Corning adds up to $2.0 billion in at-the-market equity capacity

Corning Incorporated (NYSE: GLW) entered into a $2.0 billion at-the-market Equity Distribution Agreement with Goldman Sachs & Co. LLC on September 11, 2026, adding flexible equity issuance capacity for the materials science, specialty glass and ceramics company. The agreement permits sales of common stock with an aggregate offering price of up to $2,000,000,000 from time to time, with Goldman Sachs acting as sales agent.

How the ATM works

Corning will pay Goldman Sachs a 1.0% commission on the gross proceeds of shares sold through the firm and intends to use any net proceeds for general corporate purposes. Goldman Sachs may also buy shares directly as principal under a separate Terms Agreement. For GLW readers, the disclosed amount is issuance capacity; it does not establish how much capital Corning will ultimately raise.

Corning sets the parameters for sales, including any price, time or size limits and other customary conditions. It intends to sell shares from time to time in varying amounts, which may be limited. Those decisions depend on factors including market conditions, trading liquidity, the stock's trading price and Corning's assessment of its need for additional capital and appropriate sources of funding.

As sales agent, Goldman Sachs may sell shares through legally permitted methods, including ordinary brokerage transactions, market makers, exchanges and other trading venues, over-the-counter markets or privately negotiated transactions. A direct purchase by Goldman Sachs as principal requires a separate Terms Agreement between the two companies.

Where proceeds may go

Corning's stated intended use of any net proceeds is general corporate purposes. The disclosure does not allocate proceeds to a particular project or transaction.

What remains open

The agreement establishes a route to sell shares over time. It does not establish that shares have already been sold, identify a first tranche or commit Corning to using the full $2.0 billion capacity. The amount and timing of any sales remain subject to the company's decisions and the agreement's terms.

Either Corning or Goldman Sachs may terminate the Equity Distribution Agreement by giving the other written notice. Goldman Sachs may also terminate a Terms Agreement for a principal purchase upon notice under certain circumstances.

Filing path

Corning disclosed the Equity Distribution Agreement in Form 8-K AccNo 0001193125-26-389321 under Items 8.01 and 9.01, filed September 11, 2026, with Exhibit 1.1 (Equity Distribution Agreement) and Exhibit 5.1 (opinion of Melissa J. Gambol).

Any sales will be made under Corning's shelf registration statement on Form S-3, File No. 333-295316, filed April 24, 2026, and automatically effective upon filing. Corning filed a prospectus supplement on September 11, 2026, in connection with the offering.

The September 11 Form 8-K reports the agreement under Item 8.01 and lists the exhibits under Item 9.01. Exhibit 1.1 contains the Equity Distribution Agreement. Exhibit 5.1 contains the opinion of Melissa J. Gambol, Vice President and Secretary, dated September 11, regarding the validity of the shares; her consent is included as Exhibit 23.1. The filing states that the 8-K itself is not an offer to sell or a solicitation to buy the securities.