A. History and Development of the Company GLOBALFOUNDRIES Inc. (“GlobalFoundries,” “GF,” “we,” “us,” or “our”) is an exempted company with limited liability that was incorporated under the laws of the Cayman Island in October 2008. Our principal executive offices are located at 400 Stonebreak Road Extension, Malta, New York, 12020, United States, and our telephone number is +1 (518) 305-9013. We have appointed Corporation Service Company as our agent to receive service of process with respect to any action brought against us in the United States under the federal securities laws of the United States or of any state in the United States. The address of the Corporation Service Company is 251 Little Falls Drive, Wilmington, DE 19808. GF is a leading global semiconductor manufacturer with operations spanning three continents. GF was established in 2009 when a wholly-owned subsidiary of Mubadala, acquired Advanced Micro Devices, Inc.’s (“AMD”) manufacturing operations in Dresden, Germany, as well as their fab project site in Malta, New York. Since our founding, we have achieved the following key milestones: We continue to expand our global manufacturing capacity, including through ongoing investments at our Malta, New York site, new advanced packaging capabilities in the United States, and expansions of our Dresden and Singapore fabs. These investments are supported in part by incentive programs including the U.S. CHIPS and Science Act, European Union semiconductor initiatives, and programs sponsored by the Singapore government. Proceeds received from government grants related to capital expenditures as of December 31, 2025, 2024 and 2023, were $148 million, $10 million and $138 million, respectively. Our capital expenditures including purchases of property, plant and equipment, intangible assets and capitalized development costs for the years ended December 31, 2025, 2024 and 2023 amounted to $722 million, $625 million and $1.804 billion, respectively. We continue to build on our core strengths with strategic investments that broadened our role in AI and expanded our semiconductor design capabilities. Our website address is www.gf.com. Information contained on, or that can be accessed through our website is not incorporated by reference into this Annual Report, and you should not consider information on our website to be part of this Annual Report. In addition, the SEC maintains an Internet website (www.sec.gov) that contains reports, proxy and information statements and other information about issuers, like us, that file electronically with the SEC. B. Business Overview Since our founding, we’ve grown into a leading global semiconductor foundry, focused on delivering differentiated, essential chip technologies that enable billions of devices across a broad range of end markets, including automotive, communications infrastructure and data center, smart mobile devices, home and industrial IoT. We are the only scaled foundry with a global manufacturing footprint spanning the United States, Europe, and Asia operating for more than a decade. Our business strategy is built on three core pillars: 37 Creating differentiated, essential chip technology: We specialize in differentiated technologies engineered for high-performance, power efficiency, and scalability. These technologies support a wide array of critical customer applications, including advanced connectivity, power management, and high-speed data processing. Our portfolio includes six differentiated product lines: power, ultra-low power Complementary Metal-Oxide Semiconductor (“CMOS”), silicon photonics, radio frequency (“RF”), and feature-rich CMOS, and in 2025, we’ve expanded our customizable Intellectual Property (“IP”) offerings and RISC-V expertise, with the acquisition of MIPS Holding, Inc. (“MIPS”), a leader in AI and processor IP, to accelerate edge artificial intelligence and embedded computing innovation. We believe the continuing rapid adoption of AI technologies, particularly physical AI, is introducing broader workloads that are reshaping the requirements for semiconductors. Multi-modal sensing, distributed intelligence, actuation, memory and power efficiency are becoming critical for performance in the AI-driven chip sector. Our multi-year strategy is designed to enable us to compete in this growing market and increase in demand through our enhanced products and foundry capabilities, including through our recent acquisitions of MIPS, a leader in AI and processor IP, and Synopsys, Inc., which will allow us to offer a comprehensive processor IP suite tailored for physical AI applications. Delivering dependable, geographically diverse operations: GF operates four manufacturing sites globally – Malta, New York; Burlington, Vermont; Dresden, Germany; and Singapore – with design, development, and R&D centers in multiple international locations. Our multi-site technology qualifications and geographic diversity are designed to reduce concentration risk and enhance supply chain resilience. In addition, through a strategic partnership with a China-based foundry we are proceeding with plans to enable our customers to access GF production, performance, and quality