UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES
EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 001-13742
ICL GROUP LTD.
(Exact name of registrant as specified in its
charter)
ICL Group Ltd.
Landmark Tower
2 Leonardo Da Vinci Street
Tel Aviv 6473309
Israel
(972) 03-6844459
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F
☒ Form 40-F ☐
ICL GROUP LTD.
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be
incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-205518) of ICL Group Ltd. and to be a
part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
In addition, this report on Form 6-K shall be deemed to be incorporated by reference into the Israeli Shelf Prospectus of ICL Group Ltd.
filed with the Israel Securities Authority and dated September 19, 2025 (Filing Number: 2025-02-070730) and to be a part thereof from
the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
ICL GROUP LTD.
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1. |
Dividend Distribution Announcement |
Item 1
Dividend Distribution Announcement
The Company hereby reports that on August 4, 2026,
the Company's Board of Directors resolved to declare a cash dividend in the amount of $0.05811 per share, or about $75 million.
Some shareholders will receive the dividend payment
in New Israeli Shekels (NIS) and need to take into account that the amount of the dividend per share is not final and is subject to changes
due to the need to convert the amount from US dollars to NIS according to the Bank of Israel's representative exchange rate on September
1, 2026.
The dividend will be paid only to registered shareholders
entitled to receive US $2 or more.
The record date is September 2, 2026, and the
payment date is September 16, 2026.
From the current dividend payment, Israeli tax
will be withheld at the following rates: (1) with respect to about 65% of the dividend, an Israeli resident company will not be charged
for withholding tax; the withholding tax rate for an Israeli-resident individual will be 25%; and the withholding tax rate for foreign
residents (individuals and companies) will be 25% or in accordance with the applicable international tax treaties – whichever is
lower; (2) with respect to about 35% of the dividend, an Israeli-resident company will not be charged for withholding tax; an Israeli-resident
individual will be charged for withholding tax at a rate of 20%; and foreign residents (individuals and companies) will be charged for
withholding tax at a rate of 20% or in accordance with the applicable international tax treaties – whichever is lower.
For
additional information as to a possible refund procedure for taxes withheld in excess of the withholding tax rates described above, from
shareholders holding shares that are traded on NYSE not through an Israeli bank, please visit the Company's webpage, by clicking this
https://www.icl-group.com/wp-content/uploads/2026/03/Tax-Ruling-re-Withholding-Tax-from-Dividend-paid-to-NYSE-shares-of-ICL-Valid-through-31-Dec-2026.pdf.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ICL Group Ltd. |
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By: |
/s/ Asaf Alperovitz |
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Name: |
Asaf Alperovitz |
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Title: |
Chief Financial Officer |
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ICL Group Ltd. |
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By: |
/s/ Aya Landman |
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Name: |
Aya Landman |
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Title: |
VP, Chief Compliance Officer & Corporate Secretary |
Date: August 5, 2026
