SEC Form 6-K filed by ICL Group Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February 2026

 

 

Commission File Number: 001-13742

 

ICL GROUP LTD.

(Exact name of registrant as specified in its charter)

 

ICL Group Ltd.

Millennium Tower

23 Aranha Street

P.O. Box 20245

Tel Aviv, 61202 Israel

(972-3) 684-4400

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒          Form 40-F ☐

 

 ICL GROUP LTD.

 

 INCORPORATION BY REFERENCE

 

This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-205518) of ICL Group Ltd. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. In addition, this report on Form 6-K shall be deemed to be incorporated by reference into the Israeli Shelf Prospectus of ICL Group Ltd. filed with the Israel Securities Authority and dated September 19, 2025 (Filing Number: 2025-02-070730) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

ICL GROUP LTD.

 

 

Financial Results and Business Overview

 

December 31, 2025

ICL Reports Fourth Quarter and Full Year 2025 Results

 

Annual sales increase 5% to $7,153 million, with adjusted EBITDA of $1,488 million and earnings per share of $0.36
Company advances strategic principles, with acquisition of Bartek Ingredients and review of non-core assets

 

For the full year, consolidated sales were $7,153 million and up 5% versus $6,841 million in 2024. Operating income was $580 million versus $775 million in 2024, while adjusted operating income was $873 million in both 2025 and 2024. Annual adjusted EBITDA of $1,488 million was up slightly versus $1,469 million in 2024. Diluted earnings per share for 2025 were $0.18 versus $0.32 in 2024, while adjusted diluted EPS was $0.36 versus $0.38. Operating cash flow was $1,056 million in 2025. In 2025, the Company distributed approximately $224 million in dividends to its shareholders.

 

 

“This momentum is expected to carry us into 2026, and we are looking forward to executing against our new strategic principles in the coming years. For this year, we expect our two growth engines – specialty crop nutrition, which is part of Growing Solutions, and specialty food solutions, part of our Phosphate Solutions – to help drive improvement, and this will be via M&A, like our recent acquisition of Bartek Ingredients, and as we expand geographically. At the same time, we will stay focused on our core mission of driving profitable growth in all of our specialty businesses, while strengthening our leadership across all business segments.

 

 

For 2026, the Company expects consolidated adjusted EBITDA to be between $1.4 billion to $1.6 billion. For Potash sales volumes, the company expects between 4.5 million and 4.7 million metric tons in 2026. (1a)

 

The international earnings call will begin today at 8:30 a.m. New York time (1:30 p.m. London and 3:30 p.m. Tel Aviv). The dial-in number for financial analysts in North America is (800) 549-8228, or (289) 819-1520 for international analysts, and the conference ID is 71097. Employees, the media and the public are invited to listen to the call using the webcast link found at ICL Group Investors Relations - Reports News & Events.

 

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Segment Information

 

Industrial Products

 

The Industrial Products segment produces bromine from a highly concentrated solution in the Dead Sea and bromine‑based compounds at its facilities in Israel, the Netherlands and China. In addition, the segment produces several grades of salts, magnesium chloride, magnesia-based products, phosphorus-based products and functional fluids.

 

 

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Significant highlights for the fourth quarter

 

 

 

 

 

 

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Potash

 

The Potash segment produces and sells mainly potash, salts, magnesium and electricity. Potash is produced in Israel using an evaporation process to extract potash from the Dead Sea at Sodom and in Spain using conventional mining from an underground mine. The segment also produces and sells pure magnesium, magnesium alloys and chlorine. In addition, the segment sells salt products produced at its potash site in Spain. The segment operates a power plant in Sodom, which supplies electricity and steam to ICL facilities in Israel with any surplus electricity sold to external customers.

 

 

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Significant highlights for the fourth quarter

 

 

 

 

 

 

 

Global potash market - average prices and imports:

 

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Sources: CRU (Fertilizer Week Historical Price: December 2025), SIACESP (Brazil), United Port Services (Brazil), FAI (India), Chinese customs data, Global Trade Tracker (GTT).

 

 

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Fourth quarter 2025

 

 

 

Full year 2025

 

 

 

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Phosphate Solutions

 

The Phosphate Solutions segment operates ICL’s phosphate value chain and uses phosphate rock and fertilizer-grade phosphoric acid to produce phosphate-based specialty products with higher added value, as well as to produce and sell phosphate-based fertilizers.

