Corning sets up $2B at-the-market stock sale

Q: What equity offering did CORNING INC /NY (GLW) announce?

Corning announced an Equity Distribution Agreement with Goldman Sachs & Co. LLC for an “at the market” program to sell common stock with an aggregate offering price of up to $2,000,000,000, with Goldman Sachs acting as sales agent or, at times, as principal.

Q: What will Corning (GLW) use the ATM equity offering proceeds for?

Corning states that it intends to use any net proceeds from the sale of common stock under the Equity Distribution Agreement for general corporate purposes. No further breakdown or specific projects are identified in this disclosure.

Q: What commission will Goldman Sachs receive in Corning’s (GLW) ATM program?

Corning will pay Goldman Sachs a commission equal to 1.0% of the gross proceeds of any common stock sold through Goldman Sachs under the Equity Distribution Agreement, in addition to providing customary representations, warranties, covenants and indemnification rights.

Corning sets up a $2 billion at-the-market stock sale program with Goldman Sachs as sales agent to raise capital for general corporate purposes.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Corning Incorporated (GLW) entered into an Equity Distribution Agreement with Goldman Sachs & Co. LLC to sell shares of its common stock in an “at the market” equity offering program. The program covers shares having an aggregate offering price of up to $2,000,000,000, with Goldman Sachs acting as sales agent or, in some cases, principal under separate terms agreements. Corning will set parameters such as price, timing, and size of sales and intends to sell shares from time to time based on market conditions and capital needs. The company plans to use any net proceeds from the stock sales for general corporate purposes.

Filing Explained

The $2 billion program creates potential future common-stock dilution, but the filing reports no completed share sales.

Corning entered the agreement on September 11, 2026 for an at-the-market program permitting common-stock sales of up to $2,000,000,000; the filing reports an agreed selling capacity, not completed sales. If shares are sold, the total share count would rise and existing holders’ percentage ownership would fall, absent offsetting changes.

The shares are to be sold under the effective Form S-3 shelf registration and the September 11, 2026 prospectus supplement; that registration supports future sales but does not itself mean shares were sold. Corning sets the price, timing, and size parameters and may sell through Goldman Sachs as agent or directly to Goldman Sachs as principal, with a 1.0% commission on gross proceeds from sales through Goldman Sachs.

The filing leaves the eventual number of shares, sale prices, timing, and net proceeds unresolved; those details would be established by future sales and, for principal transactions, any applicable terms agreement.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate offering price: $2,000,000,000 Sales agent commission rate: 1.0% of gross proceeds Registration statement: Form S-3, File No. 333-295316 +2 more

5 metrics

Aggregate offering price $2,000,000,000 Maximum aggregate offering price of common stock under the Equity Distribution Agreement

Sales agent commission rate 1.0% of gross proceeds Commission payable to Goldman Sachs on common stock sold as sales agent

Registration statement Form S-3, File No. 333-295316 Shelf registration statement used for the offer and sale of shares

Prospectus supplement date September 11, 2026 Date of prospectus supplement filed for the Equity Distribution Agreement offering

Common stock par value $0.50 per share Par value of Corning’s common stock to be sold under the program

Key Terms

Equity Distribution Agreement, at the market, shelf registration statement, Form S-3, +1 more

5 terms

Equity Distribution Agreement financial

"entered into an Equity Distribution Agreement with Goldman Sachs & Co. LLC"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

at the market financial

"through an “at the market” equity offering program under which Goldman Sachs"

“At the market” describes a method companies use to sell newly issued shares directly into the open market at whatever the current trading price is, usually through a broker who places shares in small amounts over time. Investors care because it can reduce each existing shareholder’s ownership percentage and increase the number of shares outstanding, while giving the company a flexible, quick way to raise cash — like adding single seats to a train instead of buying a whole new carriage.

shelf registration statement regulatory

"pursuant to the Company’s shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form S-3 regulatory

"shelf registration statement on Form S-3 (File No. 333-295316)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"filed a prospectus supplement with the Commission on September 11, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Offering Details

ATM

Offering

Offering Type ATM

Use of Proceeds The company intends to use any net proceeds from the sale of the common stock for general corporate purposes.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity offering did CORNING INC /NY (GLW) announce?

Corning announced an Equity Distribution Agreement with Goldman Sachs & Co. LLC for an “at the market” program to sell common stock with an aggregate offering price of up to $2,000,000,000, with Goldman Sachs acting as sales agent or, at times, as principal.

How much stock can Corning (GLW) sell under the new ATM program?

Corning may sell shares of its common stock having an aggregate offering price of up to $2,000,000,000 under the Equity Distribution Agreement with Goldman Sachs & Co. LLC, through sales made from time to time in various permitted transaction types.

What will Corning (GLW) use the ATM equity offering proceeds for?

