Corning (GLW) Form 4: CFO +1,415 Shares, Sold 723 at $65.77

Corning Executive Vice President and CFO Edward A. Schlesinger exercised 1,415 performance share units into common stock on August 8, 2025 at an exercise price of $0.0000 per share.

Rhea-AI Filing Summary

Corning Executive Vice President and CFO Edward A. Schlesinger exercised 1,415 performance share units into common stock on August 8, 2025 at an exercise price of $0.0000 per share. On the same date, 723 shares of common stock were withheld to satisfy tax liabilities at $65.7700 per share. Following these transactions, he holds 79,008 shares of Corning common stock and 43,756 performance share units, which represent contingent rights to receive stock subject to service-based vesting.

Insights

Corporate Governance Expert

TL;DR: CFO reported routine compensation vesting and a small sale, resulting in a net increase of 692 shares and continued PSU-based deferred equity.

The report shows a 1,415-share acquisition (code M) and a 723-share sale at $65.77, which mathematically results in a net increase of 692 shares for the reporting period. The executive retains substantial PSU awards—22,412 and 19,929 units—with stated restrictions and staggered vesting through 2026 and 2027. From a governance perspective, these entries are consistent with routine equity compensation and scheduled vesting, and they reaffirm an ongoing equity incentive alignment between management and shareholders.

Securities Analyst

TL;DR: Reported trades reflect compensation-related vesting events and a small open-market disposition; immediate market impact is likely limited.

Details in the form indicate both direct stock movement and derivative holdings converting to common shares. The combination of a $0 acquisition line and PSU conversions suggests issuance/vesting activity rather than an open-market purchase. The reported sale of 723 shares at $65.77 is explicit and reduces holdings from the post-acquisition count to 79,008 shares. Given the presence of large PSU balances with later vesting dates, these items are material to the officer's ownership profile but represent planned compensation mechanics rather than an unscheduled change in strategy.

Insider Trade Summary

1,415 shares exercised/converted

Exercise 5 txns

Insider Schlesinger Edward A

Role Exec. Vice President and CFO

Type	Security	Shares	Price	Value
Exercise	Performance Share Unit	1,415	$0.00	$0.00
Exercise	Common Stock	1,415	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	723	$65.77	$48K
holding	Performance Share Unit	--	--	--
holding	Performance Share Unit	--	--	--

Holdings After Transaction: Performance Share Unit — 43,756 contracts for 42,341 underlying shares (Direct); Common Stock — 79,008 shares (Direct)

Footnotes (4)

1. F1. Each performance share unit represents a contingent right to receive one share of Corning Incorporated common stock.
2. F2. Earned PSUs remain restricted until April 15, 2026, when they vest and convert to common stock, subject to service-based vesting requirement.
3. F3. Earned PSUs remain restricted until April 15, 2027, when they vest and convert to common stock, subject to service-based vesting requirement.
4. F4. 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.

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Accepted by SEC EDGAR 08/12/2025 - 04:06 PM Learn about SEC filing 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

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 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)
08/08/2025

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	08/08/2025		M		1,415	A	$0	79,731	D
Common Stock	08/08/2025		F		723	D	$65.77	79,008	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	22,412		22,412	D
Performance Share Unit	(1)							(3)	(3)	Common Stock	19,929		19,929	D
Performance Share Unit	(1)	08/08/2025		M			1,415	(4)	(4)	Common Stock	1,415	$0	1,415	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, 2026, when they vest and convert to common stock, subject to service-based vesting requirement.

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

4. 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.

	Melissa J. Gambol, Power of Attorney	08/12/2025
	** 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.
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