Corning (NYSE: GLW) retired president logs PSU awards and tax share sale

Rhea-AI Filing Summary

Corning Inc. retired president Eric S. Musser reported equity compensation activity and related tax withholding on common stock and performance share units. On February 4, 2026, several performance share units converted into common stock at $0 exercise price, while 3,284 common shares were disposed of at $109.69 to cover taxes.

On the same date, Musser was credited with new blocks of performance share units, including 17,120, 30,227, and 45,196 units tied to 2023–2025 agreements. These units were earned after performance criteria for fiscal 2025 were met and will remain restricted until scheduled vesting dates in 2026, 2027, and 2028, subject to continued service.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Musser Eric S

(Last) (First) (Middle)

ONE RIVERFRONT PLAZA

(Street)

CORNING NY 14831

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CORNING INC /NY [ GLW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Retired President

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/04/2026		M		610	A	$0(1)	20,536	D
Common Stock	02/04/2026		M		1,072	A	$0(1)	21,608	D
Common Stock	02/04/2026		M		1,602	A	$0(1)	23,210	D
Common Stock	02/04/2026		F		3,284	D	$109.69	19,926	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Unit	(1)	02/04/2026		M			610	(2)	(2)	Common Stock	610	$0	16,510	D
Performance Share Unit	(1)	02/04/2026		M			1,072	(3)	(3)	Common Stock	1,072	$0	67,019	D
Performance Share Unit	(1)	02/04/2026		M			1,602	(4)	(4)	Common Stock	1,602	$0	88,899	D
Performance Share Unit	(1)	02/04/2026		A		17,120		(5)	(5)	Common Stock	17,120	$0	17,120	D
Performance Share Unit	(1)	02/04/2026		A		30,227		(6)	(6)	Common Stock	30,227	$0	68,091	D
Performance Share Unit	(1)	02/04/2026		A		45,196		(7)	(7)	Common Stock	45,196	$0	90,501	D

Explanation of Responses:

1. Each performance share unit represents a contingent right to receive one share of Corning Incorporated common stock.

2. Vesting to satisfy tax requirement pursuant to the 2025 agreement.

3. Vesting to satisfy tax requirement pursuant to the 2024 agreement.

4. Vesting to satisfy tax requirement pursuant to the 2023 agreement.

5. Performance share units (PSUs) were earned February 4, 2026 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2025 pursuant to the 2025 agreement. Earned PSUs remain restricted until April 14, 2028, when they vest and convert to common stock, subject to service-based vesting requirement.

6. Performance share units (PSUs) were earned February 4, 2026 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2025 pursuant to the 2024 agreement. Earned PSUs remain restricted until April 15, 2027, when they vest and convert to common stock, subject to service-based vesting requirement.

7. Performance share units (PSUs) were earned February 4, 2026 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2025 pursuant to the 2023 agreement. Earned PSUs remain restricted until April 15, 2026, when they vest and convert to common stock, subject to service-based vesting requirement.

	Melissa J. Gambol, Power of Attorney	02/06/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Eric S. Musser report at Corning (GLW)?

Eric S. Musser, Corning’s retired president, reported performance share units converting into common stock and a related tax sale. On February 4, 2026, he also received new performance share unit awards that will vest over 2026, 2027, and 2028, subject to continued service.

How many Corning (GLW) shares did Eric S. Musser dispose of for taxes?

Eric S. Musser disposed of 3,284 shares of Corning common stock at $109.69 per share. The transaction is coded “F,” indicating shares were withheld or sold to satisfy tax withholding obligations related to equity awards, rather than an open-market discretionary sale.

What performance share unit (PSU) grants did Eric S. Musser receive from Corning (GLW)?

On February 4, 2026, Eric S. Musser was credited with PSU awards of 17,120, 30,227, and 45,196 units. These units were earned after performance criteria for fiscal year 2025 were satisfied under 2023–2025 agreements and remain restricted until future vesting dates.

When will Eric S. Musser’s Corning (GLW) PSUs vest into common stock?

Earned performance share units are scheduled to vest and convert into common stock on April 15, 2026, April 15, 2027, and April 14, 2028. Vesting depends on service-based requirements, meaning Musser must continue to satisfy service conditions through each vesting date.

What does the “M” transaction code mean in Eric S. Musser’s Corning (GLW) Form 4?

The “M” code indicates the exercise or conversion of derivative securities, here performance share units converting into common stock at a $0 exercise price. These conversions follow satisfaction of performance conditions specified in Corning’s PSU agreements for prior fiscal years.

Are Eric S. Musser’s Corning (GLW) performance share units tied to specific agreements?

Yes. The Form 4 notes PSUs tied to 2023, 2024, and 2025 agreements. The Compensation Committee determined performance criteria for fiscal 2025 were satisfied, causing these PSUs to be earned, though they remain restricted until their respective time-based vesting dates.