Corning enters into $2 billion at the market equity offering program

Corning Incorporated (GLW) entered into an Equity Distribution Agreement on Thursday with Goldman Sachs & Co. LLC to sell shares of its common stock having an aggregate offering price of up to $2,000,000,000, according to a regulatory filing.

Key takeaways

• Corning filed an Equity Distribution Agreement to sell up to $2,000,000,000 in common stock.
• Goldman Sachs acts as the sales agent for the at the market offering program.
• The company will pay a commission equal to 1.0% of the gross proceeds from sales.
• Net proceeds will be used for general corporate purposes.

Offering structure and sales methods

Under the agreement, Corning will set parameters for the sale of shares, including price, time, or size limits. The company intends to sell shares from time to time in varying amounts based on market conditions, trading liquidity, the trading price of the common stock, and capital needs.

Goldman Sachs may sell the shares by methods permitted by law, including ordinary brokers' transactions, through a market maker, directly on any national securities exchange, in the over-the-counter market, in privately negotiated transactions, or through a combination of such methods. The agreement also provides for the sale of shares to Goldman Sachs directly as principal through a separate terms agreement.

Registration and legal opinions

Any sales of shares under the agreement will be made pursuant to a shelf registration statement on Form S-3 filed with the Securities and Exchange Commission on April 24, 2026. Corning filed a prospectus supplement on September 11, 2026, in connection with the offering.

Melissa J. Gambol, Vice President and Secretary of the company, issued an opinion regarding the validity of the shares of common stock to be issued and sold.

Why it matters

The at the market offering provides Corning with a flexible mechanism to raise capital over time by selling shares directly into the existing market at prevailing prices. The filing notes that the actual amount of capital raised will depend on market conditions and company determinations, leaving the timing and exact proceeds of future sales unannounced.

By the numbers

| Metric | Value | Source | |---|---|---|> | Maximum offering price | $2,000,000,000 | 8-K filing | | Sales agent commission | 1.0% | 8-K filing | | Par value per share | $0.50 | 8-K filing | | Registration statement date | April 24, 2026 | 8-K filing |

Agreement termination and future sales

The agreement may be terminated by Corning upon written notice to Goldman Sachs, or by Goldman Sachs upon written notice to Corning. For any purchase of shares by Goldman Sachs directly as principal under a terms agreement, the terms agreement may be terminated by Goldman Sachs under certain circumstances. Corning has not specified when the first sales under the program will take place.