Icl Group Ltd. SEC Filings

ICL Group Ltd. (ICL) received a Schedule 13G from Migdal Insurance & Financial Holdings Ltd. reporting passive beneficial ownership of 88,693,705 ordinary shares, representing 6.87% of the class as of the stated event date. The filing certifies the securities were not acquired to change or influence control.

Subsidiary breakdowns list Migdal Sal Domestic Equities with 78,990,548 shares (6.1%) and Migdal Mutual Funds Ltd. with 9,703,157 shares (0.8%). The shares are held for members of the public through pension, provident and insurance products and mutual funds managed by Migdal entities, and the reporting persons state this is not an admission of ultimate beneficial ownership.

ICL Group Ltd. reported a strategic shift away from lithium iron phosphate (LFP) cathode active material production. On November 11, 2025, the company decided to discontinue its U.S. efforts to establish an LFP facility and, jointly with Shenzhen Dynanonic Co., Ltd., to terminate their planned LFP joint venture in Spain. The move follows the U.S. Department of Energy’s decision to discontinue funding for the St. Louis project and the absence of European Union funding for the Spain project, alongside lower-than-forecast EV demand, regulatory changes in the U.S. and China, and high capital and operating costs.

ICL expects to record an approximately $40 million write-off of assets (net of tax) in its fourth quarter of 2025 financial statements. The company stated it will continue developing its existing activities supplying raw materials to the battery materials market. This report is also incorporated by reference into ICL’s Form S-8 and its Israeli Shelf Prospectus dated September 19, 2025.

ICL Group reported third‑quarter 2025 results featuring $1.9B in sales, $398M adjusted EBITDA and $0.10 adjusted diluted EPS. Operating cash flow was $308M. Specialties‑driven sales reached $1.5B with specialties‑driven EBITDA of $251M. Segment EBITDA was $169M for Potash, $134M for Phosphate Solutions, $67M for Industrial Products and $50M for Growing Solutions.

Potash pricing strengthened, with an average CIF price per ton of $353 versus $333 in 2Q’25 and $297 in 3Q’24, supporting sequential and annual gains in sales and EBITDA, while Dead Sea and Iberia production increased quarter over quarter. Financial position included $1.5B available cash resources and net debt to adjusted EBITDA of 1.4x. The company declared a quarterly dividend of $62M (TTM yield 2.8%). Management maintained full‑year guidance for specialties‑driven EBITDA of $0.95B–$1.15B, Potash sales volumes of 4.3M–4.5M mt, and an annual tax rate of ~30%. ICL also highlighted an MOU with the Israeli government regarding the Dead Sea concession and emphasized ongoing portfolio focus and efficiency initiatives.

ICL Group Ltd. announced a cash dividend of $0.04800 per share, totaling about $62 million. The record date is December 2, 2025, and the payment date is December 17, 2025. Holders receiving the dividend in NIS should note the per‑share amount will be converted from U.S. dollars using the Bank of Israel representative exchange rate on December 1, 2025.

The dividend will be paid only to registered shareholders entitled to receive at least $2. Withholding tax rates apply as follows: on about 45% of the dividend, Israeli resident companies are exempt from withholding; Israeli resident individuals are subject to 25%, and foreign residents to 25% or treaty rates, whichever is lower. On another ~45%, Israeli resident individuals are subject to 20%, and foreign residents to 20% or treaty rates, whichever is lower, with Israeli resident companies exempt. On the remaining ~10%, both Israeli residents and foreign residents are subject to 15% or applicable treaty rates.

This report is incorporated by reference into the company’s Form S-8 (No. 333-205518) and its Israeli Shelf Prospectus dated September 19, 2025.

ICL Group Ltd. reported third‑quarter 2025 results and outlined new strategic principles. Sales were $1.853 billion, up from $1.753 billion, as operating income reached $230 million and net income attributable to shareholders was $115 million. Adjusted EBITDA rose 4% to $398 million, while diluted EPS was $0.09 and adjusted diluted EPS was $0.10.

Management is prioritizing specialties-led growth in specialty crop nutrition and specialty food solutions, while maximizing core potash, phosphate and bromine businesses and driving portfolio optimization and cost efficiency. ICL will remain a raw‑materials supplier to battery customers but will discontinue previously announced LFP cathode active material projects in St. Louis and Spain, citing shifting market dynamics, the termination of a U.S. Department of Energy grant, high costs and expected low prices.

ICL signed an MOU with the State of Israel regarding the Dead Sea concession, providing long‑term clarity. Upon concession expiry in March 2030, the government will pay $2,540 million for designated concession assets, plus certain salt‑harvesting investments. Guidance was reiterated for specialties‑driven adjusted EBITDA of $0.95–$1.15 billion for 2025, and potash sales volumes of 4.3–4.5 million tonnes. A dividend of $0.05 per share will be paid on December 17, 2025 to holders of record on December 2, 2025.

ICL Group Ltd. signed a Memorandum of Understandings with the Government of Israel setting the valuation and handover terms for assets tied to its Dead Sea concession. Upon the concession’s expiration by March 31, 2030, fixed and certain intangible assets will transfer to the State, and ICL will receive USD 2,540 million plus reimbursement of DSW’s actual investments from January 1, 2025 through the end of the period for a permanent salt harvesting solution, estimated at hundreds of millions of dollars.

The MOU requires ICL’s Dead Sea companies to maintain investment and maintenance levels consistent with the past decade; the total consideration will be adjusted if actual spending is lower or higher. ICL will cooperate with a government tender for the future concession and will forgo its current right of first offer. The MOU is non‑binding until a detailed agreement is signed within 90 days and receives all required corporate and governmental approvals. The company states the asset value arrangements are not expected to have a material impact on financial results.

ICL Group Ltd. reported that the U.S. Department of Energy has removed funding eligibility for its planned LFP cathode active material manufacturing plant in St. Louis, citing a broader review and anticipated Project cost increases. The company is reassessing the Project and its LFP activities; management says that if it decides to discontinue those activities it expects to record an investment write-off of approximately $40,000,000 (net) in its financial statements. The statement is preliminary, notes the decision follows DOE re‑prioritization, and warns that future outcomes depend on management reviews, evolving costs, and other risks the company lists as forward‑looking.

ICL Group Ltd. reported the results of its 2025 Annual General Meeting where shareholders approved all proposals described in the meeting proxy. The board slate was re-elected: Yoav Doppelt, Aviad Kaufman, Avisar Paz, Sagi Kabla, Reem Aminoach, Lior Reitblatt, Tzipi Ozer Armon, Gadi Lesin, Michal Silverberg and Shalom Shlomo will serve until the next annual meeting or earlier resignation/removal. Shareholders also reappointed Somekh Chaikin, a Member Firm of KPMG International, as independent auditor until the next annual meeting.

Votes were recorded as shown in the filing; the auditor vote is reported as 1,170,723,837 For (99.03%) with 315,765 Abstentions. The report was signed by Aya Landman, VP, Chief Compliance Officer & Corporate Secretary.

ICL Group Ltd. announced a supplemental report describing a dividend distribution that will be paid only to registered shareholders entitled to receive at least US$2. The record date for entitlement is September 3, 2025 and the payment date is September 17, 2025. Israeli tax withholding will apply: Israeli resident companies are exempt from withholding on 100% of the dividend; Israeli resident individuals face a 25% withholding rate; foreign residents (individuals and companies) will be withheld at 25% or the lower treaty rate, whichever applies. The company provides a link to guidance on possible refunds for taxes withheld in excess for shareholders holding NYSE-traded shares not through an Israeli bank.