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primarysourced Photonics sector GF
GFS
~8 min read · 1,808 words ·updated 2026-04-29 · confidence 54%

Mubadala — related-party transactions & shareholder agreement

As of: 2026-04-29 (data through FY2025 20-F filed 2026-02-27 + March 2026 F-3ASR filings).

Confidence legend: ✓ verified-primary 20-F · ◐ partial / aggregator · ⚠ inferred / estimate

1. Mubadala stake — definitive primary-source figure

FY25 20-F Item 7. Major Shareholders (verbatim): “Mubadala beneficially owns, in the aggregate, approximately 81% of our outstanding ordinary shares… Name of Beneficial Owner | Number of Ordinary Shares Owned | Percentage of Ordinary Shares Owned: Mubadala — 450,387,613 shares — 81.0%.”

Beneficial OwnerShares%DateSource
Mubadala (MTIC + MTIIIC + affiliates)450,387,61381.0%2025-12-31FY25 20-F Item 7 ✓
FMR LLC (Fidelity Investments)55,462,58310.0%2025-12-31FY25 20-F Item 7 (citing Schedule 13G/A No. 3 filed 2026-02-05) ✓
Directors and named executive officers (group)<1% each (all marked *)<1%2025-12-31FY25 20-F Item 7 ✓
Public free float (excl. above)~50M~9%2025-12-31computed
Total ordinary shares outstanding~555,756,300100%2025-12-31computed

Mubadala holds 77.05% of GFS post the March 2026 $840M secondary (424B7 acc. 0001709048-26-000040, filed 2026-03-12). The FY25 20-F figure of 81% / 450,387,613 shares as of 2025-12-31 is the pre-secondary baseline; the $840M sale + concurrent GF buyback together took the stake to 77.05% (76.50% if the greenshoe was fully exercised). The cumulative selldown trajectory: ~89% post-IPO Oct 2021 → ~85% pre-May-2024 → ~81% post-May-2024 secondary ($950M) → 77.05% post-March-2026 secondary ($840M).

2. Mubadala selldown trajectory since IPO

PeriodMubadala %Selldown vehicleImplied $ proceedsNotes
Pre-IPO Oct 2021~89-90%F-1 IPO + secondary tranche~$1.5-2.0B ⚠IPO at $47/share
2022-2023~89.4%None (Schedule 13G filings)$0Stable holding
May 2024~86% ⚠424B7 follow-on at ~$70/share~$1.0-1.2B ⚠F-3ASR acc. 0001709048-24-000029
2024-202581-86% rangeNone disclosed$0
Year-end 202581.0% ✓None in 2025$0FY25 20-F
March 202681.0%F-3ASR acc. 0001709048-26-000028 + 424B7 acc. 0001709048-26-000040 priced 2026-03-12TBD ⚠Selldown optionality opened; no specific selldown disclosed yet

Cumulative Mubadala selldown since IPO: ~9 percentage points (90% → 81%) over ~4.5 years. Average pace: ~2 percentage points per year, predominantly via two large registered secondaries (Oct 2021 IPO secondary + May 2024 follow-on).

March 2026 F-3ASR is the load-bearing forward-supply catalyst. The shelf registration opens the door to additional Mubadala selldowns at any time, on Mubadala’s discretion, with minimal incremental disclosure. Prior selldown patterns suggest the next tranche could be ~$1-1.5B if Mubadala chooses to act — likely targeting another 4-5 percentage-point sell ($60/share × ~25M-30M shares = $1.5-1.8B proceeds).

3. Shareholder’s Agreement — director nomination + consent rights

The Shareholder’s Agreement between GFS and Mubadala (through subsidiaries MTIC and MTIIIC) was entered upon IPO consummation in October 2021. Per FY25 20-F Item 7:

3.1 Director nomination rights

Mubadala ownership tierMubadala-nominated director %Implication
>50%Majority of BoardCurrent state (81.0%)
40-50%50% of Board
30-40%40% of Board
20-30%30% of Board
5-20%20% of Board
<5%0% (Shareholder’s Agreement terminates)

Current Mubadala-designated directors (per FY25 20-F): Marc Antaki, Martin L. Edelman, Samer Halawa, Camilla Languille, Carlos Obeid.

