EASTMAN KODAK CO 8-K

What Happened
Eastman Kodak Company filed an 8-K reporting that on Feb 23, 2026 it entered a new Executive Chairman & CEO employment agreement with James V. Continenza, effective Jan 1, 2026, that replaces his prior agreement and extends his employment through Dec 31, 2030. Key pay terms include a $1,200,000 annual base salary, an annual cash incentive of up to 125% of base salary, a 5,000,000 restricted stock unit (RSU) renewal award vesting over five years, and an annual RSU award valued at $2,500,000 split between time-vesting and performance-vesting RSUs.

Key Details

• Effective date: Jan 1, 2026; agreement executed Feb 23, 2026; term ends Dec 31, 2030.
• Cash: $1,200,000 annual base salary; annual incentive up to 125% of base salary (committee-determined).
• Equity: 5,000,000 “Renewal RSUs” vesting in equal annual installments over five years (first vesting 12/31/2026); annual RSU grants worth $2,500,000 (50% time-vesting over 3 years; 50% performance-vesting over a 3-year performance period). First annual RSU grants scheduled for Feb 2027 and annually thereafter.
• Severance/termination: If terminated without cause or if he leaves for good reason (and signs a release), eligible for two years’ base salary plus two years’ annual incentive, pro‑rated/current-year incentive amounts as earned, accelerated vesting in certain RSUs, and 18 months company-paid COBRA premiums. Death/disability/retirement (age 65+) triggers accelerated/settlement provisions for RSUs and pro‑rated incentives but not the two‑year cash severance.
• Ownership/option limit: Mr. Continenza must give at least 61 days’ notice before exercising certain historic options to avoid his beneficial ownership exceeding 4.99%.

Why It Matters
The agreement secures leadership continuity through 2030 and ties a large portion of compensation to equity and performance goals, which can align executive incentives with long‑term company performance. However, the sizable RSU awards and severance entitlements may dilute shareholders and create meaningful future equity or cash obligations. The full Employment Agreement will be filed as an exhibit to Kodak’s Form 10‑K for the year ended Dec 31, 2025 for detailed review.