S-3ASR 1 glw4625011-s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on April 24, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________________

CORNING INCORPORATED

(Exact name of registrant as specified in its charter)

____________________

New York

16-0393470

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

One Riverfront Plaza

Corning, New York 14831

(607) 974-9000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Melissa J. Gambol

Vice President and Corporate Secretary

Corning Incorporated

One Riverfront Plaza

Corning, New York 14831

(607) 974-9000

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Julia A. Thompson, Esq.

R. Charles Cassidy III, Esq.

Latham & Watkins LLP

555 11th Street, NW Washington, DC 20004

(202) 637-2200

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

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 7(a)(2)(B) of the Securities Act. ¨

	·	debt securities;
	·	warrants to purchase our debt or equity securities;
	·	shares of our preferred stock;
	·	depositary shares representing fractional shares of our preferred stock; and
	·	shares of our common stock.

ABOUT THIS PROSPECTUS	1
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE	2
FORWARD-LOOKING STATEMENTS	3
RISK FACTORS	5
THE COMPANY	6
USE OF PROCEEDS	7
GENERAL DESCRIPTION OF SECURITIES WE MAY ISSUE	8
DESCRIPTION OF DEBT SECURITIES	9
DESCRIPTION OF WARRANTS	24
DESCRIPTION OF PREFERRED STOCK	28
DESCRIPTION OF DEPOSITARY SHARES	31
DESCRIPTION OF COMMON STOCK	34
PLAN OF DISTRIBUTION	35
VALIDITY OF SECURITIES	36
EXPERTS	36

	·	our Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 12, 2026, which incorporates by reference certain portions of our Definitive Proxy Statement on Schedule 14A filed on March 20, 2026 (“Annual Report on Form 10-K”); and

	·	the description of our common stock included in Exhibit 4.5 to our Form 10-K filed with the SEC on February 12, 2021 and any amendments or reports filed with the SEC for the purpose of updating the description.

	·	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;
	·	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; and
	·	the potential impact of legislation, government regulations, and other government action and investigations.

	·	debt securities;

	·	warrants for the purchase of our debt or equity securities;

	·	shares of our preferred stock;

	·	depositary shares representing fractional shares of our preferred stock; and

	·	shares of our common stock.

	·	First, the trustee can enforce the rights of the holders of the debt against us if we default. There are limitations on the extent to which the trustee acts on the holder’s behalf, which we describe later under “-Default, Remedies and Waiver of Default”.

	·	Second, the trustee performs administrative duties for us, which include sending interest payments and notices to registered holders of the debt securities.

	·	the title of the series of debt securities;

	·	any limit on the aggregate principal amount of the debt securities in the series that we may issue;

	·	the dates on which we must make principal payments on the series;

	·	the interest rate, any original issue discount, the interest payment dates, and record dates for interest payments;

	·	the terms and conditions on which we may, at our option, call all or a portion of the series to be redeemed;

	·	the terms and conditions of any sinking fund, or any option you may have as the holder to require us to repurchase any debt securities of the series, and the prices at which such repurchases will be made;

	·	any index or formula or other reference for determining the amount of principal, any premium or interest payable on the debt securities;

	·	the currency in which we will pay the principal, any premium and interest on the debt securities of the series, and the method, if different than that described in this prospectus, for determining any U.S. dollar equivalent of the currency for any purpose;

	·	any additions, deletions or other changes to our covenants to you with respect to the series;

	·	any additions, deletions or other changes to events which are Events of Default and the terms on which our obligations to pay principal, premium, if any, and interest to you are accelerated, and other remedies applicable to the series;

	·	any features of the series which require us to issue any other debt or equity security or other property upon conversion of any portion of the principal, any premium or interest on the series, and whether such right is at your option or ours;

	·	the applicability of any provisions for the defeasance of any debt securities of the series described under “Defeasance and Covenant Defeasance” below; and

	·	any other special terms of the series of debt securities to be issued which are not inconsistent with the terms of the indenture.

