SEC Form 6-K filed by ICL Group Ltd.

2/26/25 6:05:15 AM ET

$ICL

Agricultural Chemicals

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6-K 1 zk2532782.htm 6-K

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 2025

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 and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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 February 28, 2022 (Filing Number: 2022-02-019821) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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.

Q4 2024 Investor Presentation

2024 Fourth Quarter Financial Results Raviv Zoller | President and CEO February 26, 2025

Important legal notes Disclaimer and safe harbor for forward-looking statements This presentation 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 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 actual results may differ materially from those expressed or implied in the forward‑looking statements due to various factors, including, but not limited to: Loss or impairment of business licenses or mineral extractions permits or concessions; volatility of supply and demand and the impact of competition; the difference between actual reserves and 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; litigation, arbitration and regulatory proceedings; disruptions at seaport shipping facilities or regulatory restrictions affecting the ability to export products overseas; changes in exchange rates or prices compared to those the company is currently experiencing; general market, political or economic conditions in the countries in which the company operates; price increases or shortages with respect to principal raw materials; pandemics may create disruptions, impacting sales, operations, supply chain and customers; 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 plants; labor disputes, slowdowns and strikes involving employees; pension and health insurance liabilities; changes to governmental incentive programs or tax benefits, creation of new fiscal or tax related legislation; and/or higher tax liabilities; changes in 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; information technology systems or breaches of the company, or its service providers', data security; failure to retain and/or recruit key personnel; inability to realize expected benefits from the company’s cost reduction program according to the expected timetable; inability to access capital markets on favorable terms; cyclicality of the businesses; the company is exposed to risks relating to its current and future activity in emerging markets; changes in demand for its fertilizer products due to a decline in agricultural product prices, lack of available credit, weather conditions, government policies or other factors beyond the company’s control; disruption of the company, or its service providers', sales of magnesium products being affected by various factors that are not within the company’s control; 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; 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; war or acts of terror and/or political, economic and military instability in Israel and its region, including the current state of war declared in Israel and any resulting disruptions to supply and production chains; filing of class actions and derivative actions against the company, its executives and Board members; closing of transactions, mergers and acquisitions; 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, 2023, filed with the U.S. Securities and Exchange Commission (SEC) on March 14, 2024 (the Annual Report). Forward‑looking statements speak only as of the date they are made, and, except as otherwise required by law, 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, targets or goals in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. Investors are cautioned to consider these risk 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 report for the fourth quarter of 2024 should be read in conjunction with the Annual Report of 2023 and our current reports on Form 6-K for the results for the quarters ended December 31, 2024, September 30, 2024, June 30, 2024, and March 31, 2024, filed on February 26, 2025, November 11, 2024, August 14, 2024, and May 9, 2024, respectively, including the description of events occurring subsequent to the date of the statement of financial position, as filed with the U.S. SEC. 2

Annual sales of $6,841M Adjusted EBITDA(1) of $1,469M, with margin of 21% Adjusted diluted EPS(1) of $0.38 Maintained overall momentum, despite continued potash headwinds – prices down 24% YoY Specialties-driven EBITDA(1) of $1,032, up 8% YoY – represented 70% of total EBITDA(1) Continued strong cash generation – free cash flow (1) of $758M Annual dividend yield of 3.8%, with total dividend distribution of $242M Expanded strategic partnerships and accelerated launch of new products Contained war-related disruptions and expect smoother path ahead (1) Adjusted EBITDA and margin, adjusted diluted EPS, specialties-driven EBITDA, and free cash flow are non-GAAP financial measures; please see appendix for additional details. 3 Overview of 2024 Continued market share gains in specialties-driven businesses

