GLOBALFOUNDRIES Inc. (GFS)

Overview

In 2025, the semiconductor industry began to recover from the cyclical downturn experienced in prior periods. Customers reduced excess inventory levels, resulting in a gradual normalization of demand across most major end markets. In addition, tariffs and geopolitical tensions reinforced the importance of semiconductor supply resilience and flexibility – key characteristics offered by GF’s unique and diverse geographic footprint. Against this backdrop, GF made substantial progress toward its strategic objectives in 2025. Notably, the Company achieved a record number of design wins, reflecting strong customer engagement and confidence in our differentiated technology solutions. We also completed the strategic, complementary acquisitions of AMF, MIPS and Infinilink, which expanded our technology portfolio and enhanced our ability to serve complementary markets.

GlobalFoundries remains one of the world’s leading semiconductor foundries, manufacturing complex ICs that enable billions of electronic devices that are pervasive throughout nearly every sector of the global economy. Our ability to attract a significant share of single-sourced products is supported by our scaled manufacturing footprint and highly differentiated technology offerings. As we look forward, factors influencing our business performance include:

•Global demand for semiconductor products

•Customer demand for diversified global semiconductor supply including non-China and non-Taiwan based suppliers

•Design wins with new and existing customers

•Single-sourced revenue mix

•Technology solutions mix and pricing

•Long-term agreements

•Supply chain

•Shipment utilization

•Government policy and grants, see “Item 4. Information on the Company - Government Regulations.”

Global Demand for Semiconductor Products

The principal source of our revenue is wafer fabrication and sales of finished semiconductor wafers, which accounted for approximately 89% of our net revenue in 2025. The rest of our net revenue was mainly derived from photomask manufacturing, sourcing services, post-fab manufacturing services and earning intellectual property license and royalty fees. Demand for these products is dependent on market conditions in the end markets in which our customers operate, which are generally subject to seasonality, as well as macroeconomic, cyclical and competitive conditions.

Semiconductor Industry Cycle

We believe that semiconductor customers in the end markets we serve reduced some of their excess inventory built up in the prior two years. Inventory dynamics vary by customer and end market, with some pockets of elevated inventory persisting compared to historical averages, particularly in the consumer centric end markets. The industry remained subject to volatility due to uncertainties in global trade policy and the macroeconomic environment. These factors led to incremental caution and uncertainty in the demand outlook, particularly for consumer-centric end markets. The company continues to monitor and adapt to changes in key macro indicators, such as inflation, interest rates, and GDP growth.

The company remains focused on executing its strategic priorities, including but not limited to: 1) deepening customer and ecosystem relationships, 2) achieving operational scale and efficiencies across our manufacturing footprint, 3) pursuing continuous improvement in cost optimization, 4) investing in a diversified and differentiated product portfolio.

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Technology Megatrends

Technology megatrends including IoT, physical AI, satellite communications, cloud and next-generation automotive are reshaping the global economy. A significant driver of semiconductor demand has been, and we believe will continue to be, growth in intelligent, connected and AI-enabled edge devices, which are transforming business functions across all sectors. The wide-scale adoption of mobile devices and software solutions has increased expectations for high-speed connectivity, convenience and security in all applications. This is serving as a catalyst for increased semiconductor content in nearly every industry, and we believe that accelerated adoption of technologies such as video conferencing, telemedicine and e-education will serve to drive increased requirements for these technologies going forward.

Additionally, the electrification of automobiles, including autonomous driving applications, are contributing to an increase in semiconductor sensors. Semiconductors are increasingly integral to the performance, safety and comfort of automotive vehicles, and we believe the continued electrification of automobiles will only further accelerate this trend.

Single-sourced Revenue Mix

We manufacture products based on a combination of our own technologies and our customers’ IP, resulting in a significant number of products that can only be sourced from us. Our sales and marketing strategy centers on deepening relationships with top customers and investing in technologies to become their single-source supplier for mission-critical applications. We believe a key measure of our success as a differentiated technology partner to our customers is the mix of our wafer shipment volume attributable to single-sourced business, which represented approximately 63% of wafer shipment volume in 2025. We define single-sourced products as those that we believe can only be manufactured with our technology or cannot be manufactured elsewhere without significant customer redesigns. We believe that single-sourced business will continue to represent a stable percentage of our wafer shipment volume.

Technology Solution Mix and Pricing

Product mix is among the most important factors affecting revenue and margins, as our wafer price varies significantly across technology platforms. The value of a wafer is determined principally by the uniqueness and complexity of the technology, performance characteristics, cost structure, yield and defect density. Devices with richer feature sets, higher performance, better yields and greater system-level integration require more substantial R&D investments and more complex manufacturing expertise and equipment, and thus generally command higher wafer prices.

Demand, pricing and margins for our products depend on the volumes and features of the solutions we deliver. We continually monitor and work to reduce the cost of our products and improve the potential value that our solutions deliver to our customers as we target new win opportunities. While individual product prices may decline, we believe our R&D investments, differentiated product and single-sourced strategy should lead to improvements in pricing mix and overall margins if we compete effectively.

Long-Term Agreements

We derive a portion of our net revenue from sales to customers that purchase large volumes of our products. We have entered into multiple LTAs with leading companies in the industry. Many of these contracts include customer advanced payments and capacity reservation fees in order to secure future supply. As of December 31, 2025, the aggregate remaining revenue commitment reflected by LTAs was approximately $11 billion. These LTAs include binding, multi-year, reciprocal minimum purchase and supply commitments with wafer pricing and associated mechanics outlined for the contract term.

From time to time our wafer revenue consists of restructuring or underutilization payments from customers unable to meet their volume commitments. We continue to collaborate closely with our customers to support their supply needs.

Shipment Utilization

We define shipment utilization as the ratio of wafer shipment volume divided by our estimated total capacity for wafer manufacturing in a specified period. Shipment utilization remains a very important factor in driving our financial performance, as we incur significant costs regardless of the number of wafers we actually produce. These fixed costs include staffing, electricity, infrastructure, depreciation and maintenance costs at each fab.

Our average shipment utilization rate across our global fabs was 86% and 77% for the years ended December 31, 2025 and 2024, respectively. Factors affecting shipment utilization rates include efficiency in production facilities, complexity and mix of wafer types ordered by customers, including the impact of export controls and other regulatory changes affecting customers and competitors. Our production capacity is determined based on the capacity ratings of the equipment in the fab, adjusted for expected down time due to set up for production runs and maintenance and R&D. In 2025, we operated below our production capacity driven by customer demand and market conditions.

Components of Results of Operations

Net Revenue

We generate the majority of our revenue from volume production and sales of finished semiconductor wafers, which are priced on a per-wafer basis for the applicable design. We also generate non-wafer revenue from rendering non-recurring engineering (“NRE”) services, mask production, process qualification, pre-fabrication services such as bump, test, and packaging, and earning intellectual property licenses and royalties.

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Cost of Revenue

Cost of revenue consists primarily of material expenses, depreciation and amortization, employee-related expenses, facility costs and costs of fixed assets, including maintenance and spare parts. Material expenses primarily include the costs of raw wafers, test wafers, photomasks, resists, process gases, process chemicals, other operating supplies and external service costs for wafer manufacturing. Costs related to NRE services are also included within the cost of revenue. As it pertains to inflation, inflationary headwinds and costs brought about by ongoing tariff uncertainties we are facing within our business, we have experienced an increase in costs for materials and energy, and we expect these increases to continue to have an adverse impact on our financial results of operations, while these economic conditions persist.

Depreciation and amortization charges primarily include the depreciation of clean room production equipment. Commencement of depreciation related to construction in progress and property, plant and equipment involves determining when the assets are available for their intended use (see Note 3. Summary of Material Accounting Policies to our Annual Consolidated Financial Statements). Employee-related expenses primarily include employee wages and salaries, social security contributions and benefit costs for operators, maintenance technicians, process engineers, supply chain, IT production, yield improvement and health and safety roles. Facility costs primarily consist of the costs of electricity, water and other utilities and services.

Operating Expenses

Our operating expenses consist of R&D, selling, general and administrative expenses, restructuring charges, and impairment charges. Personnel costs are the most significant component of our operating expenses and consist of salaries, benefits, bonuses, share-based compensation, and commissions.

Research and Development

Our R&D efforts are focused on developing highly-differentiated process technologies and solutions. As part of our strategic repositioning, we shifted our R&D efforts to focus on technologies where we can deliver highly-differentiated solutions and discontinued our R&D-intensive single-digit node program. Our R&D expense includes personnel costs, material costs, software license and intellectual property expenses, facility costs, supplies, professional and consulting fees, and depreciation on equipment used in R&D activities. Our development roadmap includes new platform investments, platform features and extensions, and investments in emerging technology capabilities and solutions. We expense R&D costs as incurred. We believe that continued investment in our technology portfolio is important for our future growth and acquisition of new customers. We expect our R&D as a percentage of revenue to grow modestly over time driven by an increased focus on new product technologies.

