SEC Division of Corporation Finance no-action letter: Tower Semiconductor Ltd.

April 17, 2026

Response of the Office of International Corporate Finance Division of Corporation Finance

April 17, 2026

Brian V. Breheny
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, DC 20005-2111

Re: Tower Semiconductor Ltd.
Incoming letter dated April 15, 2026

Dear Mr. Breheny:

Based on the facts presented in your letter, the Division of Corporation Finance will not recommend enforcement action to the Commission if the directors and officers of Tower Semiconductor file the reports required under Exchange Act Section 16(a) by May 29, 2026. This position represents an extension of the relief granted in our letter to you dated March 13, 2026. It is based on the facts and representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion.

This no-action position is available for directors and officers of any other foreign private issuer with a class of equity securities registered under Exchange Act Section 12 that is organized and headquartered in Israel or any other foreign jurisdiction in the geographical region directly affected by the conflict described in your letter, provided they can represent that their ability to comply with the March 18, 2026 filing deadline mandated by the Holding Foreign Insiders Accountable Act has been materially affected by the direct effects of the conflict.

Sincerely,

/s/ Michael Coco

Michael Coco
Chief, Office of International Corporate Finance Division of Corporation Finance

Last Reviewed or Updated: April 20, 2026

Resources

• Incoming Letter

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BRIAN.BREHENY@SKADDEN.COM
April 15, 2026
VIA ELECTRONIC SUBMISSION
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ted Yu, Associate Director
Michael Coco, Chief, Office of International Corporate Finance RE: Tower Semiconductor Ltd.
Section 16(a) of the Exchange Act
Ladies and Gentlemen:
We are writing on behalf of Tower Semiconductor Ltd. (“TSEM”), an Israeli company and foreign private issuer (“FPI”), as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Reference is made to the letter issued by the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), dated March 13, 2026 (the “Staff Letter”), providing no-action relief to the directors and officers of TSEM and the directors and officers of similarly situated issuers with respect to the reporting requirements under Section 16(a) of the Exchange Act until April 20, 2026. As a follow-up to the Staff Letter, TSEM respectfully requests that the Staff confirm that it will not recommend that the SEC take enforcement action against the directors and officers of TSEM for failure to comply with their filing obligations under Section 16(a) of the Exchange Act by May 29, 2026, in light of ongoing volatile situations and

Division of Corporation Finance
April 15, 2026 military operations in Lebanon, Iran, Israel and other Middle Eastern countries severely impacting Israel, as discussed below. As described in our initial letter to the Staff relating to the Staff Letter, dated March 12, 2026 (the “Initial Letter”), the ongoing military operations in the Middle East have had a significant impact on TSEM’s ability to prepare for and assist its directors and officers to comply with the new Section 16(a) filing requirements. While a temporary, two-week partial ceasefire was announced with regard to operations involving Iran on April 7, 2026, these conditions persist and the situation remains volatile. Notably, the war among Israel, Lebanon and Hezbollah continues, and TSEM’s headquarters, management, parent company and largest fabrication facility (Fab 2) are all located less than 20 miles away from the Israel-Lebanon border, which continues to suffer rocket fires, missile strikes and air raid sirens from Lebanon. In addition, the wartime restrictions in Israel, especially in the northern part of Israel where TSEM’s headquarters, management and Fab 2 are located, remain ongoing, and TSEM employees, directors, vendors and other stakeholders located in Israel continue to be subject to shelter-in-place orders from time to time. Several parts of Israel continue to experience intermittent loss of power, internet and telecommunications services, as Israel continues to endure severe disruptions to communications and infrastructure. As a result, these war conditions have continued to meaningfully impair TSEM’s ability to collect, verify and assist its directors and officers in reporting the security ownership information required under Section 16(a). In addition, these restrictions impact access to company records and legal and compliance services, including notary services, that are necessary to complete the reports. For example, certain TSEM directors and officers had to reschedule notary appointments for Form ID preparations multiple times, with some of those appointments still pending as of the date of this letter, due to rocket strikes and other collateral consequences of military operations in the region. Given the continuing severity of the current situation, especially in the region where TSEM’s headquarters, management and largest fabrication facility are located, and in order to ensure that TSEM’s directors and officers are able to comply fully and accurately with the new Section 16(a) reporting obligations, TSEM believes it is necessary to request an additional extension as contemplated in the Initial Letter. To that end, we respectfully request that the Staff confirm it will not recommend that the SEC take enforcement action against TSEM’s directors and officers for failure to comply with their filing obligations under Section 16(a) of the Exchange Act by May 29, 2026. As a condition of the foregoing request, TSEM will ensure that its directors

Division of Corporation Finance
April 15, 2026 and officers will comply with the new filing obligations by May 29, 2026. 1 TSEM believes this additional extension will allow TSEM to address the continuing operational challenges posed by the ongoing military conflict and to better ensure the integrity and completeness of the required filings under Section 16(a).
III. Conclusion
On the basis of the foregoing, we respectfully request on behalf of TSEM that the Staff confirm it will not recommend that the SEC take enforcement action against TSEM’s directors and officers for failure to comply with their filing obligations under
Section 16(a) of the Exchange Act by May 29, 2026.

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We appreciate the Staff’s consideration of these matters. If you have any questions or require any further information, please contact the undersigned at (202) 371-7180 or brian.breheny@skadden.com. Very truly yours, Brian V. Breheny cc: Nati Somekh Senior Vice President, Chief Legal Officer and Corporate Secretary Oren Shirazi Chief Financial Officer; Senior Vice President of Finance Tower Semiconductor Ltd. 1 We note that there are multiple intervening holidays in Israel between the date of this letter and the requested deadline of May 29, 2026, including Memorial Day (April 20 – 21), Independence Day (April 21 – 22) and Shavu’ot (May 21 – 23). Notary services and other business activities generally will not be provided on those days. In addition to the impacts of the war, TSEM’s corporate resources are expected to be further strained for the remainder of April and May in light of the 2025 Form 20-F filing deadline on April 30, 2026, Q1 2026 financial reporting scheduled for May 13, 2026, and the proxy filing deadline in mid-May 2026 for the 2026 annual general meeting under the Israeli Companies Law.