GLOBALFOUNDRIES Inc美股招股说明书(2026-03-12版)

27,344,840 Ordinary SharesGLOBALFOUNDRIES Inc. This is a public offering of the ordinary shares, US$0.02 par value per share, of GLOBALFOUNDRIES Inc., or the company. Our selling shareholder, MubadalaTechnology Investment Company (“MTIC”), a wholly owned subsidiary of Mubadala Investment Company PJSC (“MIC,” together with MTIC, “Mubadala”), isoffering an aggregate of 27,344,840 ordinary shares, 20,000,000 shares of which shall be sold to the public at a price to the public of $42.0000 and 7,344,840 shares ofwhich shall be repurchased by us at the price paid by the underwriters in this offering, as described below, under this prospectus supplement (the “ProspectusSupplement”) to the accompanying prospectus pursuant to a registration statement on Form F-3 that the company filed with the U.S. Securities and ExchangeCommission (“SEC”) on March 11, 2026. On March 11, 2026, the last reported sale price for our ordinary shares on the Nasdaq Global Select Market (“Nasdaq”) was$44.09 per ordinary share. We are not selling any ordinary shares under this prospectus supplement and will not receive any proceeds from the sale of the ordinaryshares by MTIC. We intend to concurrently repurchase from the underwriters 7,344,840 ordinary shares that are subject to this offering, referred to as the sharerepurchase, at a price per ordinary share equal to the price to be paid by the underwriters in this offering. The closing of the share repurchase is contingent upon theclosing of this offering. The closing of this offering is not contingent on the closing of the share repurchase. Our ordinary shares are listed and traded on Nasdaq underthe symbol “GFS.” Investing in our ordinary shares involves risks. See “Risk Factors” beginning on pageS-8of this prospectus supplement, any risk factors included in theaccompanying prospectus, and in the documents incorporated by reference in this prospectus supplement before investing in our ordinary shares. Public offering priceUnderwriting discounts and commissionsProceeds to Mubadala, before expenses(1)(2)(3)(4) (1)The public offering price for the 20,000,000 ordinary shares sold to the public was $42.0000 per share.(2)The underwriting discount for the 20,000,000 shares offered to the public was $1.1550 per share. The price for the 7,344,840 ordinary shares we intend torepurchase from the underwriters was $40.8450 per share. No underwriting discount or commissions will be paid to the underwriters with respect to the 7,344,840shares we intend to repurchase.(3)Proceeds in the table only includes proceeds from the offering to the public of 20,000,000 ordinary shares. In addition to the proceeds for the 20,000,000 ordinaryshares sold to the public, Mubadala is also receiving approximately $300.0 million from the sale of the 7,344,840 ordinary shares we intend to repurchase from theunderwriters in the offering.(4)We refer you to “Underwriters” beginning on pageS-19of this prospectus supplement for additional information regarding underwriting compensation. MTIC has granted an option to the underwriters, exercisable for 30 days after the date of this prospectus supplement, to purchase up to 3,000,000 additionalordinary shares (equal to 15% of the initial ordinary shares being sold to the public). The underwriters will pay the public offering price, less underwriting discountsand commissions, for any shares sold pursuant to such option. The share repurchase shall not be contingent on any exercise of such option by the underwriters, and anysuch exercise will not have any impact on the amount or price of the share repurchase. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ordinary shares against payment in New York, New York on or about March 13, 2026, through the book-entry facility of TheDepository Trust Company. Joint Book-Running Managers J.P. Morgan Morgan Stanley BofA Securities Goldman Sachs & Co. LLC BNP PARIBAS UBS Investment Bank Raymond James Wolfe Capital Markets and Advisory Wedbush Securities TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTPRESENTATION OF FINANCIAL AND OTHER INFORMATIONSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSSUMMARYGLOBALFOUNDRIES INC.CORPORATE INFORMATIONSHARE REPURCHASEOUR OFFERINGRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONPRINCIPAL AND SELLING SHAREHOLDERTAXATIONUNDERWRITERSLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSPRESENTATION OF FINANCIAL AND OTHER INFORMATIONCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATIONPROSPECTUS SUMMARYGLOBALFOUNDRIES INC.RISK FACTORSUSE OF PROCEEDSPRINCIPAL AND SELLING SHAREHOLDERSDESCRIPTION OF THE SECURITIESDESCRIPTION OF SH