CORNING INC /NY — Director's Dealing 2024

Feb 12, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CORNING INC /NY (GLW)
CIK: 0000024741
Period of Report: 2024-02-08

Reporting Person: WEEKS WENDELL P (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-08	Common Stock	M	7194	—	Acquired	854668	Direct
2024-02-08	Common Stock	M	11465	—	Acquired	866133	Direct
2024-02-08	Common Stock	F	6728	$31.73	Disposed	859405	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-08	Restricted Stock Unit	$	M	7194	Disposed		Common Stock (7194)	Direct
2024-02-08	Performance Share Unit	$	M	11465	Disposed		Common Stock (11465)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9200	Indirect
Common Stock	6806.3147	Indirect
Common Stock	11219.0848	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Share Unit	$		Common Stock (109576)	109576	Direct
Performance Share Unit	$		Common Stock (47567)	47567	Direct
Performance Share Unit	$		Common Stock (26393)	26393	Direct
Restricted Stock Unit	$		Common Stock (76375)	76375	Direct
Restricted Stock Unit	$		Common Stock (100463)	100463	Direct
Restricted Stock Unit	$		Common Stock (104474)	104474	Direct

Footnotes

F1: The reporting person disclaims beneficial ownership of all securities held by spouse.

F2: Ownership is represented by units held in a unitized stock fund through the issuer's 401(k) retirement plan as of January 31, 2024.

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

F4: Performance share units (PSUs) were earned February 7, 2024 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2023 pursuant to the 2021 agreement. Earned PSUs remain restricted until April 15, 2024, when they vest and convert to common stock, subject to service-based vesting requirement.

F5: Performance share units (PSUs) were earned February 7, 2024 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2023 pursuant to the 2022 agreement. Earned PSUs remain restricted until April 15, 2025, when they vest and convert to common stock, subject to service-based vesting requirement.

F6: Performance share units (PSUs) were earned February 7, 2024 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2023 pursuant to the 2023 agreement. Earned PSUs remain restricted until April 15, 2026, when they vest and convert to common stock, subject to service-based vesting requirement.

F7: Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated common stock.

F8: 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.

F9: 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.

F10: 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.

F11: The restricted stock units (RSUs) granted on February 8, 2023 will vest 2/3 after 1 year and 1/3 after 18 months from the grant date.

F12: The performance share units (PSUs) earned February 7, 2024 will vest 1/3 after 1 year from the February 8, 2023 grant date and 1/6 every 6 months thereafter until fully vested on the third anniversary of the grant date.