to serve their domestic Chinese demand. Building deep customer and ecosystem partnerships: We serve a diverse customer base of global semiconductor designers and collaborate with a broad ecosystem of IP providers, Electronic Design Automation (“EDA”) vendors, design service firms, and Outsourced Semiconductor Assembly and Test (“OSAT”) partners. Our design enablement capabilities and integrated partnerships help accelerate customer time-to-market and optimize performance across use cases. Technology Solutions We focus on essential chip technologies spanning digital, analog, mixed-signal, RF, ultra-low power and embedded memory enabling the connected, secure and intelligent systems that power the digital world. To meet diverse customer requirements, we invest in a broad portfolio, including ultra-low power and feature-rich CMOS, RF, power, silicon photonics, advanced packaging and IP. Our core technologies such as FinFET, FD-SOI (“FDX™”), RF-SOI, SiGe, RF GaN, BCD and high-voltage BCD, power GaN and silicon photonics deliver the performance, efficiency and integration needed to support next-generation applications in connectivity, power management and high-speed data processing. Our wide range of differentiated solutions serve applications across the following end markets, as illustrated below: Smart Mobile Devices Home and Industrial IoT Communications, Infrastructure and Data Center Automotive FEATURE-RICH CMOS FR-CMOS ✓ ✓ ✓ ✓ ULTRA-LOW POWER CMOS FinFET ✓ ✓ ✓ ✓ FDXTM ✓ ✓ ✓ ✓ SILICON PHOTONICS SiPh ✓ ✓ RF RF-SOI ✓ ✓ ✓ ✓ SiGe ✓ ✓ ✓ ✓ RF GaN ✓ ✓ POWER BCD ✓ ✓ ✓ ✓ Power GaN ✓ ✓ ✓ ✓ MIPS ✓ ✓ ✓ 38 End Markets We serve four primary end markets: (i) Automotive; (ii) Smart Mobile Devices; (iii) Home & Industrial IoT; and (iv) Communications Infrastructure & Data Center. Our Automotive and Home & Industrial IoT end markets require long lifetimes and high reliability; our Communications Infrastructure & Data Center end market demands bandwidth and performance; and our Smart Mobile Devices end market prioritizes cost, power, and integration. Across all markets, customers increasingly value supply assurance and geographic diversity, which align with our global manufacturing footprint and multi-site qualification capabilities. Automotive Automotive applications increasingly rely on semiconductors for electrification, safety, connectivity and user experience. We manufacture devices used in advanced driver assistance systems (“ADAS”) – including radar front‑ends and signal‑processing components—power management for electric and hybrid vehicles, in‑vehicle networking, body and chassis control, infotainment and telematics. Smart Mobile Devices We provide differentiated semiconductors for smartphones, tablets and wearables, enabling cellular connectivity (sub‑6 GHz and millimeter wave), Wi‑Fi/Bluetooth, RF front‑end modules, sensors and sensor hubs, power management ICs, charging and audio components. These applications are highly cost‑ and power‑sensitive and operate on compressed design and qualification cycles. Home & Industrial IoT We serve the Home and Industrial IoT market, which includes connected home devices, industrial automation and control, building and energy management solutions, and edge AI sensing and compute applications. These applications demand long lifecycles, extended temperature ranges, robust security and ultra‑low‑power operation. This end-market also includes aerospace and defense systems requiring radiation-hardening, secure manufacturing and mission-critical reliability. Communications Infrastructure & Data Center This market includes wireless and wireline infrastructure (5G, 6G), optical networks, satellite communications, and data center interconnect. Key devices—such as RF front-end components, transceivers, timing ICs, and optical modulators—require high linearity, low noise, power efficiency, and thermal stability. Data center deployments also demand high bandwidth, low latency, and energy efficiency. The following chart illustrates our revenue mix based on customer end markets: Revenue by End Markets 2025 2024 2023 Net Revenue Percentage Net Revenue Percentage Net Revenue Percentage Automotive 1,410 21% 1,206 18% 1,046 14% Smart Mobile Devices 2,678 39% 3,048 45% 3,023 41% Home and Industrial IoT 1,189 18% 1,267 19% 1,604 22% Communications, Infrastructure & Data Center 745 11% 577 9% 863 12% Non-Wafer Revenue 769 11% 652 10% 856 11% Total 6,791 100% 6,750 100% 7,392 100% In addition, for a breakdown of our revenue by geography (based on the location of our customers’ headquarters), see Note 31. Operating Segments Information. Seasonality Our revenue is subject to some seasonal variation and has historically been lower in the first half of the year. The seasonal sales trends for semiconductor services and products closely mirror those for automotive, consumer electronics, communication and computer sales due to increased holiday consumer spending. Customers and Sales We primarily sell our manufacturing services through a direct sales organization supported by technical account managers and customer application engineers, who work closely with customers to understand and meet their design and production requirements. This direct engagement is complemented by our GlobalSolutions® partner ecosystem, which includes IP providers, EDA vendors, OSAT partners, and design service firms, enabling us to offer a comprehensive design-to-silicon solution. We also leverage digital customer platforms, such as GF Connect, to streamline collaboration, design enablement, and support across the product lifecycle. 