subsequent Events” for additional information.

NOTE 5: REDEEMABLE, CONVERTIBLE PREFERRED STOCK

Redeemable convertible preferred stock was as follows:

September 30,December 31,
(in millions)20252024
Series B preferred stock$99$98
Series C preferred stock—120
Total$99$218

Series B Preferred Stock

On February 26, 2021 the Company agreed to exchangeone million shares of Series A Preferred Stock held by Southeastern Asset Management, Inc. (“Southeastern”) and Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust, which were investment funds managed by Southeastern at the time (such investment funds, collectively, the “Purchasers”), for shares of the Company’s newly created 4.0% Series B Convertible Preferred Stock, no par value (the “Series B Preferred Stock”), on a one-for-one basis plus accrued and unpaid dividends. The fair value of the Series B Preferred Stock at the time of issuance approximated $95 million. The Company has classified the Series B Preferred Stock as temporary equity in the Consolidated Statement of Financial Position. If any shares of Series B Preferred Stock have not been converted prior to May 28, 2026, the Company is required to redeem such shares at $100 per share plus the amount of accrued and unpaid dividends.

Dividend and Other Rights

The Series B Preferred Stock has a liquidation preference of $100 per share, and the holders of Series B Preferred Stock are entitled to cumulative dividends payable quarterly in cash at a rate of 4.0% per annum. Until the second quarter of 2025, all dividends owed on the Series B Preferred Stock were declared and paid when due. No quarterly cash dividends were declared in the second and third quarters of 2025. If dividends on any Series B Preferred Stockare in arrears for six or more consecutive or non-consecutive dividend periods, the holders of the Series B Preferred Stock will be entitled to nominate one director at the next annual shareholder meeting and all subsequent shareholder meetings until all accumulated dividends on such Series B Preferred Stock have been paid or set aside.

Conversion Features

Each share of Series B Preferred Stock is convertible, at the option of each holder at any time, into shares of Common Stock at the initial conversion rate of 9.5238 shares of Common Stock for each share of Series B Preferred Stock (equivalent to an initial conversion price of $10.50 per share of Common Stock). The initial conversion rate and the corresponding conversion price are subject to certain customary anti-dilution adjustments. If a holder elects to convert any shares of Series B Preferred Stock during a specified period in connection with a fundamental change (as defined in the Series B Certificate of Designations), such holder can elect to have the conversion rate adjusted and can elect to receive a cash payment in lieu of shares for a portion of the shares. Such holder will also be entitled to a payment in respect of accumulated dividends. In addition, the Company will have the right to require holders to convert any shares of Series B Preferred Stock in connection with certain reorganization events in which case the conversion rate will be adjusted, subject to certain limitations.

The Company will have the right to cause the mandatory conversion of the Series B Preferred Stock into shares of Common Stock at any time after the initial issuance of the Series B Preferred Stock if the closing price of the Common Stock has equaled or exceeded $14.50 (subject to adjustment in the same manner as the conversion price) for 45 trading days within a period of 60 consecutive trading days.

Embedded Conversion Features

The Company concluded that the Series B Preferred Stock is more akin to a debt-type instrument and that the economic characteristics and risks of the conversion option upon a fundamental change by the holder is not considered clearly and closely related to the Series B Preferred Stock. Accordingly, this embedded conversion feature was bifurcated from the Series B Preferred Stock and separately accounted for as a derivative. The Company allocated $1 million of the net proceeds received to the derivative liability based on the aggregate fair value of the embedded conversion features on the dates of issuance which reduced the original carrying value of the Series B Preferred Stock.

The conversion option upon a fundamental change embedded derivative value at issuance was calculated as the difference between the total value of the Series B Preferred Stock and the sum of the net present value of the cash flows if the Series B Preferred Stock is redeemed on its redemption date and the values of other embedded derivatives. Other than events which alter the likelihood of a fundamental change, the value of the conversion option upon a fundamental change embedded derivative reflects the value as of the issuance date, amortized for the passage of time. The derivative amortization is reported in Other charges (income), net in the Consolidated Statement of Operations.

The carrying value of the Series B Preferred Stock embedded derivative as of both September 30, 2025 and December 31, 2024 was a liability of less than $1 million and is included in Other current liabilities at September 30, 2025 and in Other long-term liabilities at December 31, 2024 in the accompanying Consolidated Statement of Financial Position.

The carrying value of the Series B Preferred Stock is being accreted to the mandatory redemption amount using the effective interest method to Additional paid in capital in the Consolidated Statement of Financial Position as a deemed dividend from the date of issuance through the mandatory redemption date, May 28, 2026.

Series C Preferred Stock

On February 26, 2021, the Company and GO EK Ventures IV, LLC (the “Investor”) entered into a Series C Preferred Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to sell to the Investor, and the Investor agreed to purchase from the Company, an aggregate of 1,000,000 shares of the Company’s newly created 5.0% Series C Convertible Preferred Stock, no par value per share (the “Series C Preferred Stock”), for a purchase price of $100 per share, representing $100 million of gross proceeds to the Company. The Investor is a fund managed by Grand Oaks Capital. The Company classified the Series C Preferred Stock as temporary equity in the Consolidated Statement of Financial Position. If any shares of Series C Preferred Stock had not been converted prior to May 28, 2026, the Company would have been required to redeem such shares at $100 per share plus the amount of accrued and unpaid dividends thereon; provided that the holders of the Series C Preferred Stock had the right to extend such redemption date by up to two years.

