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NVIDIA invests $500M in Corning (NYSE: GLW) for AI-focused warrant deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Corning Incorporated entered a long-term partnership with NVIDIA and raised $500 million by issuing warrants to NVIDIA. Corning sold a Traditional Warrant to purchase up to 15 million common shares at $180.00 per share and a Pre-Funded Warrant for up to 3 million shares at $0.0001 per share.

The warrants are exercisable any time from issuance, with both generally expiring on the third anniversary, subject to earlier termination upon certain partnership or corporate events. Corning and NVIDIA plan a multiyear collaboration under which Corning will expand U.S. optical connectivity manufacturing capacity 10x, build three new plants in North Carolina and Texas, and create more than 3,000 high-paying jobs to support AI infrastructure demand.

Positive

  • $500 million strategic investment from NVIDIA via warrants provides significant non-bank capital directly linked to a long-term AI infrastructure partnership.
  • Major U.S. manufacturing expansion with a planned 10x increase in optical connectivity capacity, >50% more U.S. fiber capacity, three new plants, and 3,000+ high-paying jobs positions Corning strongly in AI-related demand.

Negative

  • None.

Insights

Corning secures $500M from NVIDIA via warrants tied to a major AI manufacturing expansion.

Corning issued a Traditional Warrant for up to 15 million shares at $180.00 per share and a Pre-Funded Warrant for up to 3 million shares at $0.0001 per share, for aggregate proceeds of $500 million. This is a private placement relying on Section 4(a)(2) exemptions.

The structure brings immediate cash-in while deferring potential share issuance until exercise, with anti-dilution adjustments and expirations around three years from issuance, subject to earlier termination on certain events. Any dilution will depend on NVIDIA’s exercise decisions and future share price relative to the $180.00 strike.

The accompanying partnership has Corning committing to a 10x increase in U.S. optical connectivity capacity, more than 50% expansion in U.S. fiber capacity, three new plants, and over 3,000 jobs. This links NVIDIA’s capital directly to Corning’s AI-focused manufacturing buildout, potentially deepening customer ties and positioning Corning in AI infrastructure supply chains.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Aggregate warrant purchase price $500 million Paid by NVIDIA for Corning warrants
Traditional Warrant shares 15 million shares Maximum Corning common shares purchasable under Traditional Warrant
Traditional Warrant exercise price $180.00 per share Exercise price for Corning common stock
Pre-Funded Warrant shares 3 million shares Maximum Corning common shares purchasable under Pre-Funded Warrant
Pre-Funded Warrant exercise price $0.0001 per share Exercise price for Pre-Funded Warrant
Optical connectivity capacity increase 10x Planned increase in U.S. optical connectivity manufacturing capacity
U.S. fiber capacity expansion More than 50% Planned increase in U.S. fiber production capacity
New high-paying jobs More than 3,000 Jobs expected from new U.S. manufacturing facilities
Traditional Warrant financial
"a warrant (the “Traditional Warrant”) to purchase up to 15 million shares"
Pre-Funded Warrant financial
"a pre-funded warrant (the “Pre-Funded Warrant” ... the “Warrants”)"
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
anti-dilution adjustments financial
"subject to customary structural anti-dilution adjustments"
Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.
Section 4(a)(2) of the Securities Act regulatory
"in reliance on exemptions from registration provided for under Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
AI infrastructure technical
"manufacturing for AI infrastructure. Corning will expand U.S. optical connectivity capacity 10x"
AI infrastructure consists of the hardware, software, and systems needed to develop, run, and support artificial intelligence applications. Think of it as the foundation and tools that enable AI to process large amounts of data quickly and accurately, similar to how a strong foundation supports a building. For investors, AI infrastructure is important because it underpins advancements in technology that can drive new business opportunities and competitive advantages.
hyperscale data centers technical
"supply the optical connectivity hyperscale data centers use to deploy NVIDIA-accelerated computing"
Hyperscale data centers are enormous facilities that house thousands of computer servers to store and process vast amounts of digital information. They operate at a massive scale to support cloud computing, streaming services, and online platforms, making them crucial for handling the growing digital demands of businesses and consumers. For investors, these centers represent key infrastructure that enables digital innovation and often drive significant technological growth.
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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) May 6, 2026

 

CORNING INCORPORATED

(Exact name of registrant as specified in its charter)

 

New York
‎(State or other jurisdiction ‎of incorporation)
1-3247
‎(Commission ‎File Number)
16-0393470
‎(I.R.S. Employer ‎Identification No.)

 

One Riverfront Plaza, Corning, New York
‎(Address of principal executive offices)
  14831
‎(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
3.875% Notes due 2026   GLW26   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 3.02Unregistered Sales of Equity Securities.