	·	Where we merge into or consolidate with another entity or sell our assets substantially as an entirety, the successor firm must be a corporation, partnership or trust organized and validly existing under the laws of the United States, any state thereof or the District of Columbia, and must expressly assume, by a supplemental indenture, our obligations to pay principal of and any premium and interest on all debt securities and to perform every covenant of the indenture.

	·	The merger, sale of assets or other transaction must not cause a default on the debt securities, and we must not be in default, unless the merger or other transaction would cure the default. For purposes of this no-default test, a default would include an event of default that has occurred and has not been cured, as described below under “-Default, Remedies and Waiver of Default-Events of Default”. A default for this purpose would also include any event that would be an event of default if we were to receive a notice of default or the default were not cured within the specified period of time.

	·	It is possible that the merger, sale of assets or other transaction would cause some of our property to become subject to a mortgage or other legal rights in that property with preference over other lenders or over our general creditors if we fail to pay them back. We have promised to limit these preferential rights on our property, called “liens.” This limitation is discussed below under “-Restrictive Covenants and Defeasance-Restrictions on Liens”. If a merger or other transaction would create any liens on our property, we must comply with that restrictive covenant. If the liens were not permitted under the indenture, we would grant an equivalent or higher-ranking lien on the same property to you and the other direct holders of the debt securities.

	·	We have delivered to the trustee an officers' certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the indenture and that all conditions precedent in the indenture provided for relating to such transaction have been complied with.

	·	“attributable debt” means the total net amount of rent, discounted at a rate of 15% per annum compounded semi-annually, that is required to be paid during the remaining term of any lease.
	·	“consolidated net tangible assets” is the total amount of assets, less reserves and other permitted deductible items, after subtracting all current liabilities and all goodwill, trade names, trademarks, patents, unamortized debt discounts and expenses and other like intangible assets, as these amounts appear on our most recent consolidated balance sheet and computed in accordance with generally accepted accounting principles.
	·	“domestic subsidiary” means any direct or indirect subsidiary except one which neither transacts a substantial portion of its business in the United States nor regularly keeps a substantial portion of its fixed assets in the United States, nor one that is used primarily to finance the operations of Corning outside of the United States.
	·	“funded debt” means all debt for borrowed money that has a maturity of 12 months or more from the date on which the calculation of funded debt is made or has a maturity of less than 12 months from that date but is by its terms renewable or extendible beyond 12 months from that date at the option of the borrower.
	·	“principal domestic manufacturing property” is any building, structure or other facility, and the land on which it sits and its associated fixtures, that we use primarily for manufacturing or warehousing, that has a gross book value in excess of 3% of our consolidated net tangible assets and that is located in the United States, other than a building, structure or other facility that is financed by industrial revenue bonds or that our board of directors has determined is not of material importance to the total business that we and our subsidiaries conduct.
	·	“subsidiary” means a manufacturing corporation in which we and/or one or more of our other subsidiaries owns more than 80% of the outstanding voting stock.

	·	we will punctually pay principal, premium, if any, and interest on each series of debt securities we issue under the indenture;

	·	we will maintain designated offices to make payments on your debt security;

	·	we will maintain our corporate existence, rights and franchises except any rights or franchise we decide are no longer needed for our business and that of our subsidiaries taken as a whole;

	·	we will maintain our principal domestic manufacturing properties in good working order, unless we determine it is desirable in the conduct of our and our subsidiaries’ business to sell or otherwise dispose of such property or their operations; and

	·	unless we are contesting them in good faith, we will timely pay our and our subsidiaries’ taxes and other governmental charges, as well as any claims of workers, materialmen or suppliers that could become a lien on our property under law.

	·	liens on the property of any domestic subsidiaries, or on their shares of stock or debt, if those liens existed at the time the corporation became a domestic subsidiary of Corning or as of the date that debt securities are first issued under the indenture;

	·	liens in favor of us or our domestic subsidiaries;

	·	mechanic’s liens, tax liens, liens in favor of, and to secure payments or the acquisition of property from, any governmental body by law or because of a contract we have entered into, and other liens incidental to construction, conduct of business or ownership of our property or of any domestic subsidiary, which do not materially impact the use of the property;

	·	liens on property that existed at the time we acquired the property, including property we may acquire through a merger or similar transaction, or that we granted in order to purchase, alter or construct the property, sometimes called “purchase money mortgages”; and

	·	liens arising from any judgment, decree or order of a court so long as proceedings to review these judgments have not been terminated or the period in which to initiate proceedings has not expired.

