Material Event Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On November 20, 2024, the Kodak Retirement Income Plan Trust (the "Trust"), in its capacity as holder of assets for the benefit of the Kodak Retirement Income Plan ("KRIP"), entered into a Purchase and Sale Agreement (the "Agreement") with Mastercard Foundation (the "Buyer"). Pursuant to the Agreement, the Trust agreed to sell and the Buyer agreed to purchase certain private equity ownership interests and other illiquid assets held by the Trust for the benefit of KRIP (collectively, "KRIP Illiquid Assets") having an aggregate net asset value as of March 31, 2024 (the "Reference Date") of $764.4 million for a purchase price of $550.6 million payable in cash at closing. The closing is scheduled to occur as of December 31, 2024, but a portion of the KRIP Illiquid Assets subject to the Agreement may be sold at one or more subsequent closings in accordance with the terms of the Agreement. The Agreement contains representations, warranties, covenants, conditions and other provisions customary for secondary sales of private equity investments.