 

 

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Significant highlights for the fourth quarter

 

 

 

 

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Indian phosphoric acid prices, negotiated quarterly, rose $32/mt to $1,290/mt P₂O₅ in Q4 2025. Q1 2026 prices are still under negotiation.

 

 

 

 

As part of the Company’s strategic portfolio optimization efforts, ICL has shifted its approach to LFP battery materials. While the Company will continue supplying raw materials to battery customers, it will not move further downstream into cathode active materials. Accordingly, it discontinued its previously announced projects in St. Louis and Spain, following a review of shifting market dynamics and recent changes in government policies.

 

 

 

In January 2026, the Company acquired 49.9% of Bartek Ingredients' shares, a global leader in food-grade malic and fumaric acids, serving hundreds of customers and distributors across the food, beverage, confectionery, bakery and other end-markets worldwide. These functional food ingredients are used by food and beverage companies to enhance flavour profiles, extend shelf life, and improve overall product quality.

 

 

Global Phosphate Commodities market - average prices per tonne:

 

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Source: CRU (Fertilizer Week Historical Prices, December 2025).

 

 

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Growing Solutions

 

The Growing Solutions segment aims to achieve global leadership in plant nutrition by enhancing its position in its core markets of agriculture, ornamental horticulture, turf and landscaping, and by targeting high-growth markets such as Brazil, India, and China. The segment leverages its unique R&D capabilities, substantial agronomic experience, global footprint, backward integration into potash, phosphate and polysulphate and its chemistry know-how, as well as its ability to integrate and generate synergies from acquired businesses. The segment continuously works to expand its broad portfolio of specialty plant nutrition, plant stimulation and plant health solutions, which consists of enhanced efficiency and controlled release fertilizers (CRF), water-soluble fertilizers (WSF), liquid fertilizers, straights (MKP/MAP/PeKacid), FertilizerpluS, soil and foliar micronutrients, biostimulants, soil conditioners, seed treatment products and adjuvants.

 

 

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Significant highlights for the fourth quarter

 

Regional highlights:

 

 

 

 

 

Product highlights:

 

 

 

 

 

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Financing expenses, net

 

Net financing expenses in the fourth quarter of 2025 totaled $45 million, compared to $33 million in the corresponding quarter last year, reflecting an increase of $12 million.

 

Tax expenses

 

In the fourth quarter of 2025, the Company’s reported tax expenses amounted to $2 million, compared to $33 million in the corresponding quarter of last year, reflecting an effective tax rate of 3% and 29%, respectively. Adjusted tax expenses totaled $47 million, compared to $42 million in the corresponding period of last year, reflecting an effective tax rate of 26% and 27%, respectively.

 

Liquidity and Capital Resources

 

As of December 31, 2025, the Company’s cash, cash equivalents, short-term investments and deposits amounted to $496 million compared to $442 million as of December 31, 2024. In addition, the Company maintained about $1.1 billion of unused credit facilities, as of December 31, 2025.

 

Outstanding net debt

 

As of December 31, 2025, ICL’s net financial liabilities amounted to $2,260 million, an increase of $409 million compared to December 31, 2024. In addition, as of December 31, 2025, the fair value balance of currency and interest rate swap transactions (CCS) economically reduces our finance liabilities by approximately $51 million.

 

Debentures

 

In December 2025, the Company repaid NIS 33 million (approximately $10 million) of Series G debentures, as scheduled.

 

 

Credit facilities

 

 

As of December 31, 2025, the Company had utilized about $497 million of its $1,550 million credit facility framework.

 

 

In December 2025, the Company signed a new securitization agreement with four international banks for a committed amount of $350 million and an additional uncommitted $100 million, maturing in December 2030. This agreement replaces the prior securitization facility, which recently matured, and includes slightly improved terms compared to the previous agreement. As of December 31, 2025, ICL had utilized approximately $325 million of the facility.

 

Ratings and financial covenants

 

 

In May 2025, Fitch Ratings reaffirmed the Company’s long-term issuer default rating and senior unsecured rating at 'BBB-'. The outlook on the long-term issuer default rating is stable.

 

 

In July 2025, the S&P credit rating agency reaffirmed the Company’s international credit rating and senior unsecured rating of 'BBB-' with a stable rating outlook. In addition, the S&P Maalot credit rating agency reaffirmed the Company’s credit rating of 'ilAA' with a stable rating outlook.

 

 

As of December 31, 2025, the Company was in compliance with all of the financial covenants stipulated in its financing agreements.

