Harel Insurance discloses 5.1% stake in Tower Semiconductor (TSEM)

Rhea-AI Filing Summary

Harel Insurance Investments & Financial Services Ltd. reported beneficial ownership of 5,700,478 Ordinary Shares of Tower Semiconductor Ltd., representing 5.1% of the class based on 112,824,944 Ordinary Shares outstanding as of March 31, 2026. The filing states 5,482,801 shares are held for public clients through managed funds, 43,757 shares are in third‑party client accounts, and 173,920 shares are held for the filer’s own account.

The statement notes that subsidiaries manage the public client holdings under independent management and that the Reporting Person disclaims beneficial ownership of more than 173,920 shares held for its own account. Voting and dispositive powers are reported as shared for the aggregate position; sole voting and disposition powers are zero.

Insights

Institutional Ownership Analyst

Harel holds a passive ~5.1% stake in Tower Semiconductor, largely through managed client funds.

Harel reports 5,700,478 shares beneficially owned, with 5,482,801 shares held via managed public funds and 173,920 shares held for its own account. The filing emphasizes independent management of client accounts and a disclaimer about beneficial ownership of the firm's own account shares.

Because voting and dispositive power are shared and many holdings are managed for clients, the economic exposure is spread across investor accounts; timing and intent of any future dispositions are not disclosed in this excerpt.

Regulatory Compliance Expert

The Schedule 13G discloses a passive reporting position and includes standard voting/disposition detail.

The cover page percent is calculated using 112,824,944 Ordinary Shares outstanding as of March 31, 2026, as cited in the filing. The Reporting Person records 0 sole voting and dispositive power and lists shared powers consistent with pooled/managed holdings.

Disclosure preserves the subsidiary independence assertion and a disclaimer limiting the Reporting Person's admission of beneficial ownership to 173,920 shares for its own account; the filing does not state any planned transactions or changes.

Key Figures

Beneficial ownership: 5,700,478 shares Percent of class: 5.1% Shares held for public clients: 5,482,801 shares +3 more

6 metrics

Beneficial ownership 5,700,478 shares Reported in Schedule 13G

Percent of class 5.1% Based on 112,824,944 shares outstanding as of March 31, 2026

Shares held for public clients 5,482,801 shares Held via managed funds and similar accounts

Third‑party client accounts 43,757 shares Held by third‑party client accounts managed by a subsidiary

Firm account holdings 173,920 shares Beneficially held for Reporting Person's own account

Shares outstanding used 112,824,944 shares Outstanding as of March 31, 2026 (source cited in filing)

Key Terms

Beneficial ownership, Shared dispositive power, Schedule 13G, Subsidiaries operate under independent management

4 terms

Beneficial ownership regulatory

"Of the 5,700,478 Ordinary Shares reported in this Statement as beneficially owned"

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.

Shared dispositive power regulatory

"Shared Dispositive Power 5,700,478.00"

Schedule 13G regulatory

"Item 1. (a) 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.

Subsidiaries operate under independent management other

"which are managed by subsidiaries of the Reporting Person, each of which subsidiaries operates under independent management"

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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)

06/10/2026

(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

Harel Insurance Investments & Financial Services 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 5,656,721.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,700,478.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,700,478.00

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)

5.1 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With regard to Rows (6), (8) and (9), please see Item 4. Row (11) is based on 112,824,944 Ordinary Shares issued and outstanding as of March 31, 2026 (as reported by the Issuer in Exhibit 99.1 to its Report on Form 6-K filed with the Securities and Exchange Commission on May 21, 2026).

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: Harel Insurance Investments & Financial Services Ltd.
(b)	Address or principal business office or, if none, residence: 3 Aba Hillel Street, Ramat Gan 52118, Israel
(c)	Citizenship: 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: Of the 5,700,478 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person, (i) 5,482,801 Ordinary Shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of the Reporting Person, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, (ii) 43,757 Ordinary Shares are held by third-party client accounts managed by a subsidiary of the Reporting Person as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts, and (iii) 173,920 Ordinary Shares are beneficially held for its own account. Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of more than 173,920 Ordinary Shares covered by this Statement.
(b)	Percent of class: See Row (11) of the cover page of the Reporting Person above.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: See Row (6) of the cover page of the Reporting Person above and note in Item 4 above.
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: See Row (8) of the cover page of the Reporting Person above and note in Item 4 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.

Harel Insurance Investments & Financial Services Ltd.

Signature:	/s/ Alon Kaufman
Name/Title:	Alon Kaufman/Vice President
Date:	06/15/2025

FAQ

What stake does Harel Insurance report in TSEM?

Harel Insurance reports beneficial ownership of 5,700,478 Ordinary Shares in TSEM, equal to 5.1% of the class based on 112,824,944 shares outstanding as of March 31, 2026. This split includes client and firm‑held shares.

How many of the reported shares are held for Harel's own account?

173,920 Ordinary Shares are reported as beneficially held for Harel Insurance's own account. The filing disclaims that the Reporting Person should be considered beneficial owner of more than that number for its own account.

How much of Harel's position is held through client funds and managers?

5,482,801 Ordinary Shares are held for members of the public through provident funds, mutual funds, pension funds, insurance policies, or ETFs managed by Harel subsidiaries, which the filing says operate under independent management.

Does Harel have sole voting or dispositive power over these shares?

The filing reports 0 sole voting power and 0 sole dispositive power. Shared voting power is listed as 5,656,721 and shared dispositive power as 5,700,478, reflecting pooled/managed holdings.

What outstanding share count does the filing use to calculate the percent owned?

The percent ownership is based on 112,824,944 Ordinary Shares issued and outstanding as of March 31, 2026, cited from an Exhibit to a Report on Form 6‑K referenced in the filing.