 

On May 6, 2026, in connection with the long-term partnership with NVIDIA Corporation (“NVIDIA”) described in Item 7.01 below, Corning Incorporated (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with NVIDIA pursuant to which the Company issued and sold to NVIDIA (i) a warrant (the “Traditional Warrant”) to purchase up to 15 million shares of common stock of the Company, par value $0.50 per share (the “Common Stock”), at an exercise price of $180.00 per share, and (ii) a pre-funded warrant (the “Pre-Funded Warrant” and, together with the Traditional Warrant, the “Warrants”) to purchase up to 3 million shares of Common Stock at an exercise price of $0.0001 per share, for an aggregate purchase price of $500 million.

 

The Warrants are exercisable at any time on or after the issuance date. The Traditional Warrant will expire on the earliest to occur of (a) the third anniversary of the issuance date, (b) the termination of the definitive agreement governing the long-term partnership, subject to certain exceptions, and (c) the consummation of a fundamental transaction by the Company. The Pre-Funded Warrant will expire on the earlier to occur of (x) the third anniversary of the issuance date and (y) the consummation of a fundamental transaction by the Company.

 

The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants will be subject to customary structural anti-dilution adjustments. Pursuant to the Pre-Funded Warrant, NVIDIA will be entitled to participate on an as-exercised basis in distributions to holders of the Common Stock.

 

The offer and sale of the Warrants, and the shares of Common Stock issuable upon exercise thereof, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an applicable exemption therefrom. The Company issued the Warrants in reliance on exemptions from registration provided for under Section 4(a)(2) of the Securities Act, and the shares of Common Stock issuable upon exercise of the Warrants will be issued pursuant to an exemption from registration provided for under the Securities Act.

 

Item 7.01Regulation FD Disclosure. 

 

On May 6, 2026, the Company and NVIDIA issued a joint press release announcing a long-term partnership to strengthen U.S. manufacturing for AI infrastructure. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. 

  

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and shall not be deemed to be incorporated by reference into any document filed under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 

 

Item 9.01Financial Statements and Exhibits.
     
(d) Exhibits
     
  99.1 Press Release dated May 6, 2026
  104 Cover Page Interactive File (the cover page tags are 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 hereunto duly authorized.

 

  CORNING INCORPORATED
     
  By: /s/ Melissa J. Gambol
  Name:  Melissa J. Gambol
  Title: Vice President and Corporate Secretary
     
Date: May 6, 2026    

  

 

Exhibit 99.1

 

 

News Release

 

FOR RELEASE — May 6, 2026

 

NVIDIA and Corning Announce Long-Term Partnership To Strengthen
U.S. Manufacturing for AI Infrastructure

 

Corning will expand U.S. optical connectivity capacity 10x, build three new
manufacturing plants, and create more than 3,000 high-paying American jobs

 

SANTA CLARA, Calif. and CORNING, N.Y. — NVIDIA (NASDAQ: NVDA) and Corning Incorporated (NYSE: GLW) today announced a multiyear commercial and technology partnership to dramatically expand U.S.-based manufacturing of the advanced optical connectivity solutions needed to power next-generation AI infrastructure.

 

Corning will increase its U.S.-based optical connectivity manufacturing capacity by 10x and expand its U.S. fiber production capacity by more than 50% to meet the accelerating demand driven by AI factory buildouts. The expansion includes the construction of three new advanced manufacturing facilities in North Carolina and Texas and the creation of more than 3,000 new, high-paying American jobs.

 

Corning’s expanded capacity will supply the optical connectivity hyperscale data centers use to deploy NVIDIA-accelerated computing at scale. Modern AI workloads require thousands of NVIDIA GPUs – requiring unprecedented volumes of high-performance optical fiber, connectivity, and photonics to move data at extraordinary speed and scale. As AI factories grow larger and more numerous, optical connectivity becomes an important component of the AI infrastructure.

 

Corning, the inventor of low-loss optical fiber and the world’s leading innovator in glass science and optical physics, is well-positioned to meet this demand at scale.

 

Jensen Huang, founder and CEO of NVIDIA, said, “AI is driving the largest infrastructure buildout of our time – and a once-in-a-generation opportunity to reinvigorate American manufacturing and supply chains. Together with Corning, we are inventing the future of computing with advanced optical technologies – building the foundation for AI infrastructure where intelligence moves at the speed of light while advancing the proud tradition of Made in America.”

