Corning (NYSE: GLW) CFO logs PSU grants, stock disposals in insider filing

Rhea-AI Filing Summary

Corning Inc. executive vice president and CFO Edward A. Schlesinger reported multiple equity compensation transactions dated February 4, 2026. He acquired common stock through the exercise of performance share units, including 623, 564, and 793 shares at an exercise price of $0 per share, and then had 1,980 shares of common stock disposed of at $109.69, identified with code F. The filing also shows new awards of performance share units of 17,576, 15,910, and 22,362 units, each representing a contingent right to receive one share of Corning common stock, with vesting tied to fiscal year 2025 performance determinations and subsequent service-based vesting dates.

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^*

Schlesinger Edward A

(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)
	Exec. Vice President and CFO

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		623	A	$0(1)	55,403	D
Common Stock	02/04/2026		M		564	A	$0(1)	55,967	D
Common Stock	02/04/2026		M		793	A	$0(1)	56,760	D
Common Stock	02/04/2026		F		1,980	D	$109.69	54,780	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)							(2)	(2)	Common Stock	1,415		1,415	D
Performance Share Unit	(1)	02/04/2026		A		17,576		(3)	(3)	Common Stock	17,576	$0	17,576	D
Performance Share Unit	(1)	02/04/2026		A		15,910		(4)	(4)	Common Stock	15,910	$0	35,839	D
Performance Share Unit	(1)	02/04/2026		A		22,362		(5)	(5)	Common Stock	22,362	$0	44,774	D
Performance Share Unit	(1)	02/04/2026		M			623	(6)	(6)	Common Stock	623	$0	16,953	D
Performance Share Unit	(1)	02/04/2026		M			564	(7)	(7)	Common Stock	564	$0	35,275	D
Performance Share Unit	(1)	02/04/2026		M			793	(8)	(8)	Common Stock	793	$0	43,981	D

Explanation of Responses:

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

2. The performance share units (PSUs) earned February 7, 2024 will vest 1/3 after 1 year from the February 8, 2023 grant date and 1/6 every 6 months thereafter until fully vested on the third anniversary of the grant date.

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 2025 agreement. Earned PSUs remain restricted until April 14, 2028, 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 2024 agreement. Earned PSUs remain restricted until April 15, 2027, when they vest and convert to common stock, subject to service-based vesting requirement.

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 2023 agreement. Earned PSUs remain restricted until April 15, 2026, when they vest and convert to common stock, subject to service-based vesting requirement.

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

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

8. 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) CFO Edward Schlesinger report on February 4, 2026?

Edward Schlesinger reported exercises of performance share units into common stock and related disposals. He acquired 623, 564, and 793 common shares at $0 per share and had 1,980 shares disposed at $109.69, alongside several new performance share unit awards.

How many performance share units did the Corning (GLW) CFO receive in the latest filing?

The CFO reported new awards of 17,576, 15,910, and 22,362 performance share units. Each unit represents a contingent right to receive one share of Corning common stock, subject to performance criteria for fiscal year 2025 and later service-based vesting dates.

What do Corning (GLW) performance share units represent for the CFO?

Each performance share unit represents a contingent right to receive one share of Corning Incorporated common stock. The units are earned based on compensation committee determinations that performance criteria are satisfied, and then vest and convert to stock on specified future dates, subject to service conditions.

When will the newly earned Corning (GLW) performance share units vest and convert to stock?

Performance share units tied to 2025 performance under 2025, 2024, and 2023 agreements remain restricted until April 14, 2028, April 15, 2027, and April 15, 2026, respectively. On those dates, they vest and convert to common stock if the service-based vesting requirement is met.

Why were some Corning (GLW) shares disposed of in the CFO’s Form 4 filing?

The filing shows 1,980 common shares disposed of at $109.69 with transaction code F. Footnotes explain that certain vesting events occurred to satisfy tax requirements under the 2023, 2024, and 2025 performance share unit agreements linked to the reported awards.

What role does the Corning (GLW) compensation committee play in the CFO’s performance share units?

The compensation committee determines whether performance criteria are satisfied for each fiscal year agreement. For 2025, it decided on February 4, 2026 that criteria were met, causing performance share units to be earned, which remain restricted until later vesting and conversion dates tied to continued service.