Nelson Avery H III 4

What Happened

• Nelson Avery H III, Executive Vice President & COO of Corning Inc. (GLW), exercised/converted 2,476 derivative units into common shares (reported at $0 exercise price) and on Feb 9, 2026 disposed a total of 7,155 shares. Dispositions include 893 shares sold/withheld to cover taxes (weighted avg $131.39, $117,331) and 6,262 shares sold in the open market (weighted avg $129.79, $812,722). Combined proceeds from the reported sales are about $930,053. The filing shows both the exercise (acquisition) and simultaneous disposals, indicating a net cashless/settlement-style transaction.

Key Details

• Transaction date: February 9, 2026; Form 4 filed Feb 11, 2026 (timely).
• Exercise/conversion: 2,476 shares acquired at $0.00 (derivative exercise/conversion).
• Sales/dispositions:
  • 893 shares withheld/sold for tax liabilities at weighted avg $131.39 = $117,331 (footnote F1).
  • 6,262 shares sold in open market at weighted avg $129.79 = $812,722 (footnote F1).
  • Total disposed: 7,155 shares ≈ $930,053.
• Shares owned after transaction: not specified in the provided excerpt.
• Notable footnotes: F1 explains the weighted-average sale price and price range for the open-market sales ($129.67–$129.90); F2–F7 describe unit/RSU ownership representation and various RSU vesting schedules (including full vesting dates and staggered vesting from a 2023 grant). F (tax withholding) indicates shares were sold/withheld to cover taxes.
• Filing timeliness: Appears timely (filed within usual Form 4 reporting window).

Context

• This pattern — exercising/settling derivative awards and immediately selling shares, with a portion withheld for taxes — is common for executives converting RSUs/options into stock and covering tax obligations (a cashless or net-settlement-like action). Sales do not necessarily indicate a view on company prospects; they can be routine tax withholding or liquidity events tied to vesting/exercise.