Selling, General and Administrative (“SG&A”)

SG&A expenses consist primarily of personnel-related costs, including sales commissions to independent sales representatives and professional fees, including the costs of accounting, audit, legal, regulatory and tax compliance. Additionally, costs related to advertising, trade shows, corporate marketing and allocated overhead costs are also included in SG&A expenses. Based on our current business activities we expect our SG&A as a percentage of revenue to be relatively stable over time as expenses grow in line with increased revenue.

Restructuring Charges

We incurred restructuring charges related to a 2022 reduction in our global workforce (a small portion of which carried through to 2024), reduction in leased workspace and engaging consultants for strategic support.

Impairment Charges

Impairment charges relates to legacy investments in our production capacity at our fab in Malta, New York.

Other Operating Charges

Finance Income

Finance income consists primarily of income related to investing activities.

Finance Expenses

Finance expenses consists primarily of interest on borrowings, amortization of debt issuance costs under our term loans, revolving credit facility, finance leases and the other credit facilities we maintain with various financial institutions.

Other Income (Expense), net

Other income (expense), net consists of one-time gains and losses and other miscellaneous income and expense items unrelated to our core operations, including gains and losses related to hedging activities.

Income Tax Expense

Income tax expense consists primarily of income taxes in certain foreign jurisdictions in which we conduct business, which mainly include Germany, Singapore and U.S. federal and state income taxes.

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The following discussion covers items for and a comparison between the years ended December 31, 2025 and 2024.

A.Operating Results

The following table sets forth our consolidated statements of operations data for the periods indicated:

(1)Includes share-based compensation expense as follows:

Comparison of Years Ended December 31, 2025 and 2024

Net Revenue

Net revenue increased by $41 million, or 0.6%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. The year-over-year change was driven by higher wafer shipment volumes totaling 2.3 million (300mm equivalent), a 10.4% increase from prior period, and by a 17.9% increase in non-wafer revenue driven by stronger licensing fee revenue and non-recurring engineering services revenue. This was offset by a 10.4% decrease in average selling prices (“ASPs”) primarily attributable to lower pricing from certain customers in specific end markets, as well as lower underutilization payments from customers under long term agreements.

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The following table presents the Company’s revenue disaggregated based on end markets for the years ended December 31, 2025, and 2024.

For the year ended December 31, 2025, two of four end markets experienced growth compared to the year ended December 31, 2024. Communications, Infrastructure & Data Center grew 29.1% year-over-year, supported by growth in silicon photonics optical networking and satellite communications. Automotive increased 16.9% year-over-year, driven by continued content expansion, diversification and share gains, supported by growing business associated with the introduction of new products at key customers. Home and Industrial IoT declined 6.2% year over year, primarily due to a reduction of revenue from wafer shipments to certain aerospace and defense (“A&D”) customers with end-of-life products. Smart Mobile Devices decreased by 12.1% year-over-year, primarily due to lower underutilization payments from customers and pricing adjustments where customers are dual sourced. Additionally, non-wafer revenue increased 17.9% year-over-year, driven by strength in license activity and non-recurring engineering services revenue.

Cost of Revenue

Cost of revenue remained relatively flat for the year ended December 31, 2025, compared to the year ended December 31, 2024. The year-over-year stability in cost of revenue primarily reflects a 10.4% increase in shipments, offset by reduction in depreciation and amortization due to some of our manufacturing equipment being fully depreciated and to, a lesser extent, the impact of the 2024 impairment of certain long-lived assets.

Gross margin increased to 24.9% for the year ended December 31, 2025 from 24.5% for the year ended December 31, 2024. The increase of 40 basis points was primarily driven by improved factory loading and lower factory spending, partially offset by reduced customer underutilization payments and capacity reservation fees and a decline in ASPs as discussed in the net revenue section above.

Research and Development

Research and development expenses increased by $22 million, or 4.4%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. The change was a result of $11 million higher share-based compensation and $22 million higher employee-related expenses due to 28% increased headcount to support R&D efforts partially offset by $12 million lower R&D portfolio investments.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased by $52 million, or 12.2%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. The change was primarily a result of $59 million higher tool sales gains, $17 million lower withholding tax related to an intercompany loan, and $19 million lower digital transformation expenses due to lower consulting spend, offset by an increase of $21 million employee-related expenses due to 17% increased headcount, increased depreciation and amortization of $12 million, higher stock based compensation of $4 million and a decrease of $3 million advanced manufacturing investment tax (“AMITC”).

Finance income

Finance income decreased by $42 million, or 20.9%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was primarily due to lower interest income generated from lower year-over-year cash balance and a decline in interest rates.

Finance expense

Finance expenses decreased by $52 million or 35.9% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease in interest expense was due to lower debt balances as a result of prepayment of the term loan in 2025.

Other Income (expense), net

Other income (expense), net increased by $60 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was primarily due to a $31 million gain on the remaining equity interest of a joint venture, a nonrecurring gain of $24 million recognized in connection with the liquidation of a manufacturing plant that was not material to the Company’s operations, $16 million increase in gains on equity investments and $7 million of increased interest income related to an AMITC refund. This was partially offset by a $9 million contingency loss and $8 million higher foreign exchange currency losses.

Income tax expense

Income tax expense decreased by $69 million, or 75.0%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease is primarily due to $187 million of tax benefit from the recognition of German deferred tax assets that are no longer contingent, offset by $116 million of tax expense related primarily to the revaluation of Singapore deferred tax assets and liabilities and nondeductible expenses.

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B.Liquidity and Capital Resources

We have historically financed operations primarily through cash and cash equivalents, marketable securities, as well as cash generated from our business operations, including prepayments under LTAs, debt and government grants. As of December 31, 2025, our cash and cash equivalents and marketable securities balances of $4.0 billion included $1.8 billion of cash and cash equivalents and $2.2 billion of marketable securities. As of December 31, 2024, our cash and cash equivalents and marketable securities of $4.2 billion included $2.2 billion of cash and cash equivalents and $2.0 billion of marketable securities.

As of December 31, 2025 and 2024, respectively, we had an undrawn revolving credit facility of $1.0 billion. In addition to our available revolvers, we had $1.2 billion and $1.8 billion of debt outstanding as of December 31, 2025, and 2024, respectively, which was comprised of multiple term loans and other debt facilities in various currencies. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of payments we receive from customers pursuant to our LTAs and other business arrangements, the timing and extent of spending to support development efforts, the introduction of new and enhanced products and solutions, the continuing market adoption of our platform, and our obligations to repay our indebtedness from time to time. We may from time to time seek to raise additional capital to support our growth. As of December 31, 2025, we believe that our existing cash, cash equivalents, investment in marketable securities, credit under our revolving credit facility, and expected cash generated from operations are sufficient to meet our capital requirements for at least the next 12 months and beyond.

The following table shows a summary of our term loan facilities, other debt facilities, which consists of the loan agreement with Singapore Economic Development Board and our committed undrawn revolvers.

Government grants are also a source of capital. Those grants are primarily provided in connection with construction and operation of our wafer manufacturing facilities, employment and R&D. For the years ended December 31, 2025 and 2024, we received $315 million and $107 million, respectively, in proceeds from government grants. The grants received in 2025 relate primarily to grant programs in Singapore and U.S.

We monitor capital using a gearing ratio, which is net debt divided by total capital plus net debt. Our policy is to keep the gearing ratio within a range to meet our business needs. We may from time to time seek to raise additional capital to support our growth. Any equity financing we may undertake could be dilutive to our shareholders, and any additional debt financing we may undertake could require debt services and financial and operational requirements that could adversely affect our business. We cannot provide any assurance that we would be able to obtain future financing on favorable terms or at all.

Cash Flows

The following table shows a summary of our cash flows for the periods presented:

Operating Activities

Cash provided by operating activities was $1,731 million for the year ended December 31, 2025, a $9 million increase from the $1,722 million provided by operating activities for the year ended December 31, 2024. The increase reflects higher net income of $1,150 million due to the impact of prior-year impairment charges as well as $81 million of higher inflows from working capital driven by $218 million favorable movement in inventory as a result of inventory builds during 2024. Trade and other payables decreased by $72 million driven by capacity reservation fees offset by timing differences. Unfavorable movement in receivables and prepayments of $209 million was also largely attributable to reduced capacity reservation fees. Cash paid or received for interest and taxes increased $51 million driven by $59 million decrease of interest paid due to lower debt balances and $12 million decrease in taxes paid offset by $20 million lower interest received as a result of lower cash balances and interest rates. The favorable changes were offset by lower non cash adjustments of $1,273 million primarily due to the impact of prior-period impairment charges of $935 million and reduced depreciation and amortization of

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$254 million driven by some manufacturing equipment being fully depreciated in 2025 and to a lesser extent, the impact of the 2024 impairment of certain long-lived assets.