Conversion Features

Each share of Series C Preferred Stock was convertible, at the option of each holder at any time, into shares of Common Stock at the initial conversion price of $10 per share of Common Stock. The initial conversion price and the corresponding conversion rate were subject to certain customary anti-dilution adjustments and to proportional increase in the event the liquidation preference of the Series C Preferred Stock was automatically increased. If a holder elected to convert any shares of Series C Preferred Stock during a specified period in connection with a fundamental change (as defined in the Series C Certificate of Designations), such holder could have elected to have the conversion rate adjusted and could have elected to receive a cash payment in lieu of shares for a portion of the shares of Common Stock. Such holder would have also be entitled to a payment in respect of accumulated dividends and a payment based on the present value of all required remaining dividend payments through May 28, 2026, the mandatory redemption date. Such additional payments would have been payable at the Company’s option in cash or in additional shares of Common Stock. In addition, the Company had the right to require holders to convert any shares of Series C Preferred Stock in connection with certain reorganization events in which case the conversion rate would have been adjusted, subject to certain limitations.

The Company had the right to cause the mandatory conversion of the Series C Preferred Stock into shares of Common Stock (i) at any time after February 26, 2023 if the closing price of the Common Stock had equaled or exceeded 200% of the then-effective conversion price for 45 trading days within a period of 60 consecutive trading days, or (ii) at any time after February 26, 2024 if the closing price of the Common Stock had equaled or exceeded 150% of the then-effective conversion price for 45 trading days within a period of 60 consecutive trading days.

Dividend and Other Rights

The Series C Preferred Stock had a liquidation preference of $100 per share, and the holders of Series C Preferred Stock were entitled to cumulative dividends payable quarterly “in‐kind” in the form of additional shares of Series C Preferred Stock at a rate of 5.0% per annum. All dividends owed on the Series C Preferred Stock had been declared and additional Series C shares were issued when due. Holders of the Series C Preferred Stock were also entitled to participate in any dividends paid on the Common Stock (other than stock dividends) on an as-converted basis, with such dividends on any shares of the Series C Preferred Stock being payable upon conversion of such shares of Series C Preferred Stock to Common Stock.

Embedded Conversion Features

The Company concluded that the Series C Preferred Stock was more akin to a debt-type instrument and that the economic characteristics and risks of the conversion option upon a fundamental change by the holder was not considered clearly and closely related to the Series C Preferred Stock. Accordingly, this embedded conversion feature was bifurcated from the Series C Preferred Stock and separately accounted for as a derivative. The Company allocated $2 million of the net proceeds received to the derivative liability based on the aggregate fair value of the embedded conversion features on the dates of issuance which reduced the original carrying value of the Series C Preferred Stock.

The conversion option upon a fundamental change embedded derivative value at issuance was calculated as the difference between the total value of the Series C Preferred Stock and the sum of the net present value of the cash flows if the Series C Preferred Stock had been redeemed on its redemption date and the values of other embedded derivatives. Other than events which alter the likelihood of a fundamental change, the value of the conversion option upon a fundamental change embedded derivative reflected the value as of the issuance date, amortized for the passage of time. The derivative amortization had been reported in Other charges (income), net in the Consolidated Statement of Operations. At the time of the Series C Preferred Stock Exchange, (as defined below), the remaining liability of less than $1 million was written off.

The carrying value of the Series C Preferred Stock embedded derivative both at the time of the Series C Preferred Stock Exchange and as of December 31, 2024, was a liability of less than $1 million and was included in Other long-term liabilities in the accompanying Consolidated Statement of Financial Position.

The carrying value of the Series C Preferred Stock was being accreted to the mandatory redemption amount using the effective interest method to Additional paid in capital in the Consolidated Statement of Financial Position as a deemed dividend from the date of issuance through the mandatory redemption date, May 28, 2026.

Series C Preferred Stock Exchange

On August 8, 2025, the Company and 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 Preferred Stock Exchange”)1,241,871 shares of the Company’s Series C Preferred Stock, held by the Investor (such shares, the “Series C Exchange Shares”), which represented all of theoutstanding shares of the Company’s Series C Preferred Stock, for a number of shares of the Company’s 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, at an exchange rate of $8.25 per share.

The Series C Preferred Stock Exchange was consummated on August 8, 2025 (the "Exchange Date"), 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 carrying value of the Series C Preferred Stock as of the Exchange Date approximated $123 million. The fair value of the common stock issued approximated $106 million, which exceeded the fair value of common stock issuable pursuant to the conversion terms of the Purchase Agreement by $19 million. This amount was recorded as a deemed dividend to Additional paid in capital in the Consolidated Statement of Financial Position. Following the completion of the exchange, the Company’s obligations with respect to the Series C Preferred Stock were fully discharged.

As a result of the Series C Preferred Stock Exchange the Investor’s voting power increased from 12.9% as of December 31, 2024 to 15.7% following the Series C Preferred Stock Exchange. In addition, in connection with the Series C Preferred Stock Exchange the Investor was granted the right to nominate one member for election to the Company’s Board for so long as it holds at least 10% of the outstanding shares of common stock of the Company. In connection with the Series C Preferred Stock Exchange, the Company entered into an Amended and Restated Registration Rights Agreement that provides customary registration rights with respect to the shares of common stock issued in the Series C Preferred Stock Exchange.

NOTE 6: LEASES

Income recognized on operating lease arrangements for thethree and nine months ended September 30, 2025 and 2024 is presented below. Income recognized for sales-type lease arrangements for the three and nine months ended September 30, 2025 was $1 million and $2 million, respectively. Income recognized for sales-type lease arrangements for the three and nine months ended September 30, 2024 was less than $1 million and $1 million, respectively.

Three Months Ended · Nine Months Ended
September 30,September 30,
(in millions)2025202420252024
Lease income - operating leases:
Lease income$2$3$7$7
Variable lease income1144
Total lease income$3$4$11$11

NOTE 7: COMMITMENTS AND CONTINGENCIES

As of September 30, 2025, the Company had outstanding letters of credit of $24 million issued under the Amended and Restated L/C Facility Agreement as well as bank guarantees and letters of credit of $2 million, surety bonds in the amount of $47 million, and restricted cash of $103 million, primarily related to cash collateral supporting the Company’s undiscounted actuarial workers’ compensation obligations with the NYS WCB, cash collateral to ensure payment of possible casualty and workers’ compensation claims, cash collateral supporting the outstanding letters of credit under the Amended and Restated L/C Facility Agreement, to ensure payment of possible legal contingencies, hedging activities, environmental liabilities, rental payments and to support various customs, tax and trade activities. The restricted cash is recorded in Current assets and Restricted cash in the Consolidated Statement of Financial Position.

