ICL Group Ltd. Schedule 13G/A: Phoenix Financial Ltd. and certain subsidiaries report beneficial ownership of 75,771,919.76 ordinary shares of ICL, representing 5.87% of outstanding shares based on May 4, 2026. The filing attributes shared voting and dispositive power over the same 75,771,919.76 shares.
The filing breaks the position down as of March 31, 2026 across Phoenix group vehicles, including 16,924,237.76 shares held by The Phoenix Investments House - trust funds and 56,107,062 shares held by a Partnership for Israeli shares. The report states each subsidiary makes independent voting and investment decisions and disclaims formation of a Section 13(d) group.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed across Phoenix affiliates; voting and disposition reported as shared.
The filing shows Phoenix Financial Ltd. and affiliated subsidiaries collectively hold 75,771,919.76 ordinary shares, equal to 5.87% of ICL's outstanding shares as of May 4, 2026. The report lists specific holdings as of March 31, 2026, including 16.9M and 56.1M share tranches under different Phoenix vehicles.
The disclosure emphasizes that subsidiaries operate under independent management and disclaims a Section 13(d) group. Cash‑flow treatment and any planned transactions are not stated; subsequent filings would show any changes in position.
Key Figures
Shared voting/dispositive power:75,771,919.76 sharesPercent of class:5.87%Outstanding shares used:1,290,672,729 shares+3 more
6 metrics
Shared voting/dispositive power75,771,919.76 sharesreported on cover page
Percent of class5.87%based on 1,290,672,729 shares outstanding as of May 4, 2026
Outstanding shares used1,290,672,729 sharesas of May 4, 2026 (source cited in filing)
Trust funds holding16,924,237.76 sharesThe Phoenix Investments House - trust funds as of March 31, 2026
Partnership for Israeli shares holding56,107,062 sharesPartnership for Israeli shares as of March 31, 2026
Phoenix nostro accounts1,506,004 sharesheld by Phoenix nostro accounts as of March 31, 2026
"16,924,237.76 ordinary shares ... beneficially owned by The Phoenix Investments House - trust funds"
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.
shared dispositive powerregulatory
"Shared Dispositive Power 75,771,919.76"
Schedule 13G/Aregulatory
"Item 1. (a) Name of issuer: ICL Group Ltd."
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Section 13(d)regulatory
"disclaims the existence of any such group for purposes of Section 13(d)"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
ICL Group Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 1.00 per share
(Title of Class of Securities)
M53213100
(CUSIP Number)
03/31/2026
(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
75,771,919.76
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
75,771,919.76
9
Aggregate Amount Beneficially Owned by Each Reporting Person
75,771,919.76
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)
5.87 %
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 1,290,672,729 Ordinary Shares outstanding as of May 4, 2026 (as reported on Bloomberg LP).
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 March 31, 2026, the securities reported herein were held as follows:
16,924,237.76 ordinary shares (representing 1.31% of the total ordinary shares outstanding) beneficially owned by The Phoenix Investments House - trust funds.
56,107,062 ordinary shares (representing 4.35% of the total ordinary shares outstanding) beneficially owned by Partnership for Israeli shares (1).
272,414 ordinary shares (representing 0.02% of the total ordinary shares outstanding) beneficially owned by Partnership for investing in shares indexes (1).
1,506,004 ordinary shares (representing 0.12% of the total ordinary shares outstanding) beneficially owned by The Phoenix "nostro" accounts.
299,578 ordinary shares (representing 0.02% of the total ordinary shares outstanding) beneficially owned by The Phoenix pension and provident funds.
662,624 ordinary shares (representing 0.05% 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
(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.
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.
Phoenix Financial Ltd.
Signature:
/s/ Eli Schwartz
Name/Title:
Eli Schwartz/ Vice President - Chief Financial Officer
Date:
05/12/2026
Signature:
/s/ Haggai Schreiber
Name/Title:
Haggai Schreiber/ Executive Vice President - Chief Investment Officer
Date:
05/12/2026
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).
What stake does Phoenix Financial report in ICL (ICL)?
Phoenix Financial reports beneficial ownership of 75,771,919.76 ordinary shares, representing 5.87% of ICL's outstanding shares based on May 4, 2026.
How is Phoenix Financial's 75.77M-share position structured?
The position is held by various Phoenix subsidiaries. As of March 31, 2026 holdings include 16,924,237.76 shares in trust funds and 56,107,062 shares in a Partnership for Israeli shares.
Does Phoenix Financial claim sole control over the ICL shares?
No. The filing shows 0 sole voting and dispositive power and reports 75,771,919.76 shares under shared voting and dispositive power across Phoenix entities.
Does Phoenix Financial state it forms a group under Section 13(d)?
The filing explicitly disclaims that the reporting persons constitute a group for Section 13(d) purposes and notes each subsidiary makes independent voting and investment decisions.
What outstanding share count is used to calculate the percentage?
The filing uses 1,290,672,729 ordinary shares outstanding as of May 4, 2026 to calculate the 5.87% ownership figure.
