Corning Incorporated

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.