Kodak’s Brazilian operations are involved in various litigation matters in Brazil and have received or been the subject of numerous governmental assessments related to indirect and other taxes in various stages of litigation, as well as civil litigation and disputes associated with former employees and contract labor. The tax matters, which comprise the majority of the litigation matters, are primarily related to federal and state value-added taxes and income taxes. Kodak’s Brazilian operations are disputing these matters and intend to vigorously defend its position. Kodak routinely assesses all these matters as to the probability of ultimately incurring a liability in its Brazilian operations and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable. As of September 30, 2025, Kodak’s Brazilian operations maintained accruals of approximately $5 million for claims aggregating approximately $93 million inclusive of interest and penalties where appropriate. The unreserved portion of the indirect taxes, civil litigation and disputes involving former employees and contract labor claims, inclusive of any related interest and penalties, for which there was at least a reasonable possibility that a loss may be incurred, amounted to approximately $6 million.

In connection with assessments in Brazil, local regulations may require Kodak’s Brazilian operations to post security for a portion of the amounts in dispute. As of September 30, 2025, Kodak’s Brazilian operations have posted security composed of $7 million of pledged cash reported within Restricted cash in the Consolidated Statement of Financial Position and liens on certain Brazilian assets with a net book value of approximately $39 million. Generally, any encumbrances on the Brazilian assets would be removed to the extent the matter is resolved in favor of Kodak’s Brazilian operations. The matter securing the lien on the non-cash assets was resolved in favor of Kodak’s Brazilian operations on March 12, 2024. On September 29, 2025, the Notary Register Office confirmed the cancellation of the lien on Brazilian non-cash assets. Recognition of the enrollment by the IRS is in process and Kodak expects the process to be completed within the next several months.

Inaddition, Kodak is involved in various lawsuits, claims, investigations, remediations and proceedings, including, from time to time, commercial, customs, employment, environmental, tort and health and safety matters, which are being handled and defended in the ordinary course of business. Kodak is also subject, from time to time, to various assertions, claims, proceedings and requests for indemnification concerning intellectual property, including patent infringement suits involving technologies that are incorporated in a broad spectrum of Kodak’s products such as the on-going patent infringement claims brought by FUJIFILM Corporation against Eastman Kodak Company (in the US) and its German subsidiaries (in Germany) alleging that certain of Kodak’s SONORA process free plates infringe four of its patents in each jurisdiction. These matters are in various stages of investigation and litigation and are being vigorously defended. Based on information currently available, Kodak does not believe that it is probable that the outcomes in these various matters, individually or collectively, will have a material adverse effect on its financial condition or results of operations. Litigation is inherently unpredictable, and judgments could be rendered or settlements entered that could adversely affect Kodak’s operating results or cash flows in a particular period. Kodak routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable.

NOTE 8: GUARANTEES

In accordance with the terms of a settlement agreement concerning certain of the Company’s historical environmental liabilities at Eastman Business Park, a more than 1,200-acre technology center and industrial complex in Rochester, New York, in the event the historical liabilities exceed $99 million, the Company will become liable for 50% of the portion above $99 million with no limitation to the maximum potential future payments. There is no liability recorded for this guarantee.

Extended Warranty Arrangements

Kodak offers its customers extended warranty arrangements that are generally one year but may range from three months tosix years after the original warranty period. The change in Kodak’s deferred revenue balance in relation to these extended warranty and maintenance arrangements from December 31, 2024 to September 30, 2025, which is reflected in Other current liabilities in the accompanying Consolidated Statement of Financial Position, was as follows:

(in millions)
Deferred revenue on extended warranties as of December 31, 2024$12
New extended warranty and maintenance arrangements deferred42
Recognition of extended warranty and maintenance arrangement revenue(40)
Deferred revenue on extended warranties as of September 30, 2025$14

NOTE 9: REVENUE

Disaggregation of Revenue

The following tables present revenue disaggregated by major product and geography:

Major Product:

Three Months Ended
September 30, 2025
Advanced
Materials
and
(in millions)PrintChemicalsBrandAll OtherTotal
Core products (1)
Plates, inks and other consumables$120$8$—$—$128
Ongoing service arrangements38———38
Total annuities1588——166
Equipment & software19———19
Film and chemicals—74——74
Total Core17782——259
Other (3)——6410
Total$177$82$6$4$269
Nine Months Ended
September 30, 2025
Advanced
Materials
and
(in millions)PrintChemicalsBrandAll OtherTotal
Core products (1)
Plates, inks and other consumables$363$21$—$—$384
Ongoing service arrangements109———109
Total annuities47221——493
Equipment & software48———48
Film and chemicals—208——208
Total Core520229——749
Growth products (2)—2——2
Other (3)——161228
Total$520$231$16$12$779
Three Months Ended
September 30, 2024
Advanced
Materials
and
(in millions)PrintChemicalsBrandAll OtherTotal
Core products (1)
Plates, inks and other consumables$126$7$—$—$133
Ongoing service arrangements38———38
Total annuities1647——171
Equipment & software18———18
Film and chemicals—63——63
Total Core18270——252
Growth products (2)—1——1
Other (3)——538
Total$182$71$5$3$261
Nine Months Ended
September 30, 2024
Advanced
Materials
and
(in millions)PrintChemicalsBrandAll OtherTotal
Core products (1)
Plates, inks and other consumables$388$20$—$—$408
Ongoing service arrangements118———118
Total annuities50620——526
Equipment & software441——45
Film and chemicals—179——179
Total Core550200——750
Growth products (2)—3——3
Other (3)——131124
Total$550$203$13$11$777

(1) Core includes the Print segment and the Motion Picture and Industrial Film and Chemicals businesses within the Advanced

Materials and Chemicals segment, excluding coating and product commercialization services (“Coating Services”).

