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Form 3 TOWER SEMICONDUCTOR LTD For: May 29 Filed by: Racanelli Marco

May 29, 2026 7:54 AM
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
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1. Name and Address of Reporting Person *
Racanelli Marco

(Last) (First) (Middle)
25762 DILLON ROAD

(Street)
LAGUNA HILLS CA 92653

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/29/2026
3. Issuer Name and Ticker or Trading Symbol
TOWER SEMICONDUCTOR LTD [ TSEM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 13,286 (1)
D
Ordinary Shares 2,817 (2)
D
Ordinary Shares 33,007 (3)
D
Ordinary Shares 29,168 (4)
D
Ordinary Shares 35,237 (5)
D
Ordinary Shares 7,796 (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. 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"). 469 are already vested and the remaining 2,348 will vest on 12/11/2026, 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"). 1,673 are already vested and the remaining 31,334 will vest on 03/19/2027, 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"). 29,168 will vest on 05/27/2027, 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"). 17,616 will vest on 03/26/2027 and the remaining 17,621 will vest on 03/26/2028, subject to the Reporting Persons continued service through each vesting date.
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"). 2,598 will vest on 03/31/2027, additional 2,598 will vest on 03/31/2028 and the remaining 2,600 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 4 (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.

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