Share count + dilution progression
Executive summary
GlobalFoundries’ share count grew from approximately 525M shares at the October 2021 IPO to ~555.8M shares at fiscal year-end 2025-12-31 — a +30M / +5.9% increase over ~4.5 years, or roughly +1.3% annualized. This is disciplined dilution — driven primarily by RSU/PSU vesting net of tax withholding and stock-based-compensation reabsorption. Mubadala’s 81.0% stake corresponds to 450,387,613 shares as of 2025-12-31; FMR holds 10.0% (55.5M shares).
GFS has not issued primary shares (i.e., new shares for cash) since the October 2021 IPO. The only material primary-share issuance vehicle has been the 2024 follow-on offering — but that was a secondary offering (Mubadala-selldown), not primary, so it did not increase GFS’s share count, only redistributed Mubadala-held shares to public.
Compared to dilution-heavy peers (POET +128% over 14 months in 2025-2026), GFS’s share-count discipline is best-in-class for the photonics-adjacent comp set — a reflection of (a) Mubadala’s controlled-shareholder posture (no need to dilute the parent), (b) operating cash-flow positivity (no need to raise equity), and (c) tight executive-compensation share grants.
1. Quarterly share count progression (per FY 20-Fs)
| Date | Total ordinary shares O/S (M) | Source / Notes |
|---|---|---|
| 2021-10-28 (IPO close) | ~525 ⚠ | F-1/A + 424B4; post-IPO immediate share count |
| 2021-12-31 | ~530 ⚠ | est. (no major SBC events Q4’21) |
| 2022-12-31 | ~545 ⚠ | est. from FY22 weighted-avg shares + RSU vests |
| 2023-12-31 | ~552 | FY23 20-F basic weighted-avg implied |
| 2024-12-31 | ~553 | FY24 20-F basic weighted-avg implied |
| 2025-12-31 | ~555.8 | Computed from Mubadala 81.0% = 450,387,613 ✓ FY25 20-F Item 7 |
| 2026-04-29 (current) | ~556 | Approximate — minor RSU vesting + Code F withholding occurred Q1 2026 |
| 2026 Q1 fully diluted (per Q1 2026 6-K guide) | 560M | Q1 2026 6-K guidance “Fully Diluted Share Count: 560” ✓ |
Note. The 555.8M derivation comes from Mubadala’s exact share count (450,387,613) divided by 81.0% = 555.8M. The 20-F also lists FMR LLC at 55,462,583 shares (10.0%), which confirms the implied total at 555.7-555.8M.
2. Weighted-average shares outstanding (P&L denominator)
| Year | Basic (M) | Diluted (M) | Diluted-vs-basic gap |
|---|---|---|---|
| FY2023 | 552 | 556 | +4M (RSU/PSU dilution) |
| FY2024 | 553 | 553 | 0 (anti-dilutive due to net loss) |
| FY2025 | 555 | 558 | +3M ✓ |
The FY24 zero gap between basic and diluted weighted-avg shares reflects the net loss anti-dilutive treatment under IFRS — when a company reports a net loss, equity-linked instruments are not added to the share count if they would reduce reported per-share losses. This is why FY24 diluted EPS of $(0.48) does not include the option/RSU/PSU pool.
3. Stock-based compensation expense
| Year | Cost of revenue ($M) | R&D ($M) | SG&A ($M) | Total SBC ($M) | % of revenue |
|---|---|---|---|---|---|
| FY2025 | 61 | 42 | 102 | 205 | 3.0% |
| FY2024 | 58 | 31 | 98 | 187 | 2.8% |
| FY2023 (implied) | n/d | n/d | n/d | ~$170-180 ⚠ | ~2.4% ⚠ |
Source: FY2025 20-F Income Statement footnote.
SBC is the primary driver of share-count growth. At ~$200M annual SBC and ~$60/share average issuance value over the period, the implied annual share issuance is ~3.3M new shares — corresponding to the ~+1.3% per year share-count growth observed.
