O'Day Michael Paul 4

What Happened

• Michael Paul O'Day, SVP and GM, Optical Communications at Corning, had performance share units (PSUs) convert/exercise and received new PSU awards on Feb 4, 2026. He was credited with three PSU awards totaling 22,523 PSUs (10,614; 4,772; 7,137) and converted/exercised 717 derivative units into 717 shares (338, 152, 227).
• To satisfy tax withholding obligations, 717 shares were disposed (sold) at $109.69 each, generating proceeds of $78,648. The exercises/conversions showed $0 exercise price; the disposition reflects a sell-to-cover for taxes rather than a voluntary cash sale.

Key Details

• Transaction date: 2026-02-04; Form 4 filed 2026-02-06 (timely filing).
• Disposition: 717 shares sold at $109.69 each for $78,648 (code F = payment of exercise price/tax liability).
• Acquisitions: Grants/awards of 10,614; 4,772; and 7,137 PSUs (code A = award/acquisition).
• Conversions/Exercises: 338, 152, and 227 derivative units converted/exercised (code M).
• PSUs: Each PSU represents a contingent right to one share (F1). PSUs were earned per the Compensation Committee for FY2025 under separate award agreements:
  • 2025 agreement: 10,614 PSUs; restricted until ~Apr 14, 2028 (F2).
  • 2024 agreement: 4,772 PSUs; restricted until ~Apr 15, 2027 (F3).
  • 2023 agreement: 7,137 PSUs; restricted until ~Apr 15, 2026 (F4).
• Vesting to satisfy tax requirements was applied for each agreement as noted (F5–F7).
• Shares owned after the transactions were not specified in this Form 4.

Context

• This filing shows routine equity compensation activity: PSUs earned based on performance (FY2025) and a common "sell-to-cover" where a portion of shares are used to satisfy tax withholding when awards vest/convert. The grants remain restricted and are subject to future vesting/service requirements per the dates above.
• Transaction codes: A = award/grant, M = option/exercise conversion, F = payment for tax/withholding. This was not a discretionary open-market purchase or sale signaling a trading view; it reflects compensation and tax-related actions.