Schlesinger Edward A 4

What Happened

• Edward A. Schlesinger, Executive Vice President and Chief Financial Officer of Corning Inc. (GLW), converted 1,415 performance share units (PSUs) into common shares on 2026-02-09. To satisfy tax withholding, 723 of those shares were withheld/sold at $131.39 per share for a total of $94,995. The Form 4 records the conversion of the PSUs and the tax-withholding disposition.

Key Details

• Transaction date: February 9, 2026; Form 4 filed February 11, 2026 (timely filing).
• Conversions/exercises: 1,415 PSUs converted to common stock (reported as derivative exercise/conversion, code M) at $0.00 exercise price.
• Tax withholding/disposition: 723 shares disposed at $131.39 each, proceeds (withheld) = $94,995 (code F).
• Shares owned after transaction: not disclosed in the information provided on the filing.
• Footnotes: F1–F5 indicate these are performance share units (each represents the right to one share) and note vesting/restriction schedules (PSUs remain restricted until vest/convert dates in April 2026, 2027, 2028, with a multi-year vest schedule for PSUs earned Feb 7, 2024).
• No 10b5-1 plan or other special plan is indicated in the supplied details.

Context

• This was a conversion of awarded PSUs, not an open-market purchase. The sale of 723 shares was to cover tax withholding — a routine administrative step common when awards vest or convert (often called a “sell-to-cover”).
• The PSUs remain subject to the vesting and restriction terms described in the footnotes (i.e., future vesting dates and service-based requirements), so these conversions/sales do not necessarily reflect discretionary trading decisions.