Corning (GLW) SVP & CHRO granted PSUs and stock withheld for taxes

Rhea-AI Filing Summary

Corning Inc. executive Michelle L. Gullo reported multiple equity compensation transactions tied to performance share units (PSUs) and related stock withholding for taxes. On February 4, 2026, she acquired 2,740, 3,340, and 4,759 PSUs after the Compensation Committee determined performance goals for fiscal 2025 were met under the 2025, 2024, and 2023 agreements.

Each PSU represents a contingent right to one share of Corning common stock. The earned PSUs remain restricted and are scheduled to vest and convert to common shares on April 15, 2026, April 15, 2027, and April 14, 2028, subject to continued service. Related PSU vesting also triggered exercises into 98, 119, and 169 common shares and the withholding of 386 shares at $109.69 to satisfy tax requirements. After these transactions, Gullo directly held 36,000 common shares and 9,356 PSUs.

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^*

Gullo Michelle L

(Last) (First) (Middle)

1 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)
	Senior Vice President & CHRO

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		98	A	$0(1)	36,098	D
Common Stock	02/04/2026		M		119	A	$0(1)	36,217	D
Common Stock	02/04/2026		M		169	A	$0(1)	36,386	D
Common Stock	02/04/2026		F		386	D	$109.69	36,000	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		2,740		(2)	(2)	Common Stock	2,740	$0	2,740	D
Performance Share Unit	(1)	02/04/2026		A		3,340		(3)	(3)	Common Stock	3,340	$0	7,523	D
Performance Share Unit	(1)	02/04/2026		A		4,759		(4)	(4)	Common Stock	4,759	$0	9,525	D
Performance Share Unit	(1)	02/04/2026		M			98	(5)	(5)	Common Stock	98	$0	2,642	D
Performance Share Unit	(1)	02/04/2026		M			119	(6)	(6)	Common Stock	119	$0	7,404	D
Performance Share Unit	(1)	02/04/2026		M			169	(7)	(7)	Common Stock	169	$0	9,356	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

Who is the insider in this Corning (GLW) Form 4 filing?

The filing reports transactions by Michelle L. Gullo, a Senior Vice President & Chief Human Resources Officer at Corning Inc. She is an officer, not a director or 10% owner, and holds both common stock and performance share units (PSUs).

What type of securities did Michelle Gullo receive in the Corning (GLW) Form 4?

Michelle Gullo received performance share units (PSUs), each representing a contingent right to one share of Corning common stock. On February 4, 2026, she was credited with 2,740, 3,340, and 4,759 PSUs under separate performance agreements.

Why were performance share units awarded to the Corning (GLW) executive?

The PSUs were earned after Corning’s Compensation Committee determined that fiscal 2025 performance criteria were satisfied under the 2023, 2024, and 2025 PSU agreements. This converted prior performance-based opportunities into earned, but still restricted, stock-based awards for the executive.

When will the reported Corning (GLW) PSUs vest and convert to common stock?

The earned PSUs 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 continued service-based requirement for the executive.

What tax-related stock withholding occurred in this Corning (GLW) Form 4?

In connection with PSU vesting, 386 common shares were withheld at a price of $109.69 to satisfy tax obligations. These transactions are coded as F and represent share withholding for taxes rather than an open-market sale by the executive.

How many Corning (GLW) shares and PSUs does Michelle Gullo hold after these transactions?

Following the reported transactions, Michelle Gullo directly held 36,000 shares of Corning common stock and 9,356 performance share units. The PSUs, once vested on their respective dates, are structured to convert into an equal number of common shares.

What common stock movements are linked to the PSUs in this Corning (GLW) filing?

On February 4, 2026, PSU exercises generated 98, 119, and 169 common shares coded as M, reflecting conversions at $0 per share. Separately, 386 shares were withheld at $109.69 to cover associated tax requirements.