TOWER SEMICONDUCTOR LTD

Proxy Statement

Extraordinary General Meeting of Shareholders — To be Held on November 25, 2026

This proxy statement (the “Proxy Statement”) is being furnished to the holders of ordinary shares, par value NIS 15.00 per share (the “Ordinary Shares”), of Tower Semiconductor Ltd. (“we,” “us,” “our,” the “Company” or “Tower”) in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors” or the “Board”) for use at the Extraordinary General Meeting of Shareholders (the “Meeting”) to be held at the offices of the Company, 20 Shaul Amor Street, Ramat Gavriel Industrial Park, Migdal Haemek 2310502, Israel, on November 25, 2026 at 3:00p.m. (Israel time), or at any postponement or adjournment thereof.

The Meeting has been convened for the sole purpose of considering and voting upon the approval of an amended and restated compensation policy for the Company’s directors and executive officers (the “Amended Compensation Policy”), in accordance with the requirements of the Israeli Companies Law, 1999 (the “Israeli Companies Law”).

The Board of Directors recommends that you vote “FOR” the proposal on the agenda.

You are entitled to vote at the Meeting if you are a shareholder of record at the close of business on October 19, 2026 (the “Record Date”). You are also entitled to vote at the Meeting if you hold Ordinary Shares through a bank, broker or other nominee which is one of our shareholders of record at the close of business on the Record Date or which appears in the participant listing of a securities depository on that date and if you hold Ordinary Shares through a member of the Tel Aviv Stock Exchange (“TASE”) on that date. You can vote your Ordinary Shares by attending the Meeting or by following the instructions under “How You Can Vote” below. Our Board urges you to vote your Ordinary Shares so that they will be counted at the Meeting or at any postponements or adjournments thereof.

This Proxy Statement, and the accompanying Notice of Extraordinary General Meeting of Shareholders describing the matter to be voted upon at the Meeting along with a proxy card enabling the shareholders to indicate their vote on such matter, are being furnished to the U.S. Securities and Exchange Commission (the “Commission”) as an exhibit to Form 6-K and are available on the Commission’s website at www.sec.gov. This Proxy Statement and the accompanying Notice of Extraordinary General Meeting of Shareholders are also being filed with the Israel Securities Authority (“ISA”) and the TASE and are available on their websites at www.magna.isa.gov.il and maya.tase.co.il, respectively. This Proxy Statement will also be available on our website www.towersemi.com.