ICL Group (NYSE: ICL) issues $800M 2036 senior notes at 6.036%

Rhea-AI Filing Summary

ICL Group Ltd. has completed a private offering of $800 million aggregate principal amount of senior unsecured notes due 2036. The notes were issued at 100.000% of par with a fixed annual coupon of 6.036%, paid semi-annually each June 16 and December 16, starting December 16, 2026.

The notes are unsecured, issued as a single series, and include covenants on liens, sale and lease-back transactions, mergers and asset transfers, plus a requirement to offer to repurchase upon a defined change of control event. ICL may optionally redeem the notes before maturity under agreed terms, including potential redemption premiums.

The notes have been rated BBB- by S&P Global Inc. and Fitch Ratings Inc., and approved for trading on the TASE UP institutional platform, with trading commencing on June 17, 2026. ICL reported 2025 revenues of approximately $7 billion and employs more than 12,000 people worldwide.

Insights

Corporate credit and capital-structure analyst

ICL adds $800M of long-dated, BBB- rated debt at 6.036%.

ICL Group Ltd. has issued $800 million of senior unsecured notes due 2036 with a fixed 6.036% coupon. This provides long-term, fixed-rate funding from institutional investors under Rule 144A and Regulation S, diversifying its debt profile.

The notes carry typical investment-grade style protections: limits on liens, restrictions on sale and lease-back deals, merger and asset transfer constraints, and a requirement to offer repurchase upon a defined change of control event. Cross-acceleration to other material indebtedness is also included as an event of default.

The notes are rated BBB- by both S&P Global Inc. and Fitch Ratings Inc. and will trade on TASE UP beginning June 17, 2026. The actual impact on ICL’s financial flexibility and interest costs will be better understood alongside future disclosures on overall leverage and funding plans.

Key Figures

Senior notes principal: $800 million Coupon rate: 6.036% per year Issue price and yield: 100.000% to yield 6.036% +4 more

7 metrics

Senior notes principal $800 million Aggregate principal amount of senior unsecured notes

Coupon rate 6.036% per year Fixed annual interest on senior notes, paid semi-annually

Issue price and yield 100.000% to yield 6.036% Pricing terms of the senior notes

Maturity 2036 Repayment Date for the senior notes

2025 revenues approximately $7 billion ICL Group revenues for 2025

Credit ratings BBB- (S&P and Fitch) Ratings assigned to the senior notes

Trading start date June 17, 2026 TASE UP trading commencement for the notes

Key Terms

Rule 144A, Regulation S, senior unsecured notes, Change of Control Repurchase Event, +2 more

6 terms

Rule 144A regulatory

"to institutional investors pursuant to Rule 144A and Regulation S of the U.S. Securities Act of 1933"

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

"to institutional investors pursuant to Rule 144A and Regulation S of the U.S. Securities Act of 1933"

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.

senior unsecured notes financial

"private offering of $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.

Change of Control Repurchase Event financial

"requirement to offer to repurchase the Notes upon the occurrence of a “Change of Control Repurchase Event”"

A change of control repurchase event happens when a company is sold or otherwise taken over and that sale triggers contractual rights for holders of stock, options, or debt to force the company to buy their securities back for cash. Think of it like a lease that lets the tenant cash out when the building is sold: it gives certain investors a predictable exit price and timeline. This matters because it can change who owns the company, alter cash on hand, affect future returns and dilution, and influence how attractive a takeover or investment looks.

cross-acceleration financial

"include customary events of default, including a cross-acceleration to other material indebtedness"

TASE UP market

"approved for trading on TASE UP, the institutional investor trading platform operated by the Tel Aviv Stock Exchange"

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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.

Landmark Tower

13 HaArba'a Street

Tel Aviv 6473913

Israel

(972-3) 684-4400

(Address of principal executive office)

Millenium Tower

23 Aranha Street

P.O. Box 20245

Tel Aviv 61202

Israel

(Former name or former address, if changed since last report)

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 16, 2026 titled “ICL Group Ltd. Announces Completion of Senior Notes Offering”

Item 1

June 16, 2026

ICL GROUP LTD. ANNOUNCES COMPLETION OF SENIOR NOTES OFFERING

ICL Group Ltd. (the “Company” or “ICL”) hereby announces that it completed the private offering of $800 million aggregate principal amount of senior unsecured notes due 2036 (the “Repayment Date”) (ISIN: IL0012431792) (the “Notes”) to institutional investors pursuant to Rule 144A and Regulation S of the U.S. Securities Act of 1933, as amended.

The Notes carry a coupon of 6.036% to be paid in semi-annual installments on June 16 and December 16 of each year, beginning December 16, 2026, until the Repayment Date. The interest entitlement dates have been set according to the instructions of the Tel Aviv Stock Exchange Ltd., and shall occur on June 4 and December 4 of each year. The Notes were issued at a price of 100.000% to yield 6.036%, for the total consideration of $800 million.

The Notes are unsecured and issued as a single series. The terms of the Notes require ICL to comply with certain covenants, including a limitation on liens, certain restrictions on sale and lease-back transactions, standard restrictions on merger and/or transfer of assets, and requirement to offer to repurchase the Notes upon the occurrence of a “Change of Control Repurchase Event”, as defined in the indenture for the Notes. The terms of the Notes also include customary events of default, including a cross-acceleration to other material indebtedness.

ICL is entitled to optionally redeem the outstanding Notes at any time prior to the Repayment Date, under certain agreed terms, and subject to payment, in certain events, of an agreed redemption premium.

The Notes have been rated BBB- by S&P Global Inc. and Fitch Ratings Inc. The Notes have been approved for trading on TASE UP, the institutional investor trading platform operated by the Tel Aviv Stock Exchange Ltd., and will commence trading on June 17, 2026.

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 was 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.

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 and Corporate Secretary

Signature Date: June 16, 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/ Kobi Ilia
		Name:	Kobi Ilia
		Title:	Senior Vice President, Treasury and Corporate Finance

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

Date: June 16, 2026

FAQ

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

ICL Group announced completion of a private offering of $800 million senior unsecured notes due 2036. The notes were sold to institutional investors under Rule 144A and Regulation S, expanding the company’s long-term fixed-rate funding base.

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

The senior unsecured notes total $800 million, mature in 2036, and carry a 6.036% annual coupon. Interest is paid semi-annually on June 16 and December 16, starting December 16, 2026, with issuance priced at 100.000% of par to yield 6.036%.

How are ICL Group’s new senior notes rated and where will they trade?

The notes are rated BBB- by S&P Global Inc. and Fitch Ratings Inc. They have been approved for trading on TASE UP, the Tel Aviv Stock Exchange’s institutional platform, with trading scheduled to begin on June 17, 2026.

What investor protections are included in ICL Group’s 2036 senior notes?

The notes include covenants limiting liens, restricting sale and lease-back transactions, and constraining mergers and asset transfers. They also require ICL to offer to repurchase the notes after a defined change of control event and include cross-acceleration to other material indebtedness as an event of default.

Can ICL Group redeem the new senior notes before 2036?

ICL is entitled to optionally redeem the outstanding notes at any time before the 2036 repayment date. Early redemption is subject to agreed terms and, in certain cases, payment of a redemption premium, giving the company flexibility to refinance if conditions change.

How does the senior notes offering relate to ICL Group’s overall business scale?

ICL reported approximately $7 billion in revenues for 2025 and employs over 12,000 people worldwide. The $800 million senior notes represent a sizeable long-term financing relative to this scale, supporting its global agriculture, food, and industrial solutions operations.