TOWER SEMICONDUCTOR LTD ownership disclosure: Phoenix Financial Ltd. and certain subsidiaries report beneficial ownership of ordinary shares totaling 5,654,349.46 shares, equal to 5.01% of outstanding ordinary shares. The filing states 112,824,944 Ordinary Shares outstanding as of June 8, 2026.
The Schedule 13G breaks the stake into subsidiary holdings, including 1,951,539.75 shares held by Phoenix Investments House trust funds and 3,485,590 shares held by a Partnership for Israeli shares. Shared voting and dispositive power are reported as 5,654,349.46 shares. The report emphasizes independent management of each subsidiary and disclaims formation of a Section 13(d) group.
Positive
None.
Negative
None.
Insights
Institutional stake disclosure with shared control and standard disclaimers.
The filing documents that Phoenix Financial Ltd. and its subsidiaries jointly report shared voting and dispositive power over 5,654,349.46 shares of TOWER SEMICONDUCTOR LTD. The statement explicitly disclaims a Section 13(d) group and notes that each subsidiary makes independent voting and investment decisions.
This structure implies aggregated economic exposure across related entities while preserving operational independence. Subsequent filings or amendments would clarify any change in voting alignment or group status.
Clear schedule-level breakdown of holdings and percent ownership.
The report provides itemized holdings: 1,951,539.75 shares (trust funds), 3,485,590 shares (partnership), and smaller pools totaling the reported 5.01% stake based on June 8, 2026. The filing ties the percentage to an explicit outstanding share count.
Investor relevance derives from the 5.01% ownership threshold; any future coordination among subsidiaries or amendments increasing the stake could trigger different reporting status.
Key Figures
Shares outstanding:112,824,944 sharesReported beneficial ownership:5,654,349.46 sharesPercent of class:5.01%+3 more
6 metrics
Shares outstanding112,824,944 sharesas of June 8, 2026
Reported beneficial ownership5,654,349.46 sharesshared voting/dispositive power reported on cover
Percent of class5.01%calculated from 112,824,944 shares outstanding
Phoenix Investments House - trust funds1,951,539.75 sharesbeneficially owned as of June 5, 2026
Partnership for Israeli shares3,485,590.00 sharesbeneficially owned as of June 5, 2026
Nostro accounts84,499.00 sharesbeneficially owned as of June 5, 2026
Key Terms
Schedule 13G, Shared Dispositive Power, Beneficially owned, Section 13(d) group
4 terms
Schedule 13Gregulatory
"Item 1. Name of issuer: TOWER SEMICONDUCTOR LTD"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Shared Dispositive Powerfinancial
"cover: Shared Dispositive Power 5,654,349.46"
Beneficially ownedfinancial
"Item 4. Ownership (a) Amount beneficially owned: See row 9"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Section 13(d) groupregulatory
"disclaims the existence of any such group for purposes of Section 13(d)"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TOWER SEMICONDUCTOR LTD
(Name of Issuer)
Ordinary Shares, par value NIS 15.00 per share
(Title of Class of Securities)
M87915274
(CUSIP Number)
06/05/2026
(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
Phoenix Financial 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
5,654,349.46
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,654,349.46
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,654,349.46
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)
5.01 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With regard to rows (6), (7) 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 June 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:
Ramat Gavriel Industrial Park, P.O. Box 619, Migdal Haemek, 2310502
Item 2.
(a)
Name of person filing:
Phoenix Financial Ltd.
The securities reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of Phoenix Financial Ltd. (the "Subsidiaries"). The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. 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:
The address of the Phoenix Financial Ltd. is Derech Hashalom 53, Givataim, 53454, Israel.
(c)
Citizenship:
Phoenix Financial Ltd. - Israel
(d)
Title of class of securities:
Ordinary Shares, par value NIS 15.00 per share
(e)
CUSIP Number(s):
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. 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 5, 2026, the securities reported herein were held as follows:
1,951,539.75 ordinary shares (representing 1.73% of the total ordinary shares outstanding) beneficially owned by The Phoenix Investments House - trust funds.
84,499.00 ordinary shares (representing 0.07% of the total ordinary shares outstanding) beneficially owned by The Phoenix "nostro" accounts.
24,198.00 ordinary shares (representing 0.02% of the total ordinary shares outstanding) beneficially owned by The Phoenix pension and provident funds.
83,047.71 ordinary shares (representing 0.07% of the total ordinary shares outstanding) beneficially owned by Linked insurance policies of Phoenix.
3,485,590.00 ordinary shares (representing 3.09% of the total ordinary shares outstanding) beneficially owned by Partnership for Israeli shares (1).
25,475.00 ordinary shares (representing 0.02% of the total ordinary shares outstanding) beneficially owned by Partnership for investing in shares indexes (1).
(1) All ownership rights in this partnership belong to companies that are part of Phoenix 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.
Phoenix Financial Ltd.
Signature:
/s/ Eli Schwartz
Name/Title:
Vice President - Chief Financial Officer
Date:
06/09/2026
Signature:
/s/ Haggai Schreiber
Name/Title:
Executive Vice President - Chief Investment Officer
Date:
06/09/2026
Comments accompanying signature: Signature duly authorized by resolution of the Board of Directors, notice of which is attached as Exhibit 1 to this Schedule 13G.
Exhibit Information
Exhibit 1 - Notice of resolution of the Board of Directors of the Phoenix Holdings Ltd., dated as of December 12, 2019 (incorporated herein by reference to Exhibit 3 to the Schedule 13G filed on February 7, 2022).
Phoenix Financial reported beneficial ownership of 5,654,349.46 shares, representing 5.01% of TOWER SEMICONDUCTOR ordinary shares, based on 112,824,944 shares outstanding as of June 8, 2026.
How is Phoenix Financial's 5.01% position composed?
The position is split across subsidiaries: 1,951,539.75 shares (trust funds), 3,485,590 shares (Partnership for Israeli shares), plus smaller accounts and pension holdings, as listed in Item 4(a) of the filing.
Does Phoenix Financial claim joint control or a Section 13(d) group?
The filing expressly disclaims the existence of any Section 13(d) group and states each subsidiary 'operates under independent management' and makes independent voting and investment decisions.
What voting and dispositive power did Phoenix report?
The Schedule 13G reports 0.00 sole voting/dispositive power and 5,654,349.46 shared voting and dispositive power over the reported ordinary shares as disclosed on the cover rows.
What outstanding share count anchors the 5.01% calculation?
The percent ownership is calculated using 112,824,944 Ordinary Shares outstanding as of June 8, 2026, as stated in the filing's cover-page note.