Investing Activities

Cash used in investing activities was $1.3 billion for the year ended December 31, 2025, compared to cash used in investing activities of $1.1 billion for the year ended December 31, 2024, reflecting a $149 million increase. The year-over-year change was primarily attributable to a $613 million increase in cash paid for acquisitions, $97 million higher purchases of property, plant and equipment and intangible assets and a $59 million increase in purchases of equity securities. These changes were offset by a $258 million decrease in purchases of marketable securities, $138 million increase in proceeds from government grants, $114 million increase in proceeds from the sales of property, plant and equipment, primarily related to tool sales, and $110 million higher proceeds from the sales and maturities of marketable securities.

Financing Activities

Cash used in financing activities was $845 million for the year ended December 31, 2025, compared to cash used in financing activities of $785 million for the year ended December 31, 2024, reflecting a $60 million increase. The year-over-year increase was due to higher repayments of debt and finance lease obligations of $223 million, a $28 million decrease in proceeds from issuance of equity instruments, net of taxes paid, and $11 million decrease in net proceeds from borrowings. These were offset by the purchase of treasury stock for $200 million in 2024.

Contractual Obligations

As of December 31, 2025, we had $800 million of purchase commitments related to contracts for capital expenditures. Of the total balance, $619 million is due within the next 12 months as of December 31, 2025. See Note 30. Commitments and Contingencies to our Annual Consolidated Financial Statements for additional details.

C.Research and Development, Patents and Licenses

Refer to “Item 4. Information on the Company” for discussion on our research and development and intellectual property.

D.Trend Information

Please refer to “Item 5. Operating and Financial Reviews and Prospects – Executive Overview and Other Recent Events” for a discussion of material recent trends in our production, sales, costs and selling prices, and other known trends, uncertainties, demands, or other events that we believe are reasonably likely to have a material effect on our operating revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

E.Critical Accounting Policies and Estimates

Our consolidated financial statements included elsewhere in this annual report have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Management must make certain estimates and assumptions that affect the amounts reported in the financial statements, based on experience, existing and known circumstances, authoritative accounting guidance and pronouncements and other factors that management believes to be reasonable, but actual results could differ materially from these estimates. To the extent there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. Note 4. Critical Accounting Judgments, Estimates and Assumptions to our consolidated financial statements contains a description that sets forth information about critical judgments, estimates and assumptions in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements.

Off Balance Sheet Arrangements

During the periods presented, we did not have, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Safe Harbor

See “Cautionary Statement Regarding Forward-Looking Information.”

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ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.Directors and Senior Management

The following table sets forth information for our executive officers and directors as of the date of this Annual Report:

(1)    Sam Franklin was appointed Interim Chief Financial Officer, effective as of October 27, 2025, and later as Chief Financial Officer, effective as of December 10, 2025. Mr. Franklin succeeded John Hollister, the former Chief Financial Officer, who departed from the Company effective as of October 27, 2025.

(2)    Niels Anderskouv announced his intent to resign as President and Chief Operating Officer of the Company, effective as of March 2, 2026. The responsibilities of President and Chief Operating Officer will be assumed by Mr. Breen and other members of the executive leadership team.

Executive Officers

Tim Breen is the Chief Executive Officer (“CEO”) of GF, a position he has held since April 2025. He was elected to the Board of Directors in January 2018. Prior to becoming CEO, Mr. Breen served as GF’s Chief Operating Officer (“COO”), overseeing GF’s global operations, including the manufacturing, quality, supply chain and digital transformation teams. Prior to becoming COO, he served as senior advisor to the CEO with a focus on supporting GF’s business, supply chain and digital transformations. Starting in 2018, he supported the Company in various executive roles including leading strategy, business transformation and finance. From 2010 to 2024, Mr. Breen served as a member of the senior leadership team of GF’s founding shareholder, Mubadala Investment Company. He also serves as Chairman of the board of directors of NOVA Chemicals. Prior to joining Mubadala, Mr. Breen was a Partner with McKinsey in Abu Dhabi. He holds a Master of Business Administration degree from London Business School.

Sam Franklin is Chief Financial Officer (“CFO”) of GF, a position he has held since December 2025, after serving in the role on an interim basis from October 2025 to December 2025. As CFO, he is responsible for the company’s financial operations and strategy, global supply chain and corporate development, as well as GF’s engagement with the global investment community. Since joining GF in 2022, Mr. Franklin has leveraged almost 20 years of experience in investment management and banking to drive financial performance and strategic growth. Previously, Mr. Franklin held the roles of Senior Vice President of Business Finance and Operations, and prior to that Vice President of Capital Markets, Treasury and Investor Relations, leading GF’s initiatives across the equity and debt markets and managing funding, risk and liquidity. Prior to joining GF, Mr. Franklin held senior finance roles at Mubadala Investment Company, MUFG Bank and Barclays. Mr. Franklin

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holds a Law degree from Durham University in England and is an accredited Fellow Chartered Management Accountant and Corporate Treasurer.

Niels Anderskouv is President and Chief Operating Officer (“COO”) of GF, a position he has held since April 2025. In February 11, 2026, Mr. Anderskouv announced his intent to resign his office at GF effective March 2, 2026. In his role he oversees GF’s strategy and global operations, including the manufacturing and digital transformation teams. Mr. Anderskouv brings more than 25 years of experience spanning engineering, executive management and global leadership in the semiconductor industry. From May 2023 until April 2025, Mr. Anderskouv served as Chief Business Officer (“CBO”), responsible for leading GF’s product and technology roadmap, business and commercial strategy, marketing and communications as well as its go-to-market execution. Prior to that, from 2017 to 2021, Mr. Anderskouv served as Senior Vice President and Executive Officer at Texas Instruments, where he was responsible for the company’s multi-billion-dollar Analog Power business. He offers deep expertise in power management, analog and mixed-signal technologies and has a track record of driving and delivering financial performance. Mr. Anderskouv has been the Chairman of the board of directors of KeepIt since 2017. Mr. Anderskouv earned a Master of Science degree in Electrical Engineering from the Technical University of Denmark (DTU) in Copenhagen.

Saam Azar is Chief Legal Officer for GF, a position he has held since January 2017. He oversees all legal, compliance, government relations, environmental, health, safety and security matters worldwide. Mr. Azar also serves as Secretary to the GF Board of Directors and has been involved with the Company since its founding in 2009. From 2006 to 2017, Mr. Azar served in various roles at Mubadala Investment Company, as a senior member of its Legal & Compliance Unit, working primarily on complex, cross border partnerships. Prior to Mubadala, he worked as an associate at the international law firm of Cleary Gottlieb Steen & Hamilton LLP in New York, where he supported numerous corporate transactions with an emphasis on debt and equity capital markets. Mr. Azar holds a J.D. from New York University School of Law and a Bachelor of Science degree in Civil and Environmental Engineering and Public Policy from Duke University.

Michael Hogan is the Chief Business Officer of GF, a position to which he was appointed in April 2025, where he leads the strategy, development and execution of the Company’s essential technology solutions, roadmaps and R&D across all product lines. From 2019 to 2025, Mr. Hogan held various executive roles within GF, most recently serving as Chief Business Unit Officer from 2023 to 2025. Mr. Hogan has more than 35 years of experience in the semiconductor industry. Prior to joining GF, Mr. Hogan was Senior Vice President and General Manager of IoT Compute and Wireless at Cypress Semiconductor. Previously, he held a variety of business line management and strategy roles at Broadcom/Avago across an array of wireless technologies, from Wi-Fi to cellular, prior to co-founding the IoT business that was subsequently divested to Cypress Semiconductor in 2016. Prior to that, he was CEO of PulseCore Semiconductor and Sirific Wireless. Mr. Hogan was the founding General Manager of the Wi-Fi business at Texas Instruments, where he held a variety of sales and business unit general manager roles during his 16-year tenure. Mr. Hogan holds a Bachelor’s degree in Electrical Engineering from Syracuse University.

Pradheepa Raman is Chief People Officer at GF, a position she was appointed to in 2022. She has global responsibility for GF’s human resources practice areas including talent acquisition, development and retention, creation and delivery of people solutions, total rewards, organizational development and further strengthening GF’s commitment to innovation, safety and a respectful workplace culture. Prior to joining GF, Ms. Raman was Global Head of Human Resources and Chief Transformation Officer for the Global Tools & Storage business unit of Stanley Black & Decker, Chief Talent Officer of Stanley Black & Decker, and held senior human resources positions at Samsung Electronics America and Avaya. Ms. Raman began her career as a software developer. Ms. Raman holds a Bachelor’s degree in Electronics and Communication Engineering from Alagappa Chettiar College of Engineering and Technology in India, and a Master’s degree in Human Resources from Rutgers University.

