ICL Group Ltd. — Harel Insurance Investments & Financial Services Ltd. reports beneficial ownership of 67,769,160 ordinary shares, representing 5.3% of the class based on 1,290,672,524 Ordinary Shares outstanding as of July 1, 2025.
The filing states shared voting power of 67,068,603 and shared dispositive power of 67,769,160. Item 4 breaks down holdings: 66,221,913 shares held for public members via managed funds, 700,557 in third‑party client accounts (no voting power), and 846,690 held for the reporting person's own account.
Positive
None.
Negative
None.
Insights
Harel holds a disclosed 5.3% passive stake with shared voting control.
The Schedule 13G shows 67,769,160 shares reported as beneficially owned, with shared voting power of 67,068,603. The filing clarifies most shares are held for public clients through managed funds; only 846,690 are for Harel's own account.
Ownership is described as passive under the Schedule 13G framework; cash‑flow treatment and planned sales are not stated in the excerpt. Subsequent disclosures or amendments would show material changes to position or voting intentions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ICL Group Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 1.00 per share
(Title of Class of Securities)
03/02/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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
67,068,603.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
67,769,160.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
67,769,160.00
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)
5.3 %
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 1,290,672,524 Ordinary Shares issued and outstanding as of July 1, 2025 (as reported by the Issuer in its Report on Form 6-K filed with the Securities and Exchange Commission on July 17, 2025).
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 67,769,160 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person, (i) 66,221,913 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) 700,557 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) 846,690 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 846,690 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.
What stake does Harel Insurance report in ICL (ICL)?
Harel Insurance reports beneficial ownership of 67,769,160 ordinary shares in ICL, equal to 5.3%. This percentage is based on 1,290,672,524 shares outstanding as of July 1, 2025 as cited in the filing.
How is Harel's reported ICL holding allocated?
The filing states 66,221,913 shares are held for public members via managed funds, 700,557 in third‑party client accounts, and 846,690 held for Harel's own account. Shared voting and dispositive powers are disclosed accordingly.
Does Harel have sole voting or dispositive power over ICL shares?
No; the Schedule 13G reports 0 sole voting power and 0 sole dispositive power. It discloses shared voting power of 67,068,603 and shared dispositive power of 67,769,160 for the reported shares.
Is Harel's ownership in ICL considered active or passive?
The filing is a Schedule 13G, indicating a passive reporting status for the 67,769,160 shares. Item 4 explains most shares are held through managed funds with independent managers, supporting the passive classification in the statement.
