ICL: Migdal discloses 6.87% stake (88,693,705 shares) on 13G

ICL Group Ltd. (ICL) received a Schedule 13G from Migdal Insurance & Financial Holdings Ltd. reporting passive beneficial ownership of 88,693,705 ordinary shares, representing 6.87% of the class as of the stated event date.

Accepted by SEC EDGAR 11/13/2025 - 09:26 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

ICL Group Ltd. (ICL) received a Schedule 13G from Migdal Insurance & Financial Holdings Ltd. reporting passive beneficial ownership of 88,693,705 ordinary shares, representing 6.87% of the class as of the stated event date. The filing certifies the securities were not acquired to change or influence control.

Subsidiary breakdowns list Migdal Sal Domestic Equities with 78,990,548 shares (6.1%) and Migdal Mutual Funds Ltd. with 9,703,157 shares (0.8%). The shares are held for members of the public through pension, provident and insurance products and mutual funds managed by Migdal entities, and the reporting persons state this is not an admission of ultimate beneficial ownership.

Insights

Equity ownership & disclosure analyst

Passive 13G discloses a 6.87% ICL stake; administrative update.

Migdal Insurance & Financial Holdings reported beneficial ownership of 88,693,705 ICL shares (6.87%) on a Schedule 13G, which is used for passive holders. Subsidiaries show positions including Migdal Sal Domestic Equities at 78,990,548 shares and Migdal Mutual Funds Ltd. at 9,703,157 shares.

The certification states the holdings were not acquired to change or influence control, aligning with a passive stance. Shares are held on behalf of public beneficiaries across pension, provident, insurance, and mutual funds, and the filing notes this is not an admission of ultimate beneficial ownership.

As a disclosure event, this is informational rather than transactional; actual market impact depends on future portfolio decisions by the reporting entities, which are not indicated here.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake in ICL did Migdal report on Schedule 13G?

Migdal reported beneficial ownership of 88,693,705 ordinary shares, representing 6.87% of ICL’s class.

Which Migdal subsidiaries hold ICL shares and how many?

Migdal Sal Domestic Equities holds 78,990,548 shares (6.1%), and Migdal Mutual Funds Ltd. holds 9,703,157 shares (0.8%).

Is Migdal seeking to influence control at ICL?

The filing certifies the securities were not acquired and are not held to change or influence control.

How does Migdal characterize beneficial ownership of these shares?

The shares are held for members of the public via pension, provident, insurance, and mutual funds, and the filing is not an admission of ultimate beneficial ownership.

What is the date of the event triggering the filing?

The date of the event is 09/30/2025.

What form type was filed and what does it imply?

A Schedule 13G was filed, indicating a passive ownership position rather than an activist intent.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

(Title of Class of Securities)

M87896102

(CUSIP Number)

09/30/2025

(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)

SCHEDULE 13G

CUSIP No. M87896102

1

Names of Reporting Persons

Migdal Insurance & Financial Holdings 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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. M87896102

1

Names of Reporting Persons

Migdal Insurance Company 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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

IC

SCHEDULE 13G

CUSIP No. M87896102

1

Names of Reporting Persons

Migdal Sal Domestic Equities

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 78,990,548.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 78,990,548.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

78,990,548.00

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)

6.1 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The shares are held for members of the public through, among others, provident funds, pension funds and insurance policies, which are managed by Reporting Person. This Schedule 13G shall not be construed as an admission by the Reporting Person that it is the beneficial owner thereof.

SCHEDULE 13G

CUSIP No. M87896102

1

Names of Reporting Persons

Migdal Mutual Funds 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 9,703,157.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 9,703,157.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,703,157.00

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)

0.8 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: The shares are held for members of the public through mutual funds which are managed by Reporting Person. This Schedule 13G shall not be construed as an admission by the Reporting Person that it is the beneficial owner thereof.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ICL Group Ltd.
(b)	Address of issuer's principal executive offices: ARANHA ST 23, MILLENNIUM TOWER, Tel Aviv, Israel, 6107025
Item 2.
(a)	Name of person filing: Migdal Insurance & Financial Holdings Ltd.
(b)	Address or principal business office or, if none, residence: 4 Efal Street; P.O. Box 3063; Petach Tikva 49512, Israel.
(c)	Citizenship: Israeli public company
(d)	Title of class of securities: Ordinary Shares
(e)	CUSIP No.: M87896102
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: 88,693,705
(b)	Percent of class: 6.87%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 88,693,705
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 88,693,705
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. The following wholly owned, direct and indirect subsidiaries of the filing person are the reporting persons: - Migdal Insurance Company ltd. is an Israeli insurance company. - Migdal Sal Domestic Equities is registered partnership owned by Migdal Insurance Company ltd. and its wholly owned subsidiary; and acting as an investment SPE used for the beneficiaries of pension and provident funds and life insurance policies managed by Migdal Insurance Company ltd. and its wholly owned subsidiary. - Migdal Mutual Funds ltd. manages mutual funds.
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.

Migdal Insurance & Financial Holdings Ltd

Signature:	Erez Migdali
Name/Title:	Erez Migdali / CIO
Date:	11/13/2025

Signature:	Itay Yanay
Name/Title:	Itay Yanay / CFO
Date:	11/13/2025

Migdal Insurance Company Ltd.

Signature:	Erez Migdali
Name/Title:	Erez Migdali / CIO
Date:	11/13/2025

Signature:	Itay Yanay
Name/Title:	Itay Yanay / CFO
Date:	11/13/2025

Migdal Sal Domestic Equities

Signature:	Erez Migdali
Name/Title:	Erez Migdali / CIO
Date:	11/13/2025

Signature:	Itay Yanay
Name/Title:	Itay Yanay / CFO
Date:	11/13/2025

Migdal Mutual Funds Ltd.

Signature:	Sigal Fishbain
Name/Title:	Sigal Fishbain / COO
Date:	11/13/2025