Chief Executive Officer Ellwanger Russell Craig sold $14,398,782 worth of Ordinary Shares (66,964 units at $215.02), decreasing direct ownership by 9% to 708,323 units (SEC Form 4)
$TSEM
Semiconductors
Technology
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
TOWER SEMICONDUCTOR LTD [ TSEM ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 07/13/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 07/13/2026 | S(1) | 10,899 | D | $210.8201(2) | 764,388 | D | |||
| Ordinary Shares | 07/13/2026 | S(1) | 17,173 | D | $211.9483(3) | 747,215 | D | |||
| Ordinary Shares | 07/13/2026 | S(1) | 9,797 | D | $212.7959(4) | 737,418 | D | |||
| Ordinary Shares | 07/13/2026 | S(1) | 9,878 | D | $213.8328(5) | 727,540 | D | |||
| Ordinary Shares | 07/13/2026 | S(1) | 3,025 | D | $217.9321(6) | 724,515 | D | |||
| Ordinary Shares | 07/13/2026 | S(1) | 2,118 | D | $219.01(7) | 722,397 | D | |||
| Ordinary Shares | 07/13/2026 | S(1) | 4,936 | D | $219.8235(8) | 717,461 | D | |||
| Ordinary Shares | 07/13/2026 | S(1) | 4,772 | D | $220.8834(9) | 712,689 | D | |||
| Ordinary Shares | 07/13/2026 | S(1) | 1,856 | D | $222.4827(10) | 710,833 | D | |||
| Ordinary Shares | 07/13/2026 | S(1) | 2,510 | D | $234.7107(11) | 708,323 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. The sales reported in this Form 4 relate to restricted stock units, each of which represents a contingent right to receive one share of ordinary stock of Tower Semiconductor Ltd. (the "Company"), that the Reporting Person was granted more than 3 years ago, hence all has become fully vested; the sale was effected pursuant to a pre-arranged, pre-scheduled order instruction established by the Reporting Person on March 12, 2026, when the reporting Person was not in possession of material non-public information. |
| 2. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $210.33 to $211.27. These shares were sold on the Tel Aviv Stock Exchange in New Israeli Shekels (ILS). The exchange rate in effect on the transaction date was 3.025 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request |
| 3. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $211.37 to $212.36. These shares were sold on the Tel Aviv Stock Exchange in New Israeli Shekels (ILS). The exchange rate in effect on the transaction date was 3.025 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request |
| 4. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $212.37 to $213.36. These shares were sold on the Tel Aviv Stock Exchange in New Israeli Shekels (ILS). The exchange rate in effect on the transaction date was 3.025 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request |
| 5. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $213.39 to $214.22. These shares were sold on the Tel Aviv Stock Exchange in New Israeli Shekels (ILS). The exchange rate in effect on the transaction date was 3.025 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request |
| 6. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $217.36 to $218.31. These shares were sold on the Tel Aviv Stock Exchange in New Israeli Shekels (ILS). The exchange rate in effect on the transaction date was 3.025 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request |
| 7. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $218.38 to $219.21. These shares were sold on the Tel Aviv Stock Exchange in New Israeli Shekels (ILS). The exchange rate in effect on the transaction date was 3.025 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request |
| 8. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $219.39 to $220.33. These shares were sold on the Tel Aviv Stock Exchange in New Israeli Shekels (ILS). The exchange rate in effect on the transaction date was 3.025 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request |
| 9. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $220.40 to $221.16. These shares were sold on the Tel Aviv Stock Exchange in New Israeli Shekels (ILS). The exchange rate in effect on the transaction date was 3.025 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request |
| 10. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $222.28 to $222.62. These shares were sold on the Tel Aviv Stock Exchange in New Israeli Shekels (ILS). The exchange rate in effect on the transaction date was 3.025 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request |
| 11. These shares were sold on the Tel Aviv Stock Exchange in New Israeli Shekels (ILS). The exchange rate in effect on the transaction date was 3.025 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request |
| /s/ Meirav Shemesh on behalf of Oppenheimer Israel, as Attorney-in-fact | 07/15/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||