As filed with the Securities and Exchange Commission on September 11, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLOBALFOUNDRIES Inc.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 3674 | 98-0604079 | ||||||||||||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) | ||||||||||||
400 Stonebreak Road Extension
Malta, New York 12020
(518) 305-9013
(Address of principal executive offices, including zip code)
GlobalFoundries Inc. 2021 Equity Compensation Plan
GlobalFoundries Inc. 2021 Employee Stock Purchase Plan
(Full title of the plan)
Corporation Service Company
251 Little Falls Drive
Wilmington, DE 19808
(800) 927-9801
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Adam Fleisher, Esq. Michael J. Albano, Esq. Shuangjun Wang, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 (212) 225-2000 | ||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||||||||
| Emerging growth company | ☐ | |||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, GLOBALFOUNDRIES Inc., an exempted company incorporated in the Cayman Islands with limited liability (the “Registrant”), is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 13,901,262 ordinary shares of the Registrant, $0.02 par value per ordinary share, (the “Ordinary Shares”) issuable to eligible employees, non-employee directors, consultants, and advisors of the Registrant under the GlobalFoundries Inc. 2021 Equity Compensation Plan (the “Equity Compensation Plan”), which includes 10,376,868 additional Ordinary Shares that have been reserved for issuance pursuant to an annual “evergreen” increase provision of the Equity Compensation Plan providing for an automatic increase in the number of Ordinary Shares reserved for issuance under such plan and 3,524,394 Ordinary Shares previously issued or granted and subsequently forfeited or otherwise returned to the Registrant that have become available for issuance again under the Equity Compensation Plan in accordance with the share recycling provision of such plan; and (ii) 47,619 additional Ordinary Shares issuable to eligible employees of the Registrant and its affiliates under the GlobalFoundries Inc. 2021 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan” and, together with the Equity Compensation Plan, the “Plans”) pursuant to an annual “evergreen” provision of the Employee Stock Purchase Plan providing for an automatic increase in the number of Ordinary Shares reserved for issuance under such plan. The Registrant previously filed a registration statement on Form S-8 filed with the Commission on November 2, 2021 (Registration No. 333-260674) relating to the Ordinary Shares
issuable under the Plans, which is currently effective (the “Prior Registration Statement”). Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement relating to the Plans, including annual reports and other reports that the Registrant filed after the Prior Registration Statement to maintain current information about the Registrant, are incorporated herein by reference and made part of this Registration Statement, except to the extent supplemented, superseded or modified by the specific information set forth below and/or the specific exhibits attached hereto.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This Registration Statement incorporates by reference the documents listed below, as filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, any Report on Form 6-K of the Registrant hereafter furnished to the Commission pursuant to the Exchange Act shall be incorporated by reference into this Registration Statement if and to the extent provided in such document.
(a) The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2024, filed with the Commission on March 20, 2025 (File No. 001-40974).
(b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2024.
All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports and other documents. Except as provided in the last sentence of the first paragraph of the section of this Registration Statement entitled “Item 3. Incorporation of Documents by Reference”, nothing in this Registration Statement shall be deemed to incorporate any information provided in documents that is furnished (rather than filed) or is otherwise not deemed to be filed under applicable Commission rules.
Item 8. | Exhibits. | ||||
Exhibit Number | Description | ||||
| 4.1 | |||||
| 5.1* | |||||
| 23.1* | |||||
| 23.2* | |||||
| 23.3* | |||||
| 24.1* | |||||
| 99.1 | |||||
| 99.2 | |||||
| 107* | |||||
| * | Filed herewith. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Malta, New York, on September 11, 2025.
| GLOBALFOUNDRIES Inc. | ||||||||
| By: | /s/ John Hollister | |||||||
| Name: John Hollister | ||||||||
| Title: Chief Financial Officer | ||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mr. Tim Breen and Mr. John Hollister and each of them, individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, in connection with this Registration Statement on Form S-8 and any or all amendments, including post-effective amendments to the Registration Statement and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities set forth below on September 11, 2025.
