GlobalFoundries Inc. (NASDAQ:GFS) saw its stock decline roughly 5% in after-hours trading Wednesday after the company disclosed a secondary public offering of 20,000,000 ordinary shares.
The filing specifies that all shares in the offering will be sold by Mubadala Technology Investment Company, a wholly owned subsidiary of Mubadala Investment Company PJSC, which is GlobalFoundries’ largest shareholder. The selling shareholder is expected to grant the underwriters a 30-day option to purchase up to an additional 3,000,000 ordinary shares at the public offering price less underwriting discounts and commissions.
GlobalFoundries itself will not sell any shares in the offering and will not receive any proceeds from the sale. At the same time, the company said it intends to repurchase approximately $300 million of the selling shareholder’s ordinary shares from the underwriters at a price equal to what the underwriters pay in the offering.
The planned repurchase will be carried out as part of a $500 million share repurchase authorization that GlobalFoundries’ Board of Directors approved in February 2026. The company indicated it will fund the repurchase using cash on its balance sheet.
Timing for the transactions is intended to be closely linked: GlobalFoundries expects the closing of the repurchase to occur substantially simultaneously with the closing of the offering. The repurchase is conditioned on the closing of the offering, while the offering itself is not conditioned on the repurchase. The underwriters will not receive any discount or commission on the shares that GlobalFoundries repurchases.
J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are serving as the lead book-running managers for the offering.
Context and mechanics
The transaction as structured separates the selling shareholder’s liquidity event from any direct primary issuance by GlobalFoundries. While the company will not realize proceeds from the sale, the concurrent repurchase element means a portion of the shares sold by the selling shareholder will be bought back by GlobalFoundries through the underwriters at the same price paid in the offering.
What remains conditional
The repurchase depends on the offering closing; the offering does not depend on the repurchase. Additionally, the selling shareholder’s option to allow underwriters to purchase an extra 3,000,000 shares introduces potential variability in the total number of shares transacted through the offering and any simultaneous repurchase activity.
All financial terms beyond the counts and the repurchase amount are determined by the public offering price and customary underwriting deductions, as described in the offering arrangement.