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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 3.02 | Unregistered 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 7.01 | Regulation 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 9.01 | Financial 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