	·	We must deposit in trust for the benefit of all holders a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and other payments on your debt securities on their various due dates.
	·	There must be a change in current U.S. federal tax law or an Internal Revenue Service ruling that lets us make the deposit without causing you to be taxed on your debt security any differently than if we did not make the deposit and just repaid the debt security ourselves. Under current federal tax law, the deposit and our legal release from the debt security would be treated as though we took back your debt security and gave you your share of the cash and debt security or bonds deposited in trust. In that event, you could recognize gain or loss on your debt security.
	·	We must deliver to the trustee a legal opinion of our counsel confirming the tax change described above.
	·	We must satisfy certain other conditions imposed by the indenture.

	·	the covenant to provide any equal and ratable lien to secure your debt security if our properties or assets would be subject to a lien in a merger or similar transaction as described above under “-Mergers and Similar Transactions”;
	·	the covenants on maintenance of principal domestic manufacturing properties and payment of taxes;
	·	the limitations on liens and sale-leaseback transactions, as described above under “-Restrictions on Liens” and “-Restrictions on Sales and Leasebacks”; and
	·	the event of default which relates to the breach of those covenants.

	·	We do not pay interest on a debt security within 30 days after the due date.
	·	We do not pay the principal or any premium on a debt security on its due date.
	·	We do not deposit any sinking fund payment on its due date.
	·	We remain in breach of our covenants described above, or any other covenant we make in the indenture for 60 days after we receive a notice of default stating we are in breach. The notice must be sent by either the trustee or holders of 25% of the principal amount of debt security of the affected series.
	·	We file for bankruptcy or other events in bankruptcy, insolvency or reorganization occur.
	·	As to any series of debt securities, any other event of default described in the prospectus supplement with respect to such series occurs and remains uncured for any applicable grace period.

	·	A holder of your debt security must give the trustee written notice that an event of default has occurred, and the event of default must not have been cured or waived.
	·	The holders of 25% or more in principal amount of all of the outstanding debt securities of the applicable series must make a written request that the trustee take action because of the default, and they or other holders must offer to the trustee indemnity reasonably satisfactory to the trustee against the cost and other liabilities of taking that action.
	·	The trustee must not have taken action for 60 days after the above steps have been taken. During those 60 days, the holders of a majority in principal amount of the outstanding series of debt securities of the applicable series must not have given the trustee directions that are inconsistent with the written

	·	a default in our obligation to pay principal, premium, if any, or interest on your debt security; and
	·	any covenant default specified in a prospectus supplement to only be waivable by you.

	·	the trustee may, under applicable law, withhold notice of other defaults if the trustee determines it is in the best interest of the holders of the debt securities to do so; or
	·	the default relates to any of our covenants and has not continued to exist for at least 30 days.

	·	change the stated maturity for any principal or interest payment on a debt security;
	·	reduce the principal amount, the amount payable on acceleration of the maturity after a default, the interest rate or the redemption price for a debt security;
	·	permit redemption of a debt security if not previously permitted;
	·	impair any right a holder may have to require repayment or conversion of its debt security on the terms provided therein;
	·	change the currency of any payment on a debt security other than as permitted by the debt security;
	·	change the place of payment on a debt security, if it is in non-global form;
	·	impair a holder’s right to sue for payment of any amount due on its debt security;
	·	reduce the percentage in principal amount of the debt securities and any other affected series of debt securities, taken separately or together, as the case may be, the approval of whose holders is needed to change the indenture or the debt securities;
	·	reduce the percentage in principal amount of the debt securities and any other affected series of debt securities, taken separately or together, as the case may be, the consent of whose holders is needed to waive our compliance with the applicable indenture or to waive defaults; and

	·	If the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of the outstanding debt securities of the relevant series.
	·	If the change affects more than one series of debt securities issued under the indenture, it must be approved by the holders of a majority in principal amount of the outstanding debt securities of the relevant series affected by the change, with all affected series voting together as one class for this purpose.

