Eastman Kodak Company is soliciting votes for its 2026 virtual annual shareholder meeting, where investors will elect seven directors, approve executive pay on an advisory basis, set the frequency of future say-on-pay votes, amend the 2013 Omnibus Incentive Plan, and ratify Ernst & Young LLP as independent auditor.
The proxy also highlights 2025 business results, including revenue of $1.069 billion, up $26 million, and gross profit of $232 million with margins improving from 19% to 22%. It details director independence, board committee structure, CEO James V. Continenza’s new employment agreement through 2030, and performance-based incentive plans linking management compensation to EBITDA and business unit revenue.
The Vanguard Group filed an Amendment (Schedule 13G/A) reporting beneficial ownership of Eastman Kodak Co common stock as 0 shares and 0%. The filing states that on January 12, 2026 Vanguard undertook an internal realignment and certain subsidiaries will report ownership separately in reliance on SEC Release No. 34-39538. The amendment is signed by Vanguard's Head of Global Fund Administration on 03/26/2026.
Eastman Kodak Company disclosed that investment funds advised by Kennedy Lewis completed an administrative swap of their 4.0% Series B Convertible Preferred Stock into newly designated 6.0% Series B Convertible Preferred Stock. This reflects a charter amendment that increased the dividend rate to 6% and improved the conversion rate to 10 shares of common stock per preferred share from 9.5238.
The 4.0% Series B preferred was redesignated as 6.0% Series B, with prior 4.0% holdings shown as dispositions to the issuer and new 6.0% holdings shown as grant or award acquisitions, all held indirectly through Kennedy Lewis funds. The new preferred carries a liquidation preference of $100 per share and is subject to mandatory redemption on June 11, 2029 at liquidation preference plus accrued, accumulated and unpaid dividends.
Conversions into common stock are allowed at the holder’s option but are limited by a 4.99% Beneficial Ownership Limitation, which funds may change with at least 61 days’ written notice. Various Kennedy Lewis advisory and general partner entities, as well as David Chene and Darren Richman, may be deemed to share voting and investment power, while each disclaims beneficial ownership beyond pecuniary interest.
Eastman Kodak Company insiders associated with Kennedy Lewis funds reported an internal redesignation of their preferred stock holdings. On March 11, 2026, all reported 4.0% Series B Convertible Preferred Stock was disposed of back to the issuer and replaced with 6.0% Series B Convertible Preferred Stock in corresponding amounts.
The new preferred shares carry a 6% dividend rate, up from 4%, and are convertible into common stock at 10 shares of common per share of preferred, subject to a 4.99% Beneficial Ownership Limitation. The preferred stock has a liquidation preference of $100 per share and is subject to mandatory redemption by Kodak on June 11, 2029, at liquidation preference plus accrued, accumulated and unpaid dividends.
Eastman Kodak Company files its annual report describing a business focused on commercial print and advanced materials and chemicals, with an additional brand‑licensing segment. The Print segment’s Prepress Solutions business generated 52% of total net revenue in 2025, while Industrial Film and Chemicals contributed 23%.
Kodak highlights significant risks around its ability to generate sustained positive operating cash flow, service Term Loans and 4.0% Series B Convertible Preferred Stock, and fund restructuring and growth initiatives. It outlines exposure to volatile raw material and energy costs, global economic and geopolitical uncertainty, intense competition, cybersecurity threats and fast‑changing technology.
The company reports approximately 3,500 employees across 27 countries and emphasizes ongoing cost‑reduction efforts, environmental stewardship and a NIST‑based cybersecurity program. As of June 30, 2025, non‑affiliate equity market value was about $364 million, and 97.5 million common shares were outstanding as of March 6, 2026.
Eastman Kodak Company reported higher sales but a swing to a GAAP loss in its fourth-quarter and full-year 2025 results. Q4 2025 revenue was $290 million, up from $266 million, with gross profit rising to $67 million and Operational EBITDA more than doubling to $22 million.
For 2025, revenue reached $1.069 billion versus $1.043 billion, while Operational EBITDA increased to $62 million from $26 million, reflecting better pricing and efficiency. GAAP results moved to a net loss of $128 million from net income of $102 million, primarily due to one-time impacts from the Kodak Retirement Income Plan termination and related taxes. Year-end cash rose to $337 million, up $136 million, helped by pension asset reversion and stronger operating cash flow.
Eastman Kodak Executive Chairman and CEO James V. Continenza reported equity compensation activity involving restricted stock units (RSUs) and common stock. On February 26, 2026, 100,000 RSUs that convert into common stock on a one-for-one basis vested and were exercised into 100,000 shares of common stock at a price of $0.0000 per share. To cover tax withholding obligations on this RSU vesting, 39,350 shares of common stock were disposed of at $7.53 per share, leaving 3,111,546 shares of common stock held directly following the transactions. The filing also shows ongoing holdings of RSUs, phantom stock, and stock options that vest or become payable on various future dates.
Eastman Kodak Company has entered into a new Executive Chairman and CEO Employment Agreement with James V. Continenza, effective January 1, 2026, extending his term through December 31, 2030. The agreement replaces his prior contract that was set to expire in February 2027.
Under the new deal, Mr. Continenza will receive a $1,200,000 annual base salary and is eligible for an annual cash incentive of up to 125% of base salary, subject to company performance and committee discretion. He received a renewal grant of 5 million RSUs vesting in equal annual installments over five years starting December 31, 2026, and is entitled to annual RSU awards valued at $2,500,000, split between time-vesting and performance-vesting units beginning in February 2027.
The agreement provides severance protections if his employment ends without cause or for good reason, including cash payments, pro-rated incentives, accelerated vesting of certain RSUs, and up to 18 months of COBRA coverage. It also requires at least 61 days’ notice before exercising specified stock options if such exercise would take his beneficial ownership above 4.99% of outstanding common stock.
EASTMAN KODAK CO Executive Chairman and CEO James V. Continenza received a grant of 5,000,000 restricted stock units on February 24, 2026. The RSUs convert into common stock on a one-for-one basis and, under the award terms, will vest annually in five equal installments starting on 12/31/2026.
The filing also reports Continenza’s existing equity interests, including holdings of restricted stock units with various vesting dates in 2026–2028, phantom stock units representing the right to receive common shares after board service ends, several fully vested stock option awards, and 3,050,896 shares of common stock held directly.
Eastman Kodak Company reported a change to the vesting terms of existing equity awards for executive Terry R. Taber. On February 12, 2026, the Board’s Compensation, Nominating and Governance Committee approved revisions to his restricted stock units (RSUs) granted on May 17, 2023.
The remaining 16,668 timing-vesting RSUs from the original 50,000-unit grant will stay in place and are scheduled to vest on May 17, 2026. In addition, 50,000 performance-vesting RSUs granted on May 17, 2023 will also remain outstanding and are scheduled to vest on May 17, 2026, provided the existing performance conditions are met.