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primarysourced Photonics sector Tower
TSEM
~9 min read · 2,132 words ·updated 2026-04-29 · confidence 62%

Insider transactions log — Post-HFIAA Form 4 ledger

As of: 2026-04-29.

Form 4 filings on record: 0 (zero) ✓ verified-primary

Data source: EDGAR submissions feed https://data.sec.gov/submissions/CIK0000928876.json and internal companies/tsem/data/form4_history.json (count: 0; first/last: null).

Confidence legend: ✓ verified-primary EDGAR · ◐ partial / aggregator · ⚠ inferred / estimate

1. The regime-shift context — HFIAA repeal of FPI carve-out

The single most important fact for understanding TSEM’s empty Form 4 ledger is the regulatory regime shift effective 2026-03-18.

1.1 Pre-HFIAA (1934 Securities Exchange Act → December 2025)

Section 16(a) of the Securities Exchange Act of 1934 required officers, directors, and 10%+ holders of US-listed equities to file:

  • Form 3 — initial statement of beneficial ownership upon becoming an officer / director / 10%+ holder
  • Form 4 — statement of changes in beneficial ownership (transactions), filed within 2 business days
  • Form 5 — annual statement (covering exempt transactions)

Foreign Private Issuers (FPIs) — including Tower Semiconductor — were CARVED OUT of Section 16(a) reporting. Tower is incorporated under Israeli company law, files annually on Form 20-F, and qualified for the FPI carve-out from the time of its 1994 IPO through 2026-03-18.

Practical consequence: throughout the 1994-2026 period, zero Tower-Semiconductor-insider Form 4 filings exist in EDGAR. The empty form4_history.json is structurally correct, not a data-pipeline gap.

1.2 The Holding Foreign Insiders Accountable Act (HFIAA)

The Holding Foreign Insiders Accountable Act, signed into law 2025-12-18, repealed the FPI carve-out from Section 16(a). HFIAA’s effective date is 2026-03-18 (90 days after enactment).

Reference: ✓ Harvard Law School Forum on Corporate Governance — Section 16(a) Insider Reporting Legislation Ends Foreign Private Issuer Exemption (2026-01-18)

Post-HFIAA, all SEC-registered FPIs — Tower included — are subject to the full Section 16(a) regime. This means:

  1. Initial Form 3 filings are required from each existing TSEM officer + director within 90 days of 2026-03-18 (i.e., by approximately 2026-06-16) to establish baseline holdings.
  2. Form 4 filings are required within 2 business days of each transaction occurring on or after 2026-03-18.
  3. 10%+ holders (none currently exist for TSEM — see ./institutional_holders) must file Form 4 on transactions, but no TSEM holder is currently 10%+ so no Form 4 filings will be triggered from the 10%+ category.

1.3 Pre-HFIAA insider-disclosure — what existed instead

The absence of Form 4 filings does not mean TSEM insiders had no disclosure obligation. Pre-HFIAA, TSEM insider transactions surfaced through:

ChannelDescriptionCadence
Form 144 (notice of proposed sale)Required when an officer / director sells restricted or control securities. One Form 144 filing exists for TSEM at acc. 0001968582-25-001081, filed 2025-11-19 ✓ — the only public-facing US-disclosure-regime insider-related filing in the 12-month pre-HFIAA window.Episodic
Israeli Securities Authority (ISA) disclosure portal (Maya)Israeli company law (Companies Law 5759-1999, Section 30) requires officer / director / 5%+-holder transaction disclosures via the Maya portal operated by ISA + TASE. ⚠ This is the primary historical insider-trade-disclosure channel for TSEM during the FPI-carve-out era.Within 5 business days of transaction (Israeli timeline)
20-F Item 6 + Compensation footnoteAnnual aggregate disclosure of officer / director compensation, equity awards, beneficial ownership.Annual
Significant Acquisitions Reports (SAR / Hebrew דוח על עסקה משמעותית)Required for insider transactions above certain thresholds under Israeli company law.Episodic
6-K cross-referencesMaterial insider transactions occasionally disclosed within 6-K narratives (e.g., equity-grant footnotes, executive-departure transactions).Episodic

Methodological consequence for analysts. Reconstructing the pre-HFIAA TSEM insider-transaction history requires accessing the Maya / ISA disclosure portal (Hebrew-language), NOT EDGAR. This is a substantially heavier research burden than the equivalent US-domestic-issuer Form 4 archive. The KB does not currently include systematic Maya-portal scraping; this is a backfill candidate.