	·	how it handles securities payments and notices;
	·	whether it imposes fees or charges;
	·	how it would handle a request for the holder’s consent, if ever required;
	·	whether and how you can instruct it to send you debt securities registered in your own name so you can be a holder, if that is permitted;
	·	how it would exercise rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their interests; and
	·	if the debt securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.

	·	An investor cannot cause the debt securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the debt securities, except in the special situations we describe below under “-Special Situations When a Global Security Will Be Terminated”.
	·	An investor will be an indirect holder and must look to his or her own bank or broker for payments on the debt securities and protection of his or her legal rights relating to the debt securities, as we describe under “-Legal Ownership of Debt Securities; Global Securities” above.
	·	An investor may not be able to sell interests in the debt securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form.
	·	An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the debt securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective.
	·	The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges, and other matters relating to an investor’s interest in a global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any way.
	·	The depositary may (and we understand that DTC will) require those who purchase and sell interests in a global security within its book-entry system to use immediately available funds and your broker or bank may require you to do so as well.
	·	Financial institutions that participate in the depositary’s book-entry system, through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.

	·	if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 60 days;
	·	if we notify the trustee that we wish to terminate that global security; or
	·	if an event of default has occurred with regard to debt securities represented by that global security and has not been cured or waived; we discuss defaults above under “-Default, Remedies and Waiver of Default”.

	·	only in fully registered form;
	·	without interest coupons; and
	·	unless otherwise indicated in a prospectus supplement, in denominations of $1,000 and amounts that are multiples of $1,000.

	·	an increase in the exercise price of the debt warrants;

	·	a shortening of the period of time during which the debt warrants may be exercised;

	·	any material and adverse change that affects the rights of the holders of the debt warrants or the material terms of the debt securities for which the debt warrants may be exercised; or

	·	a reduction in the number of debt warrants whose holders must consent to the modification or amendment of the debt warrant agreement or the terms of the debt warrants.

	·	the title of the equity warrants;

	·	the securities for which the equity warrants are exercisable;

	·	the price or prices at which the equity warrants will be issued;

	·	the amount of equity securities initially purchasable upon exercise of each equity warrant and the price at which that amount of equity securities may initially be purchased upon exercise of each equity warrant;

	·	the date on which the right to exercise the equity warrants will commence and the date on which this right will expire;

	·	if applicable, the designation and terms of the preferred stock, depositary shares or common stock with which the equity warrants are issued, and the number of equity warrants issued with each share of preferred stock or common stock or depositary share;

	·	if applicable, the date on and after which the equity warrants and the related preferred stock or common stock will be separately transferable;

	·	the identity of the equity warrant agent;

	·	if applicable, a discussion of any material federal income tax considerations;

	·	the terms of any rights to redeem or call the equity warrants; and

	·	any other material terms of the equity warrants, including terms, procedures and limitations relating to the exchange and exercise of the equity warrants.

	·	the number of shares to be included in the series and their designation;

	·	the dividend rate, whether dividends will be cumulative and, if so, the date from which dividends will accumulate;

	·	any mandatory redemption provisions;

	·	any conversion or exchange rights of the shares;

	·	the rights of the shares of such series on liquidation, dissolution or winding up;

	·	the terms of any voting rights, in addition to the rights provided by law, of such shares; and

	·	any other relative rights, preferences, and limitations of the shares of such series.

Securities and Exchange Commission Registration Fee	$	*
Accounting Fees and Expenses	$	†
Rating Agency Fees	$	†
Legal Fees and Expenses	$	†
Printing Fees and Expenses	$	†
Miscellaneous	$	†
Total	$	†

SEC Form S-3ASR filed by Corning Incorporated