ICL Group Ltd. (ICL) reports that Phoenix Financial Ltd. and its subsidiaries beneficially own 64,298,945.76 Ordinary Shares of ICL, representing 4.98% of the class, based on 1,290,718,361 Ordinary Shares outstanding as of August 16, 2026. As of August 13, 2026, these holdings are spread across several Phoenix-related entities, including 18,412,088.76 shares held by The Phoenix Investments House trust funds, 44,883,318 shares by Partnership for Israeli shares, 148,166 shares by Partnership for investing in shares indexes, 284,619 shares by Phoenix pension and provident funds, and 570,754 shares by linked insurance policies of Phoenix. Phoenix states that each subsidiary has independent management and investment decisions and disclaims group status and beneficial ownership beyond its actual pecuniary interest.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:64,298,945.76 Ordinary SharesOwnership percentage:4.98%Shares outstanding:1,290,718,361 Ordinary Shares+3 more
6 metrics
Shares beneficially owned64,298,945.76 Ordinary SharesAggregate ICL Ordinary Shares beneficially owned by Phoenix Financial Ltd. and subsidiaries
Ownership percentage4.98%Percent of ICL Ordinary Shares class beneficially owned by Phoenix entities
Shares outstanding1,290,718,361 Ordinary SharesICL Ordinary Shares outstanding as of August 16, 2026, used for ownership calculation
Trust funds holdings18,412,088.76 Ordinary SharesICL shares beneficially owned by The Phoenix Investments House trust funds (1.43% of class)
Partnership for Israeli shares holdings44,883,318 Ordinary SharesICL shares beneficially owned by Partnership for Israeli shares (3.48% of class)
Pension and provident funds holdings284,619 Ordinary SharesICL shares beneficially owned by The Phoenix pension and provident funds (0.02% of class)
"the beneficial ownership of the securities reported herein is described in Item 4(a)"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared Voting Powerfinancial
"Shared Voting Power 64,298,945.76"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared Dispositive Powerfinancial
"Shared Dispositive Power 64,298,945.76"
pecuniary interestfinancial
"disclaims any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest"
Ownership of 5 Percent or Less of a Classfinancial
"Item 5. | Ownership of 5 Percent or Less of a Class"
FAQ
What percentage of ICL (ICL) does Phoenix Financial Ltd. currently beneficially own?
Phoenix Financial Ltd. and its subsidiaries beneficially own 4.98% of ICL’s Ordinary Shares. This is based on 64,298,945.76 shares owned out of 1,290,718,361 shares outstanding as of August 16, 2026.
How many ICL (ICL) shares are reported as beneficially owned by Phoenix Financial Ltd.?
Phoenix Financial Ltd. and its subsidiaries report beneficial ownership of 64,298,945.76 Ordinary Shares of ICL. This aggregate stake corresponds to 4.98% of ICL’s outstanding Ordinary Shares as referenced in the filing.
How are Phoenix Financial Ltd.’s ICL (ICL) holdings distributed among its subsidiaries?
As of August 13, 2026, Phoenix-related entities hold 18,412,088.76 shares in trust funds, 44,883,318 via Partnership for Israeli shares, 148,166 via a share indexes partnership, 284,619 in pension/provident funds, and 570,754 in linked insurance policies.
What is the total number of ICL (ICL) shares outstanding used to calculate Phoenix’s ownership?
The ownership percentage is calculated using 1,290,718,361 Ordinary Shares of ICL outstanding as of August 16, 2026, as reported on Bloomberg LP and referenced in the Schedule 13G/A.
Does Phoenix Financial Ltd. claim group status regarding its ICL (ICL) shareholdings?
Phoenix Financial Ltd. states that each subsidiary operates under independent management and disclaims the existence of any group for Section 13(d) purposes, and also disclaims beneficial ownership beyond its actual pecuniary interest.
What voting and dispositive powers does Phoenix Financial Ltd. report over ICL (ICL) shares?