39 Recent Industry and Market Dynamics Competition The foundry segment of the semiconductor industry is highly competitive globally. Our competitors include major pure-play foundries as well as IDMs that offer their own foundry services. We compete primarily in areas such as technology leadership and differentiation, manufacturing yields, time-to-volume production and cycle time, pricing and customer service, and design support. We believe that our global footprint is one of our key advantages, appealing to customers seeking geographically diversified suppliers. This strategic positioning is designed to enable us to provide a reliable supply of semiconductor products globally. Government Regulations In November 2024, the Company entered into a Direct Funding Agreement with the U.S. Department of Commerce for up to $1.5 billion in planned direct funding of Company projects in Malta, New York, and Burlington, Vermont, under the CHIPS and Science Act. We believe that these projects will enable us to expand and create new manufacturing capacity and capabilities to securely produce more essential chips for automotive, IoT (which includes aerospace and defense), smart mobile devices and data center and communications. The funding will support three GF projects: expansion of our existing Fab 8 facility in Malta, New York, construction of a new state-of-the-art fab on the Fab 8 campus, and modernization of our Fab 9 facility in Burlington, Vermont. In January 2025, an additional $75 million of proposed funding was added to the Direct Funding Agreement to support GF’s plans to create a new center for advanced packaging and testing of essential chips at the Fab 8 facility. In 2025, we received funding for the achievement of the first two milestones for the expansion of the Fab 8 facility. In 2025, the Company executed an agreement with the State of New York to secure $570 million to further support the Fab 8 projects. Subject to market requirements and customer demand as well as receipt of expected government funding, among other factors, GF plans to invest more than $16 billion over the next 10 or more years across its two U.S. sites. See “Item 3. Key information – D. Risk Factors – Political, Regulatory and Legal Risks" for additional details. We are subject to a wide range of environmental, health, and safety laws and regulations, which guide our practices in areas such as air emissions, wastewater management, handling of hazardous substances, and waste disposal. Our products and technology subject to export controls in the regions where we operate. See “Item 4. Information on the Company – Employee Safety, Health and Well-being” and “Item 4. Information on the Company – Environmentally Sustainable Manufacturing and Operations” for more information on the Company’s policies related to these topics. Additionally, we are subject to anti-corruption, anti-bribery, anti-money laundering, and counter-terrorist financing laws, and have adopted policies and practices reflecting our dedication to ethical business practices and regulatory compliance across all jurisdictions in which we conduct business. Raw Materials We use various raw materials during our manufacturing processes, such as silicon wafers, gases, chemicals and photoresist, many of which are not commodities that can be easily replaced with substitutions. Although most of our raw materials are available from multiple suppliers, we procure some of our raw materials from sole-sourced suppliers, including raw materials that are significant to our production operations. From time to time, we are advised of shortages of raw materials that could impact our operations. We work closely with our existing vendors to support their efforts to provide us with uninterrupted supply and continue to seek alternative suppliers and substitute materials. We regularly review raw material supply, and we maintain a safety stock depending on the critical nature of materials, typical lead times, shelf life and sourcing status. In addition, due to our global footprint, with fabs on three continents, we believe we have the ability to diversify our supply chain and leverage alternative sources for key supplies. One of the most important raw materials used in our production processes is silicon wafers, which is the basic raw material from which ICs are made. In order to secure a reliable and flexible supply of high-quality wafers, we have entered into multiple long-term agreements with the majority of our principal suppliers, the largest of which is Soitec. We believe the close relationships with our silicon wafer suppliers allows us to maintain a sufficient supply of silicon wafers. Research and Development We have a strong commitment to R&D, focusing efforts primarily on delivering a comprehensive