Corning Incorporated has entered into an Equity Distribution Agreement with Goldman Sachs & Co. LLC to facilitate the sale of its common stock. The agreement, dated September 11, 2026, allows the company to sell shares with an aggregate offering price of up to $2,000,000,000. The sales will be conducted through an "at the market" equity offering program, with Goldman Sachs acting as the sales agent.
Under the terms of the agreement, Corning will determine the parameters for the sale of shares, including price, time, size limits, and other conditions. The company intends to sell shares from time to time in varying amounts, which may be limited based on factors such as market conditions, trading liquidity, the trading price of the common stock, and the company's need for capital. The net proceeds from these sales are intended to be used for general corporate purposes.
Goldman Sachs may sell the shares through various methods permitted by law, including ordinary brokers' transactions, market makers, sales on national securities exchanges, over-the-counter markets, privately negotiated transactions, or a combination of these methods. The company will pay Goldman Sachs a commission equal to 1.0% of the gross proceeds from any shares sold through the agent. The agreement may be terminated by either party upon written notice.
The sales will be made pursuant to a shelf registration statement on Form S-3 (File No. 333-295316) filed with the Securities and Exchange Commission on April 24, 2026, which became automatically effective upon filing. A prospectus supplement was filed with the SEC on September 11, 2026, in connection with the offer and sale of the shares.