 

Wendell P. Weeks, chairman, CEO, and president of Corning, said, “What NVIDIA is doing is nothing short of extraordinary, not just for the future of artificial intelligence, but for the American advanced manufacturing workforce. Their commitment is directly fueling the expansion of our U.S. manufacturing footprint and creating more than 3,000 new high-paying jobs for American workers. This partnership is proof that AI is not just a technology story. It is a manufacturing story, and it is happening here in the United States. Together with NVIDIA, we are ensuring the critical technologies powering AI are invented, engineered, and built in America.”

 

 

 

 

About NVIDIA

 

NVIDIA (NASDAQ: NVDA) is the world leader in AI and accelerated computing.

 

NVIDIA Forward-Looking Statements

 

Certain statements in this press release including, but not limited to, statements as to: the benefits, impact, performance, and availability of NVIDIA’s products, services, and technologies; expectations with respect to NVIDIA’s third party arrangements, including with its collaborators and partners; expectations with respect to technology developments; expectations with respect to AI and related industries; AI driving the largest infrastructure buildout—and a once-in-a-generation opportunity to reinvigorate American manufacturing and supply chains; together with Corning, NVIDIA inventing the future of computing with advanced optical technologies—building the foundation for AI infrastructure where intelligence moves at the speed of light while advancing the proud tradition of Made in America; and other statements that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections based on management’s beliefs and assumptions and on information currently available to management and are subject to risks and uncertainties that could cause results to be materially different than expectations. Important factors that could cause actual results to differ materially include: global economic and political conditions; NVIDIA’s reliance on third parties to manufacture, assemble, package and test NVIDIA’s products; the impact of technological development and competition; development of new products and technologies or enhancements to NVIDIA’s existing product and technologies; market acceptance of NVIDIA’s products or NVIDIA’s partners’ products; design, manufacturing or software defects; changes in consumer preferences or demands; changes in industry standards and interfaces; unexpected loss of performance of NVIDIA’s products or technologies when integrated into systems; NVIDIA’s ability to realize the potential benefits of business investments or acquisitions; and changes in applicable laws and regulations, as well as other factors detailed from time to time in the most recent reports NVIDIA files with the Securities and Exchange Commission, or SEC, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q. Copies of reports filed with the SEC are posted on the company’s website and are available from NVIDIA without charge. These forward-looking statements are not guarantees of future performance and speak only as of the date hereof, and, except as required by law, NVIDIA disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.

 

© 2026 NVIDIA Corporation. All rights reserved. NVIDIA and the NVIDIA logo are trademarks and/or registered trademarks of NVIDIA Corporation in the U.S. and/or other countries. Other company and product names may be trademarks of the respective companies with which they are associated. Features, pricing, availability and specifications are subject to change without notice.

 

 

 

 

About Corning Incorporated

 

Corning (www.corning.com) is one of the world’s leading innovators in materials science, with a 175-year track record of life-changing inventions. Corning applies its unparalleled expertise in glass science, ceramic science, and optical physics, along with its deep manufacturing and engineering capabilities to develop category-defining products that transform industries and enhance people’s lives. Corning succeeds through sustained investment in RD&E, a unique combination of material and process innovation, and deep, trust-based relationships with customers who are global leaders in their industries. Corning’s capabilities are versatile and synergistic, which allows the company to evolve to meet changing market needs, while also helping its customers capture new opportunities in dynamic industries. Today, Corning’s markets include optical communications, mobile consumer electronics, display, automotive, solar, semiconductors, and life sciences.

 

Corning Forward-Looking Statements

 

The statements contained in this release and related comments by management that are not historical facts or information and contain words such as “will,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “seek,” “see,” “would,” “target,” “estimate,” “forecast” or similar expressions are forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and include estimates and assumptions related to economic, competitive and legislative developments. Such statements relate to future events that by their nature address matters that are, to different degrees, uncertain. These forward-looking statements relate to, among other things, the Company’s Springboard plan, projected financial and operating performance, anticipated sales opportunities, long-term growth strategy, expected capital deployment, innovation and commercialization plans, and anticipated impacts of customer agreements. These forward-looking statements also relate to the expected benefits, scope, and timing of the Company’s strategic partnership with NVIDIA, including planned expansions of U.S.-based optical connectivity and fiber manufacturing capacity, the construction and operation of new manufacturing facilities, anticipated job creation, and projected customer demand driven by AI infrastructure deployments.

 

Although the company believes that these forward-looking statements are based upon reasonable assumptions regarding, among other things, current estimates and forecasts, general economic conditions, its knowledge of its business and key performance indicators that impact the company, there can be no assurance that these forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws.