and expanded portfolio of highly-differentiated, essential chip solutions for our customers. As of December 31, 2025, we had approximately 1,600 employees dedicated to R&D. We invest across a wide spectrum of innovation from advanced materials and substrates to chip architecture, integration, and packaging, while also expanding services and strengthening our ecosystem partnerships. We have developed and continue to develop resources that allow our customers to develop innovative products to fuel the global economy. In 2025, 2024 and 2023, we spent $518 million, $496 million and $428 million, respectively, on R&D, which represented approximately 8%, 7% and 6% of our net revenue in each respective year. Intellectual Property We rely on IP rights, particularly patents and trade secrets, as well as contractual arrangements, to protect our core process and design enablement technologies and provide our customers with protected technology to enable their mission-critical offerings. As of December 31, 2025, we held approximately 6,400 U.S.-issued patents and approximately 2,000 patents 40 issued outside of the United States. We periodically conduct in-depth reviews of our patents and the industry’s manufacturing technologies, and we cull patents having limited or no value, yielding both savings in patent office maintenance fees and a strong, active patent portfolio. We have entered into patent cross-licenses with a number of other leading advanced semiconductor companies, including AMD, Samsung, TSMC and IBM. These cross-licenses provide us with valuable freedom of operation under patents owned or subsequently divested by such companies. As is common practice in the semiconductor industry, we have periodically received communications from third parties, asserting patents that allegedly cover certain of our technologies, and we expect to receive similar communications in the future. Some of the patents asserted against us are not valid based on pre-existing prior art, and we have successfully defended ourselves using inter partes review (“IPR”) and other procedures in the U.S. Patent and Trademark Office. Many of our agreements with our customers and partners require us to defend such parties against certain IP infringement claims and indemnify them for damages and losses arising from certain intellectual property infringement claims against them, which could result in us incurring significant costs and devoting significant management resources See 3. Key Information – D. Risk Factors – Risk Factors – Risks Related to Intellectual Property – We have been, and may continue to be, subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.” Responsible Business Initiatives We are dedicated to ethical and responsible business practices, the personal and social well-being of our employees, and supply chain and environmental stewardship. Responsible business initiatives are fundamental to our culture and our value proposition to our customers, the communities in which we live and do business, and our full range of global stakeholders. Employee Safety, Health and Well-being Our Journey to Zero commitment is the leading theme of our Global Environmental Health and Safety (“EHS”) Policy and Standards, which serves as the foundation of health and safety programs at each of our manufacturing locations. We strive to continuously reduce occupational injuries and illnesses in all of our operations, and aspire to achieve the goal of zero annual incidents. Our enterprise-wide health and safety management system is certified to the ISO 45001:2018 standard. Environmentally Sustainable Manufacturing and Operations Semiconductor manufacturing is generally resource intensive. Therefore, our Journey to Zero commitment also represents our pursuit of sustainable and environmentally efficient operations, seeking to minimize environmental- and climate-related impacts from our operations through pollution prevention and resource conservation. Our Global EHS Policy and Standards establish a continual improvement process and performance requirements that apply throughout the company. Our enterprise-wide environmental management system is certified to the ISO 14001:2015 standard. In 2021, we launched our Journey to Zero Carbon commitment that aims to reduce greenhouse gas emissions. In 2025, we submitted an increased commitment to the Science Based Targets Initiative to reduce Scope 1 and Scope 2 greenhouse gas emissions by 42% by 2030, compared to a 2021 baseline. In 2024, we announced our commitment to achieve net-zero greenhouse gas emissions and 100% carbon-neutral power by 2050, in alignment with the Paris Agreement goals. Responsible Sourcing As a member of the Responsible Business Alliance (“RBA”), we are committed to responsible sourcing practices. We progressively apply the RBA Code of Conduct to our major suppliers and monitor its application. We encourage and support our suppliers to do the same in our continuous pursuit of excellence in corporate responsibility and extension of responsible practices throughout the supply chain. Technology Solutions for Humanity We are focused on creating innovations in the largest and most pervasive