4. RSU and PSU outstanding (per FY25 20-F)
| Instrument | Quantity outstanding | Notes |
|---|---|---|
| RSUs | 8.7M | 2021 Plan; vests typically 33%/year over 3 years |
| PSUs | 3.0M | 2021 Plan; performance-target vesting (Revenue + Adjusted FCF margin + TSR) |
| Total RSU + PSU outstanding | 11.7M | 2.1% of total O/S |
| Ordinary shares available for future grant | 12.0M | 2021 Plan headroom |
| Total potential dilution from outstanding equity awards | 23.7M (4.3% of current O/S) | If 100% vested + future grants used |
ESPP (Employee Stock Purchase Plan):
- Up to 7.5M shares aggregate authorized for issuance under ESPP
- Employees can deduct up to 10% of compensation for share purchases
- 6-month purchase periods
- 20% company match (after-tax)
- One-time grant of 50 RSUs per first-time enrollee
Read. GFS’s option/RSU/PSU pool is modest by US-listed-tech standards. The combined 23.7M potential dilution at full vest + future grant utilization is 4.3% of current outstanding — vs. typical Silicon Valley software companies that carry 8-12% potential dilution. Reflects (a) controlled-company governance discipline, (b) more “salary-heavy” compensation mix, (c) deep-pocketed Mubadala parent eliminating the “use equity to attract talent” pressure.
5. Mubadala stake share-count detail
| Date | Mubadala shares | % | Mubadala vehicle |
|---|---|---|---|
| Pre-IPO Oct 2021 | ~470M | ~89% | All Mubadala entities pre-IPO |
| Mar 2022 (post-IPO) | ~470M ⚠ | ~88% | MTIC + MTIIIC |
| Dec 2022 | ~487M ⚠ | ~89.4% | (modest selldown over 2022) |
| Dec 2023 | ~493M | ~89% | |
| May 2024 (post follow-on) | ~452M | ~84-86% | After ~$1.0-1.5B selldown |
| Dec 2025 | 450,387,613 | 81.0% ✓ | FY25 20-F Item 7 |
Mubadala has selldown approximately 9 percentage points cumulatively (90% → 81%) over 4.5 years — implying ~2 percentage points per year average pace. This dilutes Mubadala’s stake but the residual remains structurally dominant.
6. 2024 May follow-on — secondary not primary
The May 22-24, 2024 follow-on offering (F-3ASR acc. 0001709048-24-000029 + 424B7 acc. 0001709048-24-000039) was a secondary offering — Mubadala sold ~25-30M of its own shares to the public. This:
- Did NOT add new shares to GFS’s outstanding share count
- Did reduce Mubadala’s % ownership (~89% → ~84-86%)
- Did add ~25-30M shares to public free float, materially improving liquidity
Total cumulative 2024 follow-on selldown estimated at ~$1.0-1.5B at ~$70/share average.
7. F-3ASR shelf — March 2026 (forward optionality)
The March 2026 F-3ASR shelf registration (acc. 0001709048-26-000028) opens forward Mubadala selldown without further filing burden. The 424B7 priced 2026-03-12 (acc. 0001709048-26-000040) — but no specific tranche has been announced as of 2026-04-29.
Per Mubadala’s historical pattern, a likely next-tranche size is ~$1.0-1.8B at $60+/share = ~17-30M additional float-eligible shares released to public, while Mubadala’s stake would decline another ~3-5 percentage points to ~76-78%.
8. Buyback impact on share count (forward-looking)
Per capital returns, the Board approved a $500M / 12-month buyback authorization in February 2026.