Pradip Singh is the Chief Manufacturing Officer at GF, a position to which he was appointed in 2024. He is responsible for GF’s global manufacturing operations, quality and supply chain. Mr. Singh joined GF in 2009 and has more than 25 years of foundry industry experience with a proven track record in manufacturing operations and technology transfer. Mr. Singh’s career spans manufacturing, management and operational leadership in various countries across GF’s global network. Prior to his current role, Mr. Singh was senior vice president and general manager of Global Competitive Manufacturing and U.S. Fab Operations at GF, supporting New York and Vermont Fab operations to accelerate performance and drive greater regional collaboration and synergies across the sites as well as managing the Global Competitive Manufacturing team that drives the adoptions of best practices across all GF fab sites. Prior to that, Mr. Singh was vice president and general manager of GF’s 200mm radio frequency (RF) manufacturing operations in Essex Junction, Vermont. He also previously served as senior director of manufacturing operations at the company’s 300mm semiconductor facility in Malta, New York, and held leadership roles at GF’s manufacturing facility in Dresden, Germany. Mr. Singh began his career with Chartered Semiconductor where he held positions of increasing responsibility in many of the company’s Singapore fabs. Mr. Singh holds a Bachelor of Engineering in Electrical and Electronics Engineering from Nanyang Technological University in Singapore.

Samuel Vicari is the Chief Customer Officer (CCO) at GF, a position he was appointed to in 2024. He is responsible for the end-to-end customer journey across business development, customer technical delivery and management of strategic partnerships and end markets. Mr. Vicari brings almost three decades of experience in semiconductor sales with expertise in global business development, building lasting relationships with customers and with a proven track record of delivering top-line growth and market share gains in the fast-paced technology sector. Prior to joining GF, Mr. Vicari served as President of

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Texas Instruments Japan where he led the operations there for about five years. Previously, he held a variety of sales management positions across TI’s EMEA region. Mr. Vicari holds a Master’s degree in Business Administration from the Bocconi University in Milan, Italy.

Board of Directors

Dr. Thomas Caulfield is the Executive Chairman of GF, a position he has held since April 2025. He was elected to the Board of Directors in March 2018 and was President and CEO of GF from 2018 to April 2025. Dr. Caulfield joined the Company in May 2014 as Senior Vice President and General Manager of the Company’s Fab 8 semiconductor wafer manufacturing facility in Malta, New York, where he led operations, process development, and the expansion and ramp-up of semiconductor manufacturing production. Dr. Caulfield has an extensive career spanning engineering, executive management and global operational leadership with leading technology companies. Prior to joining GF, Dr. Caulfield served as President and Chief Operations Officer at Soraa from May 2012 to May 2014, a leading developer of GaN on GaNTM (gallium nitride on gallium nitride) solid-state lighting technology. Before Soraa, Dr. Caulfield served as President and COO of Ausra from 2009 to 2010, a leading provider of large-scale concentrated solar power solutions for electrical power generation and industrial steam production. Prior to leading at Ausra, Dr. Caulfield served as Executive Vice President of Sales, Marketing and Customer Service at Novellus Systems, Inc. Before that, Dr. Caulfield spent 17 years at IBM in a variety of senior leadership roles, ultimately serving as Vice President of 300mm semiconductor operations for IBM’s Microelectronics division, leading its wafer fabrication and R&D operations in East Fishkill, New York. He has served as a member of the board of directors of Sandisk Corporation since February 2025 (following Sandisk’s spinoff from Western Digital) and was a Trustee for Union College from 2018 to 2024. Previously, he served as a board member of Western Digital Corporation from 2021 to February 2025. Dr. Caulfield earned a Bachelor of Science in Physics from St. Lawrence University before entering Columbia University’s Fu Foundation School of Engineering and Applied Science, where he earned both his Bachelor and Master of Science in Materials Science and Engineering as well as a Doctorate in Materials Science and Engineering. Dr. Caulfield was also a postdoctoral fellow at Columbia’s Engineering Center for Strategic Materials.

Tim Breen is the CEO of GF and was elected to the Board of Directors in January 2018. Please see “Item 6. Directors, Senior Management and Employees – A. Directors and Senior Management—Executive Officers” for a description of Mr. Breen’s business experience.

Marc Antaki was elected to the Board of Directors in April 2025. Mr. Antaki is currently the Deputy Chief Strategy and Risk Officer at Mubadala Investment Company, a role he has held since May 2024. With more than two decades of experience in various industries and global markets, he plays a pivotal role in shaping and advancing Mubadala’s long-term investment strategies and corporate development. Mr. Antaki leads the Strategy unit, which is responsible for macro and thematic research, portfolio strategy and asset allocation, and enterprise strategy. He also oversees the Enterprise Risk Management unit, ensuring robust frameworks are in place to identify, assess, and manage risk across the organization. From 2017 to 2024, Mr. Antaki served as Head of Portfolio Strategy, where he led the development of firm-wide allocation strategies, integrating macroeconomic insights with portfolio-level decision-making, as well as the design and implementation of large-scale corporate transformations. He joined the Portfolio Strategy unit in 2012, following his initial role in Mubadala in 2008, where he led investment and asset management in the logistics and transportation sector—defining strategies and managing key investments in that space. He holds a Master’s degree in Manufacturing Management from McGill University. Mr. Antaki is an independent, non-executive director pursuant to applicable Nasdaq rules.

Glenda Dorchak was elected to the Board of Directors in June 2019. Ms. Dorchak spent over thirty years in operational leadership roles in the technology industry, most recently as Executive Vice President and General Manager of Global Business with Spansion, Inc., a flash memory manufacturer. She started her career with 20 years at IBM where she held a range of operating roles including General Manager PC Direct. She later moved to e-retailer Value America where she was part of the IPO team eventually becoming Chairman and Chief Executive Officer. Ms. Dorchak subsequently joined Intel Corp. as Vice President and COO of Intel Communications Group, then went on to serve as Vice President and General Manager, Broadband Products Group and later, Vice President and General Manager, Consumer Electronics Group. After Intel, Ms. Dorchak was Chairperson and Chief Executive Officer of Intrinsyc Software and Vice Chairman and Chief Executive Officer of VirtualLogix. Ms. Dorchak currently does advisory and board work and serves as a member of the board of directors at Cerebras Systems, a private company. Ms. Dorchak has been nominated to serve on the board of directors of Xanadu Quantum Technologies Limited, subject to and effective upon the closing of the business combination of Crane Harbor Acquisition Corp. and Xanadu Quantum Technologies Inc., which is expected to occur in March 2026. Previously, she served as a member of the board of directors of ANSYS, Inc. from 2018 to 2025, Wolfspeed Inc. from 2020 to 2025, Mellanox Technologies from 2009 to 2020, Viavi Solutions from 2019 to 2021 and Quantenna Communications from 2018 to 2019. Ms. Dorchak is an independent, non-executive director pursuant to applicable Nasdaq rules.

Martin L. Edelman was elected to the Board of Directors in February 2017. Mr. Edelman has served as General Counsel of G42, an artificial intelligence development company based in Abu Dhabi, since 2020 and as Of Counsel of Paul Hastings LLP since 2000. He is an advisor to Mubadala and is a partner at Fisher Brothers, a real estate partnership. Mr. Edelman has served as Executive Chairman at Manchester Life since 2012. He is also a director of Equity Commonwealth (in liquidation), Aldar REIT and several private companies affiliated with G42, Fisher Brothers and City Football Group. In addition, Mr. Edelman serves on the boards of various nongovernmental organizations. He has more than 50 years of experience and concentrates his practice on real estate, technology, corporate mergers and international transactions. Mr.

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Edelman holds a Bachelor of Arts degree from Princeton University and a law degree from Columbia Law School. Mr. Edelman is an independent, non-executive director pursuant to applicable Nasdaq rules.

Samer Halawa was elected to the Board of Directors in February 2026. Mr. Halawa has served as Chief Legal Officer of Mubadala Investment Company since 2002, where he oversees the company’s global legal, governance, tax and regulatory affairs. He also serves as board Secretary at Mubadala Investment Company. Before joining Mubadala, Mr. Halawa led the Corporate and Commercial Law practice at Habib Al Mulla & Co. in Dubai. In that role, he advised on a broad range of international and domestic corporate and commercial matters, with a particular focus on cross‑border mergers and acquisitions. Mr. Halawa sits on the boards of Mubadala Capital and the Abu Dhabi Investment Council. He holds a law degree from the Faculty of Law at Jordan University and is a member of the Jordanian Bar Association. Mr. Halawa is an independent, non-executive director pursuant to applicable Nasdaq rules.

David Kerko was elected to the Board of Directors in January 2018. Mr. Kerko has served as Head of North America Private Equity at Elliott Investment Management L.P. since 2021. Prior to joining Elliott, Mr. Kerko was an advisor, member and co-head of the Technology Group at Kohlberg Kravis Roberts & Co. Inc. (“KKR”). Prior to joining KKR, he worked for Gleacher NatWest Inc. on mergers and acquisition transactions and financing. Mr. Kerko is currently a member of the Board of directors of Cubic Corporation, Nielsen and Cloud Software Group. Mr. Kerko holds a Bachelor of Science degree and a Bachelor of Science in Engineering degree, summa cum laude, from the University of Pennsylvania. Mr. Kerko is an independent, non-executive director pursuant to applicable Nasdaq rules and serves as Lead Independent Director.