| Signature | Title | |||||||
| /s/ Tim Breen | Chief Executive Officer and Director (director, principal executive officer and authorized representative in the United States) | |||||||
Name: Tim Breen | ||||||||
| /s/ John Hollister | Chief Financial Officer (principal financial officer) | |||||||
Name: John Hollister | ||||||||
| /s/ Greg Pedersen | Chief Accounting Officer (principal accounting officer) | |||||||
Name: Greg Pedersen | ||||||||
| /s/ Marc Antaki | Director | |||||||
Name: Marc Antaki | ||||||||
| /s/ Thomas Caulfield | Director | |||||||
Name: Dr. Thomas Caulfield | ||||||||
| /s/ Glenda Dorchak | Director | |||||||
Name: Glenda Dorchak | ||||||||
| /s/ Martin L. Edelman | Director | |||||||
Name: Martin L. Edelman | ||||||||
| /s/ David Kerko | Director | |||||||
Name: David Kerko | ||||||||
| /s/ Camilla Languille | Director | |||||||
Name: Camilla Languille | ||||||||
| /s/ Jack Lazar | Director | |||||||
Name: Jack Lazar | ||||||||
| /s/ Elissa E. Murphy | Director | |||||||
Name: Elissa E. Murphy | ||||||||
| /s/ Carlos Obeid | Director | |||||||
Name: Carlos Obeid | ||||||||
| /s/ Bobby Yerramilli-Rao | Director | |||||||
| Name: Bobby Yerramilli-Rao | ||||||||
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
GLOBALFOUNDRIES Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit(3) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||||
(2) | $ | $ | $ | |||||||||||||||||||||||
(4) | $ | $ | $ | |||||||||||||||||||||||
| Total Offering Amounts | $ | $ | ||||||||||||||||||||||||
| Total Fee Offsets | $ | |||||||||||||||||||||||||
| Net Fee Due | $ | |||||||||||||||||||||||||
| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers any additional ordinary shares of the Registrant, $0.02 par value per ordinary share (“Ordinary Shares”) that become issuable under the Registrant’s 2021 Equity Compensation Plan (the “2021 Plan”) and the Registrant’s Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding Ordinary Shares. | ||||
| (2) | |||||
| (3) | |||||
| (4) | |||||
Exhibit 5.1
Our ref JWT/836351-000001/84291289v2
| GLOBALFOUNDRIES, Inc. PO Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands | ||
11 September 2025
GLOBALFOUNDRIES, Inc.
We have acted as Cayman Islands counsel to GLOBALFOUNDRIES, Inc. (the "Company") to provide this legal opinion in connection with the Company's registration statement on Form S-8, including all amendments or supplements thereto (the "Form S-8"), filed with the United States Securities and Exchange Commission (the "Commission") under the United States Securities Act of 1933 (the "Act"), as amended (the "Registration Statement") relating to (i) 13,901,262 Ordinary Shares of the Company of a par value of US$0.02 each (the "2021 Shares") reserved for issuance pursuant to future awards under the Company's 2021 Equity Compensation Plan (the "2021 Plan"), which includes 10,376,868 Ordinary Shares that have been reserved for issuance pursuant to an annual “evergreen” increase provision of the 2021 Plan providing for an automatic increase in the number of Ordinary Shares reserved for issuance under such plan and 3,524,394 Ordinary Shares previously issued or granted and subsequently forfeited or otherwise returned to the Company that have become available for issuance again under the 2021 Plan in accordance with the share recycling provision of such plan; and (i) 47,619 Ordinary Shares of the Company of a par value of US$0.02 each (the "ESPP Shares" and, together with the 2021 Shares, the "Shares"), to be issued under the Company's Employee Stock Purchase Plan (the "ESPP" and together with the 2021 Plan, the "Plans") pursuant to an annual “evergreen” provision of the ESPP providing for an automatic increase in the number of Ordinary Shares reserved for issuance under such plan.
1Documents Reviewed
We have reviewed originals, copies, drafts or conformed copies of the following documents, and such other documents as we deem necessary:
1.1The certificate of incorporation dated 7 October 2008, the certificate of incorporation on change of name dated 4 March 2009 and the amended and restated memorandum and articles of association of the Company as adopted by special resolution dated 19 October 2021 and effective 1 November 2021 (the "Memorandum and Articles").
1.2The minutes (the "Minutes") of the meetings of the board of directors of the Company held on 1 October 2021 and the corporate records of the Company maintained at its registered office in the Cayman Islands.
1.3A certificate of good standing with respect to the Company issued by the Registrar of Companies (the "Certificate of Good Standing").
1.4A certificate from a director of the Company a copy of which is attached to this opinion letter (the "Director's Certificate").
