{"url_path":"/sec/glw/8-k/2026-09-11/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/24741/0001193125-26-389321-index.html","accession_number":"0001193125-26-389321","cik":"0000024741","ticker":"GLW","issuer_name":"CORNING INC /NY","edgar_url":"https://www.sec.gov/Archives/edgar/data/24741/0001193125-26-389321-index.html","primary_entity_key":"0000024741","primary_entity_name":"CORNING INC /NY"},"word_count":651,"has_tables":true,"body_markdown":"ITEM 8.01.\n\nOther Events.\n\nOn 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”).\n\nUnder 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.\n\nAny 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.\n\nThe 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.\n\nMelissa 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.\n\nThis 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."}