Icl Group Ltd. SEC Filings

ICL Group Ltd. reported third‑quarter 2025 results and outlined new strategic principles. Sales were $1.853 billion, up from $1.753 billion, as operating income reached $230 million and net income attributable to shareholders was $115 million. Adjusted EBITDA rose 4% to $398 million, while diluted EPS was $0.09 and adjusted diluted EPS was $0.10.

Management is prioritizing specialties-led growth in specialty crop nutrition and specialty food solutions, while maximizing core potash, phosphate and bromine businesses and driving portfolio optimization and cost efficiency. ICL will remain a raw‑materials supplier to battery customers but will discontinue previously announced LFP cathode active material projects in St. Louis and Spain, citing shifting market dynamics, the termination of a U.S. Department of Energy grant, high costs and expected low prices.

ICL signed an MOU with the State of Israel regarding the Dead Sea concession, providing long‑term clarity. Upon concession expiry in March 2030, the government will pay $2,540 million for designated concession assets, plus certain salt‑harvesting investments. Guidance was reiterated for specialties‑driven adjusted EBITDA of $0.95–$1.15 billion for 2025, and potash sales volumes of 4.3–4.5 million tonnes. A dividend of $0.05 per share will be paid on December 17, 2025 to holders of record on December 2, 2025.

ICL Group Ltd. signed a Memorandum of Understandings with the Government of Israel setting the valuation and handover terms for assets tied to its Dead Sea concession. Upon the concession’s expiration by March 31, 2030, fixed and certain intangible assets will transfer to the State, and ICL will receive USD 2,540 million plus reimbursement of DSW’s actual investments from January 1, 2025 through the end of the period for a permanent salt harvesting solution, estimated at hundreds of millions of dollars.

The MOU requires ICL’s Dead Sea companies to maintain investment and maintenance levels consistent with the past decade; the total consideration will be adjusted if actual spending is lower or higher. ICL will cooperate with a government tender for the future concession and will forgo its current right of first offer. The MOU is non‑binding until a detailed agreement is signed within 90 days and receives all required corporate and governmental approvals. The company states the asset value arrangements are not expected to have a material impact on financial results.

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.

ICL Group Ltd. reported the results of its 2025 Annual General Meeting where shareholders approved all proposals described in the meeting proxy. The board slate was re-elected: Yoav Doppelt, Aviad Kaufman, Avisar Paz, Sagi Kabla, Reem Aminoach, Lior Reitblatt, Tzipi Ozer Armon, Gadi Lesin, Michal Silverberg and Shalom Shlomo will serve until the next annual meeting or earlier resignation/removal. Shareholders also reappointed Somekh Chaikin, a Member Firm of KPMG International, as independent auditor until the next annual meeting.

Votes were recorded as shown in the filing; the auditor vote is reported as 1,170,723,837 For (99.03%) with 315,765 Abstentions. The report was signed by Aya Landman, VP, Chief Compliance Officer & Corporate Secretary.

ICL Group Ltd. announced a supplemental report describing a dividend distribution that will be paid only to registered shareholders entitled to receive at least US$2. The record date for entitlement is September 3, 2025 and the payment date is September 17, 2025. Israeli tax withholding will apply: Israeli resident companies are exempt from withholding on 100% of the dividend; Israeli resident individuals face a 25% withholding rate; foreign residents (individuals and companies) will be withheld at 25% or the lower treaty rate, whichever applies. The company provides a link to guidance on possible refunds for taxes withheld in excess for shareholders holding NYSE-traded shares not through an Israeli bank.

ICL Group Ltd. announced a cash dividend on August 5, 2025. The Board declared a dividend of $0.04260 per share, approximately $55 million in aggregate. The record date is September 3, 2025 and the payment date is September 17, 2025. Shareholders paid in NIS should note the per-share amount is subject to conversion from USD to NIS using the Bank of Israel's representative rate on September 2, 2025. Payment will be made only to registered shareholders entitled to receive at least US $2. The filing discloses Israeli tax withholding: 0% for Israeli resident companies, 25% for Israeli resident individuals, and 25% or treaty rate for foreign residents. The company provides a webpage for potential refund procedures for excess withholding.

ICL Group (NYSE/TASE: ICL) Q2-2025 snapshot

• Revenue rose 4.6 % YoY to $1.83 bn, fuelled by double-digit growth in Phosphate Solutions (+11 %) and Growing Solutions (+9 %).
• Operating income dropped 14 % to $181 m; adjusted operating income $201 m (-11 %). Net income to shareholders fell 19 % to $93 m; adjusted EPS slid to $0.09 from $0.10.
• Adjusted EBITDA declined 7 % to $351 m and margin compressed to 19 % (vs 22 %).
• Potash revenue fell 9 % on 16 % lower volumes caused by Dead Sea disruptions, yet price rose 11 % to $333/t. New contracts: India $349/t for 400-500 kt; China $346/t for up to 1.09 Mt.
• Guidance maintained: specialties-driven EBITDA $0.95-1.15 bn; potash volume outlook trimmed to 4.3-4.5 Mt.
• Net debt increased $363 m YTD to $2.21 bn after $202 m capex and NIS 850 m Series G debenture issue; $903 m drawn on $1.55 bn sustainability-linked RCF.
• Higher sulphur costs and a 36 % effective tax rate pressured profitability; management expects H2 lift from firmer pricing.