Corning (NYSE: GLW) COO reports large performance share unit grants and vesting

Rhea-AI Filing Summary

Corning Incorporated Executive Vice President & COO Nelson Avery H III reported several equity compensation transactions dated February 4, 2026. He was granted performance share units (PSUs) covering 16,891, 15,591, and 20,932 shares of common stock for fiscal year 2025 performance under 2025, 2024, and 2023 agreements. These earned PSUs remain restricted and are scheduled to vest and convert to common stock on April 15, 2026, April 15, 2027, and April 14, 2028, subject to continued service. The filing also reports PSU conversions into common stock of 599, 553, and 742 shares at a price of $0 per share, along with a disposition of 1,894 common shares at $109.69 reported with code F. After these transactions, he directly owns 66,050 common shares and indirectly holds 3,839.6704 units in a 401(k) stock fund.

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^*

Nelson Avery H III

(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)
	Executive Vice President & COO

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		599	A	$0(1)	66,649	D
Common Stock	02/04/2026		M		553	A	$0(1)	67,202	D
Common Stock	02/04/2026		M		742	A	$0(1)	67,944	D
Common Stock	02/04/2026		F		1,894	D	$109.69	66,050	D
Common Stock								3,839.6704(2)	I	Trustee 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Unit	(1)	02/04/2026		A		16,891		(3)	(3)	Common Stock	16,891	$0	16,891	D
Performance Share Unit	(1)	02/04/2026		A		15,591		(4)	(4)	Common Stock	15,591	$0	35,121	D
Performance Share Unit	(1)	02/04/2026		A		20,932		(5)	(5)	Common Stock	20,932	$0	41,915	D
Performance Share Unit	(1)	02/04/2026		M			599	(6)	(6)	Common Stock	599	$0	16,292	D
Performance Share Unit	(1)	02/04/2026		M			553	(7)	(7)	Common Stock	553	$0	34,568	D
Performance Share Unit	(1)	02/04/2026		M			742	(8)	(8)	Common Stock	742	$0	41,173	D

Explanation of Responses:

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

2. Ownership is represented by units held in a unitized stock fund through the issuer's 401(k) retirement plan as of January 31, 2026.

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) EVP & COO Nelson Avery H III report?

He reported multiple equity compensation transactions on February 4, 2026, including grants and vesting-related movements of performance share units and related common stock, plus a tax-related disposition reported with code F. The filing details updated direct and indirect ownership positions after these transactions.

How many performance share units did the Corning (GLW) COO receive in this Form 4?

He was granted performance share units covering 16,891, 15,591, and 20,932 shares of Corning common stock. Each performance share unit represents a contingent right to receive one share, earned based on fiscal year 2025 performance under 2025, 2024, and 2023 compensation agreements.

When do the reported Corning (GLW) performance share units vest and convert to stock?

The earned performance share units remain restricted and are scheduled to vest and convert to Corning common stock on April 15, 2026, April 15, 2027, and April 14, 2028. Vesting is subject to a service-based requirement following the Compensation Committee’s determination that 2025 performance criteria were satisfied.

What common stock dispositions are disclosed for the Corning (GLW) COO in this Form 4?

The filing reports a disposition of 1,894 shares of Corning common stock at $109.69 per share using transaction code F. Additional movements include shares associated with PSU vesting-related activity, with 599, 553, and 742 common shares reported from derivative transactions at a price of $0 per share.

What is Nelson Avery H III’s Corning (GLW) share ownership after these transactions?

After the reported transactions, he directly owns 66,050 shares of Corning common stock. He also has indirect ownership represented by 3,839.6704 units held in a unitized Corning stock fund through the company’s 401(k) retirement plan as of January 31, 2026.

How are the Corning (GLW) performance share units linked to company performance?

The performance share units were earned on February 4, 2026, after the Compensation Committee determined that performance criteria for fiscal year 2025 were satisfied. Each award is tied to a specific agreement year—2023, 2024, or 2025—and remains subject to service-based vesting until the stated vesting dates.