 

 

 

 

Some of the risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements include, but are not limited to: global economic trends, competition and geopolitical risks, or an escalation of sanctions, tariffs or other trade tensions between the U.S. and other countries, and related impacts on our businesses’ global supply chains and strategies; changes in macroeconomic and market conditions and market volatility, including developments and volatility arising from health crisis events, inflation, interest rates, the value of securities and other financial assets, precious metals, oil, natural gas, raw materials and other commodity prices and exchange rates (particularly between the U.S. dollar and the Japanese yen, South Korean won, Chinese yuan, New Taiwan dollar, Mexican peso and euro), decreases or sudden increases of consumer demand, and the impact of such changes and volatility on our financial position and businesses; the availability of or adverse changes relating to government grants, tax credits or other government incentives; the duration and severity of health crisis events, such as an epidemic or pandemic, and its impact across our businesses on demand, personnel, operations, our global supply chains and stock price; possible disruption in commercial activities or our supply chain due to terrorist activity, cyber-attack, armed conflict, political or financial instability, natural disasters, international trade disputes or major health concerns; loss of intellectual property due to theft, cyber-attack, or disruption to our information technology infrastructure; ability to enforce patents and protect intellectual property and trade secrets; disruption to Corning’s, our suppliers’ and manufacturers’ supply chain, equipment, facilities, IT systems or operations; product demand and industry capacity; competitive products and pricing; availability and costs of critical components, materials, equipment, natural resources and utilities; new product development and commercialization; our solar business development, including manufacturing facility construction, ramp, and operations, and the achievement of solar revenue and profitability targets; order activity and demand from major customers; the amount and timing of our cash flows and earnings and other conditions, which may affect our ability to pay our quarterly dividend at the planned level or to repurchase shares at planned levels; the amount and timing of any future dividends; the effects of acquisitions, dispositions and other similar transactions; the effect of regulatory and legal developments; ability to pace capital spending to anticipated levels of customer demand; our ability to increase margins through implementation of operational changes, pricing actions and cost reduction measures; rate of technology change; adverse litigation; product and component performance issues; retention of key personnel; customer ability to maintain profitable operations and obtain financing to fund ongoing operations and manufacturing expansions and pay receivables when due; loss of significant customers; changes in tax laws, regulations and international tax standards; the impacts of audits by taxing authorities; the potential impact of legislation, government regulations, and other government action and investigations; and other risks detailed in Corning’s SEC filings.

 

For a complete listing of risks and other factors, please reference the risk factors and forward-looking statements described in our annual reports on Form 10-K and quarterly reports on Form 10-Q.

 

 

 

 

For further information, contact: 

 

Mylene Mangalindan
Corporate Communications
NVIDIA Corporation
press@nvidia.com

 

Toshiya Hari 

Investor Relations 

NVIDIA Corporation 

toshiyah@nvidia.com

 

Gabrielle Bailey

Corporate Communications

Corning Incorporated

baileygr@corning.com

 

Christopher Keenan

Investor Relations

Corning Incorporated

keenanct@corning.com

 

 

FAQ

What did Corning (GLW) agree with NVIDIA in this partnership?

Corning and NVIDIA entered a multiyear commercial and technology partnership focused on AI infrastructure. Corning will massively expand U.S. optical connectivity and fiber manufacturing, while NVIDIA purchased warrants providing $500 million in capital to support this long-term collaboration.

How much capital does Corning (GLW) receive from the NVIDIA warrant deal?

Corning receives an aggregate purchase price of $500 million from NVIDIA for the warrants. This funding is tied to a broader strategic partnership aimed at scaling U.S. manufacturing of advanced optical connectivity for AI data centers and related AI infrastructure demand.

What are the key terms of the warrants NVIDIA bought from Corning (GLW)?

NVIDIA acquired a Traditional Warrant to buy up to 15 million Corning common shares at $180.00 each and a Pre-Funded Warrant for up to 3 million shares at $0.0001 per share. Both are exercisable immediately and generally expire three years from issuance, subject to certain earlier events.

How will the Corning–NVIDIA partnership affect U.S. manufacturing capacity?

Corning plans to increase U.S. optical connectivity manufacturing capacity by 10x and expand U.S. fiber production by more than 50%. The plan includes three new advanced manufacturing facilities in North Carolina and Texas to support hyperscale AI data center buildouts.

How many new jobs does Corning (GLW) expect to create through this NVIDIA partnership?

Corning expects to create more than 3,000 new high-paying American jobs. These jobs will support three new manufacturing plants and expanded production of optical connectivity and fiber solutions needed for NVIDIA-accelerated AI infrastructure deployments across hyperscale data centers.

Are the Corning warrants issued to NVIDIA registered under U.S. securities laws?

No. The warrants and underlying Corning common shares have not been registered under the Securities Act. They were issued in reliance on Section 4(a)(2) exemptions, meaning they cannot be offered or sold in the U.S. without registration or a valid exemption.

Filing Exhibits & Attachments

5 documents