Sec Form 3 Filing - Mor Rafy @ TOWER SEMICONDUCTOR LTD - 2026-05-29

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Mor Rafy
2. Issuer Name and Ticker or Trading Symbol
TOWER SEMICONDUCTOR LTD [ TSEM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
39 HERMON ST.
3. Date of Earliest Transaction (MM/DD/YY)
05/29/2026
(Street)
NOFIT3600100
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 2,348 ( 1 ) D
Ordinary Shares 19,849 ( 2 ) D
Ordinary Shares 54,375 ( 3 ) D
Ordinary Shares 33,427 ( 4 ) D
Ordinary Shares 2,816 ( 5 ) D
Ordinary Shares 5,821 ( 6 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mor Rafy
39 HERMON ST.
NOFIT3600100
Chief Operating Officer
Signatures
/s/ Yohanan Azriel on behalf of Oppenheimer Israel, as Attorney-in-fact 05/29/2026
Signature of Reporting Person Date
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 Persons 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"). The 19,849 will vest on 03/19/2027, subject to the Reporting Persons
( 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"). 36,250 have vested and the remaining 18,125 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"). 11,141 have vested, additional 11,141 will vest on 03/26/2027 and the remaining 11,145 will vest on 03/26/2028 subject to the Reporting Persons 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"). 1,940 will vest on 03/31/2027, additional 1,940 will vest on 03/31/2028 and the remaining 1,941 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.

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).

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