Corning (GLW) CFO exercises stock awards and withholds shares for taxes

Rhea-AI Filing Summary

Corning Inc. Executive Vice President and CFO Edward A. Schlesinger reported equity award activity involving performance share units, restricted stock units, and common stock. On April 15, 2026, he exercised derivative awards covering 63,069 shares of common stock, converting performance share units and restricted stock units into common shares.

Of the resulting common stock, 30,715 shares were disposed of at $168.27 per share as a tax-withholding transaction rather than an open-market sale. After these transactions, he directly held 87,826 shares of common stock.

He also continues to hold unvested performance share units and restricted stock units with a zero exercise price, each representing a contingent right to receive one share of Corning common stock. Footnotes state that earned performance share units and restricted stock units generally vest between April 2026 and April 2029, subject to service-based vesting requirements and certain earlier-vesting events.

Insider Trade Summary

63,069 shares exercised/converted

Mixed 10 txns

Insider Schlesinger Edward A

Role Exec. Vice President and CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	19,088	$0.00	--
Exercise	Performance Share Unit	43,981	$0.00	--
Exercise	Common Stock	19,088	$0.00	--
Exercise	Common Stock	43,981	$0.00	--
Tax Withholding	Common Stock	30,715	$168.27	$5.17M
holding	Performance Share Unit	--	--	--
holding	Performance Share Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Performance Share Unit — 0 shares (Direct); Common Stock — 74,560 shares (Direct)

Footnotes (1)

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

Key Figures

Shares from award exercises: 63,069 shares Tax-withholding shares: 30,715 shares at $168.27 Direct common shares after transactions: 87,826 shares +5 more

8 metrics

Shares from award exercises 63,069 shares Common stock received from derivative award exercises on April 15, 2026

Tax-withholding shares 30,715 shares at $168.27 Shares delivered to cover tax liability on April 15, 2026

Direct common shares after transactions 87,826 shares Non-derivative holdings following reported Form 4 activity

Performance share units (grant 1) 35,275 underlying shares Unvested PSUs with $0.0000 exercise price, direct ownership

Performance share units (grant 2) 16,953 underlying shares Additional unvested PSUs with $0.0000 exercise price

Restricted stock units (grant 1) 21,888 underlying shares Unvested RSUs with $0.0000 exercise price, direct ownership

Restricted stock units (grant 2) 24,327 underlying shares Additional unvested RSUs with $0.0000 exercise price

Restricted stock units (grant 3) 10,114 underlying shares Further unvested RSUs with $0.0000 exercise price

Key Terms

Performance Share Unit, Restricted Stock Unit, tax-withholding disposition, service-based vesting requirement, +1 more

5 terms

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.

service-based vesting requirement financial

"Earned PSUs remain restricted until they vest and convert to common stock, subject to service-based vesting requirement."

derivative exercise/conversion financial

"Transaction code M is described as Exercise or conversion of derivative security."

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^*

Schlesinger Edward A

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec. Vice President and CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/15/2026		M		19,088	A	$0	74,560	D
Common Stock	04/15/2026		M		43,981	A	$0	118,541	D
Common Stock	04/15/2026		F		30,715	D	$168.27	87,826	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	35,275		35,275	D
Performance Share Unit	(1)							(3)	(3)	Common Stock	16,953		16,953	D
Restricted Stock Unit	(4)							(5)	(5)	Common Stock	21,888		21,888	D
Restricted Stock Unit	(4)							(6)	(6)	Common Stock	24,327		24,327	D
Restricted Stock Unit	(4)							(7)	(7)	Common Stock	10,114		10,114	D
Restricted Stock Unit	(4)	04/15/2026		M			19,088	(8)	(8)	Common Stock	19,088	$0	0	D
Performance Share Unit	(1)	04/15/2026		M			43,981	(9)	(9)	Common Stock	43,981	$0	0	D

Explanation of Responses:

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

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

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

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

5. 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.

6. 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.

7. 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.

8. 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.

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

	Melissa J. Gambol, Power of Attorney	04/16/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Corning (GLW) CFO Edward Schlesinger report in this Form 4?

He reported exercises of equity awards into common stock and a related tax-withholding transaction. The filing shows derivative awards converting into 63,069 common shares and a portion of shares withheld to satisfy tax obligations, along with his updated direct share ownership position.

How many Corning (GLW) shares did the CFO acquire through award exercises?

He exercised derivative awards covering 63,069 shares of Corning common stock. These came from performance share units and restricted stock units that converted into common shares as part of his long-term equity compensation, according to the Form 4 transaction and related derivative entries.

What was the purpose of the 30,715 Corning (GLW) shares disposed by the CFO?

The 30,715 shares were disposed of as a tax-withholding transaction at $168.27 per share. This payment-of-tax mechanism delivers shares back to the issuer to cover tax liabilities, and is not characterized as an open-market sale in the filing.

How many Corning (GLW) shares does the CFO hold after these transactions?

After the reported activity, Edward Schlesinger directly holds 87,826 shares of Corning common stock. This figure reflects his updated non-derivative share position following the exercise of performance-based and restricted stock awards and the related tax-withholding share disposition.

What unvested equity awards does the Corning (GLW) CFO still hold?

He continues to hold performance share units and restricted stock units, each representing a contingent right to one share of common stock. Footnotes indicate these awards generally vest between April 2026 and April 2029, subject to service-based vesting and specified earlier-vesting events.

When do the Corning (GLW) CFO’s equity awards vest and convert to stock?

Footnotes state that certain performance share units and restricted stock units vest and convert to common stock on April 15, 2026, April 15, 2027, April 14, 2028, and April 16, 2029. Vesting is subject to service-based requirements and possible earlier vesting in specified circumstances.