TOWER Semiconductor COO reports initial share and RSU holdings

TOWER SEMICONDUCTOR LTD Chief Operating Officer Mor Rafy filed an initial statement of beneficial ownership, outlining current equity interests in the company’s ordinary shares and restricted stock units (RSUs).

Rhea-AI Filing Summary

TOWER SEMICONDUCTOR LTD Chief Operating Officer Mor Rafy filed an initial statement of beneficial ownership, outlining current equity interests in the company’s ordinary shares and restricted stock units (RSUs). The filing shows several RSU grants, each representing a right to receive one ordinary share upon vesting.

According to the footnotes, 2,348 RSUs are scheduled to vest on 12/11/2026, and 19,849 RSUs are scheduled to vest on 03/19/2027, in each case subject to continued service. Another grant includes 36,250 RSUs that have already vested, with an additional 18,125 RSUs scheduled to vest on 05/27/2027. A further RSU award has 11,141 units already vested, with 11,141 vesting on 03/26/2027 and 11,145 vesting on 03/26/2028, subject to continued service.

One more RSU grant provides 1,940 units vesting on 03/31/2027, 1,940 on 03/31/2028, and 1,941 on 03/31/2029, again conditioned on continued employment. The ordinary share lines with totals such as 5,821, 2,816, 33,427, 54,375, 19,849 and 2,348 shares reflect reported holdings rather than new market purchases or sales.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Mor Rafy

Role Chief Operating Officer

Type	Security	Shares	Price	Value
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 118,636 shares (Direct)

Footnotes (6)

1. F1. The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of ordinary stock of Tower Semiconductor Ltd. (the "Company"). The 2,348 will vest on 12/11/2026, subject to the Reporting Persons continued service through each vesting date.
2. F2. The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of ordinary stock of Tower Semiconductor Ltd. (the "Company"). The 19,849 will vest on 03/19/2027, subject to the Reporting Persons
3. F3. The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of ordinary stock of Tower Semiconductor Ltd. (the "Company"). 36,250 have vested and the remaining 18,125 will vest on 05/27/2027 subject to the Reporting Persons continued service through each vesting date.
4. F4. The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of ordinary stock of Tower Semiconductor Ltd. (the "Company"). 11,141 have vested, additional 11,141 will vest on 03/26/2027 and the remaining 11,145 will vest on 03/26/2028 subject to the Reporting Persons continued service through each vesting date.
5. F5. These shares were issued upon vesting of previously granted RSU's.
6. F6. The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of ordinary stock of Tower Semiconductor Ltd. (the "Company"). 1,940 will vest on 03/31/2027, additional 1,940 will vest on 03/31/2028 and the remaining 1,941 will vest on 03/31/2029, subject to the Reporting Persons continued service through each vesting date.

Key Figures

Ordinary share line 1: 5,821 shares Ordinary share line 2: 2,816 shares Ordinary share line 3: 33,427 shares +5 more

8 metrics

Ordinary share line 1 5,821 shares Total ordinary shares following transaction entry

Ordinary share line 2 2,816 shares Total ordinary shares following transaction entry

Ordinary share line 3 33,427 shares Total ordinary shares following transaction entry

Ordinary share line 4 54,375 shares Total ordinary shares following transaction entry

RSUs vesting 12/11/2026 2,348 RSUs Scheduled vesting on 12/11/2026, subject to continued service

RSUs vesting 03/19/2027 19,849 RSUs Scheduled vesting on 03/19/2027, subject to continued service

Vested RSUs from one grant 36,250 RSUs Already vested from a prior RSU grant

Future RSUs from same grant 18,125 RSUs Will vest on 05/27/2027, subject to continued service

Key Terms

restricted stock units ("RSUs"), contingent right, vest, ordinary stock, +1 more

5 terms

restricted stock units ("RSUs") financial

"The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

contingent right financial

"each of which represents a contingent right to receive one share of ordinary stock..."

vest financial

"The 2,348 will vest on 12/11/2026, subject to the Reporting Persons continued service..."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

ordinary stock financial

"receive one share of ordinary stock of Tower Semiconductor Ltd."

beneficial ownership financial

"initial statement of beneficial ownership implied by the Form 3 structure and holdings listed"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Mor Rafy report in this TSEM Form 3 filing?

The Form 3 shows Mor Rafy’s initial beneficial ownership in TOWER SEMICONDUCTOR LTD, including ordinary share holdings and several restricted stock unit (RSU) grants that vest over future dates, all subject to continued service with the company.

Are there any buy or sell transactions by Mor Rafy in this TSEM Form 3?

The filing does not report any explicit share purchases or sales. Instead, it lists existing ordinary share positions and RSU awards, indicating current and future equity interests rather than new market transactions in TOWER SEMICONDUCTOR LTD stock.

When do key RSU grants for TSEM’s COO Mor Rafy vest?

RSU vesting dates include 2,348 units on 12/11/2026 and 19,849 units on 03/19/2027. Additional grants vest on 05/27/2027, 03/26/2027, 03/26/2028, 03/31/2027, 03/31/2028 and 03/31/2029, all subject to continued service.

How many of Mor Rafy’s TSEM RSUs have already vested?

One RSU grant notes 36,250 units have vested, with 18,125 scheduled to vest later. Another grant shows 11,141 units already vested, with additional units vesting in 2027 and 2028, illustrating a mix of current and future equity exposure.

What conditions apply to Mor Rafy’s TSEM RSU vesting schedule?

Each RSU grant vests only if Mor Rafy continues service through the respective vesting dates. This aligns his long-term incentives with TOWER SEMICONDUCTOR LTD’s performance, as unvested RSUs depend on ongoing employment at the company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 07:42 AM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Mor Rafy

(Last) (First) (Middle)

39 HERMON ST.

(Street)

NOFIT 3600100

(City) (State) (Zip)

ISRAEL

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
05/29/2026

3. Issuer Name and Ticker or Trading Symbol
TOWER SEMICONDUCTOR LTD [ TSEM ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	2,348(1)	D
Ordinary Shares	19,849(2)	D
Ordinary Shares	54,375(3)	D
Ordinary Shares	33,427(4)	D
Ordinary Shares	2,816(5)	D
Ordinary Shares	5,821(6)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of ordinary stock of Tower Semiconductor Ltd. (the "Company"). The 2,348 will vest on 12/11/2026, subject to the Reporting Persons continued service through each vesting date.

2. The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of ordinary stock of Tower Semiconductor Ltd. (the "Company"). The 19,849 will vest on 03/19/2027, subject to the Reporting Persons

3. The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of ordinary stock of Tower Semiconductor Ltd. (the "Company"). 36,250 have vested and the remaining 18,125 will vest on 05/27/2027 subject to the Reporting Persons continued service through each vesting date.

4. The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of ordinary stock of Tower Semiconductor Ltd. (the "Company"). 11,141 have vested, additional 11,141 will vest on 03/26/2027 and the remaining 11,145 will vest on 03/26/2028 subject to the Reporting Persons continued service through each vesting date.

5. These shares were issued upon vesting of previously granted RSU's.

6. The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of ordinary stock of Tower Semiconductor Ltd. (the "Company"). 1,940 will vest on 03/31/2027, additional 1,940 will vest on 03/31/2028 and the remaining 1,941 will vest on 03/31/2029, subject to the Reporting Persons continued service through each vesting date.

Remarks:

This Form 3 is being filed to report the Reporting Person beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

	/s/ Yohanan Azriel on behalf of Oppenheimer Israel, as Attorney-in-fact	05/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)