Insider history — Form 4 archive
As of: 2026-04-29 (data through the 2026-04-27 Form 4 settlement)
Data source: EDGAR Form 4 XML parsed via
companies/gfs/data/insider_history.jsonandcompanies/gfs/data/form4_history.json✓Confidence legend: ✓ verified XML-parsed · ◐ partial / aggregator · ⚠ inferred / estimate
1. Filing-regime context — Section 16 applies (voluntarily)
Important regime note. GlobalFoundries is a Cayman Islands exempted foreign private issuer that files annually on Form 20-F and interimly on Form 6-K. Foreign private issuers are typically exempt from Section 16 / Form 4 insider-transaction reporting — and many FPIs (notably POET Technologies in this KB) elect not to file Form 4 at all, instead disclosing affiliate sales via Form 144.
GFS, however, voluntarily files Section 16 / Form 4 disclosures for officers and directors, providing US-domestic-style insider-transaction transparency. This is a meaningful disclosure choice — likely driven by (a) US-NASDAQ-listing best-practice expectations, (b) Mubadala-controlled-company governance posture aligning with US standards, (c) institutional investor due-diligence requirements (FMR holds 10% and would expect Section-16-grade disclosure).
The practical consequence: GFS insider data is comparable to a US-domestic semiconductor issuer (vs. POET’s much thinner Form 144 ledger). This is a load-bearing comparative point between GFS and POET when considering insider-signal informativeness.
2. 12-filing summary (2026-03-20 to 2026-04-27)
The complete Form 4 archive captured in insider_history.json covers 12 filings spanning 15 transactions (some filings include multiple transactions, e.g., a sale + a gift on the same date). All transactions are Code S (open-market sale), Code F (tax-withholding), or Code G (gift) — no Code P (open-market purchases) by insiders.
| Filer | Title | # Filings | Transactions | Net dollar value |
|---|---|---|---|---|
| Saam Azar | Chief Legal Officer | 5 | 5 sales of 500 sh each | ~$120K |
| Mike Hogan | Chief Business Officer | 4 | 3 sales of 1,800 sh + 3 gifts of 150 sh | ~$190K (sales) |
| Glenda Dorchak | Director | 1 | 1 sale of 4,000 sh | $234K |
| Sam Vicari | Chief Customer Officer | 1 | 1 tax-withholding (Code F) of 1,461 sh | $65K (tax) |
| TOTAL | 12 | 15 transactions | ~$609K total open-market sale value |
No insider buys in 2026 YTD. No CEO (Tim Breen) or CFO (Sam Franklin) transactions in 2026 YTD.
3. Detailed transaction-by-transaction ledger
3.1 Saam Azar — Chief Legal Officer (5 transactions)
| Filed | Tx Date | Code | Shares | Price | Value | Shares After |
|---|---|---|---|---|---|---|
| 2026-03-23 | 2026-03-19 | S | 500 | $41.59 | $20,795 | 19,494 |
| 2026-03-30 | 2026-03-26 | S | 500 | $45.99 | $22,995 | 18,994 |
| 2026-04-06 | 2026-04-02 | S | 500 | $42.96 | $21,480 | 18,494 |
| 2026-04-13 | 2026-04-09 | S | 500 | $47.60 | $23,800 | 17,994 |
| 2026-04-20 | 2026-04-16 | S | 500 | $48.71 | $24,355 | 17,494 |
| 2026-04-27 | 2026-04-23 | S | 500 | $59.66 | $29,830 | 16,994 |
Pattern: Six recurring sales of exactly 500 shares each, executed roughly weekly. Shares after declined steadily from 19,494 → 16,994. This is the textbook signature of a 10b5-1 plan with a fixed share-quantity-per-week sale schedule. Total: 3,000 shares sold for $143K over 5 weeks.
Azar’s pattern is systematic, not opportunistic — the share count is constant (500/week) regardless of stock price, which moved from $41.59 to $59.66 over the period (+43%). A discretionary seller would have either accelerated sales as the price rose or held back at the lows.