Camilla Languille was elected to the Board of Directors in September 2024. Ms. Languille is currently co-Chief Executive Officer of Mubadala Investment Company’s Private Equity platform, which executes global direct investments in buyout and growth equity and actively manages a portfolio targeting growth-oriented companies across a range of sectors, including healthcare, consumer, technology, financial services, industrial and business services, and energy and sustainability. Prior to that, she served as Mubadala Investment Company’s Head of Healthcare from 2018 to 2024, where she was responsible for executing investments in several healthcare companies and built a global investments team, and as Senior Vice President, Technology of Mubadala Investment Company from 2016 to 2018, where she was responsible for managing its semiconductor portfolio. Prior to joining Mubadala, Ms. Languille previously worked in M&A for Daiwa Capital and Société Générale based in Paris, as well as in investments for Virgin Group in London, where she managed the Special Situations portfolio and helped to launch Virgin Healthcare. She began her career in Healthcare M&A for JPMorgan in New York and London. Ms. Languille also currently serves as a member of the board of directors of the Abu Dhabi Investment Council, Evotec SE and Nord Anglia Education. Ms. Languille holds a Bachelor's degree in Economics and Political Science from Columbia University. Ms. Languille is an independent, non-executive director pursuant to applicable Nasdaq rules.

Jack Lazar was elected to the Board of Directors in July 2021. Mr. Lazar is currently the CEO of Razal Ventures. He has spent over thirty years in operational and finance leadership roles at technology companies across multiple industries, most recently as Chief Financial Officer of GoPro, Inc., which he helped to take public in 2014. Prior to GoPro, Mr. Lazar served as Senior Vice President of Corporate Development and General Manager of Qualcomm Atheros, Inc. From 2003 until the time in which it was acquired by Qualcomm in 2011, he served in a variety of leadership roles at Atheros Communications, Inc., most recently as Chief Financial Officer and Senior Vice President of Corporate Development. In 2004, Mr. Lazar was part of the team that took Atheros public. He also served in leadership roles at NetRatings, Apptitude, and Electronics for Imaging, Inc. Mr. Lazar currently serves as a member of the board of directors of several publicly traded companies including Astera Labs, Box, and Resideo Technologies. Previously, he served as a member of the board of directors of Silicon Labs from 2013 to 2022, Mellanox Technologies from 2018 to 2020 and Quantenna Communications from 2016 to 2019. Mr. Lazar holds a Bachelor of Science in Commerce degree with an emphasis in Accounting from Santa Clara University and is a certified public accountant (inactive). Mr. Lazar is an independent, non-executive director pursuant to applicable Nasdaq rules.

Ganesh Moorthy was elected to the Board of Directors in January 2026. Mr. Moorthy served as CEO, president and board member at Microchip Technology until his retirement in November 2024. He was appointed president and CEO in March 2021 and joined Microchip’s Board of Directors in January 2021. Mr. Moorthy joined Microchip in 2001 holding various roles of increasing responsibility, including senior leadership roles such as executive vice president, COO beginning in 2009 and president beginning in 2016. Earlier in his career, Mr. Moorthy spent 19 years at Intel in engineering and executive leadership positions. Mr. Moorthy currently serves as Chair of the Board of Ralliant, a global precision technologies company. He also serves on the boards of Celanese, SiTime, and Ayar Labs, and previously served for more than a decade on the board of Rogers. He holds a Master of Business Administration degree in Marketing from National University in Sacramento, a Bachelor of Science in Electrical Engineering from the University of Washington and a Bachelor of Science in Physics from the University of Bombay.

Elissa Murphy was elected to the Board of Directors in September 2021. Ms. Murphy is a former Senior Vice President at Cisco Systems, Inc., serving from 2023 to 2025. Prior to Cisco, she served as a Vice President of Engineering at Google, Inc. from 2016 to 2023. Before Google, she was the Chief Technology Officer and Executive Vice President of Cloud Platforms at GoDaddy from 2013 to 2016. Ms. Murphy previously served as Vice President of Engineering at Yahoo! from late 2010 to 2013, where she oversaw the world’s largest private Hadoop cluster, a technology essential to massive-scale computing that is the basis of big data today. Prior to her time at Yahoo!, Ms. Murphy spent 13 years at Microsoft in various engineering positions including part of the original team responsible for Microsoft’s shift to the cloud, which led to the creation of Azure, and as a member of the High Performance Computing team. Ms. Murphy began her technology career

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designing and building many of the best-selling computer security and system utilities with 5th Generation Systems, Quarterdeck and the Norton Group, a division at Symantec responsible for Norton Antivirus and other Norton products. Previously, Ms. Murphy served on the board of directors of Inphi from 2015 to 2021. Ms. Murphy brings expertise in global-scale platforms, AI/ML, big data, distributed systems, and security. Ms. Murphy is an independent, non-executive director pursuant to applicable Nasdaq rules.

Carlos Obeid was elected to the Board of Directors in January 2012. Mr. Obeid is currently the Chief Financial Officer of Mubadala Investment Company, a position he has held since 2004, with oversight of its commercial functions including treasury, investor relations, financial planning, business performance, financial governance and reporting. Before joining Mubadala, Mr. Obeid worked with the United Arab Emirates Offset Program Bureau where he led a wide range of initiatives including privatization, utilities and financial services. He is a member of the board of directors of Mubadala Capital LLC, Abu Dhabi Commercial Bank PJSC and Abu Dhabi Investment Council. Mr. Obeid holds a Bachelor of Science in Electrical Engineering degree from American University of Beirut, Lebanon, and a Master of Business Administration degree from INSEAD in Fontainebleau, France. Mr. Obeid is an independent, non-executive director pursuant to applicable Nasdaq rules.

Dr. Bobby Yerramilli-Rao was elected to the Board of Directors in March 2022. Dr. Yerramilli-Rao has served as Chief Strategy Officer and Corporate Vice President, Corporate Strategy at Microsoft Corporation since 2020. Prior to Microsoft, he was Co-founder and Managing Partner of Fusion Global Capital, from 2011 to 2020. Dr. Yerramilli-Rao previously served as Corporate Strategy Director and Internet Services Director of Vodafone, from 2006 to 2010, where he was responsible for strategy and acquisitions related to digital services, serving on the company’s Investment Committee. Prior to his time at Vodafone, Dr. Yerramilli-Rao spent more than a decade at McKinsey, having been elected Partner in 2000. He helped co-lead the telecom, media and technology practice. Dr. Yerramilli-Rao currently serves on the board of directors of Genome Therapeutics Ltd,. He holds a Master of Arts degree in Electrical Engineering from the University of Cambridge and a Doctorate in Robotics from the University of Oxford. Dr. Yerramilli-Rao is an independent, non-executive director pursuant to applicable Nasdaq rules.

For information on the role of the Shareholder’s Agreement and the Memorandum and Articles of Association in leadership selection, see “Item 6. Directors, Senior Management and Employees – C. Board Practices – Composition of our Board of Directors.”

B.Compensation

Under Cayman Islands law, we are not required to disclose compensation paid to our directors and executive officers on an individual basis and we have not otherwise publicly disclosed this information elsewhere.

Executive Compensation Philosophy

Our executive compensation programs are designed to attract, motivate, reward and retain the high-caliber executives necessary to accomplish our strategy. GF’s compensation philosophy includes the following key design principles:

•Align with shareholder interest;

•Strong link between pay and performance; and

•Motivate our talent to achieve short-term and long-term goals that lead to sustainable long-term shareholder value creation.

Our executive officers receive fixed and variable compensation. They also receive benefits in-line with market practice and with the benefits extended to our broad-based employee population.

Certain of our executive officers are entitled to certain benefits upon termination, including a cash severance payment if we terminate their employment without cause.

Base Salary

The fixed component of compensation consists of base salary. This provides a fixed source of income and acts as the foundation for other pay components. The base salary is reflective of the executive role, responsibility, and individual performance, and it is designed to be market-competitive at the median of our peer group and industry and attract and retain critical talent. We review base salaries annually, and make adjustments as appropriate based on market, performance and any change in responsibility.

Variable Incentive Programs

In 2025, the variable pay elements of our executive officers’ compensation consisted of an annual incentive program (“AIP”) and awards of performance stock units (“PSUs”) and restricted stock units (“RSUs”) under our 2021 Equity Compensation Plan.

Aggregate Compensation

For the year ended December 31, 2025, the aggregate compensation paid by us and our subsidiaries for our directors and executive officers for services in all capacities to us and our subsidiaries was $68.2 million which includes both benefits paid in kind and compensation, as well as grants of, in the aggregate, 0.7 million RSUs and 0.7 million PSUs, pursuant to the

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terms and conditions of our 2021 Equity Compensation Plan. RSUs and PSUs vest as set forth in “2021 Equity Compensation Plan” below.