Key metrics | 4Q’ and FY’24 4 US$M (1) Specialties-driven EBITDA and margin, and adjusted EBITDA and margin are non-GAAP financial measures; see reconciliation tables in appendix. (2) Commencing in 2Q’24, a reclassification of interest received as cash used in investing activities and interest paid as cash used in financing activities (instead of as cash provided by operating activities) resulted in a slight shift to historical figures. Note: Specialties-driven EBITDA includes Industrial Products, Phosphate Solutions and Growing Solutions; see appendix for additional details. In 2024, ICL moved its Prolactal business from Phosphate Solutions to Other and, as a result, historical segment data has been restated. Operating cash flow(2) 16% 21% US$M Specialties-driven EBITDA (1) US$M Specialties-driven EBITDA (1) 17% 19% US$M Operating cash flow(2) % of sales % of sales 4Q’23 4Q’24 FY’23 FY’24 Adjusted EBITDA and margin (1) Adjusted EBITDA and margin (1)

Key developments in FY’24 Growth in annual sales and EBITDA, due to increased bromine production Continued to strengthen partnerships and customer relationships Cost efficiencies contributed to strong free cash flow Another solid year for specialty minerals Delivered gain in sales for phosphorous-based flame retardants in final quarter of 2024 Note: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. 5 Industrial Products US$M Quarterly US$M Annual 25% 19% 23% 23% Sales EBITDA Sales EBITDA

Average potash CIF price per ton of $299 vs. $393 in FY’23 Total sales volume of 4.6M mt vs. 4.7M mt in FY’23 Record production in Spain Dead Sea site challenged by war-related issues Remained focused on operational and efficiency efforts Note: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. 6 Potash US$M Quarterly US$M Annual Key developments in FY’24 30% 39% Sales EBITDA Sales EBITDA 31% 35%

Key developments in FY’24 Results ahead of expectations, despite lower WPA prices, with favorable volume and mix effect Maintained EBITDA, due to cost input savings and production efficiencies Specialties growth in market share, with continued focus on new products Another record production year at YPH China Battery Materials Innovation and Qualification Center trial operations on-track in St. Louis Notes: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. In 2024, ICL moved its Prolactal business from Phosphate Solutions to Other and, as a result, historical segment data has been restated. For FY’24, Phosphate Specialties comprised $1,285M of segment sales, $183M of OI, $48M of D&A and represented $231M of EBITDA, while Phosphate Commodities comprised $930M of segment sales, $175M of OI, $143M of D&A and represented $318M of EBITDA. For 4Q’24, Phosphate Specialties comprised $309M of segment sales, $44M of OI, $13M of D&A and represented $57M of EBITDA, while Phosphate Commodities comprised $198M of segment sales, $37M of OI, $38M of D&A and represented $75M of EBITDA. 7 Phosphate Solutions US$M Quarterly US$M Annual 24% Sales EBITDA Sales EBITDA 25% 26% 27%

Overall growth in profitability and margins Continued increase in market share, including M&A and new product innovation Lower raw material costs and improved cost efficiencies Record sales volumes in North America, with record specialty agriculture fertilizer sales in Asia 4Q’24 Brazil sales lower than expected, due to significant foreign currency fluctuation and soybean crop economics downside Note: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. 8 Growing Solutions US$M Quarterly US$M Annual Key developments in FY’24 12% 3% Sales EBITDA Sales EBITDA 6% 10%

Highlights | 2024 Solid execution of strategy helped deliver winning results 9 Continued growth in specialties-driven EBITDA Generated strong operating cash flow of ~$1.5B Expanded and enhanced partnerships across specialties-driven businesses Complementary acquisitions combined with extensive new product innovation Advanced battery materials aspirations, with new strategic partnership and additional funding Delivered value to shareholders ahead of peers, despite challenges On-track to strengthen leadership positions in 2025

Peer analysis | 2024 total return 10 Source: S&P Capital IQ Pro, 12.29.23 through 12.31.24. +2.8% NTR -10.0% YARA -15.4% LXS -16.6% K+S -23.1% MOS – 29.1% SQM – 39.3% ALB -39.5%

