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

Rhea-AI Filing Summary

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.

Insights

Dividend policy analyst

ICL declared a modest cash dividend with clear dates and tax tiers.

ICL Group set a cash dividend of $0.04800 per share (about $62 million in aggregate). The key mechanics are a December 2, 2025 record date and a December 17, 2025 payment date, with NIS amounts converted using the Bank of Israel rate on December 1, 2025. A minimum entitlement threshold of $2 per registered shareholder applies.

The notice details three withholding tax tiers: roughly 45% of the distribution at 25% for Israeli individuals and up to 25% (treaty‑reduced if applicable) for foreign holders; another ~45% at 20%; and ~10% at 15%. Israeli resident companies are exempt from withholding on the first two tiers.

Operationally, the payout aligns with established distribution practices. Effects on investors will depend on individual tax status and currency conversion on the noted dates. The payment on December 17, 2025 is the concrete milestone.

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 November 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. Dividend Distribution Announcement

Item 1

Dividend Distribution Announcement

The Company hereby reports that on November 11, 2025, the Company's Board of Directors resolved to declare a cash dividend in the amount of $0.04800 per share, or about $62 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 December 1, 2025.

The dividend will be paid only to registered shareholders entitled to receive US $2 or more.

The record date is December 2, 2025, and the payment date is December 17, 2025.

From the current dividend payment, Israeli tax will be withheld at the following rates: (1) with respect to about 45% 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 45% 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; (3) with respect to about 10% of the dividend, Israeli residents (individual and companies) will be charged for withholding tax at the rate of 15% and foreign residents (individuals and companies) will be charged for withholding tax at the rate of 15% 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://iclgroupv2.s3.amazonaws.com/corporate/wp-content/uploads/sites/1004/2020/11/ICL-Tax-Withholding-Ruling-2020.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.

	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: November 12, 2025

FAQ

What dividend did ICL (ICL) declare and what is the total amount?

ICL declared a cash dividend of $0.04800 per share, totaling about $62 million.

What are the record and payment dates for ICL’s dividend?

The record date is December 2, 2025, and the payment date is December 17, 2025.

How will currency conversion affect NIS recipients of ICL’s dividend?

NIS payments will be converted from USD using the Bank of Israel rate on December 1, 2025, so the NIS per‑share amount may change.

Is there a minimum dividend threshold for ICL shareholders?

Yes. The dividend will be paid only to registered shareholders entitled to receive at least $2.

What withholding tax rates apply to ICL’s dividend?

Approximately 45% of the dividend is subject to 25% (individuals; foreign per treaty), another ~45% to 20%, and the remaining ~10% to 15%; Israeli resident companies are exempt on the first two tiers.

Where can I find information about potential tax refunds for ICL’s NYSE-traded shares?

ICL provides details at: company webpage.