(2) Growth consists of Coating Services, Analytical Services and Advanced Materials and Functional Printing within the Advanced

Materials and Chemicals segment.

(3) Other consists of Intellectual Property Licensing ("IP Licensing") within the Advanced Materials and Chemicals segment, Brand

Licensing and Eastman Business Park.

Geography(1):

Three Months Ended
September 30, 2025
Advanced
Materials
and
(in millions)PrintChemicalsBrandAll OtherTotal
United States$60$61$6$4$131
Canada7———7
North America676164138
Europe, Middle East and Africa709——79
Asia Pacific3511——46
Latin America51——6
Total$177$82$6$4$269
Nine Months Ended
September 30, 2025
Advanced
Materials
and
(in millions)PrintChemicalsBrandAll OtherTotal
United States$171$174$16$12$373
Canada141——15
North America1851751612388
Europe, Middle East and Africa21124——235
Asia Pacific11231——143
Latin America121——13
Total$520$231$16$12$779
Three Months Ended
September 30, 2024
Advanced
Materials
and
(in millions)PrintChemicalsBrandAll OtherTotal
United States$56$56$5$3$120
Canada41——5
North America605753125
Europe, Middle East and Africa746——80
Asia Pacific438——51
Latin America5———5
Total$182$71$5$3$261
Nine Months Ended
September 30, 2024
Advanced
Materials
and
(in millions)PrintChemicalsBrandAll OtherTotal
United States$173$161$13$11$358
Canada112——13
North America1841631311371
Europe, Middle East and Africa23417——251
Asia Pacific11823——141
Latin America14———14
Total$550$203$13$11$777

(1) Sales are reported in the geographic area in which they originate.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed trade receivables, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) in the Consolidated Statement of Financial Position. The contract assets are transferred to trade receivables when the rights to consideration become unconditional. The amount recorded for contract assets at both September 30, 2025 and December 31, 2024 was $5 million, and was reported in Other current assets in the Consolidated Statement of Financial Position. The contract liabilities primarily relate to brand licensing agreements, prepaid service contracts or upfront payments for certain equipment purchases. The amount recorded for contract liabilities in the Consolidated Statement of Financial Position at September 30, 2025 and December 31, 2024 was $98 million and $92 million, respectively, of which $45 million and $35 million, respectively, was reported in Other current liabilities and $53 million and $57 million, respectively, was reported in Other long-term liabilities.

Revenue recognized for the three and nine months ended September 30, 2025 and 2024 that was included in the contract liability balance at the beginning of the period was $9 million and $26 million, respectively, in 2025 and $9 million and $29 million, respectively, in 2024 and primarily represented revenue from prepaid service contracts and equipment sales. Contract liabilities as of September 30, 2025 included $21 million and $32 million of cash payments received during thethree andnine months ended September 30, 2025, respectively. Contract liabilities as of September 30, 2024 included $17 million and $24 million of cash payments received during the three andnine months ended September 30, 2024, respectively.

Kodak does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less or for which revenue is recognized at the amount to which Kodak has the right to invoice for services performed.

Performance obligations with an original expected length of greater than one year generally consist of deferred service contracts, operating leases and licensing arrangements. As of September 30, 2025, there was approximately $86 million of unrecognized revenue from unsatisfied performance obligations. Approximately 5% of the revenue from unsatisfied performance obligations is expected to be recognized in the remainder of 2025,15% in each of 2026 ,2027 and 2028 and 50%thereafter.

NOTE 10: OTHER OPERATING INCOME, NET

Three Months Ended · Nine Months Ended
September 30,September 30,
(in millions)2025202420252024
Gain on sale of assets (1)$—$—$—$(17)
Other———1
Total$—$—$—$(16)

(1) In the first quarter of 2024, Kodak sold certain assets in the U.S. and recognized a gain of $17 million.

NOTE 11: OTHER CHARGES (INCOME), NET

Three Months Ended · Nine Months Ended
September 30,September 30,
(in millions)2025202420252024
Interest income$(4)$(2)$(7)$(9)
Loss on foreign exchange transactions3197
Asset impairment (1)4—21—
Other(2)—(2)—
Total$1$(1)$21$(2)

(1)

During the second quarter of 2025, Kodak recorded an impairment charge of $17 million related to its investment in Wildcat Discovery Technologies, Inc. (“Wildcat”) due to the strategic options and alternatives being contemplated by Wildcat as a result of the current economic environment. The fair value of Kodak’s investment in Wildcat was estimated using a probability weighted assessment of the various options being considered under a combination of market and income approaches (Level 3). With respect to an observable transaction for a similar investment that occurred in October 2025, Kodak recorded an additional impairment charge of $4 million related to its investment in Wildcat during the third quarter of 2025. The fair value of Kodak's investment in Wildcat was estimated using a market approach (Level 3). The carrying value of Kodak’s investment in Wildcat as of September 30, 2025 approximated $4 million.

NOTE 12: INCOME TAXES

Kodak’s income tax provision and effective tax rate were as follows:

Three Months Ended · Nine Months Ended
September 30,September 30,
(dollars in millions)2025202420252024
Earnings (loss) from operations before income taxes$16$21$(13)$83
Effective tax rate18.8%14.3%(53.8)%8.4%
Provision for income taxes3377
Provision (benefit) for income taxes at U.S. statutory tax rate34(3)17
Difference between tax at effective vs. statutory rate$—$(1)$10$(10)

For the three and nine months ended September 30, 2025, the difference between Kodak’s effective tax rate and the U.S. statutory rate of 21.0% was primarily attributable to: (1) the jurisdictional mix of earnings (2) the movement of valuation allowances associated with changes in net deferred tax assets from current earnings and losses and (3) a provision associated with foreign withholding taxes on undistributed earnings.

