柯达美股招股说明书(2025-05-21版)

Sales, if any, of our common stock under the ATM Equity Offering Sales Agreement may be made in ordinary brokers’ transactions, to or through a market maker,on or through the NYSE or any other market venue where our common stock may be traded, in theover-the-countermarket, in privately negotiated transactions, in blocktrades, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) or We will designate the maximum amount of our common stock to be sold through the Agent on a daily basis or otherwise as we and the Agent agree and theminimum price per share at which such common stock may be sold. Subject to the terms and conditions of the ATM Equity Offering Sales Agreement, the Agent will useits reasonable efforts consistent with its normal sales and trading practices to sell on our behalf all of the designated shares of our common stock. We may instruct theAgent not to sell any common stock if the sales cannot be effected at or above the price designated by us in any such instruction. We or the Agent may suspend theoffering of our common stock by notifying the Agent or us, respectively. We will pay the Agent a commission of up to 3% of the gross sales price per share of common stock sold through the Agent under the ATM Equity Offering SalesAgreement. We have also agreed to reimburse the Agent for certain of its expenses. In connection with the sale of the shares of common stock on our behalf, the Agentmay be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation paid to the Agent may be deemed to be underwriting commissions or discounts. See “Plan of Distribution.”Settlement of any sales of common stock will occur on the first trading day following the date on which such sales were made. There is no arrangement for fundsto be received in an escrow, trust or similar arrangement. Sales of our common stock as contemplated in this prospectus supplement will be settled through the facilitiesof The Depository Trust Company or by such other means as we and the Agent may agree. Investing in our common stock involves a high degree of risk. Before making a decision to invest in our common stock, youshould carefully consider the risks described in Part I, Item 1A of our most recent Annual Report on Form10-Kunder the heading“Risk Factors,” and under the heading “Risk Factors” of this prospectus supplement and the accompanying prospectus. The Form10-Kand our recent Quarterly Report on Form10-Qare incorporated by reference in this prospectus supplement and the the adequacy or accuracy of this prospectus supplement or the related prospectus. Any representation to the contrary is a criminal offense.No person has been authorized to give any information or to make any representations other than those contained in this prospectus supplement. If anyother information or representations are given or made, you must not rely on them as having been authorized. BofA SecuritiesThis Prospectus Supplement is dated May21, 2025 Prospectus Supplement CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FORNON-U.S.HOLDERS RISK FACTORSUSE OF PROCEEDS WHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEProspectus CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Neither the delivery of this prospectus supplement nor any sale made hereunder should be deemed to imply that there has been no change in theaffairs of the Company since the date of this prospectus supplement or that the information herein is correct as of any time subsequent to its date. This “ours” refer to Eastman Kodak Company and its consolidated subsidiaries. In this prospectus supplement, references to “$” or “dollars” are to the lawfulcurrency of the United States.S-ii This prospectus supplement, the accompanying prospectus and the information incorporated by reference include “forward-looking statements” asthat term is defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning Kodak’splans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, liquidity, investments, financing needs andbusiness trends and other information that is not historical information. When used in this document, the words “estimates,” “expects,” “anticipates,”“projects,” “plans,” “intends,” “believes,” “predicts,” “forecasts,” “strategy,” “continues,” “goals,” “targets” or future or conditional verbs, such as“will,” “should,” “could,” or “may,” and similar words and expressions, as well as statements that do not relate strictly to historical or current facts, areintended to identify forward-looking statements. All forward-looking statements, including management’s examination of historical operating trends anddata, are based upon Kodak’s current expectations