1.5The Plans.
1.6The Registration Statement.
2Assumptions
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1The Registration Statement and the Plans have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).
2.2The Registration Statement and the Plans are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of Delaware (the "Relevant Law") and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).
2.3The choice of the Relevant Law as the governing law of the Plans has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of Delaware and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands).
2.4Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.
2.5All signatures, initials and seals are genuine.
2.6The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Registration Statement and the Plans.
2.7No monies paid to or for the account of any party under the Registration Statement or the Plans or any property received or disposed of by any party to the Registration Statement or the Plans in each case in connection with the Registration Statement or the Plans or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively.
JWT/646943-000001/84291289v5 2
2.8There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.
2.9The Company has received, or will receive, money or money's worth (the "Consideration") in consideration for the issue of the Shares, and none of the Shares have, or will be, issued for less than par value.
Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion.
3Opinions
Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that the Shares to be offered and issued by the Company as contemplated by the Registration Statement and pursuant to the provisions of the Plans, have been duly authorised for issue, and when such Shares are issued by the Company in accordance with the Memorandum and Articles , the Registration Statement and pursuant to the provisions of the Plans for the consideration fixed thereto and duly registered in the Company's register of members (shareholders), will be validly issued and (assuming that all of the Consideration is received by the Company) will be fully paid and non-assessable.
4Qualifications
The opinions expressed above are subject to the following qualifications:
4.1Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 3, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.
4.2In this opinion letter, the phrase "non-assessable" means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
We express no view as to the commercial terms of the Registration Statement or the Plans or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made by the Company.
The opinions in this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any other matters. We have not been asked to review and we therefore have
JWT/646943-000001/84291289v5 3
not reviewed any of the ancillary documents relating to the Plans and express no opinion or observation upon the terms of any such document.
This opinion is addressed to you and may be relied upon by you and your counsel. This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully
/s/ Maples and Calder (Cayman) LLP
Maples and Calder (Cayman) LLP
JWT/646943-000001/84291289v5 4
GLOBALFOUNDRIES Inc.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
11 September 2025
To: Maples and Calder (Cayman) LLP
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
GLOBALFOUNDRIES Inc. (the "Company")
I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:
1The Memorandum and Articles remain in full force and effect and are unamended.
2The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges, or contemplated by the Plans.
3The Minutes are each a true and correct record of the proceedings of the relevant Meeting, which was duly convened and held, and at which a quorum was present throughout, in each case, in the manner prescribed in the Memorandum and Articles. The resolutions set out in the Minutes were duly adopted, are in full force and effect at the date hereof and have not been amended, varied or revoked in any respect.
4The authorised share capital of the Company is US$30,000,000 divided into (i) 1,300,000,000 Ordinary Shares of a nominal or par value of US$0.02 each, and (ii) 200,000,000 Preferred Shares of a nominal or par value of US$0.02 each.
5The shareholders of the Company (the "Shareholders") have not restricted the powers of the directors of the Company in any way.
6There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Plans.
7The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof) of the Company (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed by written resolution or consent, as the case may be.
JWT/646943-000001/84291289v5 5
8Prior to, at the time of, and immediately following the approval of the transactions the subject of the Plans the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will enter, into the transactions the subject of the Plans for proper value and not with an intention to defraud or wilfully defeat an obligation owed to any creditor or with a view to giving a creditor a preference.
9Each director of the Company considers the transactions contemplated by the Plans to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion.
10To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of material legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholders taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.
11The Company is not a central bank, monetary authority or other sovereign entity of any state.
(Signature Page follows)
JWT/646943-000001/84291289v5 6
I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you personally to the contrary.
Signature: __/s/ Tim Breen___________________________
Name: Tim Breen
Title: Director
JWT/646943-000001/84291289v5 3
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of GLOBALFOUNDRIES Inc. of our report dated March 20, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in GLOBALFOUNDRIES Inc.’s Annual Report on Form 20-F for the year ended December 31, 2024.
/s/ PricewaterhouseCoopers LLP
San Jose, California
September 11, 2025
San Jose, California
September 11, 2025
1
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated April 29, 2024, with respect to the consolidated financial statements of GLOBALFOUNDRIES Inc. and subsidiaries, incorporated herein by reference.
/s/ KPMG LLP
Singapore
September 11, 2025