1.4 Pre-HFIAA Form 144 — the one filing on record

The single Form 144 in TSEM’s EDGAR archive within the 12-month pre-HFIAA window:

FieldValue
Filing typeForm 144
Accession #0001968582-25-001081 ✓
Filing date2025-11-19 ✓
FilerNot extracted from primary doc — would require XML pull
Tower price on filing date$98.10 close (from price_history)

This Form 144 likely reflects a routine insider sale notice (Rule 144 sale of restricted / control securities). Its existence in the post-Q3-2025 window — when TSEM had just rallied from $74 (Oct 2025) to $98 (Nov 2025) — is consistent with an insider beginning to monetize equity at the inflection of the AI-photonics-premium emergence. Primary-source extraction of the filer + share count is an open backfill item.

2. The empty post-HFIAA ledger as of 2026-04-29

The HFIAA effective date was 2026-03-18. The KB cutoff is 2026-04-29 — 42 days post-effective. As of this writing:

  • Form 3 filings on record: 0 ✓ — none of the 90-day-from-effective-date initial-holdings filings have appeared yet. The deadline for these is approximately 2026-06-16.
  • Form 4 filings on record: 0 ✓ — no transaction-based filings have been triggered, suggesting either (a) no TSEM insider has transacted in the 42-day post-HFIAA window or (b) they are pending the Form 3 baselines.
  • Form 5 filings on record: 0 ✓ — annual statements not yet due.

The empty post-HFIAA ledger is the expected state for a 42-day-old transition window. The first systematic batch of Form 3 filings is anticipated May-June 2026 (within the 90-day Form 3 deadline). The KB’s data pipeline is configured to detect new Form 3 / Form 4 filings on each /refresh cycle.

3. What to expect — first post-HFIAA Form 3 / Form 4 filings

Tower’s executive officer and director cohort (per leadership and FY 2024 20-F Item 6) is approximately:

  • Russell Ellwanger — CEO, Director
  • Oren Shirazi — CFO
  • Multiple Senior VPs of business units (RF, Power, Sensors, Aerospace & Defense, etc.)
  • ~9-11 directors (mix of independent + Tower-affiliated)

Each will file an initial Form 3 disclosing baseline beneficial ownership as of approximately 2026-03-18 (or their then-effective filing-trigger date). Aggregate insider beneficial ownership per current STOCK_PRICE_DATA.json is ~0.5% of outstanding (~559K shares at 111.76M total) ◐ — meaning the Form 3 baselines should sum to approximately this magnitude.

Expected first Form 3 wave: 11-15 filings spanning the executive officer + director set, distributed over the 90-day window May-June 2026.

Expected post-Form-3 Form 4 cadence (analyst projection): Tower’s pre-HFIAA insider activity (visible only via Maya / Form 144) suggests modest open-market sales primarily by senior officers around vesting events, plus episodic option exercises. Translating this to a Form 4 cadence: estimated 5-15 Form 4 filings per quarter post-HFIAA equilibrium ⚠ — substantially less than GFS’s 12+ filings/6-week window because TSEM insiders hold smaller absolute share counts.

4. Comparative context — how TSEM Form 4 cadence will compare to peers

IssuerRegimeForm 4 cadenceInsider beneficial-ownership
TSEM (2026 forward)Post-HFIAA Section 165-15 filings / quarter (projected)~0.5% aggregate
GFSUS-domestic Section 1612+ filings / 6 weeks (high cadence; Section 16 voluntarily applied as Cayman-incorporated US-domestic-resident)~1% aggregate (insider group)
POETFPI Section 16 (post-HFIAA)Sparse — primarily Form 144Higher insider % (founder-led microcap)
Marvell (US-domestic)US-domestic Section 1630-50+ filings / quarter (large NEO cohort, deep equity comp)~2% aggregate
Tower-comparable specialty foundriesMixedUMC: TASE-equivalent disclosures; SMIC: HKEX disclosuresVaries

Read. TSEM will move from “essentially zero US-disclosed insider activity” to a moderate ~quarterly cadence post-HFIAA equilibrium. This will dramatically improve the analyst’s ability to detect insider-sentiment signals — a positive development for KB-building purposes.

5. Why the agent should not infer pre-2026-03-18 insider activity from absence of Form 4

A common pitfall when researching TSEM is to assume “no Form 4 filings = no insider activity.” This is structurally wrong for TSEM (and all FPIs) pre-2026-03-18. The correct mental model:

  • Pre-2026-03-18: Insider activity existed but was not visible via EDGAR Form 4. Visible only via (a) Form 144 (single filing 2025-11-19), (b) Israeli Maya portal, (c) annual 20-F Item 6 disclosure, (d) episodic 6-K cross-references.
  • Post-2026-03-18: Insider activity is visible via both EDGAR Form 4 AND Israeli Maya portal AND 20-F Item 6.

The post-HFIAA visibility step-up is meaningful: TSEM joins GFS, MRVL, AMD, NVDA, TSM (ADR), and other US-listed semis with transparent quarterly insider-activity tracking.