Corning states that it intends to use any net proceeds from the sale of common stock under the Equity Distribution Agreement for general corporate purposes. No further breakdown or specific projects are identified in this disclosure.

What commission will Goldman Sachs receive in Corning’s (GLW) ATM program?

Corning will pay Goldman Sachs a commission equal to 1.0% of the gross proceeds of any common stock sold through Goldman Sachs under the Equity Distribution Agreement, in addition to providing customary representations, warranties, covenants and indemnification rights.

Under what registration is Corning (GLW) selling shares in this program?

Any sales of shares under the Equity Distribution Agreement will be made under Corning’s shelf registration statement on Form S-3 (File No. 333-295316), which became automatically effective on April 24, 2026, and a related prospectus supplement filed on September 11, 2026.

How can shares be sold under Corning’s (GLW) ATM Equity Distribution Agreement?

Goldman Sachs may sell shares by methods permitted by law, including ordinary brokers’ transactions, sales to or through a market maker, on or through exchanges or trading facilities, in the over-the-counter market, in privately negotiated transactions, or a combination of these methods.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 04:26 PM Accepted by SEC EDGAR 09/11/2026 - 04:25 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report: (Date of earliest event reported) September 11, 2026

CORNING INCORPORATED

(Exact name of registrant as specified in its charter)

New York

1-3247

16-0393470

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

One Riverfront Plaza

Corning, New York 14831

(Address of principal executive offices, including zip code)

(607) 974-9000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 par value per share	GLW	New York Stock Exchange
4.125% Notes due 2031	GLW31	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01.

Other Events.

On September 11, 2026, Corning Incorporated (the “Company”) entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Goldman Sachs & Co. LLC (“Goldman Sachs”) to sell shares of the Company’s common stock, par value $0.50 per share (the “Common Stock”), having an aggregate offering price of up to $2,000,000,000, from time to time, through an “at the market” equity offering program under which Goldman Sachs will act as sales agent. The Equity Distribution Agreement also provides for the sale of shares to Goldman Sachs directly as principal, in which case the Company and Goldman Sachs will enter into a separate terms agreement (“Terms Agreement”).

Under the Equity Distribution Agreement, the Company will set the parameters for the sale of shares, including any price, time or size limits or other customary parameters or conditions. The Company intends to sell shares pursuant to the Equity Distribution Agreement from time to time in varying amounts, which may be limited, based upon factors including (among others) market conditions, trading liquidity, the trading price of the Company’s Common Stock and determinations by the Company of its need for, and appropriate sources of, additional capital. The Company intends to use any net proceeds from the sale of the Common Stock for general corporate purposes. Subject to the terms and conditions of the Equity Distribution Agreement, Goldman Sachs may sell the shares by any method permitted by law, including without limitation (i) by means of ordinary brokers’ transactions (whether or not solicited), (ii) to or through a market maker, (iii) directly on or through any national securities exchange or facility thereof, a trading facility of a national securities association, an alternative trading system, or any other market venue, (iv) in the over-the-counter market, (v) in privately negotiated transactions, or (vi) through a combination of any such methods. The Company will pay Goldman Sachs a commission equal to 1.0% of the gross proceeds of any Common Stock sold through Goldman Sachs under the Equity Distribution Agreement, and also has provided Goldman Sachs with customary representations, warranties, covenants and indemnification rights. The Equity Distribution Agreement may be terminated by the Company upon written notice to Goldman Sachs or by Goldman Sachs upon written notice to the Company. In the case of any purchase of shares by Goldman Sachs directly as principal pursuant to a Terms Agreement, such Terms Agreement may be terminated by Goldman Sachs upon notice to the Company under certain circumstances.

Any sales of shares under the Equity Distribution Agreement will be made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-295316) filed with the Securities and Exchange Commission (the “Commission”) on April 24, 2026, which became automatically effective upon filing. The Company filed a prospectus supplement with the Commission on September 11, 2026, in connection with the offer and sale of the shares pursuant to the Equity Distribution Agreement.

The foregoing is only a brief description of the material terms of the Equity Distribution Agreement and is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Melissa J. Gambol, Vice President and Secretary of the Company, has issued an opinion, dated September 11, 2026, regarding the validity of the shares of Common Stock to be issued and sold pursuant to the Equity Distribution Agreement. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

ITEM 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

1.1		Equity Distribution Agreement, dated as of September 11, 2026, by and between Corning Incorporated and Goldman Sachs & Co. LLC.

5.1		Opinion of Melissa J. Gambol, Esq.

23.1		Consent of Melissa J. Gambol, Esq. (included in Exhibit 5.1).

104		Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: September 11, 2026


CORNING INCORPORATED

By:		/s/ Melissa J. Gambol
		Melissa J. Gambol
		Vice President and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents