Tower Semiconductor (TSEM) CFO details multi-year RSU awards

Rhea-AI Filing Summary

Tower Semiconductor Ltd Chief Financial Officer Oren Shirazi filed an initial Form 3 reporting his holdings of ordinary shares and restricted stock units. The filing lists several direct holdings of ordinary shares, along with RSU awards that convert into one ordinary share each as they vest.

Footnotes describe RSU grants of 2,348 shares vesting on 12/11/2026, 25,268 shares vesting on 03/19/2027, and 18,125 shares vesting on 05/27/2027, all subject to continued service. Additional RSU grants vest in tranches through 2028 and 2029, outlining a multi‑year equity compensation schedule.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Shirazi Oren

Role Chief Financial 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 — 2,348 shares (Direct, null)

Footnotes (1)

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 Person's 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"). 25,268 will vest on 03/19/2027, subject to the Reporting Person'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"). 18,125 will vest on 05/27/2027, subject to the Reporting Person's 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"). 14,224 will vest on 03/26/2027 and the remaining 14,226 will vest on 03/26/2028, subject to the Reporting Person's continued service through each vesting date. 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"). 2,295 will vest on 03/31/2027, additional 2,295 will vest on 03/31/2028 and the remaining 2,295 will vest on 03/31/2029, subject to the Reporting Person's continued service through each vesting date.

Key Figures

Ordinary share holding: 6,885 shares Ordinary share holding: 1,494 shares Ordinary share holding: 28,450 shares +3 more

6 metrics

Ordinary share holding 6,885 shares Direct ordinary shares following transaction entry

Ordinary share holding 1,494 shares Direct ordinary shares following transaction entry

Ordinary share holding 28,450 shares Direct ordinary shares following transaction entry

RSUs vesting 12/11/2026 2,348 RSUs Each RSU converts to one ordinary share on vesting

RSUs vesting 03/19/2027 25,268 RSUs Subject to continued service to vest

RSUs vesting 05/27/2027 18,125 RSUs Subject to continued service to vest

Key Terms

restricted stock units ("RSUs"), vesting, ordinary stock

3 terms

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.

vesting financial

"The 2,348 will vest on 12/11/2026, subject to the Reporting Person's continued service"

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 stock financial

"represents a contingent right to receive one share of ordinary stock of Tower Semiconductor Ltd."

Understanding Insider Trading Forms →

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^*

Shirazi Oren

(Last) (First) (Middle)

ABA HUSHI STREET

(Street)

HAIFA 3498834

(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 Financial 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	25,268(2)	D
Ordinary Shares	18,125(3)	D
Ordinary Shares	28,450(4)	D
Ordinary Shares	1,494(5)	D
Ordinary Shares	6,885(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 Person's 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"). 25,268 will vest on 03/19/2027, subject to the Reporting Person's

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"). 18,125 will vest on 05/27/2027, subject to the Reporting Person's 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"). 14,224 will vest on 03/26/2027 and the remaining 14,226 will vest on 03/26/2028, subject to the Reporting Person's 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"). 2,295 will vest on 03/31/2027, additional 2,295 will vest on 03/31/2028 and the remaining 2,295 will vest on 03/31/2029, subject to the Reporting Person's 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/ Meirav Shemesh 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)

FAQ

What does the Tower Semiconductor (TSEM) Form 3 filing by the CFO report?

The Form 3 shows CFO Oren Shirazi’s existing ownership in Tower Semiconductor ordinary shares and restricted stock units. It is an initial statement of beneficial ownership, not a record of new share purchases or sales.

How many Tower Semiconductor RSUs vest for the CFO in 2026 and 2027?

The filing notes 2,348 RSUs vesting on 12/11/2026, 25,268 RSUs vesting on 03/19/2027, and 18,125 RSUs vesting on 05/27/2027. Each RSU represents a right to receive one ordinary share upon vesting.

What conditions apply to the Tower Semiconductor CFO’s RSU awards?

All RSU awards are subject to the CFO’s continued service with Tower Semiconductor through each specified vesting date. If service continues, each vested RSU converts into one ordinary share of the company.

Does the Tower Semiconductor CFO Form 3 indicate any share purchases or sales?

The Form 3 primarily lists existing holdings and RSU grants for the CFO, with transaction codes shown as unknown and no buy or sell codes. It functions as an ownership snapshot rather than documenting market trades.

Over what period will the Tower Semiconductor CFO’s RSUs finish vesting?

According to the footnotes, certain RSU grants vest in multiple tranches, with some vesting dates extending through 2028 and 2029. This creates a multi-year equity compensation schedule tied to continued employment.