segments of the semiconductor industry. As power efficiency has become a critical success factor for the semiconductor industry, we strive to develop solutions that can lower the power consumption of digital technology. Human Capital We believe that our success rests on empowering employees to bring their authentic selves to the company and that building a culture of anti-discrimination and inclusion drives better business outcomes. As a global company, we recognize and value the wide variety of cultural values, traditions, experiences, education and perspectives of our team and communities. As of December 31, 2025, we employed a multicultural workforce across three continents, representing more than 86 nationalities across 17 countries. We believe that our culture of inclusion leads to higher levels of belonging, engagement and ultimately, higher-performing teams. We strive to improve the employee experience on all aspects of the employee lifecycle, including recruitment, retention, professional development, and advancement of a wide range of talent, skills, experiences and perspectives. We use an annual engagement survey process to help measure employee engagement and our workforce culture strategy progress. 41 Global Support Strategy We have continued to grow our operations in India, Malaysia and Bulgaria as an important part of our global support strategy. Our operations in those locations span a broad range of functions including engineering, operations support, design enablement, procurement, IT and Human Resources. Community Support and Engagement We have a long history of community involvement, with well-established programs and global and local teams dedicated to enriching the lives of the people in our communities around the world. Through our worldwide GlobalGives program, we provide employees with the opportunity to make a positive impact in their local communities through personal donations, company-matched donations as well as through volunteering their time. C. Organizational Structure The following is a chart of our corporate structure as of December 31, 2025: *Please refer to Note 28. Related Party Disclosures to our Annual Consolidated Financial Statements for more information on our subsidiaries. D. Property, Plant and Equipment We have four world-class manufacturing sites on three continents, providing the scale, technology differentiation and geographic diversification that we believe are critically important to our customers’ success. We currently operate four manufacturing sites in the following locations: Dresden, Germany; Singapore; Malta, New York; and Burlington, Vermont. The total clean room space is approximately 239,000 square meters spread across our four manufacturing sites. 42 We have continued to invest in our capacity footprint and at the end of 2025 our total installed capacity was approximately 2.8 million wafers per annum. The rate and pace at which we expect to increase shipments within our capacity footprint will be subject to, among other things, a reduction in channel inventory across the end markets we serve, improvement in the global macro-economic landscape and increased customer demand. The following table describes each of our manufacturing facilities and their key technologies as of December 31, 2025: ● Production 300mm 200mm ◍ Development Malta, NY Germany Singapore China(1) Burlington, VT Singapore ULP CMOS FinFET ● FDX ● ● Adv Packaging ◍ ◍ SiPh Photonics ● ● Feature Rich CMOS 22 CMOS ◍ 28 CMOS ● ◍ 40/45 CMOS ◍ ● ● ◍ 55-90 CMOS ● 110-180 CMOS ● ● ● Power 55 BCDx ● ● 130 BCDx ● ◍ 150-180 BCDx ● ● GaN Power ◍ RF SOI SWSOI ● ● ● Other RFSOI ● ● ● SiGe ● ● ● GaN RF ◍ (1) Not a wholly owned Fab. Each site is equipped with thousands of highly sophisticated pieces of manufacturing equipment and tools. We currently have more than 7,000 tools across all of our fabs. Each site has dedicated power, water, gas and chemical distribution systems. Various assets have been pledged to secure borrowings under pledged agreements for the Company. See Note 13. Long-Term Debt to our Annual Consolidated Financial Statements. The majority of our manufacturing facilities are built on land we own, with the exception of our Malta, New York, and Singapore fabs, which are built on land leased to the Company by the industrial development agencies of their respective regions. Occasionally, we announce plans to expand our global capacity including those discussed elsewhere in this Annual Report on Form 20-F. The anticipated timing and capacity of these proposed expansions or modernizations are always contingent on market demand, the receipt of anticipated funding, whether public or private, achievement of conditions for receipt of certain public funding, and customer commitments for secured supply. See “Item 4. Information on the Company – B. Business Overview—Recent Industry and Market Dynamics—Government Regulations” for a discussion of plans announced relating to Fab 8, and “Item 3. Key Information – D. Risk Factors – Risk Factors – Risks Related to our Business and Industry and Risks Related to Strategic Transactions” for a discussion of plans announced relating to strategic transactions. 43