Mechanical impact at $59.49 spot:
- $500M / $59.49 = ~8.4M shares repurchasable
- 8.4M / 555.8M = −1.5% share-count reduction if fully executed
- 8.4M / 83M float = ~10% reduction in non-Mubadala-non-FMR free float
Read. The buyback’s impact on share count is modest at the corporate level (-1.5%) but meaningful at the float level (-10% of true tradable float). This is a structurally float-supportive action that counter-balances the F-3ASR-driven Mubadala selldown optionality. The interaction between buyback execution and Mubadala selldown timing will determine 2026 supply/demand dynamics.
9. Pro-forma diluted share count under exercise scenarios
| Scenario | Shares O/S | + RSU/PSU (11.7M) | + Future grants (12.0M) | Total fully diluted |
|---|---|---|---|---|
| Spot (2026-04-29) | 555.8M | +11.7M (assumes full vest) | n/a (not yet granted) | 567.5M |
| Stock at $80+ (PSUs full TSR vest) | 555.8M | +11.7M (PSUs vest 200% on TSR overperformance ⚠) | up to +12.0M (future grants) | 579.5M |
| Stock at $40-50 (PSU TSR target miss) | 555.8M | +5-7M ⚠ (PSU partial vest) | n/a | ~561-563M |
The PSU TSR-vesting structure is potentially performative at high stock prices — if GFS reaches $80+ and sustains, PSUs could vest at 100-200% of target, increasing the actual dilutive impact.
10. Comparison to peer dilution profiles
| Peer | Shares O/S (latest) | 14-month dilution % | SBC % of revenue | Capital structure note |
|---|---|---|---|---|
| GFS | 555.8M | +0.5% ⚠ | 3.0% | Mubadala 81% controls; modest dilution |
| MRVL | ~860M | +1.5% ⚠ | ~4% ⚠ | Cavium acquisition stock + ongoing SBC |
| POET | 152.7M | +128% ✓ | n/a (pre-revenue) | Serial-PIPE-dilution profile |
| TSMC | ~26B | ~0% | ~1.5% | Mature, minimal dilution |
| UMC | ~12B | <0.5% | ~1% | Mature, dividend-payer |
GFS’s dilution discipline is structurally tight — comparable to mature foundry peers like TSMC and UMC, despite being a younger US-listed entity. This is one of the most underappreciated structural strengths of the GFS equity story relative to peer photonics-adjacent issuers.
11. Open items / backfill queue
- Pre-2025 share-count timeline — annual share-count progression by year, sourced from each FY 20-F. Currently estimated; needs primary-source validation.
- 2024 follow-on tranche specifics — exact share count Mubadala sold and exact pricing.
- F-3ASR-driven secondary execution — monitor for 13D/A or 144 filings indicating Mubadala’s intent.
- Buyback execution against share count — Q1 2026 6-K (~May 2026) will be the first disclosure of buyback execution.
- PSU TSR target structure — what specific stock-price thresholds trigger 100% vs 200% PSU vesting? Affects pro-forma dilution under bull-case scenarios.
Sources
- GFS FY2025 20-F, acc. 0001709048-26-000022, filed 2026-02-27 — SEC EDGAR — Item 7 share count, RSU/PSU outstanding, SBC by line item.
- F-3ASR shelf registration, acc. 0001709048-26-000028, filed 2026-03-11 — opens forward selldown optionality.
- Q4’25 6-K, acc. 0001709048-26-000012, filed 2026-02-11 — Q1 2026 fully diluted share count guide of 560M.
- F-1/A IPO prospectus, acc. 0001193125-21-308107, filed 2021-10-26 — IPO share count ~525M.
- 2024 follow-on: F-3ASR acc. 0001709048-24-000029 (2024-05-22) + 424B7 acc. 0001709048-24-000039 (2024-05-24).
Cross-references
- institutional holders — Mubadala + FMR holdings
- insider history — Form 4 vesting + tax-withholding events
- short interest history — float-relative short ratios
- capital returns — buyback authorization
- mubadala related party — Mubadala selldown trajectory
- balance sheet — equity / capital structure