ICL Group (ICL) prices $800M 2036 senior notes to refinance debt and fund growth

Rhea-AI Filing Summary

ICL Group Ltd. has priced a private offering of $800 million senior unsecured notes due 2036. The notes carry a fixed interest rate of 6.036%, paid semi-annually, and are issued at 100% of face value, with the full principal repaid at maturity.

The offering, made to institutional investors under Rule 144A and Regulation S, is expected to settle on June 16, 2026, subject to customary conditions and listing on the TASE UP platform. ICL plans to use the net proceeds for general corporate purposes, including repaying its revolving credit facility maturing in April 2030, other debt reduction, capital expenditures, investments and acquisitions to support its strategy.

ICL highlights that the notes are not registered under U.S., Israeli or other securities laws and are offered only to specific qualified investor categories in the United States, Israel, the European Economic Area and the United Kingdom. As background, the company notes that its 2025 revenues totaled approximately $7 billion, reflecting the scale of its global operations.

Insights

Corporate debt and capital structure analyst

ICL adds $800M long-term debt via 2036 notes to refinance and fund growth.

ICL Group is issuing $800 million of senior unsecured notes due 2036 with a fixed coupon of 6.036%. This locks in long-term funding and staggers maturities relative to its revolving credit facility that comes due in April 2030.

The company intends to use proceeds for general corporate purposes, explicitly including partial or full repayment of its revolving credit facility, other debt repayment, capital expenditures, investments and acquisitions. This shifts some shorter-term bank debt into capital markets funding while also supporting strategic spending.

The notes target institutional buyers under Rule 144A and Regulation S, with trading expected on TASE UP after settlement on June 16, 2026. Actual impact on leverage and interest costs will depend on how much of the proceeds ultimately go to debt reduction versus new investments.

Key Figures

Senior notes offering size: $800 million aggregate principal Coupon rate: 6.036% Issue price and yield: 100% to yield 6.036% +4 more

7 metrics

Senior notes offering size $800 million aggregate principal Senior unsecured notes due 2036

Coupon rate 6.036% Interest on 2036 senior notes, paid semi-annually

Issue price and yield 100% to yield 6.036% Pricing terms of the 2036 notes

Maturity date 2036 Final principal repayment in one installment

Expected settlement date June 16, 2026 Closing of the notes offering, subject to conditions

Revolving credit facility maturity April 2030 Existing facility partly or fully repaid with proceeds

2025 revenues approximately $7 billion ICL Group total revenues for 2025

Key Terms

senior unsecured notes, Rule 144A, Regulation S, qualified institutional buyers, +2 more

6 terms

senior unsecured notes financial

"$800 million aggregate principal amount of senior unsecured notes due 2036"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

Rule 144A regulatory

"to institutional investors pursuant to Rule 144A and Regulation S"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"pursuant to Rule 144A and Regulation S under the U.S. Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

qualified institutional buyers financial

"in the United States to persons reasonably believed to be “qualified institutional buyers”"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

MiFID II regulatory

"Directive 2014/65/EU (as amended, “MiFID II”) who is authorized or regulated"

MiFID II is a set of rules in Europe that aims to make financial markets more transparent and fair. It requires banks and investment firms to clearly explain their services and costs to clients, helping people make better-informed decisions when investing their money.

TASE UP financial

"listing of the Notes for trading on the institutional investor trading platform operated by the Tel Aviv Stock Exchange Ltd. (known as “TASE UP”)"

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Form 6-K: How Foreign Companies Report to the SEC →

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 June, 2026

Commission File Number: 001-13742

ICL GROUP LTD.

(Exact name of registrant as specified in its charter)

ICL Group Ltd.

Millennium Tower

23 Aranha Street

P.O. Box 20245

Tel Aviv, 61202 Israel

(972-3) 684-4400

(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.

  

The information contained in this Report on Form 6-K (including the press release attached hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

ICL GROUP LTD.

