STOCK TITAN

Corning (GLW) COO exercises equity awards and covers taxes with share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Corning Incorporated Executive Vice President & COO Nelson Avery H III exercised equity awards and adjusted his holdings in company stock. On April 15, 2026, he exercised performance share units and restricted stock units to acquire 59,011 shares of common stock at an exercise price of $0.00 per share.

To cover tax obligations tied to these awards, 28,740 common shares were disposed of through a tax-withholding transaction at $168.27 per share, a non-market sale. Following these transactions, he holds 90,059 common shares directly and 3,847.9383 shares indirectly through a unitized stock fund in the company’s 401(k) plan as of March 31, 2026.

He also continues to hold unvested performance share units and restricted stock units representing additional shares of Corning common stock, with vesting dates in 2026, 2027, 2028, and 2029, subject to service-based vesting conditions and specified events such as retirement, death, or disability.

Positive

  • None.

Negative

  • None.
Insider Nelson Avery H III
Role Executive Vice President & COO
Type Security Shares Price Value
Exercise Performance Share Unit 41,173 $0.00 --
Exercise Restricted Stock Unit 17,838 $0.00 --
Exercise Common Stock 41,173 $0.00 --
Exercise Common Stock 17,838 $0.00 --
Tax Withholding Common Stock 28,740 $168.27 $4.84M
holding Performance Share Unit -- -- --
holding Performance Share Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Performance Share Unit — 0 shares (Direct); Restricted Stock Unit — 0 shares (Direct); Common Stock — 100,961 shares (Direct); Common Stock — 3,847.938 shares (Indirect, Trustee u/Employee Benefit Plan)
Footnotes (1)
  1. Ownership is represented by units held in a unitized stock fund through the issuer's 401(k) retirement plan as of March 31, 2026. Each performance share unit represents a contingent right to receive one share of Corning Incorporated common stock. Earned PSUs remain restricted until April 15, 2027, when they vest and convert to common stock, subject to service-based vesting requirement. Earned PSUs remain restricted until April 14, 2028, when they vest and convert to common stock, subject to service-based vesting requirement. Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated common stock. The restricted stock units (RSUs) vest 100% on April 15, 2027. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date. The restricted stock units (RSUs) vest 100% on April 14, 2028. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date. The restricted stock units (RSUs) vest 100% on April 16, 2029. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date. Earned PSUs remain restricted until April 15, 2026, when they vest and convert to common stock, subject to service-based vesting requirement. The restricted stock units (RSUs) vest 100% on April 15, 2026. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.
Shares acquired via exercises 59,011 shares Common stock from PSU and RSU exercises on April 15, 2026
Tax-withholding shares 28,740 shares Common shares delivered for tax obligations at $168.27 per share
Tax-withholding price $168.27/share Price applied to 28,740 common shares for tax withholding
Direct common shares post-transaction 90,059 shares Direct ownership after April 15, 2026 transactions
Indirect common shares (401(k) plan) 3,847.9383 shares Held in a unitized stock fund under the 401(k) as of March 31, 2026
PSU remaining tranche 34,568 underlying shares Performance share units outstanding, exercisable for Corning common stock
RSU remaining tranche 23,369 underlying shares A portion of unvested restricted stock units outstanding
Performance Share Unit financial
"Each performance share unit represents a contingent right to receive one share of Corning Incorporated common stock."
A performance share unit (PSU) is a form of executive or employee pay that promises shares (or the cash value of shares) only if the company meets specific performance targets over a set period. Think of it like a bonus cheque that only arrives if the company hits agreed goals — it aligns managers’ rewards with business results and signals to investors how leadership is being incentivized to grow value over time.
Restricted Stock Unit financial
"Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated common stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities."
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
unitized stock fund financial
"Ownership is represented by units held in a unitized stock fund through the issuer's 401(k) retirement plan."
service-based vesting requirement financial
"Earned PSUs remain restricted until they vest and convert to common stock, subject to service-based vesting requirement."
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Nelson Avery H III

(Last)(First)(Middle)
ONE RIVERFRONT PLAZA

(Street)
CORNING NEW YORK 14831

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CORNING INC /NY [ GLW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive Vice President & COO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/15/2026M41,173A$0100,961D
Common Stock04/15/2026M17,838A$0118,799D
Common Stock04/15/2026F28,740D$168.2790,059D
Common Stock3,847.9383(1)ITrustee u/Employee Benefit Plan
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Share Unit(2) (3) (3)Common Stock34,56834,568D
Performance Share Unit(2) (4) (4)Common Stock16,29216,292D
Restricted Stock Unit(5) (6) (6)Common Stock21,44221,442D
Restricted Stock Unit(5) (7) (7)Common Stock23,36923,369D
Restricted Stock Unit(5) (8) (8)Common Stock9,6929,692D
Performance Share Unit(2)04/15/2026M41,173 (9) (9)Common Stock41,173$00D
Restricted Stock Unit(5)04/15/2026M17,838 (10) (10)Common Stock17,838$00D
Explanation of Responses:
1. Ownership is represented by units held in a unitized stock fund through the issuer's 401(k) retirement plan as of March 31, 2026.
2. Each performance share unit represents a contingent right to receive one share of Corning Incorporated common stock.
3. Earned PSUs remain restricted until April 15, 2027, when they vest and convert to common stock, subject to service-based vesting requirement.
4. Earned PSUs remain restricted until April 14, 2028, when they vest and convert to common stock, subject to service-based vesting requirement.
5. Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated common stock.
6. The restricted stock units (RSUs) vest 100% on April 15, 2027. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.
7. The restricted stock units (RSUs) vest 100% on April 14, 2028. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.
8. The restricted stock units (RSUs) vest 100% on April 16, 2029. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.
9. Earned PSUs remain restricted until April 15, 2026, when they vest and convert to common stock, subject to service-based vesting requirement.
10. The restricted stock units (RSUs) vest 100% on April 15, 2026. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.
Melissa J. Gambol, Power of Attorney04/16/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Corning (GLW) executive Nelson Avery H III do in this Form 4?

He exercised performance share units and restricted stock units to acquire 59,011 Corning common shares, then had 28,740 shares withheld to cover tax obligations. After these transactions, he continued to hold a meaningful direct and indirect ownership stake in Corning stock.

How many Corning (GLW) shares does Nelson Avery H III own after the transactions?

After the reported transactions, he directly holds 90,059 Corning common shares and indirectly holds 3,847.9383 shares through a unitized stock fund in the company’s 401(k) plan. These positions reflect his remaining equity stake following the equity award exercises and tax withholding.

Were any of Nelson Avery H III’s Corning (GLW) share disposals open-market sales?

The filing shows a disposition of 28,740 Corning common shares coded as a tax-withholding transaction at $168.27 per share. This represents shares delivered to satisfy tax obligations related to equity awards, not an open-market sale reflecting discretionary trading activity.

What equity awards in Corning (GLW) does Nelson Avery H III still hold?

He continues to hold performance share units and restricted stock units, each representing a contingent right to receive one Corning common share. According to the filing, these awards vest on dates between 2026 and 2029, subject to service-based conditions and certain events like retirement or disability.

How many Corning (GLW) shares were acquired through equity award exercises in this Form 4?

The filing reports exercises of performance share units and restricted stock units that resulted in the acquisition of 59,011 Corning common shares at a $0.00 exercise price. These transactions convert previously granted equity awards into actual common stock owned by the executive.