Form 8-K

8-K — CORNING INC /NY

Accession: 0001206774-26-000273

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0000024741

SIC: 3357 (DRAWING AND INSULATING NONFERROUS WIRE)

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — glw4631061-8k.htm (Primary)

EX-99.1 — PRESS RELEASE DATED MAY 6, 2026 (glw4631061-ex991.htm)

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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

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.

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

EX-99.1 — PRESS RELEASE DATED MAY 6, 2026

EX-99.1

Filename: glw4631061-ex991.htm · Sequence: 2

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.

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

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