1. Press Release dated June 9, 2026 titled “ICL Group Ltd. Prices Private Offering of $800 Million Senior Notes Due 2036”

Item 1

June 9, 2026

ICL GROUP LTD. PRICES PRIVATE OFFERING OF $800 MILLION SENIOR NOTES DUE 2036

ICL Group Ltd. (the “Company” or “ICL”) hereby announces the pricing of an offering (the “Offering”) to institutional investors pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of $800 million aggregate principal amount of senior unsecured notes due 2036 (the “Notes”), bearing interest at a rate of 6.036% to be paid semi-annually until maturity, issued at a price of 100% to yield 6.036% and with the principal amount to be repaid in one instalment at maturity. The Offering is expected to settle on June 16, 2026, subject to customary closing conditions, including listing of the Notes for trading on the institutional investor trading platform operated by the Tel Aviv Stock Exchange Ltd. (known as “TASE UP”).

 
ICL intends to use the net proceeds from the Offering for general corporate purposes, including the repayment, in part or in full, of outstanding borrowings under its revolving credit facility which matures in April 2030 (the “Revolving Credit Facility”) (following such repayment, the Revolving Credit Facility will remain available to ICL in accordance with its terms), the repayment of other debt, capital expenditures, investments and acquisitions, supporting our strategy.

The Notes have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Unless they are registered under the Securities Act or the securities law of any applicable state, Israel or any other jurisdiction, the Notes may not be offered or sold within the United States, Israel or to, or for the benefit of, U.S. Persons (as defined in Regulation S under the Securities Act), or to any Israeli residents, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, applicable state securities laws, the Israeli Securities Law, 1968 (the “Israeli Securities Law”) and applicable laws of other jurisdictions.

Accordingly, ICL is offering and selling the Notes only (a) in the United States to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A) (“QIBs”), in compliance with Rule 144A; and (b) in offshore transactions complying with Regulation S to persons reasonably believed to be Qualifying Investors. “Qualifying Investor” means a non-U.S. person (within the meaning of Regulation S under the Securities Act) that is also: (i) a QIB, (ii) an institutional investor as set forth in Section 15A(b)(1) of the Israeli Securities Law and that has provided the requisite certification under the First Addendum to the Israeli Securities Law or complies with the criteria of the Israel Securities Authority for investors incorporated outside Israel as set forth in Section 15A(b)(2) of the Israeli Securities Law (a “Qualified Israeli Investor”) or (iii) a person described in sub-paragraph (1) of Section I of Annex II to Directive 2014/65/EU (as amended, “MiFID II”) who is authorized or regulated by a member state (“Member State”) of the European Economic Area or a person described in sub-paragraph (3) of Section I of Annex II to MiFID II (a “Qualified European Investor”) or a person described in sub-paragraph 3(a) of Schedule 1 to Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR”) who is authorized or regulated in the United Kingdom or a person described in sub-paragraph 3(c) of Schedule 1 to UK MiFIR (a “Qualified UK Investor”); provided that in relation to offers of Notes in any Member State or the United Kingdom, “Qualifying Investor” shall only include Qualified European Investors or Qualified UK Investors, as applicable; in the case of the European Economic Area, such offers will be subject to Article 2(e) of the Regulation (EU) 2017/1129 and, in the case of the United Kingdom, paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”).

In addition, in the United Kingdom, the offering memorandum has not been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”) by an authorized person under FSMA.

In the United Kingdom, the offering memorandum and any other material in relation to the securities described therein are being distributed only to, and are directed only at, persons who are “qualified investors” (as defined in paragraph 15 of Schedule 1 to the POATRs) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iii) any other person  to whom it may  otherwise lawfully be distributed  (all such persons together being referred to as “Relevant Persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be made only with, Relevant Persons. The offering memorandum and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a Relevant Person should not act or rely on the offering memorandum or its contents.

Prohibition of Sales to EEA Retail Investors - The Notes described in this announcement are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

MiFID II Product Governance / Professional Investors and ECPs Only Target Market - Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the securities has led to the conclusion that: (i) the target market for the securities is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the securities (a “distributor”) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the securities (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.

Prohibition of Sales to UK Retail Investors - The Notes described in this announcement are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of UK MiFIR; or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the POATRs. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the securities or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering, selling or distributing the securities or otherwise making them available to any retail investor in the United Kingdom may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

UK MIFIR Product Governance / Professional Investors and ECPs Only Target Market - Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the securities has led to the conclusion that: (i) the target market for the securities is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in UK MiFIR; and (ii) all channels for distribution of the securities to eligible counterparties and professional clients are appropriate. A distributor, being a person subsequently offering, selling or recommending the securities, should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the securities (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

This announcement is for informational purposes only and is not an offer to sell or the solicitation of an offer to purchase the Notes or any other securities,  nor shall it constitute an offer, solicitation or sale of the Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The Offering is being made solely pursuant to an offering memorandum, which sets forth the terms of the Offering. The securities rating included herein is not a recommendation to buy, sell or hold Notes and may be subject to revision or withdrawal at any time.