For the three and nine months ended September 30, 2024, the difference between Kodak’s effective tax rate and the U.S. statutory rate of 21.0%was primarily attributable to: (1) the impact related to existing valuation allowances associated with changes in net deferredtax assets from current earnings and losses, (2) the results from operations in jurisdictions outside the U.S., (3) a provision associated with foreign withholding taxes on undistributed earnings and (4) changes in audit reserves.

In December 2021, the Organisation for Economic Cooperation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%. Many participating countries enacted changes which took effect in 2024. Following the review of the relevant tax law changes introduced through Pillar 2 implementation, Kodak determined that these new regulations did not have a material impact to its tax provision for the three and nine months ended September 30, 2025 and 2024.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The OBBBA did not have a material impact on Kodak's financial statements for the three and nine months ended September 30, 2025, and Kodak is still assessing the potential impact on future periods.

NOTE 13: RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS

Components of the net periodic benefit cost for all major U.S. and non-U.S. defined benefit plans are as follows:

Three Months Ended · Nine Months Ended
September 30, · September 30,
2025 · 2024 · 2025 · 2024
(in millions) · U.S. · Non-U.S. · U.S. · Non-U.S. · U.S. · Non-U.S. · U.S. · Non-U.S.
Major defined benefit plans:
Service cost$—$—$3$—$3$1$10$1
Interest cost23427574128214
Expected return on plan assets(42)(4)(62)(5)(128)(14)(187)(14)
Amortization of:
Prior service cost3—3—9—9—
Actuarial (gain) loss——(9)1(7)1(28)1
Net pension (income) expense before special termination benefits and settlements(16)—(38)1(49)—(114)2
Special termination benefits (1)————2—1—
Settlement gain (2)(1)———(1)———
Net pension (income) expense from major plans(17)—(38)1(48)—(113)2
Other plans3——6——1
Total net pension (income) expense$(14)$—$(38)$1$(42)$—$(113)$3

(1) The special termination benefits were incurred as a result of Kodak’s restructuring actions and have been included in

Restructuring costs and other in the Consolidated Statement of Operations for that period.

(2)

The settlement gain was the result of lump sum payments from KRIP and the transfer to the insurer of all obligations and responsibilities associated with an existing annuitized obligation.

On January 21, 2025, the Board of Directors of Kodak approved the termination of the Kodak Retirement Income Plan (“KRIP”), effective March 31, 2025, and no further benefits were accrued under KRIP following this date. In addition, the Board of Directors approved a defined benefit retirement plan (the “Kodak Cash Balance Plan”) as a replacement for KRIP which became effective on March 1, 2025 for new hires and on April 1, 2025 for current employees. The benefits under the Kodak Cash Balance Plan are substantially the same as those under the cash balance feature of KRIP.

During the three months ended March 31, 2025, Kodak concluded that it was probable that the criteria for settlement accounting for KRIP would be met in 2025 as the projected cost of all settlements would exceed the sum of the service cost and interest cost components of net periodic pension cost for the year. As a result, Kodak applied settlement accounting and remeasured KRIP for each quarterly period in 2025.

The March 31, 2025 remeasurement resulted in a net actuarial loss of $68 million, comprised of an actuarial loss of $90 million related to KRIP’s projected benefit obligation ("PBO") partially offset by an asset actuarial gain of $22 million. The PBO actuarial loss of $90 million was due in part to a decrease in discount rates, partially offset by a reduction in the 30-year Treasury rate (total net impact of $22 million). The discount rate assumption used in the March 31, 2025 remeasurement was 5.26% compared to 5.45% used at December 31, 2024, and the 30-year Treasury rate used in the March 31, 2025 remeasurement was 4.59% compared to 4.75% used at December 31, 2024. The remaining actuarial loss of $68 million was due to assumption changes related to measuring the plan on a termination basis, including assumed premiums for purchasing annuities to settle obligations and the timing of lump sum payments. The expected rate of return on plan assets assumption used in the March 31, 2025 remeasurement was unchanged from the rate used at December 31, 2024 (5.20%). The asset actuarial gain of $22 million was driven by actual asset returns being higher than expected returns. The impacts from settlement accounting during the first quarter of 2025 were immaterial.

The June 30, 2025 remeasurement resulted in a net actuarial loss of $16 million, comprised of an actuarial loss associated with asset returns of $56 million, partially offset by an actuarial gain associated with the PBO of $40 million. The asset actuarial loss was driven by the adverse effect of higher long-term interest rates on the plan’s bond portfolio. The PBO actuarial gain was driven by favorable mortality and other demographic experience of $48 million, partially offset by a loss of $8 million due to lower discount rates. The discount rate assumption used in the June 30, 2025 remeasurement was 5.20% and the expected rate of return on plan assets assumption was unchanged from the rate used at December 31, 2024 (5.20%). The impacts from settlement accounting during the second quarter of 2025 were immaterial.

The September 30, 2025 remeasurement resulted in a net actuarial gain of $96 million, comprised of an actuarial gain associated with asset returns of $20 million, and an actuarial gain associated with the PBO of $76 million. The asset actuarial gain was driven by the positive effect of lower long-term interest rates on the plan’s bond portfolio. The PBO actuarial gain was driven by favorable changes in the termination assumptions of $104 million related to finalization of the purchase of an annuity contract and the timing of lump sum payments, partially offset by a loss of $21 million due to lower discount rates and $7 million due to demographic experience. The discount rate assumption used in the September 30, 2025 remeasurement was 5.03% and the expected rate of return on plan assets assumption was reduced from the rate used at December 31, 2024 to 3.80% to reflect the plan’s current asset class allocation. The impacts from settlement accounting during the third quarter of 2025 resulted in a settlement gain of $1 million.

Refer to Note 19, “Subsequent Events” for additional information on the KRIP termination.

