Eastman Kodak to transfer $1.8B KRIP obligations via annuity

Eastman Kodak Company entered a Commitment Agreement to purchase a nonparticipating single-premium group annuity from Metropolitan Tower Life Insurance Company, transferring approximately $1.8 billion of KRIP pension obligations.

Rhea-AI Filing Summary

Eastman Kodak Company entered a Commitment Agreement to purchase a nonparticipating single-premium group annuity from Metropolitan Tower Life Insurance Company, transferring approximately $1.8 billion of KRIP pension obligations. The annuity will be funded by KRIP assets, and the Company does not expect cash contributions. Closing is expected on October 21, 2025, covering about 27,000 participants, with the insurer assuming full administration in early 2026.

Approximately 3,600 participants elected lump sums. The Company settled about $76 million of obligations on October 1, 2025 and expects to settle about $157 million on or about November 1, 2025. Remaining liabilities for missing participants are expected to transfer to the PBGC missing program in November 2025. Upon completion, all KRIP obligations will be fully settled, and KRIP expects to distribute surplus assets to the Company and the Kodak Cash Balance Plan in December 2025.

Insights

Corporate pensions actuary

Kodak de-risks KRIP via a $1.8B annuity buyout funded by plan assets.

Kodak is executing a full settlement of its Kodak Retirement Income Plan through an annuity purchase with Metropolitan Tower Life, plus lump-sum elections. The filing states the annuity is funded by KRIP assets and that the Company does not expect cash contributions, which limits near-term corporate cash impact while offloading longevity and investment risk for approximately 27,000 participants.

Execution depends on closing conditions, with a targeted closing on October 21, 2025. Administration transitions to the insurer in early 2026. The plan has already settled about $76 million (deferred vested) and expects about $157 million (active) in lump sums around November 1, 2025, with remaining missing-participant liabilities expected to move to the PBGC in November 2025.

Upon completion, the filing states KRIP obligations will be fully settled, and KRIP expects to distribute surplus assets to the Company and the Kodak Cash Balance Plan in December 2025. Actual outcomes hinge on asset sufficiency and timely satisfaction of closing conditions disclosed in the agreement.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did KODK announce regarding its pension plan?

Kodak agreed to purchase a group annuity from Metropolitan Tower Life to transfer approximately $1.8 billion of KRIP obligations, funded by KRIP assets.

When is the annuity transaction expected to close for KODK?

The transaction is expected to close on October 21, 2025, subject to customary closing conditions.

How many participants are affected by Kodak’s annuity transfer?

Approximately 27,000 KRIP participants and beneficiaries will be covered by the annuity contract.

Did Kodak expect to contribute cash for the annuity purchase?

No. The filing states the annuity will be funded by KRIP assets and the Company does not expect cash contributions.

What lump-sum payments has KODK made or planned?

About 3,600 participants elected lump sums; approximately $76 million settled on October 1, 2025 and about $157 million is expected on or about November 1, 2025.

What happens to remaining missing-participant liabilities under KRIP?

KRIP expects to transfer remaining liabilities and assets for missing participants to the PBGC missing program in November 2025.

Will Kodak receive any assets after KRIP is settled?

KRIP expects to distribute surplus assets to the Company and the Kodak Cash Balance Plan in December 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/16/2025 - 04:16 PM Learn about SEC filing dates

0000031235falseNJ00000312352025-10-142025-10-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________ Form 8-K ________________
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 2025
EASTMAN KODAK COMPANY (Exact name of Registrant as specified in its charter)
NEW JERSEY (State or other jurisdiction of incorporation)	1-87 (Commission File Number)	16-0417150 (IRS Employer Identification No.)
343 State Street Rochester, NY 14650 (Address of principal executive offices with zip code)
(800) 356-3259 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	KODK	New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company. 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Item 1.01 Entry into a Material Definitive Agreement

On January 21, 2025, the Board of Directors of Eastman Kodak Company (the “Company”) 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.

On October 14, 2025, the Company and State Street Global Advisors Trust Company, as independent fiduciary of KRIP, entered into a Commitment Agreement (the “Agreement”) with Metropolitan Tower Life Insurance Company (the “Insurer”) under which the Company will purchase a nonparticipating single premium group annuity contract (the “Annuity Contract”) from the Insurer to facilitate the transfer to the Insurer of approximately $1.8 billion of pension obligations. The Annuity Contract will be funded directly by the assets of KRIP, and the Company does not expect to make any cash contributions related to this transaction.

The Agreement contains closing conditions customary for a transaction of this nature. Assuming all closing conditions are satisfied, the transaction is expected to close on October 21, 2025 (the “Closing Date”) and will cover approximately 27,000 KRIP participants and beneficiaries (the “Transferred Participants”). Subject to certain conditions set forth in the Agreement, the Insurer will assume the obligation for retirement benefits of each Transferred Participant upon the Closing Date and all Transferred Participants will continue to receive their benefit payments from the current trustee until early 2026, at which time the Insurer will assume full responsibility for administrative and customer service support, including distribution of payments to the Transferred Participants.

Item 8.01 Other Events

Approximately 3,600 active and deferred vested participants elected to receive a lump-sum distribution of their vested retirement benefits in lieu of an annuity. On October 1, 2025, the Company settled approximately $76 million of pension obligations through lump-sum payments to deferred vested participants. The Company expects to settle approximately $157 million of pension obligations through lump-sum payments to active participants on or about November 1, 2025. Following the final lump sum payments, KRIP will transfer any remaining liabilities for any missing participants and the appropriate level of assets to the Pension Benefit Guaranty Corporation (“PBGC”) missing program, which is expected to occur in November 2025.

The lump-sum payments to KRIP participants and payment to the PBGC have been and will be funded directly from KRIP’s assets. Upon completion of the annuity transaction, the lump-sum payments to active participants and transfer of any remaining liabilities for any missing participants to the PBGC, all pension obligations under KRIP will be fully settled. The Company expects KRIP to distribute surplus assets to the Company and the Kodak Cash Balance Plan in December 2025.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EASTMAN KODAK COMPANY

By: /s/ David E. Bullwinkle

Name: David E. Bullwinkle

Title: Chief Financial Officer and Senior Vice President

Date: October 16, 2025

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