The Notes may be offered in the State of Israel only to Qualified Israeli Investors in reliance on an exemption from the requirement to file a prospectus pursuant to Sections 15A(b)(1) and 15A(b)(2) of the Israeli Securities Law. Accordingly, no prospectus will be filed in the State of Israel in connection with the Offering.

***

About ICL

ICL Group Ltd. is a global leader in agriculture, food and industrial solutions, utilizing its unique mineral resources and extensive expertise to address key sustainability challenges related to food security and access to essential minerals. ICL is focused on driving long-term growth through its specialty agriculture and food businesses, while strategically managing its bromine, potash and phosphate mineral resources. ICL’s global professional workforce is dedicated to expanding its growth engines and efficiently operating – both structurally and economically – while maintaining and optimizing its core operations. The Company’s operations are organized under four segments: Industrial Products, Potash, Phosphate Solutions and Growing Solutions. ICL shares are dual listed on the New York Stock Exchange and the Tel Aviv Stock Exchange (NYSE and TASE: ICL). The Company employs more than 12,000 people worldwide, and its 2025 revenues totaled approximately $7 billion. For more information, visit the Company's website at www.icl‑group.com.

Forward-Looking Statements

This announcement contains forward-looking statements as to ICL’s expectations concerning the Offering, but actual results could vary based on conditions in the capital markets and other factors described under “Risk Factors” in ICL’s Annual Report on Form 20-F for the year ended December 31, 2025 and other reports filed with the U.S. Securities and Exchange Commission. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in ICL’s business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

Name of the authorized signatory on the report and name of authorized electronic reporter: Aya Landman, Adv.

Position: VP, Chief Compliance Officer & Corporate Secretary

Signature Date: June 9, 2026

Investor and Press Contact - Israel Adi Bajayo VP, ICL Spokesperson and Israel IR +972-52-4454789
Adi.Bajayo@icl-group.com Investor and Press Contact - Global Peggy Reilly Tharp VP, ICL Global Investor Relations +1-314-983-7665
Peggy.ReillyTharp@icl-group.com

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.

	ICL Group Ltd.
	By:	/s/ Aviram Lahav
		Name:	Aviram Lahav
		Title:	Chief Financial Officer

	ICL Group Ltd.
	By:	/s/ Aya Landman
		Name:	Aya Landman
		Title:	VP, Chief Compliance Officer & Corporate Secretary

Date: June 9, 2026

FAQ

What did ICL (ICL) announce in its June 2026 Form 6-K?

ICL announced the pricing of a private offering of $800 million senior unsecured notes due 2036. The notes carry a 6.036% coupon and are being sold to institutional investors under Rule 144A and Regulation S, subject to customary closing conditions.

What are the key terms of ICL’s new $800 million senior notes?

ICL’s new notes have an aggregate principal of $800 million, a fixed interest rate of 6.036%, and mature in 2036. Interest is paid semi-annually, the notes are issued at 100% of face value, and principal is repaid in a single installment at maturity.

How does ICL (ICL) plan to use the proceeds from the 2036 notes?

ICL plans to use net proceeds for general corporate purposes, including repaying its revolving credit facility maturing in April 2030, repaying other debt, funding capital expenditures, and supporting investments and acquisitions that align with its long-term strategy.

Who can buy ICL’s new senior notes under this private offering?

The notes are offered only to qualified institutional investors. In the U.S., buyers must be qualified institutional buyers under Rule 144A. Offshore, they are sold under Regulation S to various qualifying institutional investors in Israel, the European Economic Area and the United Kingdom.

Will ICL’s $800 million notes be listed or traded on an exchange?

ICL expects the notes to be listed for trading on the institutional investor platform TASE UP operated by the Tel Aviv Stock Exchange. Listing is one of the customary closing conditions for the offering, which is expected to settle on June 16, 2026.

How large is ICL (ICL) relative to this $800 million debt offering?

ICL reports that its 2025 revenues totaled approximately $7 billion, indicating a large global business. The new $800 million senior notes therefore represent a significant, but not dominant, source of funding within its broader capital structure and operations.