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  4. [Form 3] TOWER SEMICONDUCTOR LTD Initial Statement of Beneficial Ownership

Tower Semiconductor (TSEM) CEO details RSU awards and share holdings

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

Rhea-AI Filing Summary

Tower Semiconductor Ltd. Chief Executive Officer Russell Craig Ellwanger filed an initial statement of beneficial ownership, listing his direct holdings of ordinary shares and restricted stock units (RSUs).

The filing notes RSU grants under which 83,709 units and 145,000 units have already vested. Additional tranches are scheduled to vest on specific dates, including 66,964 RSUs on July 3, 2026, 97,826 and 97,827 RSUs on July 31, 2026 and July 31, 2027, 72,500 RSUs on May 27, 2027, and several blocks between 14,650 and 57,967 RSUs from July 30, 2026 through July 30, 2028, all subject to his continued service.

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Insider Ellwanger Russell Craig
Role Chief Executive Officer
Type Security Shares Price Value
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 66,964 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 66,964 will vest on 07/03/2026, subject to the Reporting Persons 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"). 83,709 have vested, additional 97,826 will vest on 07/31/2026 and the remaining 97,827 will vest on 07/31/2027 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"). 145,000 have already vested and the remaining 72,500 will vest on 05/27/2027 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"). 57,963 will vest on 07/30/2026, additional 57,963 will vest on 07/30/2027 and the remaining 57,967 will vest on 07/30/2028 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"). The 14,650 will vest on 07/30/2026, subject to the Reporting Persons continued service through each vesting date.
RSUs vested (grant 1) 83,709 RSUs Already vested for CEO under one RSU grant
RSUs vested (grant 2) 145,000 RSUs Already vested for CEO under another RSU grant
RSUs vesting July 3, 2026 66,964 RSUs Scheduled vesting on 07/03/2026, subject to continued service
RSUs vesting July 31, 2026 97,826 RSUs Scheduled vesting on 07/31/2026, subject to continued service
RSUs vesting July 31, 2027 97,827 RSUs Scheduled vesting on 07/31/2027, subject to continued service
RSUs vesting May 27, 2027 72,500 RSUs Scheduled vesting on 05/27/2027, subject to continued service
RSUs vesting July 30, 2026–2028 14,650–57,967 RSUs per tranche Multiple tranches vest 07/30/2026, 07/30/2027, 07/30/2028
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.
ordinary stock financial
"each of which represents a contingent right to receive one share of ordinary stock of Tower Semiconductor Ltd."
beneficial ownership financial
"The Reporting Person was granted restricted stock units ("RSUs"), each of which represents a contingent right to receive one share"
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.
continued service financial
"will vest on 07/31/2027 subject to the Reporting Persons continued service through each vesting date."
vesting date financial
"will vest on 07/30/2028 subject to the Reporting Persons continued service through each vesting date."
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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*
Ellwanger Russell Craig
(Last)(First)(Middle)
288 COUNTY ROAD #127
(Street)
BEDFORD WYOMING 83112
(City)(State)(Zip)
UNITED STATES
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
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 Shares66,964(1)D
Ordinary Shares279,362(2)D
Ordinary Shares217,500(3)D
Ordinary Shares173,893(4)D
Ordinary Shares14,650(5)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. 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 66,964 will vest on 07/03/2026, subject to the Reporting Persons
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"). 83,709 have vested, additional 97,826 will vest on 07/31/2026 and the remaining 97,827 will vest on 07/31/2027 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"). 145,000 have already vested and the remaining 72,500 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"). 57,963 will vest on 07/30/2026, additional 57,963 will vest on 07/30/2027 and the remaining 57,967 will vest on 07/30/2028 subject to the Reporting Persons continued service through each vesting date.
5. 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 14,650 will vest on 07/30/2026, 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-fact05/29/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What does Russell Ellwanger’s Form 3 filing for TSEM show?

The Form 3 shows Russell Ellwanger’s initial beneficial ownership in Tower Semiconductor. It lists his direct ordinary share holdings and multiple restricted stock unit (RSU) grants, specifying which RSUs have already vested and which are scheduled to vest on future dates, subject to continued service.

How many Tower Semiconductor RSUs have already vested for the TSEM CEO?

The filing states that 83,709 RSUs under one grant and 145,000 RSUs under another grant have already vested for the CEO. These vested RSUs each represent the right to receive one ordinary share of Tower Semiconductor upon settlement under the respective award terms.

What future RSU vesting dates are disclosed for TSEM’s CEO?

Several RSU tranches are scheduled to vest, including 66,964 units on July 3, 2026, 97,826 and 97,827 units on July 31, 2026 and July 31, 2027, and 72,500 units on May 27, 2027. Additional blocks vest on July 30, 2026, 2027, and 2028.

What does “subject to the Reporting Person’s continued service” mean in the TSEM RSU grants?

It means each RSU tranche will only vest if Russell Ellwanger continues to provide service to Tower Semiconductor through the specified vesting date. If his service ends before a vesting date, the unvested RSUs for that tranche would typically not be earned under the award’s terms.

Does this TSEM Form 3 show any share purchases or sales by the CEO?

The Form 3 describes Ellwanger’s holdings and RSU awards rather than new market transactions. The transaction data are coded as holdings, with no buy or sell transaction codes or share amounts reported, indicating disclosure of existing positions instead of recent trades.

What type of securities are covered in Russell Ellwanger’s TSEM Form 3?

The filing covers Tower Semiconductor ordinary shares and restricted stock units (RSUs). Each RSU represents a contingent right to receive one ordinary share of Tower Semiconductor, with specific tranches already vested and others vesting on future dates if service conditions are met.