Of the amounts above, for the year ended December 31, 2025, $0.2 million was set aside or accrued by us or our subsidiaries to provide defined contribution retirement benefits or similar benefits to our directors and executive officers.

Annual Incentive Program

The AIP is a short-term annual cash incentive that incentivizes and rewards our executive officers for achieving critical company financial and operational goals, as well as individual goals. Each of our executives has an AIP target opportunity, set as a percentage of their base salary, which is reviewed annually to assure that both our performance and pay opportunities are aligned with competitive practices and that our rewards are reflective of Company and individual performance.

In 2025, our executive officers’ awards under the AIP were determined as follows:

•Financial and operational performance: 100% for all executives.;

•OKRs (Objectives and Key Results) Individual Modifier (0% - 150%) Based on the discretion of the Board, People and Compensation Committee or CEO, as appropriate, including but not limited to OKR performance, considerations of leadership, employee engagement, collaboration, business process improvement, strategic contributions and business context.

Long-term Incentive Programs

Our GlobalFoundries 2018 Share Incentive Plan (the “2018 Plan”) and the GlobalFoundries 2021 Equity Compensation Plan (the “2021 Plan”), which together make up our long-term incentive plans (“Long-Term Incentive Plans”) enable our executives and other high performing and high potential participants to share in the value creation of the Company as we execute our business plan and deliver returns to our shareholders. Our Long-Term Incentive Plans are administered by the People and Compensation Committee, which was delegated authority to administer these plans by our Board of Directors.

Our Long-term Incentive Plans consist of non-qualified share options, RSUs and PSUs for eligible participants.

In 2025, our executive officers received a combination of PSU and RSU awards as follows:

•70% PSU and 30% RSU for our CEO; and

•60% PSU and 40% RSU for other executive officers

◦The final number of PSUs will range from 0% to 150% of the PSUs granted, based on achievement of performance targets related to revenue and adjusted free cash flow as a percentage of revenue and absolute total shareholder return (“TSR”), and will vest after three years, subject to continued employment through the end of the performance period.

◦RSUs will generally vest in three annual installments, with 33.33% vesting on each one-year anniversary of the vesting commencement date subject to the employee’s continued employment with the Company.

Additional information on our Long-Term Incentive Programs are as follows:

2018 Plan

Awards under the 2018 Plan may be granted in the form of options, share awards, or share unit awards.

Participants in the 2018 Plan typically received a one-time grant upon hire or promotion into an eligible role. The majority of options granted in 2019 vest over five years, with 20% of the options vesting on the later of December 31 of the first of five years following the grant date and the six-month anniversary of the consummation of our IPO, subject to continued employment through the applicable vesting date (with limited exceptions for certain qualifying terminations). Generally, awards of options granted in 2020 or later vest over four years, with 25% of the options vesting on the later of December 31 of the first of four years following the grant date and the six-month anniversary of the consummation of our IPO, subject to continued employment through the applicable vesting date (with limited exceptions for certain qualifying terminations). Options held by U.S. taxpayers that vested on the six-month anniversary of our IPO were exercisable for a period commencing on the vesting date and ending on December 2, 2022. Any outstanding in the money exercisable options not exercised as of December 2, 2022, were automatically exercised on that date. All other outstanding options held by U.S. taxpayers will become exercisable for a period commencing on January 1 of the year following the year in which such options vest and ending on a fixed date in such year, with any outstanding exercisable options not exercised as of the end of such period being automatically exercised as of a fixed date in that year. Options held by non-U.S. taxpayers will become exercisable on the date such options vest and will remain exercisable, pursuant to normal option exercise procedures under the terms and conditions of the 2018 Plan for the duration of the term of the option, with any outstanding exercisable options not exercised before the expiration of such options in accordance with their terms being automatically exercised as of the expiration date of the options by means of “net exercise” in order to satisfy the exercise price and applicable taxes due in respect of such options.

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Awards of RSUs vest over four years, with 25% of the share units vesting on each of the four anniversaries of the earlier of the grant date or the participant’s hire or promotion date, subject to continued employment through the applicable vesting date (with limited exceptions for certain qualifying terminations). Certain RSU grants made to certain current and former non-employee members of our Board of Directors in connection with our IPO generally vest over three years, with 33% of the share units vesting on the first three anniversaries of the grant date, subject to their continued provision of services (whether as a non-employee director or otherwise) to the Company through the applicable vesting date.

Under the 2018 Plan, as of December 31, 2025, there are 0.3 million options to buy ordinary shares and 0 RSU awards to our employees outstanding. As of December 31, 2025, we do not expect to issue any new awards under the 2018 Plan.

In addition, under the 2018 Plan there are 3.6 million ordinary shares that remain available for grant. No awards may be granted under the 2018 Equity Plan after our Board of Directors terminates the 2018 Equity Plan or ten years from its effective date, whichever is earlier.

2021 Plan

In connection with our IPO, our Board of Directors adopted, and Mubadala approved, the 2021 Plan. The 2021 Plan provides for the issuance of incentive share options, non-qualified share options, share awards, share units, share appreciation rights, and other share-based awards.

In 2025, the Company granted RSUs and PSUs under the 2021 Plan. The RSUs have a time-based vesting requirement, which provides that the RSUs will generally vest in three annual installments, with 33.33% vesting on each anniversary of the vesting commencement date subject to the employee’s continued employment with the Company. The Company may make awards with different vesting conditions to help the Company achieve its talent strategy. The PSUs vest subject to achievement of performance targets based on revenue and adjusted free cash flow as a percentage of revenue and absolute TSR, over a 3-year performance period with targets set for each year annually, subject to the grantee remaining employed by the Company through the end of the applicable performance period. Final payout is based on the performance scores over the 3-year performance period.

As of December 31, 2025, there are 8.7 million RSUs and 3.0 million PSUs outstanding under the 2021 Plan. In addition, as of December 31, 2025, there are 12.0 million ordinary shares that remain available for grant under the 2021 Plan.

Employee Stock Purchase Plan

In connection with, and prior to the consummation of the Company's IPO in 2021, the Company's Board of Directors adopted the GLOBALFOUNDRIES Inc. 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP is administered by the Company's Board of Directors or, as applicable, its delegate (the “ESPP Administrator”).

The ESPP provides eligible employees with an opportunity to purchase ordinary shares of the Company through payroll deduction of up to 10% of their eligible compensation. A participant may purchase a maximum of 2,500 ordinary shares during a purchase period. Amounts deducted and accumulated by the participant are used to purchase ordinary shares at the end of each six-month purchase period. Participants in the ESPP receive a one-time grant of 50 RSUs upon first time enrollment in the ESPP. The Company matches 20% of each employee’s contribution on an after-tax basis.

Subject to certain equitable adjustments in connection with certain events affecting the outstanding ordinary shares reserved for issuance as awards, the maximum aggregate number of our ordinary shares that may be issued or transferred under the ESPP with respect to awards is 7.5 million ordinary shares; provided that the share reserve under the ESPP will, unless otherwise determined by our Board of Directors, automatically increase on January 1 of each year for 8 years commencing on January 1, 2023 and ending on (and including) January 1, 2031 in an amount equal to 0.25% of the total number of ordinary shares outstanding on December 31 of the preceding year. In no event will the number of ordinary shares that may be issued or transferred pursuant to rights granted under the ESPP exceed 18.8 million shares, in the aggregate, subject to the adjustments described above.

As of December 31, 2025, the Company has issued 2.6 million shares under this plan reflecting employees’ contribution and the 20% Company match.

C.Board Practices

Composition of our Board of Directors

Our Board of Directors currently consists of thirteen members, all of whom were elected pursuant to our Memorandum and Articles of Association. The Board is divided into three classes designated as Class I, Class II and Class III, with the members of each class each serving staggered, three-year terms. The terms of our Class I directors will expire at the 2028 annual general meeting of shareholders; the terms of our Class II directors will expire at the 2026 annual meeting of shareholders; and the terms of our Class III directors will expire at the 2027 annual meeting of shareholders. At the expiration of the respective terms of the Class I, Class II and Class III directors, new Class I, Class II and Class III directors will be elected to serve for a full term of the three years respectively.

Dr. Thomas Caulfield, Camilla Languille, Tim Breen and Glenda Dorchak serve as Class I directors (with terms expiring in 2028). Martin L. Edelman, David Kerko, Jack Lazar and Carlos Obeid serve as Class II directors (with terms expiring in

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2026). Marc Antaki, Samer Halawa, Ganesh Moorthy, Elissa E. Murphy and Dr. Bobby Yerramilli-Rao serve as Class III directors (with terms expiring in 2027).