NOTE 14: EARNINGS PER SHARE

Basic earnings per share are calculated using the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share calculations include any dilutive effect of potential common shares. In periods with a net loss available to common shareholders, diluted earnings per share are calculated using weighted-average basic shares for that period, as utilizing diluted shares would be anti-dilutive to loss per share.

A reconciliation of the amounts used to calculate basic and diluted (loss) earnings per share for thethree and nine months ended September 30, 2025 and 2024 follows:

Three Months Ended · Nine Months Ended
September 30,September 30,
(in millions)2025202420252024
Net earnings (loss)$13$18$(20)$76
Less: Series B Preferred stock cash and accrued dividends(1)(1)(3)(3)
Less: Series C Preferred stock in-kind dividends—(2)(3)(5)
Less: Series C Preferred stock exchange to common stock deemed dividend(19)—(19)—
Less: Preferred stock deemed dividends——(1)(1)
Less: Earnings attributable to Series C Preferred shareholders—(2)—(9)
Net (loss) earnings available to common shareholders - basic$(7)$13$(46)$58
Effect of dilutive securities:
Add back: Series B preferred stock cash, accrued and deemed dividends$—$1$—$4
Net (loss) earnings available to common shareholders - diluted$(7)$14$(46)$62
Three Months Ended · Nine Months Ended
September 30,September 30,
(in millions of shares)2025202420252024
Weighted averages shares - basic89.880.383.880.0
Effect of dilutive securities
Unvested restricted stock units—1.7—1.6
Employee stock options—1.2—1.0
Series B Preferred Stock—9.5—9.5
Weighted average shares — diluted89.892.783.892.1

As a result of the net loss available to common shareholders for the three and nine months ended September 30, 2025, Kodak calculated diluted earnings per share using weighted-average basic shares outstanding. If Kodak had reported earnings available to common shareholders for the three months ended September 30, 2025, the calculation of diluted earnings per share would have included the assumed vesting of 1.5 million unvested restricted stock units and the assumed exercise of 1.7 million stock options. For the nine months ended September 30, 2025, the calculation of diluted earnings per share would have included the assumed vesting of 1.6 million unvested restricted stock units and the assumed exercise of 1.7 million stock options.

The computation of diluted earnings per share for the three and nine months ended September 30, 2025 excluded the impact of (1) the assumed conversion of 1.0 million shares of Series B Preferred Stock and (2) the assumed exercise of 1.7 million outstanding employee stock options because the effects would have been anti-dilutive.

The computation of diluted earnings per share for the three and nine months ended September 30, 2024 excluded the impact of (1) the assumed conversion of 1.2 million shares of Series C Preferred Stock and (2) the assumed exercise of 2.6 million outstanding employee stock options because the effects would have been anti-dilutive.

NOTE 15: SHAREHOLDERS’ EQUITY

The Company has 560 million shares of authorized stock, consisting of: (i)500 million shares of common stock, par value $0.01 per share and (ii)60 million shares of preferred stock, no par value, issuable in one or more series.

Common Stock

As of September 30, 2025 and December 31, 2024, there were 96.4 million and 80.5 million shares of common stock outstanding, respectively.

At-The-Market ("ATM") Equity Offering Program

On May 21, 2025, the Company entered into an ATM Equity Offering Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc. (“BofA”), pursuant to which the Company may offer and sell up to $100 million of shares of the Company’s common stock, par value $0.01 per share (the “shares”), from time to time, in “at-the-market” offerings through BofA, as sales agent or as principal. The Company intends to use the net proceeds from the sale of the shares for general corporate purposes.

Sales of the shares, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with BofA. BofA will receive a commission from the Company that will not exceed, but may be lower than,3% of the gross sales price of all shares sold under the Sales Agreement.

During the third quarter of 2025, the Company sold 200,000 shares pursuant to the Sales Agreement for net proceeds of approximately $1 million.

Preferred Stock

Series B Preferred stock issued and outstanding as of both September 30, 2025 and December 31, 2024 consisted of 1.0 million shares.

On August 8, 2025, the Company issued 15,103,163 shares of common stock in exchange for all outstanding shares of Series C Preferred Stock, including accrued and unpaid dividends thereon, pursuant to a Series C Preferred Stock Exchange Agreement entered into with the Investor on August 8, 2025. Following the completion of the exchange, the Company had no outstanding shares of Series C Preferred Stock and the Company’s obligations with respect to the Series C Preferred Stock were fully discharged.

Series C Preferred stock issued and outstanding as of December 31, 2024 consisted of 1.2 million shares.

Treasury Stock

Treasury stock consisted of approximately 1.5 million and 1.3 million shares as of September 30, 2025 and December 31, 2024, respectively.

NOTE 16: OTHER COMPREHENSIVE INCOME (LOSS)

The changes in Other comprehensive income (loss) by component were as follows:

Three Months Ended · Nine Months Ended
September 30,September 30,
(in millions)2025202420252024
Currency translation adjustments
Currency translation adjustments$(2)$12$11$—
Pension and other postretirement benefit plan changes
Newly established net actuarial gain96—10—
Tax provision————
Newly established net actuarial gain, net of tax96—10—
Reclassification adjustments:
Amortization of prior service cost (1)3288
Amortization of actuarial gains (1)—(9)(7)(28)
Recognition of gains due to settlements (1)(1)—(1)—
Total reclassification adjustments2(7)—(20)
Tax provision————
Reclassification adjustments, net of tax2(7)—(20)
Pension and other postretirement benefit plan changes, net of tax98(7)10(20)
Other comprehensive income (loss)$96$5$21$(20)

(1)

Reclassified to Total Net Periodic Benefit Cost - refer to Note 13, "Retirement Plans and Other Postretirement Benefits".

NOTE 17: SEGMENT INFORMATION

Kodak hasthree reportable segments: Print, Advanced Materials and Chemicals and Brand. Kodak’s reportable segments are based on a combination of factors that the chief operating decision maker (“CODM”) uses to evaluate and manage the business operations, including but not limited to, Kodak’s organizational structure, customer base, markets, products and services and related technologies. Kodak does not aggregate operating segments. A description of Kodak’s reportable segments follows.

