ICL Group Ltd. (ICL) received a Schedule 13G reporting that Menora Mivtachim Holdings Ltd. and its subsidiaries beneficially own 65,339,816 ordinary shares, representing 5.03% of ICL’s ordinary shares. This percentage is based on 1,290,672,729 ordinary shares outstanding as of November 6, 2025, as cited from Bloomberg.
Menora Mivtachim reports no sole voting or dispositive power and shared voting and dispositive power over 65,339,816 shares, held through several subsidiaries, including insurance, pension, and investment management entities. A portion of the economic interest is for the benefit of insurance policy holders, portfolio account owners, and members of provident and pension funds. Menora Mivtachim states that the securities were not acquired and are not held for the purpose of changing or influencing control of ICL and disclaims beneficial ownership beyond its pecuniary interest.
Positive
None.
Negative
None.
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)
M53213100
(CUSIP Number)
11/06/2025
(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.
M53213100
1
Names of Reporting Persons
Menora Mivtachim 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
65,339,816.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
65,339,816.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
65,339,816.00
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)
5.03 %
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 November 6, 2025 (as reported on Bloomberg LP).
Address or principal business office or, if none, residence:
Menora Mivtachim Holdings Ltd. - Menora House, 23 Jabotinsky St., Ramat Gan 5251102, Israel
(c)
Citizenship:
Menora Mivtachim Holdings 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.
As of November 6, 2025, the securities reported herein were held as follows:
57,017,065.09 ordinary shares (representing 4.42% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Pensions and Gemel Ltd.;
7,806,112.43 ordinary shares (representing 0.60% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Insurance Ltd.;
400,395.73 ordinary shares (representing 0.03% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd.;
116,243 Ordinary Shares (representing 0.01% of the total ordinary shares outstanding) beneficially owned by Shomera Insurance Company Ltd.
The securities reported herein are beneficially owned by Menora Mivtachim Holdings Ltd. ("Menora Holdings") and by entities that are direct or indirect, wholly-owned or majority-owned, subsidiaries of Menora Holdings (the "Subsidiaries"), such as Menora Mivtachim Insurance Ltd., Shomera Insurance Company Ltd., Menora Mivtachim Pensions and Gemel Ltd., Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd., and Menora Mivtachim Investment Portfolio Management Ltd. The economic interest or beneficial ownership in a portion of the securities covered by this report (including the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities) is held for the benefit of insurance policy holders, the owners of portfolio accounts, or the members of the provident funds or pension funds, as the case may be. This statement on Schedule 13G shall not be construed as an admission by Menora Holdings or by any of the Subsidiaries that it is the beneficial owner of any of such securities covered by this statement on Schedule 13G, and each of Menora Holdings and the Subsidiaries disclaims beneficial ownership of any such securities except to the extent of its pecuniary interest therein.
(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.
What percentage of ICL (ICL) shares does Menora Mivtachim Holdings Ltd. report owning?
Menora Mivtachim Holdings Ltd. reports beneficial ownership of 5.03% of ICL Group Ltd.’s ordinary shares, based on 1,290,672,729 shares outstanding as of November 6, 2025.
How many ICL (ICL) shares are beneficially owned by Menora Mivtachim Holdings Ltd.?
Menora Mivtachim Holdings Ltd. reports beneficial ownership of 65,339,816 ordinary shares of ICL Group Ltd., with shared voting and dispositive power over this amount.
On what share count is Menora Mivtachim’s 5.03% ICL ownership based?
The reported 5.03% ownership is based on 1,290,672,729 ICL ordinary shares outstanding as of November 6, 2025, as reported on Bloomberg LP.
How is Menora Mivtachim’s ICL (ICL) shareholding allocated among its subsidiaries?
As of November 6, 2025, Menora Mivtachim Pensions and Gemel Ltd. held 57,017,065.09 shares (4.42%), Menora Mivtachim Insurance Ltd. held 7,806,112.43 shares (0.60%), Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd. held 400,395.73 shares (0.03%), and Shomera Insurance Company Ltd. held 116,243 shares (0.01%).
Does Menora Mivtachim Holdings Ltd. seek to influence control of ICL Group Ltd.?
Menora Mivtachim certifies that the ICL securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of ICL Group Ltd.
Who ultimately benefits from part of Menora Mivtachim’s ICL shareholdings?
The filing states that part of the economic interest in the reported ICL securities is held for the benefit of insurance policy holders, portfolio account owners, and members of provident and pension funds.
Does Menora Mivtachim Holdings Ltd. claim full beneficial ownership of all reported ICL (ICL) shares?
Menora Mivtachim Holdings Ltd. and its subsidiaries disclaim beneficial ownership of the reported ICL securities except to the extent of their pecuniary interest in those shares.
An email has been sent to your address with instructions for changing your password.
There is no user registered with this email.
You have made too many password recovery requests. Please try again tomorrow.
Sign Up
To create a free account, please fill out the form below.
Thank you for signing up!
A confirmation email has been sent to your email address. Please check your email and follow the instructions in the message to complete the registration process. If you do not receive the email, please check your spam folder or contact us for assistance.
Welcome to our platform!
Oops!
Something went wrong while trying to create your new account. Please try again and if the problem persist, to receive support.