Director-removal rights: “Directors other than Mubadala Designees may be removed with or without cause by a majority of shareholders” — meaning Mubadala (at 81%) can remove any non-Mubadala-designated director by simple majority. Conversely, “a Mubadala Designee may only be removed with or without cause by MTIC” — Mubadala has unilateral control over its own designees.

3.2 Consent / approval rights

While Mubadala holds at least 30% beneficial ownership, GFS may not take certain corporate actions without Mubadala consent, including:

  • Material change-of-control transactions
  • Material amendments to constitutional documents
  • Material changes to capital structure
  • Auditor selection changes (covered until <25% threshold)

3.3 Auditor approval rights

While Mubadala + Abu Dhabi government holders aggregate at least 25%, GFS uses an audit firm acceptable to Mubadala. Termination threshold: 5%.

3.4 Termination

The Shareholder’s Agreement terminates on the earlier of:

  1. Mubadala collectively dropping below 5% beneficial ownership, OR
  2. Written notice from Mubadala

Practical consequence. GFS is structurally a controlled company — Mubadala has board majority and consent rights on every major corporate action. Activist intervention is impossible. Take-private speculation is structurally constrained (Mubadala would need to be the buyer or consent to the buyer). The “discount” applied to GFS valuation for these structural features is real but the bull-case offset is stability, long-cycle capital availability, and a sovereign-backed M&A war chest.

4. Related-party transactions — economic ties to Mubadala

Per FY25 20-F Item 7.B Related Party Transactions:

4.1 Secondment agreement (November 2023)

GFS entered a secondment agreement with Mubadala in November 2023 — Mubadala-appointed personnel performing services for GFS, with cost-recovery basis. Quantum not disclosed in the extracted text but typically these are service-cost-pass-through arrangements at <0.1% of revenue.

Most prominently: Tim Breen (current GFS CEO since FY25; previously Chief Strategy Officer) was “a member of the senior leadership team of GF’s founding shareholder, Mubadala Investment Company” from 2010-2024. Sam Franklin (current CFO since December 2025) similarly “held senior finance roles at Mubadala Investment Company”. These represent deep Mubadala-personnel pipeline into GFS leadership, beyond just board-level designees.

Read. The Mubadala-GFS personnel exchange is structural and ongoing — the senior leadership of GFS is significantly populated by Mubadala alumni, which (i) signals coordinated long-term strategy, (ii) increases the practical ease of Mubadala-driven decisions, and (iii) reduces information asymmetry that might otherwise exist between a 19% public float and the 81% controlling shareholder.

4.2 Mubadala-affiliate commercial relationships

The 20-F text discloses “from time to time, we contract with Mubadala to provide management and operations support” — implying small-volume related-party services revenue/expense flows. The 20-F summary table extracted did not enumerate specific dollar amounts of these flows; full Note 35 (Related Party Transactions) extraction is queued.

4.3 Wafer Supply Agreement context — not currently with Mubadala

Earlier internal drafts asked about wafer-supply agreements between GFS and Mubadala-related parties. The FY25 20-F text does not surface a current wafer-supply agreement with Mubadala as a major related party. The original WSA was between GFS and AMD (the manufacturing operations spun out from AMD in 2009 included multi-year wafer-supply contracts). AMD is now a customer, not a related party — Customer A in Note 32 (16.4% of wafer revenue FY25) is likely AMD, but classified under customer-concentration disclosure rather than related-party transactions.

Note: AMD itself has not been a Mubadala-affiliated entity since the 2009 spinout — Mubadala took the manufacturing operations as the new GF; AMD became fabless. The historical relationship persists commercially via the cross-license agreements and ongoing supply but is arms-length post-spinout for related-party-disclosure purposes.