Print: The Print segment is comprised offour lines of business: the Prepress Solutions business, the PROSPER business, the Software business and the Electrophotographic Printing Solutions business.

Advanced Materials and Chemicals: The Advanced Materials and Chemicals segment is comprised offour lines of business: the Industrial Film and Chemicals business, the Motion Picture business, the Advanced Materials and Functional Printing business and the IP Licensing and Analytical Services business.

Brand: The Brand segment contains the brand licensing business.

The balance of Kodak’s continuing operations, which do not meet the criteria of a reportable segment, are reported in All Other revenues and All Other Operational EBITDA, and primarily represent the operations of the Eastman Business Park.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 1 included in the 2024 Form 10-K. There are no intersegment sales between the segments.

Kodak’s CODM is the Executive Chairman and Chief Executive Officer. Kodak’s segment measure of profit and loss is an adjusted earnings before interest, taxes, depreciation and amortization (“Operational EBITDA”). Operational EBITDA represents the earnings (loss) from operations excluding the provision for income taxes; non-service cost components of pension and other postemployment benefits (“OPEB”) income; depreciation and amortization expense; restructuring costs and other; stock-based compensation expense; consulting and other costs; interest expense; other operating income, net and other (charges) income, net.

The CODM uses Operational EBITDA in assessing segment performance and deciding how to allocate resources for each segment predominantly through the annual budget and forecasting process. The CODM evaluates Operational EBITDA budget-to-actual variances, changes in Operational EBITDA from prior periods and when comparing the results of each segment with one another.

Segment financial information is shown below. Asset information by reportable segment is not disclosed below as this information is not regularly provided to or used by the CODM in assessing performance and allocating resources.

Segment Revenues, Operational EBITDA and Consolidated Earnings (Loss) from Continuing Operations Before Income Taxes

Three Months Ended · Nine Months Ended
September 30,September 30,
2025202420252024
(in millions)
Print:
Revenues from external customers$177$182$520$550
Cost of revenues138154422446
Selling, general and administrative expenses28329299
Research and development expenses351114
Operational EBITDA8(9)(5)(9)
Advanced Materials and Chemicals:
Revenues from external customers8271231203
Cost of revenues5553166154
Selling, general and administrative expenses892525
Research and development expenses3399
Operational EBITDA1663115
Brand:
Revenues from external customers651613
Selling, general and administrative expenses1122
Operational EBITDA541411
Total Operational EBITDA for Reportable Segments2914017
All Other Operational EBITDA1112
Depreciation and amortization(7)(8)(21)(21)
Restructuring costs and other(1)(1)(12)(6)
Stock-based compensation(1)(1)(4)(5)
Consulting and other costs (1)(1)——(1)
Idle costs (2)(1)—(3)(1)
Other operating income, net (3)———16
Interest expense (3)(18)(14)(47)(44)
Pension income excluding service cost component (3)164254124
Other (charges) income, net (3)(1)1(21)2
Consolidated earnings (loss) from continuing operations before income taxes$16$21$(13)$83

(1)

Consulting and other costs are professional services and internal costs associated with corporate strategic initiatives and litigation. Consulting and other costs included $1 million of income in the nine months ended September 30, 2025 representing insurance reimbursement of legal costs previously paid by the Company associated with investigations and litigation matters.

(2)

Consists of third-party costs such as security, maintenance and utilities required to maintain land and buildings in certain locations not used in any Kodak operations and the costs, net of any rental income received, of underutilized portions of certain properties.

(3)

As reported in the Consolidated Statement of Operations.

A reconciliation of reportable segment revenues to consolidated revenues follows:

Three Months Ended · Nine Months Ended
September 30,September 30,
(in millions)2025202420252024
Total Reportable Segment Revenues$265$258$767$766
All Other Revenues431211
Total Consolidated Revenues$269$261$779$777

Kodak decreased employee benefit reserves by approximately $1 million in thethree months ended September 30, 2025 due to a decrease in workers' compensation reserves driven by changes in discount rates. The decrease in reserves in the three months ended September 30, 2025 impacted gross profit by approximately $1 million. There wasno change in employee benefit reserves for thenine months ended September 30, 2025.

Kodak increased employee benefit reserves by approximately $2 million and $1 million in thethree and nine months ended September 30, 2024, respectively. The increase in employee benefits reserves in the three months ended September 30, 2024 was primarily due to an increase in workers' compensation reserves driven by changes in discount rates. The increase in reserves in the three months ended September 30, 2024 impacted gross profit and selling, general and administrative expenses ("SG&A") by approximately $1 million each. The increase in reserves in thenine months ended September 30, 2024 did not have a significant impact on gross profit, R&D or SG&A.

Amortization and depreciation expense by segment are not included in the segment measure of profit and loss but are regularly provided to the CODM.

Three Months Ended · Nine Months Ended
(in millions)September 30,September 30,
Intangible asset amortization expense from continuing operations:2025202420252024
Print$1$1$3$3
Total$1$1$3$3
Three Months Ended · Nine Months Ended
(in millions)September 30,September 30,
Depreciation expense from continuing operations:2025202420252024
Print$3$4$11$12
Advanced Materials and Chemicals2265
All Other1111
Total$6$7$18$18
(in millions)September 30,December 31,
Long-lived assets located in: (1)20252024
The United States$147$143
Europe, Middle East and Africa55
Asia Pacific45
Canada and Latin America4236
Non-U.S. countries total (2)5146
Total$198$189

(1)Long-lived assets are comprised of property, plant and equipment, net.

(2)Of the total non-U.S. property, plant and equipment as of September 30, 2025, $40 million was located in Brazil. Of the total

non-U.S. property, plant and equipment as of December 31, 2024, $35 million was located in Brazil.