 

Dividend Distribution

 

In connection with ICL’s fourth quarter 2025 results, the Board of Directors declared a dividend of 4.65 cents per share, or approximately $60 million. The dividend will be paid on March 25, 2026. The record date is March 10, 2026.

 

About ICL

ICL Group Ltd. is a global leader in agriculture, food and industrial solutions, utilizing its unique mineral resources and extensive expertise to address key sustainability challenges related to food security and access to essential minerals. ICL is focused on driving long-term growth through its specialty agriculture and food businesses, while strategically managing its bromine, potash, and phosphate mineral resources. ICL’s global professional workforce is dedicated to expanding its growth engines and efficiently operating – both structurally and economically – while maintaining and optimizing its core operations. The Company’s operations are organized under four segments: Industrial Products (Bromine), Potash, Phosphate Solutions and Growing Solutions.

 

We disclose in this quarterly report non-IFRS financial measures titled adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA. Our management uses adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA to facilitate operating performance comparisons from period to period. We calculate our adjusted operating income by adjusting our operating income to add certain items, as set forth in the reconciliation table under “Adjustments to reported operating, and net income (non-GAAP)” below. Some of these items may recur. We calculate our adjusted net income attributable to the Company’s shareholders by adjusting our net income attributable to the Company’s shareholders to add certain items, as set forth in the reconciliation table under “Adjustments to reported operating, and net income (non-GAAP)” below, excluding the total tax impact of such adjustments. We calculate our diluted adjusted earnings per share by dividing adjusted net income by the weighted-average number of diluted ordinary shares outstanding. Our adjusted EBITDA is calculated as net income before financing expenses, net, taxes on income, share in earnings of equity-accounted investees, depreciation and amortization, and certain adjustments presented in the reconciliation table under “Consolidated adjusted EBITDA, and diluted adjusted Earnings Per Share for the periods of activity” below, which were adjusted for in calculating the adjusted operating income.

 

You should not view adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share or adjusted EBITDA as a substitute for operating income or net income attributable to the Company’s shareholders determined in accordance with IFRS, and you should note that our definitions of adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA may differ from those used by other companies. Additionally, other companies may use other measures to evaluate their performance, which may reduce the usefulness of our non-IFRS financial measures as tools for comparison. However, we believe adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA provide useful information to both management and investors by excluding certain items that management believes are not indicative of our ongoing operations. Our management uses these non-IFRS measures to evaluate the Company's business strategies and management performance. We believe that these non-IFRS measures provide useful information to investors because they improve the comparability of our financial results between periods and provide for greater transparency of key measures used to evaluate our performance.

We present a discussion in the period-to-period comparisons of the primary drivers of change in the Company’s results of operations. This discussion is based in part on management’s best estimates of the impact of the main trends on our businesses. We have based the following discussion on our financial statements. You should read such discussion together with our financial statements.

 

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Calculation of adjusted EBITDA was made as follows:

 

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Calculation of diluted adjusted earnings per share was made as follows:

 

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Consolidated Results Analysis

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* See "Adjustments to reported Operating and Net income (non-GAAP)" above. 

 

 

 

 

 

 

 

In October 2023, the Israeli government declared a state of war in response to attacks on its civilians in the southern region of the country, which subsequently escalated to other areas. On October 9, 2025, Israel signed a ceasefire agreement. The security situation over the past two years has created several challenges, including disruptions to supply chains and shipping routes, personnel shortages due to recurring rounds of mobilization for reserve duty, additional costs to protect Company sites/assets, effects of reluctance to perform contractual obligations in Israel during hostilities, various bans and limitations on trade and cooperation with Israel related entities, and fluctuations in foreign currency exchange rates relative to the Israeli shekel. Additionally, ongoing regional tensions – including Houthis threats to commercial vessels – continue to disrupt shipping routes and commercial shipping arrangements, leading to increased shipping costs.

 

We continue to take measures to ensure the safety of our employees and business partners, as well as the communities in which we operate. We have also implemented supportive measures to accommodate those of our employees who are called for reserve duty, aiming to minimize any potential impact on our business, and to avoid disruptions to production activities at our facilities in Israel.

 

We continuously monitor developments and will take all necessary actions to minimize any negative consequences to our operations and assets. As of the reporting date, the security situation has not had a material impact on our business results. However, its future effects remain uncertain due to the unpredictable nature and duration of the conflict.

