Corning (GLW) SVP O'Day earns PSUs, withholds shares to cover taxes

Rhea-AI Filing Summary

Corning Incorporated executive Michael Paul O'Day reported multiple equity compensation transactions dated February 4, 2026. He exercised performance share units (PSUs) that delivered small blocks of Corning common stock, increasing his directly held common shares to 29,915 after related tax withholding.

New PSU awards credited to him include 10,614 units under a 2025 agreement, 4,772 units under a 2024 agreement, and 7,137 units under a 2023 agreement. The filing notes these PSUs were earned based on fiscal 2025 performance and will vest and convert into common stock between April 2026 and April 2028, subject to continued service. To satisfy tax obligations tied to vesting, 717 common shares were disposed of at a price of $109.69 per share.

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^*

O'Day Michael Paul

(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
X	Officer (give title below)		Other (specify below)
	SVP and GM, Optical Comm.

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		338	A	$0(1)	30,253	D
Common Stock	02/04/2026		M		152	A	$0(1)	30,405	D
Common Stock	02/04/2026		M		227	A	$0(1)	30,632	D
Common Stock	02/04/2026		F		717	D	$109.69	29,915	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		A		10,614		(2)	(2)	Common Stock	10,614	$0	10,614	D
Performance Share Unit	(1)	02/04/2026		A		4,772		(3)	(3)	Common Stock	4,772	$0	10,772	D
Performance Share Unit	(1)	02/04/2026		A		7,137		(4)	(4)	Common Stock	7,137	$0	14,319	D
Performance Share Unit	(1)	02/04/2026		M			338	(5)	(5)	Common Stock	338	$0	10,276	D
Performance Share Unit	(1)	02/04/2026		M			152	(6)	(6)	Common Stock	152	$0	10,620	D
Performance Share Unit	(1)	02/04/2026		M			227	(7)	(7)	Common Stock	227	$0	14,092	D

Explanation of Responses:

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

2. 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.

3. 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.

4. 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.

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

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

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

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

What insider transactions did Corning (GLW) report for Michael Paul O'Day on February 4, 2026?

On February 4, 2026, Corning SVP Michael Paul O'Day reported PSU-related activity and tax withholding. He received common shares from vested performance share units and ended with 29,915 directly held shares after 717 shares were disposed of to cover tax obligations at $109.69 per share.

How many new performance share units did Corning (GLW) grant to Michael Paul O'Day?

The filing shows three PSU awards credited to Michael Paul O'Day: 10,614 units tied to a 2025 agreement, 4,772 units tied to a 2024 agreement, and 7,137 units tied to a 2023 agreement. Each unit represents a contingent right to receive one share of Corning common stock.

When will Michael Paul O'Day’s Corning (GLW) performance share units vest and convert to stock?

Earned PSUs vest and convert into Corning common stock on specific future dates, subject to service-based vesting. Units under the 2023 agreement vest April 15, 2026, those under the 2024 agreement vest April 15, 2027, and those under the 2025 agreement vest April 14, 2028.

Why were 717 Corning (GLW) shares disposed of in Michael Paul O'Day’s Form 4 filing?

The filing states that 717 Corning common shares were disposed of to satisfy tax requirements related to PSU vesting. These tax-withholding dispositions are linked to the 2023, 2024, and 2025 PSU agreements and are reported at a price of $109.69 per share.

What role does Michael Paul O'Day hold at Corning (GLW) in this Form 4?

Michael Paul O'Day is identified as an officer of Corning, serving as Senior Vice President and General Manager, Optical Communications. The Form 4 reflects equity compensation and related tax-withholding transactions tied to his executive role and performance-based share unit agreements.

How are Corning (GLW) performance share units described in Michael Paul O'Day’s Form 4?

Each performance share unit is described as a contingent right to receive one share of Corning common stock. PSUs were earned after the Compensation Committee determined fiscal 2025 performance criteria were satisfied, and remain restricted until their respective vesting dates, conditioned on continued service.