NOTE 18: FINANCIAL INSTRUMENTS

Kodak, as a result of its global operating and financing activities, is exposed to changes in foreign currency exchange rates and interest rates, which may adversely affect its results of operations and financial position. Kodak manages such exposures, in part, with derivative financial instruments. Foreign currency forward contracts are used to mitigate currency risk related to foreign currency denominated assets and liabilities, as well as forecasted foreign currency denominated intercompany assets.

Kodak’s exposure to changes in interest rates results from its investing and borrowing activities used to meet its liquidity needs. Kodak does not utilize financial instruments for trading or other speculative purposes.

Kodak’s foreign currency forward contracts are not designated as hedges and are marked to market through net earnings (loss) at the same time that the exposed assets and liabilities are re-measured through net earnings (loss) (both in Other charges (income), net in the Consolidated Statement of Operations). The notional amount of such contracts open at September 30, 2025 and December 31, 2024 was approximately $221 million and $251 million, respectively. The majority of the contracts of this type held by Kodak as of September 30, 2025 and December 31, 2024 are denominated in Chinese renminbi, Japanese yen and euros.

The net effect of foreign currency forward contracts in the results of operations is shown in the following table:

Three Months Ended · Nine Months Ended
September 30,September 30,
(in millions)2025202420252024
Net loss (gain) from derivatives not designated as hedging instruments$2$(6)$(3)$4

Kodak hadno derivatives designated as hedging instruments for the three and nine months ended September 30, 2025 and 2024.

In the event of a default under any of the Company’s credit agreements, or a default under any derivative contract or similar obligation of Kodak, subject to certain minimum thresholds, the derivative counterparties would have the right, although not the obligation, to require immediate settlement of some or all open derivative contracts at their then-current fair value, but with liability positions netted against asset positions with the same counterparty.

Fair Value

Fair values of Kodak’s foreign currency forward contracts are determined using observable inputs (Level 2 fair value measurements) and are based on the present value of expected future cash flows (an income approach valuation technique) considering the risks involved and using discount rates appropriate for the duration of the contracts. The gross fair value of foreign currency forward contracts in an asset position are reported in Other current assets and the gross fair value of foreign currency forward contracts in a liability position are reported in Other current liabilities in the Consolidated Statement of Financial Position. The gross fair value of forward contracts in an asset position as of September 30, 2025 and December 31, 2024 was less than $1 million and $0 million, respectively. The gross fair value of foreign currency forward contracts in a liability position as of September 30, 2025 and December 31, 2024 was $1 million and $3 million, respectively.

Short-term debt (Level 2 fair value measurements) includes the Term Loans at September 30, 2025 for which the fair value is determined by pricing models based on the value of related cash flows discounted at current market interest rates. The fair values of short-term borrowings were $412 million and $1 million at September 30, 2025 and December 31, 2024, respectively.

The fair values of long-term debt (Level 2 fair value measurements) are determined by reference to quoted market prices of similar instruments, if available. The fair values of long-term borrowings were $10 million and $436 million at September 30, 2025 and December 31, 2024, respectively.

The carrying values of cash and cash equivalents, restricted cash and the current portion of long-term debt approximate their fair values at both September 30, 2025 and December 31, 2024.

Transfers between levels of the fair value hierarchy are recognized based on the actual date of the event or change in circumstances that caused the transfer. There were no transfers between levels of the fair value hierarchy during the three and nine months ended September 30, 2025.

NOTE 19: SUBSEQUENT EVENTS

KRIP Termination:

On October 21, 2025, the annuity obligations with respect to all KRIP annuitants (approximately 27,000 participants and beneficiaries) representing approximately $1.8 billion of pension obligation was transferred to Metropolitan Tower Life Insurance Company through the purchase of a group annuity contract, the premium for which was funded directly and solely by the assets of KRIP. In addition, on October 1, 2025, KRIP settled approximately $76 million of pension obligations through lump-sum payments to deferred vested participants and on October 31, 2025, KRIP settled approximately $157 million of pension obligations through lump-sum payments to active participants. KRIP will transfer the remaining liabilities of approximately $15 million for missing participants and the appropriate level of assets to the PBGC missing program by the end of November 2025. Accordingly, as of the date of filing of this Form 10-Q, substantially all of the pension obligations under KRIP have been fully settled and the excess pension assets will be distributed to the Company and the Kodak Cash Balance Plan. This distribution is currently expected to take place in December 2025.

Term Loan Credit Agreement Amendment:

On November 4, 2025, the Company and the Subsidiary Guarantors entered into the Third Amendment to the Amended and Restated Credit Agreement (the “November 2025 Term Loan Credit Agreement Amendment”) with the Term Loan Lenders and the Term Loan Agent. The November 2025 Term Loan Credit Agreement Amendment (i) modified the maturity date of the Term Loans to be August 15, 2028, (ii) eliminated the mandatory prepayment obligation requiring Kodak to use 50% of the net cash proceeds from certain transactions to prepay Term Loans below $200 million, (iii) provided the Company the option to prepay the Term Loans after May 15, 2026 with cash proceeds from certain transactions plus a 4% prepayment fee, (iv) removed limitations on restricted payments on the repurchase or redemption of the Series B Preferred Stock subject to certain restrictions and (v) removed the requirement to include reversion proceeds not used to prepay Term Loans in the calculation of Excess Cash Flow as defined in the Amended and Restated Term Loan Credit Agreement.

Letter of Credit Facility Agreement:

On November 4, 2025, the Company and the Subsidiary Guarantors entered into Amendment No. 4 to the Letter of Credit Facility Agreement (the “November 2025 L/C Facility Amendment”) with the L/C Lenders and Bank of America, N.A. The November 2025 L/C Facility Amendment (i) modified the maturity date of the facility to be May 17, 2028, the date that is 90 days prior to the maturity date of the Term Loans and (ii) removed limitations on restricted payments on the repurchase or redemption of the Series B Preferred Stock subject to certain restrictions.

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