Harel Insurance (ICL) discloses 86.4M-share beneficial stake in ICL Group

Rhea-AI Filing Summary

Harel Insurance Investments & Financial Services Ltd. reports beneficial ownership of 86,377,321 ordinary shares of ICL Group Ltd., representing 6.7% of the class, based on 1,290,718,361 ordinary shares outstanding as of June 30, 2026.

Of these, 84,860,850 shares are held for public investors through various funds and policies managed by Harel subsidiaries, 405,968 shares are held in third‑party client accounts, and 1,110,503 shares are held for Harel’s own account. Harel has 0 shares with sole voting or dispositive power, and 85,971,353 shares with shared voting power and 86,377,321 with shared dispositive power. Harel states this should not be construed as admitting beneficial ownership of more than the 1,110,503 shares held for its own account.

Key Figures

Beneficially owned shares: 86,377,321 shares Ownership percentage: 6.7% Shares outstanding: 1,290,718,361 shares +5 more

8 metrics

Beneficially owned shares 86,377,321 shares Ordinary shares of ICL Group beneficially owned by Harel

Ownership percentage 6.7% Portion of ICL ordinary shares beneficially owned by Harel

Shares outstanding 1,290,718,361 shares ICL ordinary shares issued and outstanding as of June 30, 2026

Shares held via public funds 84,860,850 shares Held for public investors through funds and policies managed by Harel subsidiaries

Third-party client accounts 405,968 shares Held in client accounts managed by a Harel subsidiary as portfolio manager

Shares for Harel’s own account 1,110,503 shares ICL ordinary shares beneficially held for Harel’s own account

Shared voting power 85,971,353 shares ICL shares over which Harel has shared power to vote

Shared dispositive power 86,377,321 shares ICL shares over which Harel has shared power to dispose

Key Terms

beneficially owned, dispositive power, Sole Voting Power, shared voting power, +1 more

5 terms

beneficially owned financial

"Of the 86,377,321 Ordinary Shares reported in this Statement as beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

dispositive power financial

"Shared Dispositive Power 86,377,321.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Sole Voting Power financial

"5 | Sole Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

shared voting power financial

"6 | Shared Voting Power 85,971,353.00"

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.

Schedule 13G regulatory

"reported in this Statement as beneficially owned by the Reporting Person"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

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Available on EDGAR 07/29/2026 - 06:18 AM Accepted by SEC EDGAR 07/29/2026 - 06:17 AM Learn about SEC filing dates

FAQ

How many ICL (ICL) shares does Harel Insurance report owning?

Harel reports beneficial ownership of 86,377,321 ICL ordinary shares. This includes holdings through public funds, client accounts, and 1,110,503 shares for its own account, as detailed in the ownership breakdown.

What percentage of ICL (ICL) does Harel Insurance beneficially own?

Harel reports beneficial ownership of 6.7% of ICL’s ordinary shares. This percentage is based on 1,290,718,361 ordinary shares issued and outstanding as of June 30, 2026.

How many ICL (ICL) shares does Harel hold for its own account?

Harel states that 1,110,503 ICL ordinary shares are beneficially held for its own account. It clarifies that the filing should not be viewed as an admission of beneficial ownership beyond this amount.

How are Harel’s ICL (ICL) shares allocated among clients and funds?

Of the reported 86,377,321 ICL shares, 84,860,850 are held for public investors through funds and policies, and 405,968 are in third‑party client accounts managed by a Harel subsidiary.

What voting power does Harel have over its ICL (ICL) holdings?

Harel reports 0 ICL shares with sole voting power and 85,971,353 with shared voting power. It also reports shared dispositive power over 86,377,321 shares and no sole dispositive power.

On what share count is Harel’s ICL (ICL) ownership percentage based?

The reported 6.7% ownership is based on 1,290,718,361 ICL ordinary shares issued and outstanding as of June 30, 2026, as reported by ICL.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

ICL Group Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 1.00 per share

(Title of Class of Securities)

M53213100

(CUSIP Number)

06/30/2026

(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

Harel Insurance Investments & Financial Services 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 85,971,353.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 86,377,321.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

86,377,321.00

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)

6.7 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With regard to Rows (6), (8) and (9), please see Item 4. Row (11) is based on 1,290,718,361 Ordinary Shares issued and outstanding as of June 30, 2026 (as reported by the Issuer in its Report on Form 6-K filed with the Securities and Exchange Commission).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ICL Group Ltd.
(b)	Address of issuer's principal executive offices: Millennium Tower, 23 Aranha Street, P.O. Box 20245, Tel Aviv, Israel, 61202
Item 2.
(a)	Name of person filing: Harel Insurance Investments & Financial Services Ltd.
(b)	Address or principal business office or, if none, residence: 3 Aba Hillel Street, Ramat Gan 52118, Israel
(c)	Citizenship: 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: Of the 86,377,321 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person, (i) 84,860,850 Ordinary Shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of the Reporting Person, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, (ii) 405,968 Ordinary Shares are held by third-party client accounts managed by a subsidiary of the Reporting Person as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts, and (iii) 1,110,503 Ordinary Shares are beneficially held for its own account. Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of more than 1,110,503 Ordinary Shares covered by this Statement.
(b)	Percent of class: See Row (11) of the cover page of the Reporting Person above.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: See Row (6) of the cover page of the Reporting Person above and note in Item 4 above.
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: See Row (8) of the cover page of the Reporting Person above and note in Item 4 above.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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.

Harel Insurance Investments & Financial Services Ltd.

Signature:	/s/ Alon Kaufman
Name/Title:	Alon Kaufman/Vice President
Date:	07/28/2026