Phoenix Financial Ltd. reports 0 sole voting and dispositive power and 64,298,945.76 shares of shared voting and shared dispositive power over ICL Ordinary Shares, reflecting the aggregate managed across its subsidiaries.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
ICL Group Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 1.00 per share
(Title of Class of Securities)
M53213100
(CUSIP Number)
08/13/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
M53213100
1
Names of Reporting Persons
Phoenix Financial Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
64,298,945.76
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
64,298,945.76
9
Aggregate Amount Beneficially Owned by Each Reporting Person
64,298,945.76
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.98 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With regard to rows (6), (8), (9) and (11), the beneficial ownership of the securities reported herein is
described in Item 4(a).
Row (11) is Based on 1,290,718,361 Ordinary Shares outstanding as of August 16, 2026 (as reported on Bloomberg LP).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ICL Group Ltd.
(b)
Address of issuer's principal executive offices:
Landmark Tower 2 Leonardo Da Vinci Street, Tel Aviv, Israel, 6473309.
Item 2.
(a)
Name of person filing:
Phoenix Financial Ltd.
The securities reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of Phoenix Financial Ltd. (the "Subsidiaries"). The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions.
(b)
Address or principal business office or, if none, residence:
The address of the Phoenix Financial Ltd. is Derech Hashalom 53, Givataim, 53454, Israel.
(c)
Citizenship:
Phoenix Financial Ltd. - Israel
(d)
Title of class of securities:
Ordinary Shares, par value NIS 1.00 per share
(e)
CUSIP No.:
M53213100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See row 9 of cover page of each reporting person.
Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by either the Filing Persons or Subsidiaries that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each reporting person disclaims the existence of any such group. In addition, each of the Filing Persons and Subsidiaries disclaims any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein. This Statement shall not be construed as an admission by the Filing Persons or Subsidiaries that they are the beneficial owners of any of the Ordinary Shares covered by this Statement.
As of August 13, 2026, the securities reported herein were held as follows:
18,412,088.76 ordinary shares (representing 1.43% of the total ordinary shares outstanding) beneficially owned by The Phoenix Investments House - trust funds.
44,883,318 ordinary shares (representing 3.48% of the total ordinary shares outstanding) beneficially owned by Partnership for Israeli shares (1).
148,166 ordinary shares (representing 0.01% of the total ordinary shares outstanding) beneficially owned by Partnership for investing in shares indexes (1).
284,619 ordinary shares (representing 0.02% of the total ordinary shares outstanding) beneficially owned by The Phoenix pension and provident funds.
570,754 ordinary shares (representing 0.04% of the total ordinary shares outstanding) beneficially owned by Linked insurance policies of Phoenix.
(1) All ownership rights in this partnership belong to companies that are part of Phoenix Group. The amount of ownership rights held by such companies in the partnership changes frequently according to a mechanism provided in the partnership agreement.
(b)
Percent of class:
See row 11 of cover page of each reporting person
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See row 5 of cover page of each reporting person
(ii) Shared power to vote or to direct the vote:
See row 6 of cover page of each reporting person and note in Item 4(a) above
(iii) Sole power to dispose or to direct the disposition of:
See row 7 of cover page of each reporting person
(iv) Shared power to dispose or to direct the disposition of:
See row 8 of cover page of each reporting person and note in Item 4(a) above
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Phoenix Financial Ltd.
Signature:
/s/ Eli Schwartz
Name/Title:
Eli Schwartz/ Vice President - Chief Financial Officer
Date:
08/20/2026
Signature:
/s/ Haggai Schreiber
Name/Title:
Haggai Schreiber/ Executive Vice President - Chief Investment Officer
Date:
08/20/2026
Comments accompanying signature: Signature duly authorized by resolution of the Board of Directors, notice of which is attached as Exhibit 1 to this Schedule 13G.
Exhibit Information
Exhibit 1 - Notice of resolution of the Board of Directors of Phoenix Financial Ltd., dated as of December 12, 2019 (incorporated herein by reference to Exhibit 1 to the Schedule 13G filed on March 30, 2021).
