GLOBALFOUNDRIES to issue 9,907,399 shares to U.S.

GLOBALFOUNDRIES Inc. (GFS) entered into a Securities Issuance Agreement on September 3, 2026 with the U.S. Department of Commerce (DOC).

Rhea-AI Filing Summary

GLOBALFOUNDRIES Inc. (GFS) entered into a Securities Issuance Agreement on September 3, 2026 with the U.S. Department of Commerce (DOC). Under this agreement, GLOBALFOUNDRIES will issue 9,907,399 ordinary shares, par value $0.02 per share, to the DOC at an issuance price of $37.85 per share.

The agreement includes transfer restrictions, such as a prohibition on privately negotiated transfers of these shares to any competitor of GLOBALFOUNDRIES, and voting restrictions under which any U.S. governmental entity holding voting shares issued under the agreement will not vote them except on limited matters, including those affecting the class of shares or merger and similar business combination transactions involving GLOBALFOUNDRIES. The DOC receives customary resale shelf registration rights, including a requirement for GLOBALFOUNDRIES to file a Shelf Registration Statement on Form F-3 or other appropriate form within six months of the agreement date, and piggyback registration rights. The information is incorporated by reference into GLOBALFOUNDRIES’ existing Registration Statement on Form F-3, File No. 333-294214.

Filing Explained

The filing describes a future 9,907,399-share issuance, which would dilute existing ownership when issued.

GF reports an agreement to issue 9,907,399 ordinary shares to the DOC at $37.85 per share; the filing describes the issuance as future, not completed, and it would dilute existing holders if issued.

The additional shares would increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes.

The filing says the full agreement is expected to be filed as an exhibit to GF’s Form 20-F for the year ending December 31, 2026, and that the current description is not complete.

Key Figures

Shares issued to DOC: 9,907,399 shares Issuance price per share: $37.85 per share Shelf registration filing deadline: Within 6 months +2 more

5 metrics

Shares issued to DOC 9,907,399 shares Ordinary shares to be issued under the Securities Issuance Agreement dated September 3, 2026

Issuance price per share $37.85 per share Price for each ordinary share issued to the U.S. Department of Commerce

Shelf registration filing deadline Within 6 months Timeframe to file Shelf Registration Statement on Form F-3 or other appropriate form after September 3, 2026

Form F-3 file number 333-294214 Registration Statement into which this Form 6-K information is incorporated by reference

Par value per share $0.02 per share Par value of GLOBALFOUNDRIES ordinary shares being issued

Key Terms

Securities Issuance Agreement, Shelf Registration Statement, piggyback registration rights, Form F-3, +1 more

5 terms

Securities Issuance Agreement financial

"entered into a Securities Issuance Agreement, dated as of September 3, 2026"

Shelf Registration Statement regulatory

"including an obligation to file a Shelf Registration Statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

piggyback registration rights regulatory

"and piggyback registration rights in favor of the DOC"

A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.

Form F-3 regulatory

"Shelf Registration Statement on Form F-3 (or other appropriate form)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

FAQ

What did GLOBALFOUNDRIES (GFS) announce in the September 2026 Form 6-K?

GLOBALFOUNDRIES entered into a Securities Issuance Agreement with the U.S. Department of Commerce on September 3, 2026, under which it will issue 9,907,399 ordinary shares at an issuance price of $37.85 per share, subject to transfer, voting, and registration terms.

How many GLOBALFOUNDRIES (GFS) shares are being issued to the U.S. Department of Commerce and at what price?

GLOBALFOUNDRIES will issue 9,907,399 ordinary shares to the U.S. Department of Commerce at an issuance price of $37.85 per share, according to the Securities Issuance Agreement dated September 3, 2026.

What transfer restrictions apply to the new GLOBALFOUNDRIES (GFS) shares issued to the DOC?

The agreement includes transfer restrictions, including a prohibition on privately negotiated transfers of the issued shares to any competitor of GLOBALFOUNDRIES, along with other limitations described in the agreement.

What voting restrictions apply to the GLOBALFOUNDRIES (GFS) shares held by U.S. governmental entities?

Any U.S. governmental entity holding voting shares issued under the agreement will not vote those shares except on certain matters affecting the applicable class of shares or on a merger, consolidation, or similar business combination involving GLOBALFOUNDRIES.

What registration rights does the U.S. Department of Commerce receive for its GLOBALFOUNDRIES (GFS) shares?

The DOC receives customary resale shelf registration rights, including an obligation for GLOBALFOUNDRIES to file a Shelf Registration Statement on Form F-3 within six months of the agreement date, plus piggyback registration rights.

How is this share issuance related to GLOBALFOUNDRIES’ existing Form F-3 shelf registration?

The information in this Form 6-K is incorporated by reference into GLOBALFOUNDRIES’ existing Registration Statement on Form F-3, File No. 333-294214, and its related prospectuses, as they may be amended.

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Available on EDGAR 09/08/2026 - 08:33 AM Accepted by SEC EDGAR 09/08/2026 - 08:31 AM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File Number 001-40974

GLOBALFOUNDRIES Inc.

400 Stonebreak Road Extension

Malta, NY 12020

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

    Form 20-F ☒  Form 40-F ☐    

Other Events

Securities Issuance Agreement

On September 3, 2026, GlobalFoundries Inc. ("GF") entered into a Securities Issuance Agreement, dated as of September 3, 2026 (the “Agreement”), with the U.S. Department of Commerce ("DOC"). Pursuant to the Agreement, GF will issue to the DOC 9,907,399 ordinary shares, par value $0.02 per share, of GF (the “Shares”), at an issuance price of $37.85 per share.

Among other things, the Agreement provides for transfer restrictions, including a prohibition on privately negotiated transfers to any competitor of GF; voting restrictions providing that any U.S. governmental entity owning any voting shares issued under the Agreement will not vote those shares except with respect to certain matters affecting the applicable class of shares or a merger, consolidation, or similar business combination involving GF; and customary resale shelf registration rights, including an obligation to file a Shelf Registration Statement on Form F-3 (or other appropriate form) within six months of the date of the Agreement, and piggyback registration rights in favor of the DOC.

The above description of the Agreement does not purport to be a complete summary of all the parties’ rights and obligations thereunder and is qualified in its entirety by reference to the full text thereof, a copy of which

is expected to be filed as an exhibit to the Company’s Annual Report on Form 20-F for the year ending December 31, 2026.

The information contained in this Form 6-K is incorporated by reference into the Company’s Registration Statement on Form F-3, File No. 333-294214, and related Prospectuses, as such Registration Statement and Prospectuses may be amended from time to time.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GLOBALFOUNDRIES Inc.

Date: September 8, 2026

By:

/s/ Saam Azar

Name:

Saam Azar

Title:

Chief Legal Officer