Schlesinger Edward A 4

What Happened

• Edward A. Schlesinger, Executive Vice President and CFO of Corning Inc. (GLW), had multiple derivative transactions on Feb 4, 2026: he converted/exercised 1,980 derivative units (623 + 564 + 793) and was granted/awarded 55,848 performance share units (PSUs) (17,576 + 15,910 + 22,362). To satisfy tax withholding obligations, 1,980 shares were withheld/disposed at $109.69 per share, totaling $217,186. The awards are PSUs (contingent rights to receive common stock) rather than open-market purchases.

Key Details

• Transaction date: Feb 4, 2026; Form 4 filed Feb 6, 2026 (timely).
• Exercises/conversions (code M): 623, 564, 793 shares (total 1,980) converted; those same 1,980 shares were disposed to satisfy tax withholding (code F).
• Tax withholding sale: 1,980 shares × $109.69 = $217,186 (reported as disposed under code F).
• Grants/awards (code A): 17,576; 15,910; and 22,362 PSUs awarded on Feb 4, 2026 (total 55,848 PSUs) — these are derivative awards, not immediate common stock.
• Shares owned after transaction: not specified in the provided excerpt of the Form 4.
• Relevant footnotes: F1 = each PSU converts to one share if/when vested; F3–F5 explain these PSUs were earned by the Compensation Committee for fiscal 2025 (per different grant agreements) and remain restricted until their respective vesting/conversion dates; F6–F8 note the vesting here was to satisfy tax requirements.

Context

• These transactions are largely award and exercise-related, not open-market buys or discretionary sales. The 1,980-share disposal was a withholding/cashless-type action to cover taxes (routine for exercised awards) rather than a market-directed sale for investment purposes.
• PSUs awarded are subject to future vesting/service conditions (vest dates vary by grant: April 15, 2026; April 15, 2027; April 14, 2028 as noted), so the awards do not immediately increase freely tradable shares.