 

This announcement contains statements that constitute “forward‑looking statements”, many of which can be identified by the use of forward‑looking words such as “anticipate”, “believe”, “could”, “expect”, “should”, “plan”, “intend”, “estimate”, “strive”, “forecast”, “targets” and “potential”, among others. The company is relying on the safe harbor provided in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in making such forward-looking statements.

 

Forward‑looking statements appear in a number of places in this announcement and include, but are not limited to, statements regarding the Company's intent, belief or current expectations. Forward‑looking statements are based on management’s beliefs and assumptions and on information currently available to management. Such statements are subject to risks and uncertainties, and the actual results may differ materially from those expressed or implied in the forward‑looking statements due to various factors, including, but not limited to:

 

Changes in exchange rates or prices compared to those we are currently experiencing; the effects of the ongoing security situation in Israel, including the nature and duration of related conflicts; loss or impairment of business licenses or mineral extractions permits or concessions, including our ability to win the new concession at the Dead Sea in 2030 ; volatility of supply and demand and the impact of competition; the difference between actual reserves and the Company reserve estimates; natural disasters and cost of compliance with environmental regulatory legislative and licensing restrictions including laws and regulation related to, and physical impacts of climate change and greenhouse gas emissions; failure to "harvest" salt which could lead to accumulation of salt at the bottom of the evaporation Pond 5 in the Dead Sea; disruptions at the Company's seaport shipping facilities or regulatory restrictions affecting the Company's ability to export products overseas; general market, political or economic conditions in the countries in which the Company operates, including tariffs and trade policies; price increases or shortages with respect to the Company's principal raw materials; delays in termination of engagements with contractors and/or governmental obligations; the inflow of significant amounts of water into the Dead Sea which could adversely affect production at the Company plants; labor disputes, slowdowns and strikes involving the Company employees; pension and health insurance liabilities; disruptions from pandemics that may impact the Company sales, operations, supply chain and customers; changes to governmental incentive programs or tax benefits, creation of new fiscal or tax related legislation; and/or higher tax liabilities; changes in the Company evaluations and estimates, which serve as a basis for the recognition and manner of measurement of assets and liabilities; failure to integrate or realize expected benefits from mergers and acquisitions, organizational restructuring and joint ventures; currency rate fluctuations; rising interest rates; government examinations or investigations; disruption of the Company, or the Company service providers', information technology systems or breaches of the company, or the Company service providers', data security; failure to retain and/or recruit key personnel; inability to realize expected benefits from the Company cost reduction program according to the expected timetable; inability to access capital markets on favorable terms; cyclicality of the Company's businesses; changes in demand for the Company's fertilizer products due to a decline in agricultural product prices, lack of available credit, weather conditions, government policies or other factors beyond the company control; sales of the company magnesium products being affected by various factors that are not within the Company control; the Company ability to secure approvals and permits from the authorities in Israel to continue the Company's phosphate mining operations in Rotem Amfert Israel; volatility or crises in the financial markets; hazards inherent to mining and chemical manufacturing; the failure to ensure the safety of the Company's workers and processes; litigation, arbitration and regulatory proceedings; exposure to third party and product liability claims; product recalls or other liability claims as a result of food safety and food-borne illness concerns; insufficiency of insurance coverage; closing of transactions, mergers and acquisitions; war or acts of terror and/or political, economic and military instability in Israel and its region; including the current state of security tension in Israel and the resulting disruptions to the Company supply and production chains; filing of class actions and derivative actions against the Company, its executives and Board members; the Company is exposed to risks relating to its current and future activity in emerging markets; and other risk factors discussed under ”Item 3 - Key Information— D. Risk Factors" in the Company's Annual Report on Form 20-F for the year ended December 31, 2024, filed with the US Securities and Exchange Commission (the “SEC”) on March 13, 2025 (the “Annual Report”).

 

Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. Investors are cautioned to consider these risks and uncertainties and to not place undue reliance on such information. Forward-looking statements should not be read as a guarantee of future performance or results and are subject to risks and uncertainties, and the actual results may differ materially from those expressed or implied in the forward-looking statements.

 

This announcement for the fourth quarter of 2025 (the “Quarterly Report”) should be read in conjunction with the Annual Report and the report for the first, second and third quarters of 2025 published by the Company (the “prior quarterly reports”), including the description of the events occurring subsequent to the date of the statement of financial position, as filed with the US SEC.

 

Appendix:

 

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Information based on geographical location

 

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