Icl Group Ltd. SEC Filings

ICL Group presents a strategic update focused on specialty crop nutrition, functional food ingredients and phosphate solutions, alongside long-term projections and Dead Sea concession planning. The company highlights large addressable markets, including a $35B functional food ingredients segment growing at about 5–6% annually and a food ingredients market of $152B with growth above 6% per year. It reports adjusted EBITDA of roughly $1,500M for the last 12 months and explains that future growth is expected from both concession-related and non-concession activities. An MOU with the Israeli government on the Dead Sea concession is described as providing financial and regulatory clarity, supporting business continuity and offering an alternative path alongside a competitive tender. ICL also outlines portfolio optimization, cost-efficiency initiatives and use of non‑IFRS measures such as adjusted EBITDA, with a detailed explanation of how this metric is calculated and used.

ICL Group Ltd. reports that the Israeli Ministry of Finance has published a draft bill of law for public comment that will shape the future Dead Sea concession after the current period ends in April 2030. The Draft Bill proposes new regulatory bodies, allocation of the concession through a tender process or alternative mechanisms, and requires the future concessionaire to be an Israel-incorporated special purpose company. It outlines a revenue model for the State that includes a one-time concession fee, royalties, corporate tax and a surplus profits levy targeting an annual multi-year average rate of 50% of the concessionaire’s profit, along with various fees and charges.

The Draft Bill also tightens environmental obligations, reduces the concession area to core industrial zones, and assigns remediation responsibility to both current and future concessionaires. It would cancel ICL’s existing right of first offer to support a competitive process, consistent with a prior memorandum of understandings with the State. ICL notes the bill is an initial, partial draft, key chapters are still missing, and the final law may differ materially, so it is too early to assess the full impact on the company.

ICL Group Ltd. reports that the Israeli Supreme Court has accepted petitions regarding water fees on saline water extracted in the Dead Sea concession area. As a result, ICL estimates it will be required to pay between $70–90 million for water fees for the period from January 1, 2018 through September 2025, which will be recognized in its fourth quarter 2025 results. This estimate excludes any interest and linkage differentials that may apply.

ICL also expects an additional ongoing annual cost of about $10–12 million in water fees from October 2025 until the current concession expires, with the government intending to include water fee obligations in the terms of the future concession from April 2030. The company is reviewing the ruling and its implications and notes it had previously relied on the legal position of the Israeli Ministry of Justice and other authorities that royalties were the sole required payment for water extraction in the concession area.

ICL Group Ltd. announced details of a previously declared cash dividend of about $62 million to shareholders. The dividend equals $0.04800 per share for those receiving payment in US dollars, and ILS 0.1566720 per share for those paid in shekels, based on the Bank of Israel’s representative exchange rate on the announcement date.

The record date for entitlement is December 2, 2025, and the payment date is December 17, 2025. The dividend will be paid only to registered shareholders whose total dividend is at least $2. Israeli withholding tax rates differ across parts of the dividend: about 45% is subject to up to 25%, about 45% to up to 20%, and about 10% to 15%, with possible reductions for foreign investors under tax treaties. The company directs NYSE shareholders not using an Israeli bank to its website for information about potential tax refund procedures.

ICL Group Ltd. (ICL) received a Schedule 13G reporting that Menora Mivtachim Holdings Ltd. and its subsidiaries beneficially own 65,339,816 ordinary shares, representing 5.03% of ICL’s ordinary shares. This percentage is based on 1,290,672,729 ordinary shares outstanding as of November 6, 2025, as cited from Bloomberg.

Menora Mivtachim reports no sole voting or dispositive power and shared voting and dispositive power over 65,339,816 shares, held through several subsidiaries, including insurance, pension, and investment management entities. A portion of the economic interest is for the benefit of insurance policy holders, portfolio account owners, and members of provident and pension funds. Menora Mivtachim states that the securities were not acquired and are not held for the purpose of changing or influencing control of ICL and disclaims beneficial ownership beyond its pecuniary interest.

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.