Menora Mivtachim group has disclosed a significant holding in Tower Semiconductor Ltd. through an amended Schedule 13G. Menora Mivtachim Holdings Ltd. reports beneficial ownership of 6,898,163 ordinary shares, representing 6.17% of Tower’s ordinary shares, based on 111,845,587 shares outstanding as of May 31, 2025.
Affiliate Menora Mivtachim Pensions & Gemel Ltd. separately reports 6,046,352 ordinary shares, or 5.41% of the class, as of December 31, 2025. The shares are held across several subsidiaries for the benefit of insurance policyholders, portfolio clients, and pension and provident fund members.
Menora and its subsidiaries expressly disclaim beneficial ownership beyond their pecuniary interest and certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Tower Semiconductor.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Tower Semiconductor Ltd
(Name of Issuer)
Ordinary Shares, par value NIS 15.00 per share
(Title of Class of Securities)
M87915274
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
M87915274
1
Names of Reporting Persons
Menora Mivtachim Holdings Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,898,163.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,898,163.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,898,163.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.17 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With regard to rows (6), (8), (9) and (11), the beneficial ownership of the securities reported herein is described in Item 4(a).
Row (11) is Based on 111,845,587 Ordinary Shares outstanding as of May 31, 2025 (as reported by the Issuer in Exhibit 99.1 to its Report on Form 6-K filed with the Securities and Exchange Commission on June 12, 2025).
SCHEDULE 13G
CUSIP No.
M87915274
1
Names of Reporting Persons
Menora Mivtachim Pensions & Gemel Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,046,352.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,046,352.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,046,352.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.41 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With regard to rows (6), (8), (9) and (11), the beneficial ownership of the securities reported herein is described in Item 4(a).
Row (11) is Based on 111,845,587 Ordinary Shares outstanding as of May 31, 2025 (as reported by the Issuer in Exhibit 99.1 to its Report on Form 6-K filed with the Securities and Exchange Commission on June 12, 2025).
Menora Mivtachim Holdings Ltd.
Menora Mivtachim Pensions and Gemel Ltd.
(b)
Address or principal business office or, if none, residence:
Menora Mivtachim Holdings Ltd. - Menora House, 23 Jabotinsky St., Ramat Gan 5251102, Israel
Menora Mivtachim Pensions and Gemel Ltd. - 23 Jabotinsky St., Ramat Gan 5251102, Israel
(c)
Citizenship:
Menora Mivtachim Holdings Ltd. - Israel
Menora Mivtachim Pensions and Gemel Ltd. - Israel
(d)
Title of class of securities:
Ordinary Shares, par value NIS 15.00 per share
(e)
CUSIP No.:
M87915274
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See row 9 of cover page of each reporting person.
As of December 31, 2025, the securities reported herein were held as follows:
6,046,352 ordinary shares (representing 5.41% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Pensions and Gemel Ltd.;
797,343 ordinary shares (representing 0.71% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Insurance Ltd.;
42,808 ordinary shares (representing 0.04% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd.; and
11,660 ordinary shares (representing 0.01% of the total ordinary shares outstanding) beneficially owned by Shomera Insurance Company Ltd.
The securities reported herein are beneficially owned by Menora Mivtachim Holdings Ltd. ("Menora Holdings") and by entities that are direct or indirect, wholly-owned or majority-owned, subsidiaries of Menora Holdings (the "Subsidiaries"), such as Menora Mivtachim Insurance Ltd., Shomera Insurance Company Ltd., Menora Mivtachim Pensions and Gemel Ltd., Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd., and Menora Mivtachim Investment Portfolio Management Ltd. The economic interest or beneficial ownership in a portion of the securities covered by this report (including the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities) is held for the benefit of insurance policy holders, the owners of portfolio accounts, or the members of the provident funds or pension funds, as the case may be. This statement on Schedule 13G shall not be construed as an admission by Menora Holdings or by any of the Subsidiaries that it is the beneficial owner of any of such securities covered by this statement on Schedule 13G, and each of Menora Holdings and the Subsidiaries disclaims beneficial ownership of any such securities except to the extent of its pecuniary interest therein.
(b)
Percent of class:
See row 11 of cover page of each reporting person
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See row 5 of cover page of each reporting person
(ii) Shared power to vote or to direct the vote:
See row 6 of cover page of each reporting person and note in Item 4(a) above
(iii) Sole power to dispose or to direct the disposition of:
See row 7 of cover page of each reporting person
(iv) Shared power to dispose or to direct the disposition of:
See row 8 of cover page of each reporting person and note in Item 4(a) above
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Menora Mivtachim Holdings Ltd
Signature:
/s/ Omri Gal
Name/Title:
VP Finance and Accounting
Date:
02/01/2026
Signature:
/s/ Lior Yochpaz
Name/Title:
Authorized Signatory
Date:
02/10/2026
Menora Mivtachim Pensions & Gemel Ltd.
Signature:
/s/ Omri Gal
Name/Title:
VP Finance and Accounting
Date:
02/01/2026
Signature:
/s/ Lior Yochpaz
Name/Title:
Authorized Signatory
Date:
02/10/2026
Exhibit Information
Exhibit 1 - Joint Filing Agreement by and among the Reporting Persons, dated as of February 13, 2025 (incorporated herein by reference to Exhibit 1 to the Schedule 13G filed on February 13, 2025).
What ownership stake does Menora Mivtachim report in Tower Semiconductor (TSEM)?
Menora Mivtachim Holdings Ltd. reports beneficial ownership of 6,898,163 ordinary shares of Tower Semiconductor, representing 6.17% of the outstanding class. This percentage is calculated using 111,845,587 ordinary shares outstanding as of May 31, 2025, as reported by Tower in a Form 6-K.
How many Tower Semiconductor shares does Menora Mivtachim Pensions & Gemel Ltd. hold?
Menora Mivtachim Pensions & Gemel Ltd. beneficially owns 6,046,352 Tower Semiconductor ordinary shares, representing 5.41% of the company’s outstanding ordinary shares. This holding is part of the broader Menora group structure and is reported as of December 31, 2025, using the issuer’s May 31, 2025 share count.
On what share count is Menora’s ownership percentage in Tower Semiconductor (TSEM) based?
The reported ownership percentages are based on 111,845,587 Tower Semiconductor ordinary shares outstanding as of May 31, 2025. That figure comes from the company’s Exhibit 99.1 to a Form 6-K filed on June 12, 2025, and is used consistently for the percentage calculations.
Who ultimately benefits from the Tower Semiconductor shares held by Menora Mivtachim entities?
Economic interests in the Tower Semiconductor shares are held for insurance policyholders, portfolio account owners, and members of provident and pension funds. Menora Mivtachim Holdings and its subsidiaries state that these clients benefit from dividends or sale proceeds, while the group disclaims full beneficial ownership beyond its pecuniary interest.
Is Menora Mivtachim seeking to influence control of Tower Semiconductor (TSEM)?
Menora Mivtachim certifies the Tower Semiconductor shares were not acquired and are not held to change or influence control of the issuer. They further state the holdings are not part of any transaction with that purpose or effect, aside from activities tied to a specific nomination provision.
Which Menora Mivtachim subsidiaries hold Tower Semiconductor shares and in what amounts?
As of December 31, 2025, reported holdings include 6,046,352 shares by Menora Mivtachim Pensions & Gemel Ltd., 797,343 by Menora Mivtachim Insurance Ltd., 42,808 by Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd., and 11,660 by Shomera Insurance Company Ltd., all under Menora Mivtachim Holdings Ltd.
