CORNING INC /NY — Director's Dealing 2023

Apr 18, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CORNING INC /NY (GLW)
CIK: 0000024741
Period of Report: 2023-04-14

Reporting Person: McRae Lawrence D (Vice Chairman & Corp. Dev. Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-14	Common Stock	M	86043	—	Acquired	232301	Direct
2023-04-14	Common Stock	M	38423	—	Acquired	270724	Direct
2023-04-14	Common Stock	F	60616	$34.78	Disposed	210108	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-14	Performance Share Unit	$	M	86043	Disposed		Common Stock (86043)	Direct
2023-04-14	Restricted Stock Unit	$	M	38423	Disposed		Common Stock (38423)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	785.7943	Indirect
Common Stock	5857.8576	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$		Common Stock (752)	752	Direct
Performance Share Unit	$		Common Stock (17239)	17239	Direct
Performance Share Unit	$		Common Stock (4562)	4562	Direct
Performance Share Unit	$		Common Stock (11910)	11910	Direct
Restricted Stock Unit	$		Common Stock (16851)	16851	Direct
Restricted Stock Unit	$		Common Stock (20412)	20412	Direct
Restricted Stock Unit	$		Common Stock (22318)	22318	Direct
Restricted Stock Unit	$		Common Stock (1213)	1213	Direct

Footnotes

F1: Ownership is represented by units held in a unitized stock fund through the issuer's 401(k) retirement plan as of March 31, 2023.

F2: The reporting person disclaims beneficial ownership of all securities held by spouse.

F3: Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated common stock.

F4: The restricted stock units (RSUs) vest 2/3 after 1 year and 1/3 after 18 months from the grant date.

F5: Each performance share unit represents a contingent right to receive one share of Corning Incorporated common stock.

F6: Earned performance share units (PSUs) remain restricted until April 15, 2024, when they vest and convert to common stock, subject to service-based vesting requirement.

F7: Earned performance share units (PSUs) remain restricted until April 15, 2025, when they vest and convert to common stock, subject to service-based vesting requirement.

F8: Performance share units (PSUs) were earned February 3, 2021 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2020 pursuant to the 2020 agreement. Earned PSUs remain restricted until vesting. The earned units will vest ratably over 3 years from the grant date and convert to common stock, subject to service-based vesting requirement.

F9: The restricted stock units (RSUs) vest 100% on April 15, 2024. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.

F10: The restricted stock units (RSUs) vest 100% on April 15, 2025. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.

F11: The restricted stock units (RSUs) vest 100% on April 15, 2026. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.

F12: The restricted stock units will vest on May 15, 2023. Events such as retirement, death, disability, and others specified in the May 2020 agreement may result in vesting prior to the vesting date.

F13: The performance share units vested 100% on April 14, 2023.

F14: The restricted stock units vested 100% on April 14, 2023.