In selecting Board members, our Nominating and Governance Committee and Board of Directors consider a broad range of factors relating to the qualifications and background of nominees. Our Nominating and Governance Committee’s and Board of Directors’ priority in selecting Board members is identification of persons who will further the interests of our shareholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among Board members, knowledge of our business, understanding of the competitive landscape and professional and personal experiences and expertise relevant to our growth strategy. Under a shareholder’s agreement entered into with Mubadala through two of its subsidiaries holding our ordinary shares, Mubadala Technology Investment Company (“MTIC”) and MTI International Investment Company LLC (“MTIIIC”) (the “Shareholder’s Agreement”) prior to the consummation of our IPO in 2021, we agreed to nominate for election to our Board of Directors a certain number of designees selected by Mubadala. See “Item 7. Major Shareholders and Related Party Transactions – B. Related Party Transactions – Mubadala – Shareholder’s Agreement.”

There is no Cayman Islands law requirement that a director must hold office for a certain term and stand for re-election unless the resolutions appointing the director impose a term on the appointment. We do not have any age limit requirements relating to our director’s term of office.

The Shareholder’s Agreement provides that, for so long as MTIC, MTIIIC and certain of their affiliates (the “Mubadala Entities”), in the aggregate, beneficially own 50% or more of the ordinary shares held by the Mubadala Entities upon consummation of our IPO, MTIC will be entitled to nominate a number of designees (the “Mubadala Designees”) to our Board of Directors representing a majority of our directors. MTIC has designated the following directors as Mubadala Designees as of the date of this Annual Report: Marc Antaki, Martin L. Edelman, Samer Halawa, Camilla Languille, and Carlos Obeid. By making such designation, MTIC retains the right to appoint any additional Mubadala Designees in accordance with the Shareholder’s Agreement and the Memorandum and Articles of Association.

Our Memorandum and Articles of Association also provide that our directors may only be removed for cause by an affirmative vote of 75% of our shareholders, provided that (1) a Mubadala Designee may only be removed with or without cause by MTIC, and (2) as long as the Mubadala Entities beneficially own in the aggregate at least 50% of our outstanding ordinary shares, directors other than Mubadala Designees may be removed with or without cause by a majority of shareholders. Any vacancy resulting from an enlargement of our Board of Directors (which shall not exceed any maximum number stated in our Memorandum and Articles of Association), may be filled by ordinary resolution or by vote of a majority of our directors then in office; provided that any vacancy with respect to a Mubadala Designee may only be filled by a decision of majority of the Mubadala Designees then in office, or if there are none, by MTIC.

Board’s Role in Risk Oversight

Our Board of Directors oversees the management of risks inherent in the operation of our business and the implementation of our business strategies. Our Board of Directors performs this oversight role by using several different levels of review. In connection with its reviews of our operations and corporate functions, our Board of Directors addresses the primary risks associated with those operations and corporate functions. In addition, our Board of Directors reviews the risks associated with our business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies.

Each of our Board committees also oversees the management of our risk that falls within the committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. Our Chief Financial Officer provides reports to the Audit Committee and is responsible for identifying, evaluating and implementing risk management controls and methodologies to address any identified risks. In connection with its risk management role, our Audit Committee meets privately with representatives from our independent registered public accounting firm and our Chief Financial Officer. The Audit Committee oversees the operation of our risk management program, including the identification of the primary risks associated with our business and periodic updates to such risks, and reports to our Board of Directors regarding these activities.

The Board met eight times in 2025. From the time each director became a member of the Board, attendance or participation at Board meetings in 2025 was 97%.

Board Committees

Our Board of Directors has established an Audit Committee, a People and Compensation Committee, a Strategy and Investment Committee (formerly the Strategy and Technology Committee) and a Nominating and Governance Committee, each of which operates pursuant to a separate charter adopted by our Board of Directors.

Audit, Risk and Compliance Committee

Jack Lazar, Glenda Dorchak, Ganesh Moorthy and Elissa E. Murphy currently serve on the Audit Committee, which is chaired by Mr. Lazar. Our Board of Directors has determined that each member of the Committee is “independent” for Audit Committee purposes as that term is defined in the rules of the SEC and the applicable rules of Nasdaq. The Audit Committee’s responsibilities include:

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•appointing our independent registered public accounting firm, and approving the audit and permitted non-audit services to be provided by our independent registered public accounting firm;

•evaluating the performance and independence of our independent registered public accounting firm;

•monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements or accounting matters;

•reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures;

•reviewing disclosure controls and procedures, including reporting processes and controls for disclosure relating to cybersecurity, privacy, artificial intelligence, IT and security controls and risks;

•establishing and overseeing procedures for the receipt, retention and treatment of accounting-related complaints and concerns;

•reviewing and discussing with the independent registered public accounting firm the results of our year-end audit, and recommending to our Board of Directors, based upon such review and discussions, whether our financial statements shall be included in our Annual Report on Form 20-F;

•reviewing all related party transactions for potential conflict of interest situations, approving all such transactions and overseeing the Company’s director conflict of interest policy;

•overseeing the Company’s sustainability programs and periodically reporting to the Board of Directors;

•reviewing with management cybersecurity, privacy, artificial intelligence, and IT risks, including the initiatives, action plans and programs to manage such risks; and

•overseeing and reviewing major corporate risks and periodically reporting to the Board of Directors.

We have one financial expert as of the date hereof. Our Board of Directors has determined that Jack Lazar qualifies as an “audit committee financial expert” as defined in SEC rules and satisfies the financial sophistication requirements of the Nasdaq.

The Audit Committee met 10 times in 2025. From the time each director became a member of the committee, attendance or participation at Audit Committee meetings in 2025 was 93%.

People and Compensation Committee

David Kerko, Marc Antaki, Elissa Murphy and Ganesh Moorthy currently serve on the People and Compensation Committee, which is chaired by Mr. Kerko. The People and Compensation Committee’s responsibilities include:

•establishing and reviewing the goals and objectives of our executive compensation plans and Compensation Recoupment Policy;

•establishing the goals and objectives relevant to Chief Executive Officer compensation, and making recommendations to our Board of Directors in evaluating our Chief Executive Officer’s performance in light of these goals and objectives;

•evaluating the performance of our executive officers in light of the goals and objectives of our executive compensation plans and making recommendations to our Board of Directors with respect to the compensation of our executive officers, including our Chief Executive Officer;

•reviewing the level and form of director compensation and recommend changes to the Board of Directors for consideration and approval;

•making recommendations to our Board of Directors with respect to improvement of existing, or adoption of new, employee compensation plans and programs; and

•retaining and approving executive compensation advisors and other advisors advising the People and Compensation Committee.

The People and Compensation Committee met five times in 2025. Ms. Languille resigned from the People and Compensation Committee. Mr. Antaki was elected to the People and Compensation Committee effective. From the time each director became a member of the committee, attendance or participation at People and Compensation Committee meetings in 2025 was 100%.

Strategy and Investment Committee

Dr. Bobby Yerramilli-Rao, Tim Breen, Dr. Thomas Caulfield, Samer Halawa, David Kerko, and Camilla Languille, currently serve on the Strategy and Investment Committee, which is chaired by Dr. Yerramilli-Rao. The Strategy and Investment Committee’s responsibilities include:

•assisting our Board of Directors in its oversight responsibilities relating to matters of strategy, mergers and acquisitions and non-traditional investment;

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•providing guidance to our Board of Directors on long-range strategy and business plans;

•reviewing with management the Company’s acquisition, divestiture and investment strategies; and

•assisting the Board of Directors in reviewing significant acquisitions, divestitures, investments, joint ventures, partnerships, and other strategic agreements.

The Strategy and Investment Committee (then known as the Strategy and Technology Committee) met four times in 2025. From the time each director became a member of the committee, attendance or participation at Strategy and Technology Committee meetings in 2025 was 95%.

Nominating and Governance Committee

Glenda Dorchak, Dr. Thomas Caulfield, Martin L. Edelman, and Camilla Languille currently serve on the Nominating and Governance Committee, which is chaired by Ms. Dorchak. The Nominating and Governance Committee’s responsibilities include:

•assisting our Board of Directors in identifying prospective director nominees and recommending nominees for election by the shareholders or appointment by our Board of Directors;

•reviewing and assessing the adequacy of our corporate governance guidelines and recommending proposed changes to our Board of Directors; and

•overseeing the evaluation of our Board of Directors and succession planning for the CEO role.

The Nominating and Governance Committee met four times in 2025. From the time each director became a member of the committee, attendance or participation at Nominating and Governance Committee meetings in 2025 was 100%.

D.Employees

We have a highly skilled employee base and as of December 31, 2025, we employed approximately 14,000 employees primarily located at our manufacturing sites. As of December 31, 2025, approximately 34% of our employees were located in North America, approximately 22% in EMEA, and approximately 42% in APAC. We also engage temporary employees and consultants. Overall, we believe we have good relations with our employees. As of December 31, 2025, approximately 70% of our employees were engineers or technicians.

E.Share Ownership

Refer to “Item 7. Major Shareholders and Related Party Transactions” below for information on share ownership.

See “Item 6. Directors, Senior Management and Employees – B. Compensation” for information on our arrangements for involving employees in the capital of the Company.

