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

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

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.

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Insider Nelson Avery H III
Role Executive Vice President & COO
Type Security Shares Price Value
Grant/Award Performance Share Unit 16,891 $0.00 --
Grant/Award Performance Share Unit 15,591 $0.00 --
Grant/Award Performance Share Unit 20,932 $0.00 --
Exercise Performance Share Unit 599 $0.00 --
Exercise Performance Share Unit 553 $0.00 --
Exercise Performance Share Unit 742 $0.00 --
Exercise Common Stock 599 $0.00 --
Exercise Common Stock 553 $0.00 --
Exercise Common Stock 742 $0.00 --
Tax Withholding Common Stock 1,894 $109.69 $208K
holding Common Stock -- -- --
Holdings After Transaction: Performance Share Unit — 16,891 shares (Direct); Common Stock — 66,649 shares (Direct); Common Stock — 3,839.67 shares (Indirect, Trustee u/Employee Benefit Plan)
Footnotes (1)
  1. Each performance share unit represents a contingent right to receive one share of Corning Incorporated common stock. Ownership is represented by units held in a unitized stock fund through the issuer's 401(k) retirement plan as of January 31, 2026. 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. 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. 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. Vesting to satisfy tax requirement pursuant to the 2025 agreement. Vesting to satisfy tax requirement pursuant to the 2024 agreement. Vesting to satisfy tax requirement pursuant to the 2023 agreement.
Form 4 Insider Transactions: What Each Field Means →
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
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 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
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.

Source: View Original Filing on SEC EDGAR

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.