3.2 Mike Hogan — Chief Business Officer (4 filings, 6 transactions)
| Filed | Tx Date | Code | Shares | Price | Value | Shares After |
|---|---|---|---|---|---|---|
| 2026-03-20 | 2026-03-18 | S | 1,800 | $43.25 | $77,850 | 22,895 |
| 2026-03-20 | 2026-03-18 | G | 150 | $0 | n/a (gift) | 22,745 |
| 2026-04-03 | 2026-04-01 | S | 1,800 | $45.04 | $81,072 | 20,945 |
| 2026-04-03 | 2026-04-01 | G | 150 | $0 | n/a (gift) | 20,795 |
| 2026-04-17 | 2026-04-15 | S | 1,800 | $48.31 | $86,958 | 18,995 |
| 2026-04-17 | 2026-04-15 | G | 150 | $0 | n/a (gift) | 18,845 |
| 2026-04-22 | 2026-04-20 | S | 500 | $60.00 | $30,000 | 18,345 |
Pattern: A second 10b5-1-style schedule — 1,800-share sale + 150-share gift executed roughly bi-weekly. The gift transactions (Code G) are systematic charitable / family-trust transfers — not the same as sales (no cash to insider) but reduce reported beneficial ownership. The 4/22 filing (500 sh × $60 = $30K) is a smaller, separate transaction at a different size — could be a different plan, or an ad-hoc add-on.
Total Hogan: 5,900 shares sold for $275,880 + 450 shares gifted over 5 weeks. Holdings declined from 22,895 → 18,345 (a -20% reduction).
3.3 Glenda Dorchak — Director (1 transaction)
| Filed | Tx Date | Code | Shares | Price | Value | Shares After |
|---|---|---|---|---|---|---|
| 2026-04-22 | 2026-04-20 | S | 4,000 | $58.46 | $233,840 | 18,867 |
Pattern: A single, larger lump-sum sale by an independent director at $58.46 — close to the recent peak. This is discretionary rather than systematic (no recurring pattern). Director sales typically reflect either (a) personal portfolio diversification, (b) tax-driven timing, or (c) signal that the director sees the current price as fair-or-rich. Holdings declined from 22,867 → 18,867 (a -17% reduction).
Read. Dorchak’s $234K sale is the largest single-day transaction in the period and is discretionary at the recent peak — the most informationally meaningful transaction in the ledger. Not large enough to be alarming but worth watching for follow-through sales.
3.4 Sam Vicari — Chief Customer Officer (1 transaction, Code F)
| Filed | Tx Date | Code | Shares | Price | Value | Shares After |
|---|---|---|---|---|---|---|
| 2026-04-03 | 2026-04-01 | F | 1,461 | $44.48 | $64,985 | 8,692 |
Pattern: Code F = Tax withholding on RSU/PSU vesting. Not an open-market sale. The shares are surrendered to the company at the time of vest to cover income tax withholding — a mechanical, non-discretionary transaction. This vest event likely corresponded to a Q2 RSU annual cliff or PSU performance-vest event.
Code F transactions are net-neutral information — they do not signal insider intent but do reduce reported beneficial ownership.
4. Net insider-sentiment read
4.1 Aggregate quantification
| Direction | # transactions | Total shares | Total $ value |
|---|---|---|---|
| Open-market sales (Code S) | 12 | 12,400 sh | ~$619,975 |
| Tax-withholding (Code F) | 1 | 1,461 sh | $64,985 |
| Gifts (Code G) | 3 | 450 sh | n/a |
| Total dispositions | 16 | 14,311 sh | ~$685K |
| Open-market acquisitions (Code P) | 0 | 0 | $0 |
4.2 Net signal
Net insider sentiment: mildly negative, but the dollar volume is very small ($619K open-market sales over 5 weeks at a $33B market cap). To put that in context:
- $619K / $33.1B mkt cap = 0.0019% of market cap
- $619K / 5 weeks ≈ $124K/week of insider sales
- Compare to the implied $40M/month buyback execution rate from the $500M / 12-month authorization
The buyback program is roughly 320× larger than insider sales by dollar volume.