Fourth Quarter 2024 Financial Results Aviram Lahav CFO

Inflation – generally stable Rate Global industrial production – improving trends YoY change Sources: Inflation – Bloomberg, as of 2.20.25. Interest rates – Bloomberg, as of 2.24.25. Global industrial production – CRU, as of January 2025. U.S. housing starts – Bloomberg,as of 2.20.25. 12 U.S. housing starts – improving trends in thousands Interest rates – mixed by region Percentage Key quarterly market metrics | macro indicators

Key quarterly market metrics | fertilizers Farmer sentiment – rebounding Index Commodity fertilizers – continued divergence US$ Supramax Timecharter Average – declining US$/day Sources: Grain Price Index – CRU, as of 2.20.25. Farmer sentiment – Purdue/CME Ag Economy Barometer, as of 2.20.25. gMOP (US$/st) and phosphoric acid (US$/ton) – CRU, as of 2.20.25. Supramax – Hudson Shipping, as of 2.20.25. 13 Grain Price Index – mixed US¢/bushel

Key market metrics | Energy Storage and EVs Technical MAP demand ‘000s mt Global LFP phosphate demand ‘000s mt P2O5 Sources: North American and Europe LFP CAM demand – ICCSINO, SMM, Roland Berger battery cell demand model, as of January 2025. Phosphate demand for battery sector – CRU, 2024 forecast. 14 North American LFP CAM demand ‘000s mt 126 222 279 326 Europe LFP CAM demand ‘000s mt 82 162 317 456

15 Sales bridge Full year | 2024 Notes: Numbers rounded to closest million; Other includes intercompany eliminations. Sales by segment US$M Sales US$M

16 Profit bridge Full year | 2024 (1) Adjusted EBITDA is a non-GAAP financial measure; please see reconciliation tables in appendix.Notes: Numbers rounded to closest million; Other includes intercompany eliminations. Adjusted EBITDA(1) by segment US$M Adjusted EBITDA(1) US$M

17 Sales bridge Fourth quarter | 2024 Notes: Numbers rounded to closest million; Other includes intercompany eliminations. Sales by segment US$M Sales US$M

18 Profit bridge Fourth quarter | 2024 (1) Adjusted EBITDA is a non-GAAP financial measure; please see reconciliation tables in appendix.Notes: Numbers rounded to closest million; Other includes intercompany eliminations. Adjusted EBITDA(1) by segment US$M Adjusted EBITDA(1) US$M

19 MOP industry cost curve Cash costs US$/t, excluding royalties, FOB load port Potash ASP US$ Sources: Cost curve – data shown for 2023 and used with permission of CRU International Ltd. 2024, all rights reserved. Potash peers’ ASP from company reports, as of 2.26.25. Production Mt ICL DSW Potash costs and prices Leading positions

20 Bromine industry cost curve Bromine concentration Bromine quality and costs Leading positions Sources: Left graph – internal calculations; right graph – Weizmann Institute of Science. Sea Water(China, Japan) Underground Wells (China) Salt Lake (India) Underground Wells (USA) Dead Sea(Israel, Jordan) 0.06 to 0.11 0.1 to 0.2 2.5 to 4.5 3.5 to 5.5 10.0 to 12.0 China & Japan ICL Jordan Arkansas, U.S. India kT 700 400 300 200 100 500 600 Djibouti g/L Relative production cost

21 Diversified approach to growth Driving global specialties transformation Asia $437M Europe $440M SA $313M NA $307M RoW $104M 4Q’24 sales by region US$ Note: Sales by business exclude other activities and reconciliations of ($47M). Totals may not sum to 100%, due to rounding and set-offs. Potash $422M GS $439M IP $280M PS $507M 4Q’24 sales by business US$

22 Available resources of $1.6B Net debt to adjusted EBITDA(1) of 1.2 Quarterly dividend distribution of $52M, for 3.8% annual yield Maintained focus on cash generation Continued savings and efficiency efforts Consistent execution and disciplined capital allocation Financial highlights Notes: Available cash resources as of 12.31.24 and comprised of cash and deposits, unutilized revolving credit facility, and unutilized securitization. Dividend yield, as of 12.31.24, is shown on TTM basis and is calculated by summing the dividends paid per share for the past four quarters, divided by price per share on the final trading day of quarter. (1) Net debt to adjusted EBITDA, as of 12.31.24, is a non-GAAP financial measure; please see appendix for additional details.