6. The “informational dark window” — pre-HFIAA Maya disclosures the KB has not yet ingested

There is a multi-year informational asymmetry in TSEM insider data: pre-HFIAA insider trades were disclosed in Israel (Maya / ISA) but not US-tracked. An analyst building a TSEM thesis with pre-2026-03-18 insider-sentiment as an input must:

  1. Access the Maya portal at https://maya.tase.co.il (Hebrew interface)
  2. Search by Tower’s TASE ticker (was TSEM; verify still listed) or Israeli company registration number (520061639 for Tower Semiconductor Ltd — likely; ⚠ verify)
  3. Filter by insider transaction filings (Hebrew: דיווחי בעלי עניין)
  4. Translate / extract trade dates, share counts, prices
  5. Cross-validate against any 6-K cross-references in EDGAR

Status: The KB has not systematically ingested Maya-portal data for TSEM. This is a significant primary-source gap for any thesis claim invoking pre-2026-03-18 insider sentiment. Analyst recommendation: flag pre-HFIAA insider claims as ⚠ until Maya backfill is completed.

Note on TASE delisting: The agent brief states that Tower is “no longer dual-listed on TASE per recent EDGAR submissions feed.” If TASE delisting has occurred, post-delisting Maya disclosures may not capture TSEM insider activity in the same way as during the dual-listed era. This bears verification: when did TASE delisting occur, and what is the current Israeli-domestic insider-disclosure pathway? ⚠ open backfill.

7. Forward-looking insider events to monitor

WindowExpected eventSignificance
2026-04-29 to 2026-06-16Wave of initial Form 3 filings establishing baseline holdingsFirst-ever US-disclosed TSEM insider-baseline data
2026-Q2 (May-June)First Form 4 filings on transactions occurring 2026-03-18+Establishes post-HFIAA cadence
May 2026Q1 2026 6-K results windowLikely opens insider trading window post-print
2026-Q3 / Q4Equity-comp vesting cyclesForm 4 filings on Code F (tax withholding) + Code A (grants)
2027 forwardAnnual Form 5 filingsFirst annual exempt-transaction summary
April 2027FY 2026 20-F filingFirst full-year FY with HFIAA-era disclosure overlap

8. Open items / backfill queue

  1. Form 144 acc. 0001968582-25-001081 primary-source extraction — pull the XML, identify filer, share count, intended sale date. The single Form 144 is the closest-to-primary US-domestic-style insider-transaction signal in the 12-month pre-HFIAA window.
  2. Maya / ISA portal scrape design — build a data-pipeline component to ingest TSEM insider disclosures from the Israeli regulatory portal. This is a systematic backfill task, not a one-off.
  3. TASE-listing-status verification — when did Tower’s TASE listing terminate (if it did)? What is the current Israeli insider-disclosure pathway for a NASDAQ-only-listed Israeli company? ⚠ open.
  4. 20-F Item 6 historical extraction — pull officer / director compensation + beneficial-ownership disclosure from each 20-F (FY 2017-2024) to build a multi-year insider-equity-evolution table.
  5. Post-HFIAA Form 3 wave detection — configure the data pipeline to alert on first TSEM Form 3 filing.
  6. Comparative HFIAA peer wave tracking — POET (also FPI), Solitario / other Israeli FPIs all subject to same regime change. Track first-Form-3 filings across the FPI peer cohort to identify whether TSEM is filing earlier or later than peers.

Sources

  • companies/tsem/data/form4_history.json — Form 4 filing index (0 entries; first/last null) ✓ verified.
  • companies/tsem/data/insider_history.json — Form 4 transaction archive (empty dict) ✓ verified.
  • TSEM EDGAR submissions feed — https://data.sec.gov/submissions/CIK0000928876.json — confirmed Form 4 count = 0 ✓.
  • Form 144 acc. 0001968582-25-001081, filed 2025-11-19 — single pre-HFIAA insider-related US filing in the 12-month window. ✓ accession verified; primary-doc extraction pending.
  • Holding Foreign Insiders Accountable Act (HFIAA) — signed 2025-12-18; effective 2026-03-18. ✓ Harvard Law CorpGov forum analysis.
  • Israeli Securities Authority (ISA) — https://www.isa.gov.il/ — pre-HFIAA insider-disclosure-regime authority. ◐ scope.
  • Maya portal (TASE) — https://maya.tase.co.il — Israeli insider-disclosure portal (Hebrew). ⚠ not yet ingested.
  • TSEM FY 2024 Form 20-F, accession 0001178913-25-001537, filed 2025-04-30 — Item 6 (Directors, Senior Management, Employees) for officer/director cohort context.

Cross-references