ICL Group Ltd. SEC Filings

ICL Group Ltd. granted its CFO, Asaf Alperovitz, stock options to acquire 1,829,268 Ordinary Shares at an exercise price of NIS 15.31 per share, shown as $5.0500 using a $1.00 to NIS 3.0300 rate as of 8/4/2026. The options vest in three equal annual installments from the 8/4/2026 grant date, expire on 2031-08-04, and are held by a Trustee in his name.

ICL Group Ltd. approved adjustments to its organizational structure on August 4, 2026, effective January 1, 2027, to align management with its updated November 2025 strategy. The company will adopt an end-market-oriented operating model focused on Agriculture, Food and Industrial markets, with greater emphasis on Food activities.

Under the revised structure, ICL will report four operating segments: Growing Solutions (specialty crop nutrition), Nutrition Solutions (food, beverage, health and nutrition), Industrial Products (performance and safety solutions) and Essential Minerals (potash and phosphate fertilizers from upstream mineral sites). For investor context, ICL provided preliminary, unaudited historical segment data: Q2 2026 consolidated sales of 2,135 and operating income of 266, and full-year 2025 sales of 7,153 and operating income of 580, all recast under the new segment definitions and subject to change as accounting implications are finalized.

ICL Group Ltd. reported strong second-quarter 2026 performance, with total sales of $2.1 billion, up 17% from the prior year. Adjusted, non‑GAAP profitability improved, as adjusted net income reached $149 million, up 35%, and adjusted EBITDA was $448 million, up 28% versus second quarter 2025.

Adjusted diluted EPS, a non‑GAAP measure, rose 33% to $0.12. Operating cash flow was $290 million, with free cash flow of $94 million. Management highlighted price increases across fertilizer, food and industrial markets, while noting continued pressure from higher raw material costs and foreign-exchange headwinds. The CEO also reiterated strategic priorities around potash and phosphate, bromine market leadership, portfolio and cost optimization, and specialty crop nutrition and food solutions.

ICL Group Ltd. reports that its board of directors resolved on August 4, 2026 to declare a cash dividend of $0.05811 per share, totaling about $75 million. Some shareholders will be paid in New Israeli Shekels, with the NIS amount based on the Bank of Israel representative exchange rate on September 1, 2026. The dividend will be paid only to registered shareholders entitled to receive at least US $2.

The record date is September 2, 2026 and the payment date is September 16, 2026. For about 65% of the dividend, Israeli-resident individuals face 25% withholding and foreign residents 25% or a lower treaty rate. For about 35% of the dividend, Israeli-resident individuals face 20% withholding and foreign residents 20% or a lower treaty rate. Israeli-resident companies are not subject to withholding on either portion.

ICL Group Ltd. reported strong Q2 2026 results, with sales of $2.135 billion, up 17% from $1.832 billion a year earlier. Operating income rose to $266 million from $181 million, while adjusted operating income increased to $281 million from $201 million. Net income attributable to shareholders was $137 million versus $93 million, and adjusted net income was $149 million, up 35% from $110 million. Adjusted EBITDA grew to $448 million from $351 million, and diluted EPS was $0.11, with adjusted diluted EPS of $0.12, up 33% from $0.09. Operating cash flow reached $290 million and free cash flow was $94 million, up 34%.

Management highlighted contributions from all four segments and reiterated 2026 guidance for consolidated adjusted EBITDA of $1.5 billion to $1.7 billion, alongside expected potash sales volumes of 4.5–4.7 million tonnes. The company plans a major organizational realignment effective January 1, 2027, into Growing Solutions, Nutrition Solutions, Industrial Products and Essential Minerals, to align with its strategy. ICL also launched the enterprise-wide Elevate cost program, targeting more than $350 million of annualized savings by the end of 2028, with significant savings expected from early 2027.

Liquidity remained solid, with cash, cash equivalents, short-term investments and deposits of $662 million and about $1.6 billion of unused credit facilities as of June 30, 2026. Net financial liabilities were $2,635 million, up $375 million since year-end 2025, reflecting, among other items, a new $800 million Series H Debenture issuance maturing in 2036 at a 6.036% coupon. Both Fitch Ratings and S&P Global Ratings reaffirmed ICL’s BBB- ratings with stable outlooks. The company noted that, despite regional security tensions, the security situation in Israel had not, as of the reporting date, had a material impact on its business results, though future effects remain uncertain.

ICL Group Ltd. is convening its 2026 Annual General Meeting on September 17, 2026 in Tel Aviv and via Microsoft Teams, seeking shareholder approval to re-elect nine directors, reappoint KPMG as independent auditor, and present audited financial statements for the year ended December 31, 2025.

In 2025 the company generated sales of US$7,153 million, adjusted EBITDA of US$1,488 million, adjusted diluted EPS of $0.36, and distributed $224 million in dividends, reflecting a 3.1% dividend yield. First-quarter 2026 adjusted EBITDA was $412 million and sales were $2.0 billion, with full-year 2026 adjusted EBITDA guidance raised to a range of $1.5 billion to $1.7 billion. The strategy centers on specialty crop nutrition and specialty food solutions as primary growth engines, while maximizing potash and industrial products and driving portfolio optimization, cost efficiency, and ESG-focused governance, including a board expected to be 36% female and 73% independent.

Harel Insurance Investments & Financial Services Ltd. reports beneficial ownership of 86,377,321 ordinary shares of ICL Group Ltd., representing 6.7% of the class, based on 1,290,718,361 ordinary shares outstanding as of June 30, 2026.

Of these, 84,860,850 shares are held for public investors through various funds and policies managed by Harel subsidiaries, 405,968 shares are held in third‑party client accounts, and 1,110,503 shares are held for Harel’s own account. Harel has 0 shares with sole voting or dispositive power, and 85,971,353 shares with shared voting power and 86,377,321 with shared dispositive power. Harel states this should not be construed as admitting beneficial ownership of more than the 1,110,503 shares held for its own account.

ICL Group Ltd. has released its Annual Corporate Responsibility (ESG) Report for 2025, available through a link on the company’s website. The report is designed to give stakeholders convenient access to a wide range of ESG and sustainability topics.

The 2025 report addresses the United Nations Sustainable Development Goals and includes Sustainability Accounting Standards Board indicators, references to Global Reporting Initiative standards, and Task Force on Climate-related Financial Disclosures indicators. The company notes that the ESG report is not part of, or incorporated by reference into, this Form 6-K and is not deemed "filed" for Exchange Act liability purposes.

ICL Group Ltd. reported a new potash supply agreement with long-term customer Indian Potash Limited, India’s largest potash importer. The deal covers 375,000 metric tons of potash over the coming year, with an option for an additional 50,000 metric tons, priced at $383 per ton on a CIFFO Indian ports basis, in line with current market prices in India.

The transaction sits within ICL’s existing five-year supply framework with IPL for 2022-2027, originally signed in March 2022. ICL highlights that actual quantities and delivery timing may change, as they are subject to contract terms and various factors described in its risk disclosures and forward-looking statements.