Peer analysis | 2018 to YTD’25 total return Source: S&P Capital IQ Pro, 1.2.18 through 2.21.25. 23 +110% NTR +39% YARA +34% LXS -51% K+S -27% MOS +7% SQM –12% ALB -32%

24 Specialties-driven EBITDA(1) of $0.95B to $1.15B Potash sales volumes of between 4.5M mt and 4.7M mt Expect annual tax rate of approximately ~30% Full year 2025 Guidance (1) Specialties-driven EBITDA includes Industrial Products, Phosphate Solutions and Growing Solutions and is a non-GAAP measure; please see appendix for additional details.

Thank you Contact [email protected] for more information on ICL View our interactive data tool at https://investors.icl-group.com/interactive-data-tool/default.aspx

Appendix Fourth Quarter and Full Year 2024

Phosphate Solutions(2) US$M 4Q’24 4Q’23 Segment sales $507 $515 Segment operating income $81 $85 Segment operating margin 16% 17% Depreciation and amortization $51 $54 Segment EBITDA $132 $139 Segment EBITDA margin 26% 27% Calculation of segment EBITDA Fourth quarter 2024 Industrial Products US$M 4Q’24 4Q’23 Segment sales $280 $299 Segment operating income $55 $39 Segment operating margin 20% 13% Depreciation and amortization $15 $17 Segment EBITDA $70 $56 Segment EBITDA margin 25% 19% Potash(1) US$M 4Q’24 4Q’23 Segment sales $422 $474 Segment operating income $69 $122 Segment operating margin 16% 26% Depreciation and amortization $61 $46 Segment EBITDA $130 $168 Segment EBITDA margin 31% 35% 27 Growing Solutions US$M 4Q’24 4Q’23 Segment sales $439 $478 Segment operating income $31 ($5) Segment operating margin 7% (1%) Depreciation and amortization $20 $20 Segment EBITDA $51 $15 Segment EBITDA margin 12% 3% (1) For 2024, adjusted EBITDA has been positively impacted by an immaterial accounting reclassification. (2) For 4Q’24, Phosphate Specialties comprised $309M of segment sales, $44M of OI, $13M of D&A and represented $57M of EBITDA, while Phosphate Commodities comprised $198M of segment sales, $37M of OI, $38M of D&A and represented $75M of EBITDA. In 2024, ICL moved its Prolactal business from Phosphate Solutions to Other and, as a result, historical segment data has been restated. Note: Numbers may not add, due to rounding and set-offs.

Phosphate Solutions(2) US$M FY’24 FY’23 Segment sales $2,215 $2,350 Segment operating income $358 $350 Segment operating margin 16% 15% Depreciation and amortization $191 $207 Segment EBITDA $549 $557 Segment EBITDA margin 25% 24% Calculation of segment EBITDA Full year 2024 Industrial Products US$M FY’24 FY’23 Segment sales $1,239 $1,227 Segment operating income $224 $220 Segment operating margin 18% 18% Depreciation and amortization $57 $57 Segment EBITDA $281 $277 Segment EBITDA margin 23% 23% Potash(1) US$M FY’24 FY’23 Segment sales $1,656 $2,182 Segment operating income $250 $668 Segment operating margin 15% 31% Depreciation and amortization $242 $175 Segment EBITDA $492 $843 Segment EBITDA margin 30% 39% 28 Growing Solutions US$M FY’24 FY’23 Segment sales $1,950 $2,073 Segment operating income $128 $51 Segment operating margin 7% 2% Depreciation and amortization $74 $68 Segment EBITDA $202 $119 Segment EBITDA margin 10% 6% (1) For 2024, adjusted EBITDA has been positively impacted by an immaterial accounting reclassification. (2) For FY’24, Phosphate Specialties comprised $1,285M of segment sales, $183M of OI, $48M of D&A and represented $231M of EBITDA, while Phosphate Commodities comprised $930M of segment sales, $175M of OI, $143M of D&A and represented $318M of EBITDA. In 2024, ICL moved its Prolactal business from Phosphate Solutions to Other and, as a result, historical segment data has been restated. Note: Numbers may not add, due to rounding and set-offs.

