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Yoav Chelouche of TOWER SEMICONDUCTOR (NASDAQ: TSEM) details RSU-based holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Tower Semiconductor Ltd director Yoav Chelouche filed an initial Form 3 reporting his beneficial ownership of ordinary shares. The filing shows several direct holding lines, some of which were issued upon vesting of previously granted restricted stock units (RSUs). Additional RSUs are scheduled to vest in equal tranches on July 31, 2026, July 30, 2026, and July 30, 2027, subject to his continued service, which would increase his share ownership over time.

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Insider Chelouche Yoav
Role Director
Type Security Shares Price Value
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 24,050 shares (Direct)
Footnotes (1)
  1. These shares were issued upon vesting of previously granted RSU's 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"). 2,460 are already vested and the remaining 2,460 will vest on 07/31/2026, subject to the Reporting Persons continued service through each vesting date. 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"). 2,091 will vest on 07/30/2026 and the remaining 2,091 will vest on 07/30/2027, subject to the Reporting Persons continued service through each vesting date.
Ordinary shares line 1 4,182 shares Total shares following transaction for one holding line
Ordinary shares line 2 4,920 shares Total shares following transaction for another holding line
Ordinary shares line 3 24,050 shares Total shares following transaction for a third holding line
Vested RSUs 2,460 units Already vested from one RSU grant
RSUs vesting July 31, 2026 2,460 units From first RSU grant, subject to continued service
RSUs vesting July 30, 2026 2,091 units From second RSU grant, subject to continued service
RSUs vesting July 30, 2027 2,091 units From second RSU grant, subject to continued service
restricted stock units ("RSUs") financial
"The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right to receive one share"
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.
beneficial ownership financial
"represents a contingent right to receive one share of ordinary stock of Tower Semiconductor Ltd"
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.
vesting financial
"2,460 are already vested and the remaining 2,460 will vest on 07/31/2026"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
ordinary shares financial
"each of which represents a contingent right to receive one share of ordinary stock of Tower Semiconductor Ltd"
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.
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FAQ

What does Yoav Chelouche’s Form 3 for TSEM report?

The Form 3 shows director Yoav Chelouche’s initial beneficial ownership of Tower Semiconductor ordinary shares. It lists several direct share holdings and explains that some shares came from vested RSUs, with more RSUs scheduled to vest in future years, increasing potential ownership.

How many Tower Semiconductor ordinary share lines does the Form 3 show for TSEM?

The Form 3 lists three ordinary share holding lines, each with its own post-transaction balance. These lines reflect different award or grant histories, including shares issued upon RSU vesting and existing holdings that together represent Chelouche’s reported beneficial ownership position.

What RSU vesting schedule is disclosed for Yoav Chelouche at TSEM?

The filing states one RSU grant where 2,460 units are already vested and 2,460 will vest on July 31, 2026. Another grant provides 2,091 units vesting on July 30, 2026 and 2,091 vesting on July 30, 2027, all subject to continued service.

Do Yoav Chelouche’s RSUs each convert into a TSEM ordinary share?

Yes. The filing explains that each restricted stock unit represents a contingent right to receive one ordinary share of Tower Semiconductor. As the RSUs vest on the specified future dates, they convert into ordinary shares, assuming the service-based vesting conditions are satisfied.

Are Yoav Chelouche’s reported Tower Semiconductor holdings direct or indirect?

The Form 3 classifies all listed ordinary share positions as directly owned. The ownership code is shown as “D” for each entry, and no separate entities, trusts, or family vehicles are referenced as holding these particular Tower Semiconductor shares on his behalf.
SEC Form 3
FORM 3UNITED 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*
Chelouche Yoav

(Last)(First)(Middle)
5 SHLOMO KAPLAN STREET

(Street)
TEL AVIV6789159

(City)(State)(Zip)

ISRAEL

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
05/28/2026
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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 Shares24,050(1)D
Ordinary Shares4,920(2)D
Ordinary Shares4,182(3)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 ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These shares were issued upon vesting of previously granted RSU's
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"). 2,460 are already vested and the remaining 2,460 will vest on 07/31/2026, subject to the Reporting Persons continued service through each vesting date.
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"). 2,091 will vest on 07/30/2026 and the remaining 2,091 will vest on 07/30/2027, 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/ Netta Cohen on behalf of Oppenheimer Israel, as Attorney-in-fact05/28/2026
** Signature of Reporting PersonDate
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)