SEC FORM 4SEC Form 4
FORM 4UNITED 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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checkbox uncheckedCheck this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
checkbox uncheckedCheck 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*
Ellwanger Russell Craig

(Last)(First)(Middle)
288 COUNTY ROAD #127

(Street)
BEDFORDWY83112

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
TOWER SEMICONDUCTOR LTD [ TSEM ]
Foreign Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
checkbox checkedOfficer (give title below)Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checkedForm filed by One Reporting Person
Form filed by More than One Reporting Person
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)
CodeVAmount(A) or (D)Price
Ordinary Shares08/10/2026S(1)1,025D$245.93(2)707,298D
Ordinary Shares08/10/2026S(1)2,062D$246.71(3)705,236D
Ordinary Shares08/10/2026S(1)5,498D$248.02(4)699,738D
Ordinary Shares08/10/2026S(1)5,559D$248.94(5)694,179D
Ordinary Shares08/10/2026S(1)1,123D$250.05(6)693,056D
Ordinary Shares08/10/2026S(1)6,474D$251.04(7)686,582D
Ordinary Shares08/10/2026S(1)3,341D$252.07(8)683,241D
Ordinary Shares08/10/2026S(1)9,022D$253.53(9)674,219D
Ordinary Shares08/10/2026S(1)7,343D$254.15(10)666,876D
Ordinary Shares08/10/2026S(1)3,116D$255.24(11)663,760D
Ordinary Shares08/10/2026S(1)9,720D$256.56(12)654,040D
Ordinary Shares08/10/2026S(1)5,407D$257.27(13)648,633D
Ordinary Shares08/10/2026S(1)6,486D$258.47(14)642,147D
Ordinary Shares08/10/2026S(1)2,519D$259.94(15)639,628D
Ordinary Shares08/10/2026S(1)5,316D$261.03(16)634,312D
Ordinary Shares08/10/2026S(1)1,471D$262.16(17)632,841D
Ordinary Shares08/10/2026S(1)1,827D$263.78(18)631,014D
Ordinary Shares08/11/2026S(1)3,060D$243.32(19)627,954D
Ordinary Shares08/11/2026S(1)2,507D$244.69(20)625,447D
Ordinary Shares08/11/2026S(1)11,624D$245.78(21)613,823D
Ordinary Shares08/11/2026S(1)5,065D$246.74(22)608,758D
Ordinary Shares08/11/2026S(1)23,028D$248.08(23)585,730D
Ordinary Shares08/11/2026S(1)35,208D$248.78(24)550,522D
Ordinary Shares08/11/2026S(1)15,816D$249.66(25)534,706D
Ordinary Shares08/11/2026S(1)3,331D$250.9(26)531,375D
Ordinary Shares08/11/2026S(1)2,098D$252.74(27)529,277D
Ordinary Shares08/11/2026S(1)2,489D$253.92(28)526,788D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 $245.26 to $246.26. 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 2.998 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 $246.31 to $247.30. 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 2.998 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 $247.36 to $248.35. 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 2.998 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 $248.37 to $249.37. 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 2.998 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 $249.40 to $250.38. 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 2.998 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 $250.63 to $251.43. 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 2.998 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 $251.77 to $252.77. 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 2.998 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 $252.78 to $253.77. 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 2.998 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 $253.80 to $254.80. 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 2.998 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. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $254.84 to $255.84. 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 2.998 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
12. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $255.87 to $256.87. 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 2.998 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
13. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $256.90 to $257.87. 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 2.998 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
14. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $257.94 to $258.91. 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 2.998 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
15. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $259.22 to $260.17. 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 2.998 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
16. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $260.32 to $261.22. 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 2.998 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
17. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $261.81 to $262.24. 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 2.998 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
18. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $263.19 to $264.16. 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 2.998 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
19. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $243.18 to $244.13. 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 3.005 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
20. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $244.26 to $245.26. 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 3.005 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
21. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $245.29 to $246.22. 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 3.005 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
22. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $246.34 to $247.34. 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 3.005 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
23. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $247.35 to $248.35. 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 3.005 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
24. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $248.36 to $249.35. 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 3.005 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
25. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $249.39 to $250.32. 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 3.005 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
26. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $250.45 to $251.38. 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 3.005 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
27. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $252.20 to $253.08. 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 3.005 ILS to $1.000 . The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
28. 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 3.005 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-fact08/12/2026
** Signature of Reporting PersonDate
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* 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).
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