Point72 Asset Management, Point72 Capital Advisors and Steven A. Cohen report shared beneficial ownership of 6,339,977 ordinary shares of Tower Semiconductor Ltd (CUSIP M87915274), representing 5.7% of the class as of the close of business on June 30, 2025. The shares are held by investment funds managed by Point72 Asset Management (the Point72 Funds); Point72 Asset Management and Point72 Capital Advisors report shared voting and dispositive power over these shares, and Mr. Cohen controls those entities. The filing is made on Schedule 13G/A and includes a certification that the position is not intended to influence control of the issuer.
Positive
Clear disclosure of a 6,339,977-share position representing 5.7% of Tower Semiconductor as of 06/30/2025
Position reported as passive under Schedule 13G/A with a certification that it is not intended to influence control
Negative
None.
Insights
TL;DR: Point72 disclosed a passive, shared 5.7% stake in Tower Semiconductor as of 06/30/2025, signaling a material institutional position without control intent.
The filing shows 6,339,977 shares held by Point72-managed funds with shared voting and dispositive power; Point72 Capital Advisors is the general partner and Steven A. Cohen controls the reporting entities. The Schedule 13G/A and the certification language indicate a passive investment under the 13G standard rather than an active 13D campaign to change control. For investors, a >5% stake by a large hedge fund is noteworthy for potential engagement or liquidity implications, but the document contains no indication of activist intent or imminent governance actions.
TL;DR: A >5% passive disclosure creates disclosure obligations but does not by itself imply governance control or an activist agenda.
The report provides clear attribution of shared voting and disposal authority to Point72 entities and identifies Mr. Cohen as the control person. The certification in Item 10 confirms the position is not held to influence control. From a governance perspective, this filing increases transparency and may prompt monitoring by management and other shareholders, but it does not reflect a change in board composition or corporate control.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
TOWER SEMICONDUCTOR LTD
(Name of Issuer)
Ordinary Shares, par value NIS 15.00 per share
(Title of Class of Securities)
M87915274
(CUSIP Number)
06/30/2025
(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
Point72 Asset Management, L.P.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,339,977.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,339,977.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,339,977.00
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)
5.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
M87915274
1
Names of Reporting Persons
Point72 Capital Advisors, Inc.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,339,977.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,339,977.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,339,977.00
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)
5.7 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
M87915274
1
Names of Reporting Persons
Steven A. Cohen
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,339,977.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,339,977.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,339,977.00
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)
5.7 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
TOWER SEMICONDUCTOR LTD
(b)
Address of issuer's principal executive offices:
Ramat Gavriel Industrial Park, P.O. Box 619, Migdal Haemek, Israel 2310502
Item 2.
(a)
Name of person filing:
This statement is filed by: (i) Point72 Asset Management, L.P. ("Point72 Asset Management") with respect to the ordinary shares, par value NIS 15.00 per share (the "Shares"), of Tower Semiconductor Ltd. held by Point72 Associates, LLC, an investment fund it manages ("Point72 Associates"), and another investment fund it manages (together with Point72 Associates, the "Point72 Funds"); (ii) Point72 Capital Advisors, Inc. ("Point72 Capital Advisors Inc.") with respect to the Shares held by the Point72 Funds; and (iii) Steven A. Cohen ("Mr. Cohen") with respect to the Shares beneficially owned by Point72 Asset Management and Point72 Capital Advisors Inc.
Cubist Systematic Strategies, LLC is an advisor under common control with Point72 Asset Management, and acts as a sub-advisor with respect to a portion of the Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902.
(c)
Citizenship:
Point72 Asset Management is a Delaware limited partnership. Point72 Capital Advisors Inc. is a Delaware corporation. Mr. Cohen is a United States citizen.
(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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on June 30, 2025.
Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen own directly no Shares. Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by the Point72 Funds. Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management. Mr. Cohen controls each of Point72 Asset Management and Point72 Capital Advisors Inc. The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the Shares reported herein.
(b)
Percent of class:
5.7%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on June 30, 2025.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on June 30, 2025.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on June 30, 2025.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on June 30, 2025.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). Point72 Associates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the outstanding Shares.
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.
How many Tower Semiconductor (TSEM) shares does Point72 report owning?
The filing reports 6,339,977 shares beneficially owned by Point72-related reporting persons.
What percentage of TSEM does the reported stake represent?
The reported stake represents 5.7% of Tower Semiconductor's outstanding ordinary shares as of 06/30/2025.
Was the position reported as passive or active in the filing?
The Schedule 13G/A includes a certification stating the securities were not acquired to change or influence control, indicating a passive reporting status.
Which Point72 entities are named in the filing for TSEM ownership?
The filing names Point72 Asset Management, L.P., Point72 Capital Advisors, Inc., and Steven A. Cohen as reporting persons.
What are the key dates on the filing?
The ownership information is as of June 30, 2025, and the signatures are dated 08/14/2025.
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