Business Context and Reporting Period
This Form 8-K Current Report was filed by Eastman Kodak Company on February 23, 2026. The filing discloses the execution of a new Executive Chairman and CEO Agreement with James V. Continenza, effective retroactively to January 1, 2026.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation terms.
Material Changes
The primary material change is the replacement of Mr. Continenza's previous employment agreement (dated November 29, 2023) with a new agreement extending his term through December 31, 2030. Key compensation changes include:
- Base Salary: Set at $1,200,000 annually.
- Cash Incentive: Eligible for up to 125% of base salary based on company performance.
- Equity Awards:
- Renewal RSUs: 5 million restricted stock units granted immediately, vesting in equal annual installments over five years starting December 31, 2026.
- Annual RSUs: Entitled to an annual award valued at $2,500,000, split between time-vesting (50%) and performance-vesting (50%) components. First grants scheduled for February 2027.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding business operations. It details specific termination provisions and risks related to executive retention:
- Termination without Cause/Good Reason: Triggers two years of base salary and incentive, pro-rated incentives, accelerated vesting of time-based RSUs, and continued vesting of performance RSUs based on goals achieved.
- Death, Disability, or Retirement: Triggers pro-rated incentives and accelerated vesting of time-based RSUs, with performance RSUs vesting based on goal achievement.
- Ownership Limitation: Mr. Continenza must provide 61 days' written notice before exercising stock options if the exercise would cause his beneficial ownership to exceed 4.99% of outstanding common stock.
Investor Verification Checklist
- Verify the total number of shares authorized under the 2013 Omnibus Incentive Plan to ensure the 5 million Renewal RSUs and future annual awards are available.
- Review the specific performance goals established by the Compensation Committee for the Performance-Vesting RSUs.
- Confirm the impact of the 5 million RSU grant on immediate dilution and future share count.
- Check the full text of the Employment Agreement (to be filed as an exhibit to the 2025 Form 10-K) for detailed definitions of "cause" and "good reason."