Tower Semiconductor (TSEM) director reports ordinary share and RSU holdings

Rhea-AI Filing Summary

Tower Semiconductor Ltd director Iris Avner filed an initial Form 3 reporting beneficial ownership of ordinary shares. The holdings include shares issued upon vesting of previously granted restricted stock units (RSUs) and additional RSUs scheduled to vest in 2026 and 2027, contingent on continued service.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Avner Iris

Role null

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

Holdings After Transaction: Ordinary Shares — 11,307 shares (Direct, null)

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.

Key Figures

Vested RSUs: 2,460 RSUs RSUs vesting on 07/31/2026: 2,460 RSUs RSUs vesting on 07/30/2026: 2,091 RSUs +1 more

4 metrics

Vested RSUs 2,460 RSUs Already vested as described for Iris Avner

RSUs vesting on 07/31/2026 2,460 RSUs Scheduled vesting date 07/31/2026, subject to continued service

RSUs vesting on 07/30/2026 2,091 RSUs Scheduled vesting date 07/30/2026, subject to continued service

RSUs vesting on 07/30/2027 2,091 RSUs Scheduled vesting date 07/30/2027, subject to continued service

Key Terms

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

4 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.

contingent right financial

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

vest financial

"2,460 are already vested and the remaining 2,460 will vest on 07/31/2026"

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."

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^*

Avner Iris

(Last) (First) (Middle)

HAMAAVAK STREET NO 9

(Street)

GIVATAIM 5352305

(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)

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

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	11,307(1)	D
Ordinary Shares	4,920(2)	D
Ordinary Shares	4,182(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 Exercisable	Expiration Date	Title	Amount 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-fact	05/28/2026
	** 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 Iris Avner Form 3 for TSEM report?

The Form 3 reports Iris Avner’s initial beneficial ownership of Tower Semiconductor ordinary shares. It notes that some shares were issued upon vesting of previously granted RSUs and that further RSUs are scheduled to vest in future years, subject to continued service.

How are RSUs described in the TSEM Form 3 for Iris Avner?

The filing explains that each restricted stock unit (RSU) represents a contingent right to receive one ordinary share of Tower Semiconductor. These RSUs function as equity-based compensation that converts into shares as they vest over time, assuming service conditions are met.

What RSUs are already vested for Iris Avner at Tower Semiconductor (TSEM)?

The filing states that 2,460 RSUs are already vested for Iris Avner. Each vested RSU represents one ordinary share of Tower Semiconductor, meaning these units have already converted into share ownership under the company’s equity compensation arrangements.

When will additional RSUs vest for Iris Avner at TSEM?

The Form 3 notes that 2,460 RSUs will vest on 07/31/2026. It further states that 2,091 RSUs will vest on 07/30/2026 and another 2,091 RSUs will vest on 07/30/2027, all subject to continued service through each vesting date.

What conditions apply to Iris Avner’s unvested RSUs at Tower Semiconductor?

All unvested RSUs are subject to a continued service condition. The filing specifies that future vesting on 07/31/2026, 07/30/2026, and 07/30/2027 depends on Iris Avner remaining in service with Tower Semiconductor through each applicable vesting date.