4.3 Behavioral pattern read
| Pattern | Observation |
|---|---|
| No insider buys | True for 2026 YTD; would be a stronger signal at lower prices but $42-60 may be perceived as fair value by management |
| No CEO (Breen) sales | Important — Breen’s absence from the seller list suggests he is not personally derisking at current price |
| No CFO (Franklin) sales | Same — Franklin took the CFO role December 2025 and has not sold |
| Two systematic 10b5-1 sellers (Azar, Hogan) | Plans likely adopted Q4’25 / early 2026; mechanical execution |
| One discretionary director sale (Dorchak) | Single sale at the peak; not a coordinated cluster |
| One Code F (Vicari) | Mechanical tax-withholding, not informationally meaningful |
5. Comparison to comp-set insider patterns
GFS’s insider profile is structurally lighter than US-domestic-mid-cap semiconductor peers, because:
- Mubadala (81%) does not file Form 4 (it is a 10%+ holder filing Schedule 13D, not Section-16 insider)
- Top management equity holdings are modest (sub-1% group share)
- The C-suite is partly Mubadala-secondment-aligned (Breen, Franklin) and may have alternate compensation structures
Compared to Marvell (which has 5+ NEOs each holding 100K+ shares with active 10b5-1 plans), GFS has fewer insiders, with smaller absolute share holdings. Insider-signal informativeness is therefore moderate — useful as confirmatory context but not a primary thesis driver.
6. Forward-looking insider events to monitor
- Q1 2026 6-K window (~May 2026) — open trading window post the Q1 print could trigger a wave of insider activity. Watch for Breen / Franklin / Dorchak pattern continuation.
- PSU annual vesting — likely H1 2026; will trigger Code F tax-withholding transactions but also could trigger 10b5-1 plan executions.
- New 10b5-1 plan adoptions — would be disclosed via 8-K-equivalent (or referenced in subsequent Form 4 footnotes).
- Board-level discretionary sales — a follow-through Dorchak sale or similar director sale would shift the signal-read from “individual decision” to “coordinated derisking.”
7. Open items / backfill queue
- Pre-2026 Form 4 archive — the current data pipeline captured only the 12 most-recent filings (2026-03-20 onward). A complete archive back to the IPO (Oct 2021) would provide the multi-year baseline against which 2026 activity is benchmarked.
- 10b5-1 plan disclosure footnotes — Form 4 filings include footnotes referencing 10b5-1 plan adoption dates; these should be cross-referenced against the SEC’s 90-day cooling-off rule (Rule 10b5-1(c)) to confirm compliance.
- NEO holdings reconciliation — 20-F Item 7 lists all directors and NEOs as <1% group; confirm individual share holdings vs. Form 4 “shares after” running totals.
- Tim Breen / Sam Franklin CEO/CFO holdings — neither has filed a Form 4 in 2026 YTD; their initial Form 3 filings (upon CEO/CFO assumption Dec 2025) would document baseline holdings.
Sources
companies/gfs/data/insider_history.json— XML-parsed Form 4 transactions (15 records from 12 filings, 2026-03-20 to 2026-04-27) ✓companies/gfs/data/form4_history.json— Form 4 filing index (12 entries, 2026-03-20 to 2026-04-27) ✓- GFS FY2025 20-F, acc. 0001709048-26-000022, filed 2026-02-27 — Item 7 director/NEO group ownership disclosure
- EDGAR Form 4 XML via
https://www.sec.gov/Archives/edgar/data/1709048/...accession URLs
Cross-references
- institutional holders — Schedule 13D/G filers (Mubadala, FMR LLC)
- short interest history — short-side positioning context
- capital returns — buyback authorization scale comparison
- mubadala related party — Mubadala (81%) does not file Form 4 — 13D regime applies
- overview — leadership bios (Breen, Franklin, Anderskouv, Hogan, Vicari, Azar)