Migdal Insurance & Financial Holdings Ltd., through various subsidiaries, reports beneficial ownership of 6,744,227.47 ordinary shares of Tower Semiconductor Ltd., representing 5.98% of the outstanding ordinary shares, based on 112,824,944 shares outstanding as of July 8, 2026.
The shares are held across Migdal Sal Domestic Equities, Migdal Mutual Funds Ltd., and Migdal Insurance Company Ltd., which each manage funds for policyholders, pension and provident fund members, mutual fund unit holders, and portfolio clients. Each subsidiary operates under independent management and makes its own independent voting and investment decisions.
The filing states that neither Migdal nor its subsidiaries admit that they form a group for purposes of Section 13(d), and they disclaim beneficial ownership of any Tower Semiconductor shares beyond their actual pecuniary interest. Voting and dispositive powers are shared across subsidiaries, with no sole voting or dispositive power reported.
Positive
None.
Negative
None.
Key Figures
Beneficially owned shares:6,744,227.47 sharesOwnership percentage:5.98%Shares outstanding:112,824,944 shares+4 more
7 metrics
Beneficially owned shares6,744,227.47 sharesTower Semiconductor ordinary shares beneficially owned by Migdal and subsidiaries
Ownership percentage5.98%Percentage of Tower Semiconductor ordinary shares outstanding held by Migdal entities
Shares outstanding112,824,944 sharesTower Semiconductor ordinary shares outstanding as of July 8, 2026
Migdal Sal Domestic Equities holding5,578,130.59 sharesTower Semiconductor shares, 4.94% of total outstanding
Migdal Mutual Funds Ltd. holding1,129,246.88 sharesTower Semiconductor shares, 1% of total outstanding
Migdal Insurance Company Ltd. holding36,850.00 sharesTower Semiconductor shares, 0.03% of total outstanding
Par value per shareNIS 15.00 per sharePar value of Tower Semiconductor ordinary shares
Key Terms
beneficial ownership, disclaims any beneficial ownership, pecuniary interest, Section 13(d) of the Securities Exchange Act of 1934, +1 more
5 terms
beneficial ownershipfinancial
"With regard to rows (6), (8), (9) and (11), the beneficial ownership of the securities reported"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
disclaims any beneficial ownershipfinancial
"each of the Filing Persons and Subsidiaries disclaims any beneficial ownership of the securities"
pecuniary interestfinancial
"they are the beneficial owners of any of the Ordinary Shares covered by this Statement in excess of their actual pecuniary interest"
Section 13(d) of the Securities Exchange Act of 1934regulatory
"a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934"
Section 13(d) of the Securities Exchange Act of 1934 is a U.S. rule that requires anyone who buys more than 5% of a public company’s shares to publicly disclose who they are, how many shares they own, and their intentions toward the company. For investors, this is like a neighborhood alert when someone acquires a large stake in a building: it reveals potential changes in control or strategy that could affect the stock’s price, governance, or future direction.
How much of Tower Semiconductor (TSEM) does Migdal Insurance & Financial Holdings own?
Migdal Insurance & Financial Holdings reports beneficial ownership of 6,744,227.47 Tower Semiconductor ordinary shares, representing 5.98% of the company’s outstanding ordinary shares, based on 112,824,944 shares outstanding as of July 8, 2026.
Which Migdal subsidiaries hold Tower Semiconductor (TSEM) shares and in what amounts?
As of June 30, 2026, holdings include 5,578,130.59 shares by Migdal Sal Domestic Equities, 1,129,246.88 shares by Migdal Mutual Funds Ltd., and 36,850.00 shares by Migdal Insurance Company Ltd.
What percentage of Tower Semiconductor (TSEM) is held by Migdal Sal Domestic Equities?
Migdal Sal Domestic Equities beneficially owns 5,578,130.59 ordinary shares of Tower Semiconductor, representing 4.94% of the total ordinary shares outstanding as of June 30, 2026, according to the Schedule 13G/A filing.
Does Migdal Insurance & Financial Holdings claim to form a Section 13(d) group in Tower Semiconductor (TSEM)?
No. The filing explicitly states Migdal and its subsidiaries disclaim that a group exists for purposes of Section 13(d) and that the statement should not be construed as an admission of group status.
Who ultimately benefits from Migdal’s Tower Semiconductor (TSEM) holdings?
The filing explains that economic interests are largely held for insurance policy holders, portfolio account owners, and pension or provident fund members, rather than solely for Migdal’s own account, reflecting its asset-management role.
What voting and dispositive powers does Migdal report over Tower Semiconductor (TSEM) shares?
Migdal reports 0.00 shares with sole voting or dispositive power and 6,744,227.47 shares with shared voting and shared dispositive power, reflecting control exercised through its various managed funds and subsidiaries.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
TOWER SEMICONDUCTOR LTD
(Name of Issuer)
Ordinary Shares, par value NIS 15.00 per share
(Title of Class of Securities)
M87915274
(CUSIP Number)
06/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
M87915274
1
Names of Reporting Persons
Migdal Insurance & Financial 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
6,744,227.47
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,744,227.47
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,744,227.47
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)
5.98 %
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 112,824,944 Ordinary Shares outstanding as of July 8, 2026 (as reported on Bloomberg LP).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
TOWER SEMICONDUCTOR LTD
(b)
Address of issuer's principal executive offices:
Industrial Park, P.O. Box 619, Migdal Haemek, Israel, 2310502
Item 2.
(a)
Name of person filing:
Migdal Insurance & Financial Holdings Ltd.
The securities reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of Migdal Insurance & Financial Holdings Ltd. (the "Subsidiaries"), such as Migdal Insurance Company Ltd., Migdal Sal Domestic Equities, Migdal Makefet Pension & Provident Funds Ltd., and Migdal Mutual Funds Ltd.. The Subsidiaries manage their own funds and/or the funds of others, including for holders of various insurance policies, members of pension or provident funds, unit holders of mutual funds, portfolio management clients and their nostro accounts. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions.
(b)
Address or principal business office or, if none, residence:
Migdal Insurance & Financial Holdings 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.
Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by either the Filing Persons or Subsidiaries that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each reporting person disclaims the existence of any such group. The economic interest or beneficial ownership in a portion of the securities covered by this Statement (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. In addition, each of the Filing Persons and Subsidiaries disclaims any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein. This Statement shall not be construed as an admission by the Filing Persons or Subsidiaries that they are the beneficial owners of any of the Ordinary Shares covered by this Statement.
As of June 30, 2026, the securities reported herein were held as follows:
- 5,578,130.59 ordinary shares (representing 4.94% of the total ordinary shares outstanding) beneficially owned by Migdal Sal Domestic Equities (1);
- 1,129,246.88 ordinary shares (representing 1% of the total ordinary shares outstanding) beneficially owned by Migdal Mutual Funds Ltd.;
- 36,850.00 ordinary shares (representing 0.03% of the total ordinary shares outstanding) beneficially owned by Migdal Insurance Company Ltd..
(1) All ownership rights in this partnership belong to companies that are part of Migdal Group. The amount of ownership rights held by such companies in the partnership changes frequently according to a mechanism provided in the partnership agreement.
(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.