5. Mubadala-on-the-balance-sheet quantification

Mubadala-related itemFY25 ($M)Notes
Wafer revenue from Mubadala affiliatesnot separately disclosedLikely <1% of revenue
Services revenue from Mubadalanot separately disclosedLikely de minimis
Services expense paid to Mubadala (secondment + other)not separately disclosedLikely <0.1% of opex
Receivables from Mubadala / affiliatesnot separately disclosedn/a
Payables to Mubadala / affiliatesnot separately disclosedn/a
Cumulative Mubadala stake market value (at $59.49 / 450.4M sh)$26.8B ✓Largest single shareholder position by USD market value

Mubadala’s GFS stake of $26.8B is, by some measures, the largest single equity position in any US-listed company held by a Middle East sovereign wealth fund. It is one of Mubadala’s flagship public-equity holdings, alongside its semiconductor / hard-tech portfolio (which has historically included AMD pre-spinout, GLOBALFOUNDRIES founding investment, and various venture-stage holdings).

6. Lock-up implications for the equity story

Because Mubadala has no formal lock-up post the 2021 IPO 180-day expiration, every aspect of forward selldown timing is discretionary. The market-implied “supply overhang” can therefore be activated at any 6-K window by Mubadala filing a 13D/A or by GFS announcing a registered secondary.

Triggering pathways for major Mubadala selldown:

  1. GFS share price reaches Mubadala-internal exit-pricing thresholds. Likely ~$70+ for a major tranche; bull-case GFS upside is partially capped by Mubadala’s discretion to take chips off the table.
  2. Mubadala portfolio rebalancing — if Mubadala’s overall AI / semis exposure exceeds internal allocation thresholds.
  3. Strategic / M&A use of proceeds — if Mubadala identifies a higher-yielding deployment (e.g., direct GenAI investment, sovereign-tech acquisition).
  4. Geopolitical pressure — US Foreign Direct Investment screening (CFIUS) could in extreme scenarios force Mubadala to reduce its US-listed semis exposure.

Equity-story implication. Mubadala’s selldown discretion is the single most important supply-side variable for the GFS thesis. A bull-case run from $59.49 to $80+ is highly likely to trigger a Mubadala secondary — capping price upside in the short-to-medium term. The structural offset is that Mubadala-led selldowns have historically been done gradually and at pricing favorable to long-term holders — not market-disruptive dumps.

7. Open items / backfill queue

  1. Note 35 (Related Party Transactions) full extraction — dollar quantum of services flows, receivables/payables to Mubadala-affiliates.
  2. Mubadala holding-level filings (13D/A) — periodic refresh; track for any 13D/A indicating intent to sell.
  3. Mubadala portfolio rebalancing signals — Mubadala publishes some portfolio commentary; analyst review queued.
  4. Customer A reconfirmation — is Customer A definitively AMD? Industry consensus says yes but explicit confirmation requires sell-side or company commentary.
  5. CFIUS / FDI screening exposure — has GFS been subject to any CFIUS review concerning Mubadala ownership? Public docket search queued.

Sources

  • FY2025 20-F, acc. 0001709048-26-000022, filed 2026-02-27 — SEC EDGAR — Item 7 Major Shareholders, Item 7.B Related Party Transactions, Shareholder’s Agreement disclosure.
  • F-3ASR shelf registration, acc. 0001709048-26-000028, filed 2026-03-11 — opens forward selldown optionality.
  • 424B7 prospectus supplement, acc. 0001709048-26-000040, filed 2026-03-12.
  • 2024 follow-on offering: F-3ASR acc. 0001709048-24-000029 (2024-05-22) + 424B7 acc. 0001709048-24-000039 (2024-05-24).
  • Schedule 13G filings: Pre-IPO 13G acc. 0001387131-22-001675 (Mubadala 2022); subsequent updates not extracted.
  • Schedule 13G/A — FMR LLC: acc. 0000315066-24-002696 (2024-11-12, 8.888%); FMR Schedule 13G/A No. 3 filed 2026-02-05 (10.0% per FY25 20-F reference).

Cross-references