[6-K] ICL Group Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

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.

Positive

• Management is actively reviewing the Project and strategic options rather than committing immediately to termination
• Potential write-off amount is disclosed, allowing investors to model the impact ($40,000,000 net) if discontinuation occurs

Negative

• DOE removed funding eligibility for the St. Louis LFP plant, increasing project funding risk
• Possible investment write-off of $40,000,000 (net) if the company discontinues LFP activities
• Project costs are anticipated to rise, which was a factor in the DOE re‑prioritization

Insights

Financial Accountant

TL;DR: A $40M potential net write-off is identified if the LFP activities are discontinued.

The company discloses a preliminary estimate that discontinuing the Project would trigger an investment write-off of approximately $40,000,000 (net). This is an accounting recognition tied to management's decision and will affect reported non‑operating results and shareholders' equity when recorded.

Primary dependencies include final management determination, the timing of any discontinuation, and any recoverable value from related assets; expect the write‑off to appear in the nearest financial period when a decision is made or when impairment criteria are met.

Strategic Risk Analyst

TL;DR: Loss of DOE funding forces a strategic reappraisal of U.S. LFP manufacturing plans and raises project viability risk.

The DOE decision removes previously anticipated grant support and is linked to projected cost increases, prompting the company to reassess whether to continue the St. Louis LFP facility and related activities. This increases execution and cash‑need risk for the project unless alternative funding or cost reductions are secured.

Key items to watch are any formal management decision on continuation, alternative financing announcements, and disclosures quantifying revised capital expenditures or cost reductions over the next quarters.

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 October 2025

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.

 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.

1. Update regarding the LFP Project in the United States

 Item 1

Update regarding the LFP Project in the United States

Further to the Company’s immediate report dated October 19, 2022 (Reference No. 2022-02-127921), to the Company’s immediate report dated January 16, 2025 (Reference No. 2025-02-004970), and to the Company’s Annual Report as filed on Form 20-F for the year ended December 31, 2024, filed on March 13, 2025, the Company hereby reports that it has received a notice from the U.S. Department of Energy (“DOE”), informing that the DOE has decided to discontinue the funding for the establishment of a lithium iron phosphate ("LFP") cathode active material manufacturing plant in St. Louis, United States (the “Project”).

The DOE’s decision was made as part of a comprehensive review that led to the discontinuation of the funding eligibility for a number of projects that were previously approved for grants in the renewable energy sector and other sectors, with the objective of aligning such grants with the Congressional budget framework and, among other considerations, in response to the anticipated increase in the Project’s costs. The Company is reviewing DOE's announcement and the implications thereof.

As part of an overall review of the Company's strategy, it is examining the continuation of the Project and all of its activities related to LFP cathode active material. According to the Company's preliminary estimate, if a decision is made to discontinue such activities, the Company is expected to recognize an investment write-off of approximately $40 million (net) in its financial statements.

Forward-Looking Statements

This report contains forward-looking statements. Such statements often use forward-looking terminology, including, but not limited to, the words “assess,” “anticipate,” “may,” “expect,” “estimate,” “potential,” and similar expressions. Forward-looking statements appear in this report and include, among other things, statements regarding market conditions, the economic feasibility of the Project, the continuation of the Project and the Company’s activities related to the LFP cathode active material, as well as estimated capital expenditures and potential accounting impacts related to the matters described herein.

Forward-looking statements are based on management’s beliefs and assumptions and on information currently available to the Company’s management as of the date of this report. These statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied by such forward-looking statements due to various factors, including, but not limited to: estimates, forecasts and statements regarding management’s expectations concerning, among other things, construction and other related costs associated with production facilities, business and financial prospects, financial multiples and growth estimates, future trends, plans, strategies, positioning, objectives and expectations, general economic, market and business conditions, supply chain and logistics disruptions, growth in the energy storage and electric vehicle sectors, global unrest and conflicts, regulatory and governmental requirements and actions by governmental authorities across relevant geographies, including changes in government policy, changes in environmental, tax or other laws and regulations and their interpretation, war or acts of terror and/or political, economic and military instability in Israel and its region, including the current war declared in Israel and the resulting disruptions to our supply and production chains.

As a result of the foregoing, readers should not place undue reliance on the forward-looking statements contained in this report concerning the timing of any transaction, or other specific risks and uncertainties facing the Company, including those described in the “Risk Factors” section of its Annual Report on Form 20-F filed on March 13, 2025, as such risk factors may be updated from time to time in the Company’s periodic reports and public filings on Form 6-K and other reports filed with the U.S. Securities and Exchange Commission.

Forward-looking statements refer only to the date they are made, and the Company undertakes no obligation to update them in light of new information or future developments, or to publicly release any revisions to these statements in order to reflect subsequent events or circumstances, 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: October 9, 2025

Press Contact

Adi Bajayo

ICL Spokesperson

+972-52-4454789
Adi.Bajayo@icl-group.com

Investor Relations Contact

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: October 9, 2025

FAQ

What did ICL (ICL) disclose about the St. Louis LFP Project?

ICL disclosed that the DOE removed funding eligibility for the St. Louis LFP cathode plant and the company is reviewing whether to continue the Project; a discontinuation would likely trigger a $40,000,000 net investment write-off.

How large is the potential write-off mentioned by ICL?

The company provided a preliminary estimate of an investment write-off of approximately $40,000,000 (net) if LFP activities are discontinued.

Why did the DOE remove funding eligibility for the Project?

The DOE's decision followed a comprehensive review that discontinued funding for several projects to align grants with the Congressional budget framework and because of an anticipated increase in the Project's costs.

Has ICL decided to discontinue the Project?

No. ICL is currently reviewing the DOE announcement and the implications and is examining the continuation of the Project and related LFP activities; no final decision was disclosed.

Will the potential write-off affect ICL's cash balance?

The disclosure references an investment write-off (an accounting charge) of about $40,000,000 (net); the statement does not specify an immediate cash outlay tied to that amount.

What risks did ICL highlight related to these forward-looking statements?

ICL listed risks including construction and cost estimates, market and regulatory changes, supply chain disruptions, geopolitical instability, and other factors that could cause actual results to differ materially from current expectations.