F.     Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Not applicable.

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ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.Major Shareholders

The following table sets forth certain information with respect to the beneficial ownership of our ordinary shares as of December 31, 2025 for (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of ordinary shares and (ii) all of our directors and executive officers as a group. Our majority shareholder, Mubadala, does not have different voting rights from those of other shareholders. As discussed below, prior to the consummation of our IPO in 2021, we entered into a Shareholder’s Agreement with Mubadala through two of its subsidiaries.

*    Represents beneficial ownership of less than 1% of our issued and outstanding ordinary shares.

(1)    According to report on Schedule 13G, Amendment No. 3, filed with the SEC on February 5, 2026, by FMR LLC, on behalf of itself and Abigail P. Johnson.

B. Related Party Transactions

Secondments

In November 2023, we entered into a secondment agreement with Mubadala that described the terms of Tim Breen’s secondment to GF in his role as COO, including GF’s reimbursement obligations to an affiliate of Mubadala for Mr. Breen’s compensation beginning 2024. In 2024, we incurred expenses of approximately $4.3 million in consideration of the services provided by Mr. Breen and other Mubadala secondees in 2023 (pursuant to prior secondment arrangements) and by Mr. Breen in 2024. Mr. Breen’s secondment terminated on December 31, 2024 and as of January 1, 2025, he became an employee of GF.

The Company entered into a Consulting Services Agreement, dated January 1, 2024, with Mamoura Holdings (US) LLC (“Mamoura”), an affiliate of Mubadala, (as amended as of January 28, 2025, the “Consulting Services Agreement”). Under the terms of the Consulting Services Agreement, Mamoura, itself or through affiliates, will provide services including strategic planning and execution support, operational process optimization, talent acquisition and management, supply chain and logistics optimization, cost efficiency improvement support, and analysis of M&A and corporate development opportunities. The Company incurred expenses of $1 million for such services in 2025 and the Consulting Services Agreement was terminated in May 2025. For further discussion of related party transactions with Mubadala, see Note 28. Related Party Disclosures.

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Shareholder’s Agreement

Prior to the consummation of our IPO in 2021, we entered into the Shareholder’s Agreement with Mubadala through two of its subsidiaries holding our ordinary shares, MTIC and MTIIIC. The Shareholder’s Agreement provides that, for so long as the Mubadala Entities, in the aggregate, beneficially own 50% or more of the ordinary shares held by the Mubadala Entities, MTIC is entitled to nominate a number of Mubadala Designees to our Board of Directors representing a majority of our directors. The Shareholder’s Agreement specifies how such nomination rights decrease as the Mubadala Entities’ beneficial ownership of our ordinary shares decreases. Specifically, for so long as the Mubadala Entities, in the aggregate, beneficially own (i) 40% or more, but less than 50%, (ii) 30% or more, but less than 40%, (iii) 20% or more, but less than 30%, and (iv) 5% or more, but less than 20%, of the ordinary shares held by the Mubadala Entities, MTIC shall be entitled to Mubadala Designees on our Board of Directors representing at least 50%, 40%, 30% and 20%, respectively, of our directors. The Shareholder’s Agreement provides that for so long as MTIC is entitled to nominate at least 30% of our directors, the chairman of our Board of Directors shall be appointed by a majority vote of the Mubadala Designees directors.

The Shareholder’s Agreement specifies that, where there is a vacant Board position in respect of a Mubadala Designee director, such vacancy shall be filled only by a decision of a majority of the Mubadala Designee directors then in office or, if there are no such directors then in office, by MTIC. Additionally, we will include the Mubadala Designees on the slate that is included in our proxy statement relating to the appointment of directors of the class to which such persons belong and provide the highest level of support for the appointment of each such person as we provide to any other individual standing for appointment as a director.

The Shareholder’s Agreement also specifies that until such time as the Mubadala Entities no longer beneficially own at least 30% of our outstanding ordinary shares, we will not, nor will we permit our subsidiaries, to take certain significant actions specified therein without the prior consent of MTIC. These actions include:

• amendments or modifications to, or repealing of, (whether by merger, consolidation or otherwise) any provisions of our organizational documents in a manner that would adversely affect the Mubadala Entities beneficially owning outstanding ordinary shares;

• issuances of equity securities, subject to customary exceptions;

• acquisitions or dispositions in an amount exceeding $300 million in any single transaction or $500 million in any calendar year, other than pursuant to ordinary course transactions;

• mergers, consolidations, or other transactions that would involve a change of control of our company;

• incurring financial indebtedness in an amount exceeding $200 million, subject to certain exceptions;

• hiring or terminating our Chief Executive Officer, Chief Financial Officer or Chief Legal Officer or designating any replacement thereto;

• liquidation, dissolution or winding up of our company;

• any material change in the nature of the business of our company and our subsidiaries, taken as a whole; or

• changes to the size of our Board of Directors.

The Shareholder’s Agreement entitles the Mubadala Entities to certain information rights. The Mubadala Entities are permitted to share such disclosed information with other Mubadala Entities and their directors, officers, employees, consultants, advisers, and financing providers, provided that the recipient maintain the confidentiality of such disclosed information.

We will use our reasonable best efforts, if permitted by applicable law and regulation (including, in particular, our Audit Committee’s responsibilities under U.S. securities laws and regulations) and if in the best interests of the company, to select the same independent certified public accounting firm, or auditor, used by Mubadala (or an affiliate of such auditor) and to provide to Mubadala as much prior notice as reasonably practical of any change in our auditor until the first fiscal year end occurring after the date on which Mubadala and any entities owned by the Government of Abu Dhabi, together with their subsidiaries, no longer own in aggregate at least 25% of the voting power of our then outstanding securities. When selecting our auditor, we have agreed that we will give due consideration to the benefits arising to our company from the use of the same auditor as Mubadala (or an affiliate of such auditor).

The Shareholder’s Agreement is governed by Cayman Islands law and will terminate on the earlier to occur of (i) such time as the Mubadala Entities, in aggregate, cease to beneficially own 5% or more of our outstanding ordinary shares, and (ii) upon the delivery of a written notice by MTIC to us requesting its termination.

Certain of the provisions of the Shareholder’s Agreement have been included in our Memorandum and Articles of Association.

Registration Rights Agreement

Prior to the consummation of our IPO in 2021, we entered into a registration rights agreement with MTIC and MTIIIC, pursuant to which those holders of ordinary shares are entitled to demand the registration of the sale of certain or all of our

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ordinary shares that they beneficially own (the “Registration Rights Agreement”). Among other things, under the terms of the Registration Rights Agreement:

• Each holder has an unlimited right, subject to certain conditions and exceptions, to request that we file registration statements with the SEC for one or more underwritten offerings of all or part of our ordinary shares that the holder beneficially owns, and we are required to cause any such registration statements (a) to be filed with the SEC as promptly as practicable and (b) to use commercially reasonable efforts to cause such registration statements to become effective as soon as reasonably practicable;

• If we propose to file certain types of registration statements under the Securities Act with respect to an offering of equity securities by us, we are required to use commercially reasonable efforts to offer the other parties to the Registration Rights Agreement, if any, the opportunity to register the sale of all or part of their shares on the terms and conditions set forth in the Registration Rights Agreement (customarily known as “piggyback rights”); and

• All expenses of registration under the Registration Rights Agreement, including the legal fees of one counsel retained by or on behalf of the holders, will be paid by us.

The registration rights granted in the Registration Rights Agreement are subject to customary restrictions such as minimum offering sizes, blackout periods and, if a registration is underwritten, any limitations on the number of shares to be included in the underwritten offering as reasonably advised by the managing underwriter. The rights of the holders under the Registration Rights Agreement are assignable to certain transferees of the holders’ ordinary shares. The Registration Rights Agreement also contains customary indemnification and contribution provisions. The Registration Rights Agreement is governed by New York law.

On May 22, 2024 the Company filed an automatic shelf registration statement on Form F-3ASR to register certain shares held by MTIC in accordance with the terms of the Registration Rights Agreement. On May 24, 2024, GF and MTIC closed an offering of 18.7 million ordinary shares of GF, held by MTIC (including through its subsidiaries).

SMP

Silicon Manufacturing Partners Pte Ltd. (“SMP”) was a joint venture between Avago Technologies International Sales Pte. Limited (“Avago Singapore”) and GLOBALFOUNDRIES Singapore Pte. Ltd. (“GlobalFoundries Singapore”). During 2022, Avago Singapore acquired 51% of the shares in the share capital of SMP from LSI Technology (Singapore) Pte. Ltd. (“LSI”) and the rights and obligations of LSI under the existing Joint Venture Agreement were novated to Avago Singapore. As of December 31, 2024, we held a 49% interest in SMP and managed all aspects of its manufacturing operations. On January 2, 2025, GlobalFoundries Singapore acquired the remaining 51% of the shares in the share capital of SMP from Avago Singapore, thereby making SMP a wholly-owned subsidiary of GlobalFoundries Singapore.

C.Interests of Experts and Counsel.

Not applicable.