Segment results analysis Fourth quarter 2024 Segment Sales US$M Industrial Products Potash(1) Phosphate Solutions(2) Growing Solutions 4Q’23 $299 $474 $515 $478 Quantity ($13) $38 $15 ($27) Price ($6) ($90) ($24) $10 Exchange rates - - $1 ($22) 4Q’24 $280 $422 $507 $439 Segment EBITDA US$M Industrial Products Potash(1) Phosphate Solutions(2) Growing Solutions 4Q’23 $56 $168 $139 $15 Quantity ($3) $19 $10 ($7) Price ($6) ($90) ($24) $10 Exchange rates - $1 $4 ($4) Raw materials $6 ($1) $17 $32 Energy $2 ($3) $1 - Transportation ($4) $10 $6 - Operating and other expenses $19 $26 ($21) $5 4Q’24 $70 $130 $132 $51 29 (1) For 2024, adjusted EBITDA has been positively impacted by an immaterial accounting reclassification. (2) For 4Q’24, Phosphate Specialties comprised $309M of segment sales, $44M of OI, $13M of D&A and represented $57M of EBITDA, while Phosphate Commodities comprised $198M of segment sales, $37M of OI, $38M of D&A and represented $75M of EBITDA. In 2024, ICL moved its Prolactal business from Phosphate Solutions to Other and, as a result, historical segment data has been restated. Note: Numbers may not add, due to rounding and set-offs.

Segment results analysis Full year 2024 Segment Sales US$M Industrial Products Potash(1) Phosphate Solutions(2) Growing Solutions FY’23 $1,227 $2,182 $2,350 $2,073 Quantity $191 $47 $79 $79 Price ($177) ($576) ($208) ($149) Exchange rates ($2) $3 ($6) ($53) FY’24 $1,239 $1,656 $2,215 $1,950 Segment EBITDA US$M Industrial Products Potash(1) Phosphate Solutions(2) Growing Solutions FY’23 $277 $843 $557 $119 Quantity $77 $17 $54 $30 Price ($177) ($576) ($208) ($149) Exchange rates $12 $21 $23 ($9) Raw materials $14 $2 $129 $225 Energy $7 $14 $5 $5 Transportation ($1) $2 $5 ($6) Operating and other expenses $72 $169 ($16) ($13) FY’24 $281 $492 $549 $202 30 (1) For 2024, adjusted EBITDA has been positively impacted by an immaterial accounting reclassification. (2) For FY’24, Phosphate Specialties comprised $1,285M of segment sales, $183M of OI, $48M of D&A and represented $231M of EBITDA, while Phosphate Commodities comprised $930M of segment sales, $175M of OI, $143M of D&A and represented $318M of EBITDA. In 2024, ICL moved its Prolactal business from Phosphate Solutions to Other and, as a result, historical segment data has been restated. Note: Numbers may not add, due to rounding and set-offs.

Reconciliation tables Calculation of adjustments for fourth quarter 2024 Adjusted EBITDA US$M 4Q’24 4Q’23 Net income $81 $84 Financing expenses, net $33 $33 Taxes on income $33 $33 Less: Share in earnings of equity-accounted investees - ($1) Operating income $147 $149 Depreciation and amortization $157 $146 Adjustments(1) $43 $62 Adjusted EBITDA $347 $357 Free cash flow(2) US$M 4Q’24 4Q’23 Cash flow from operations $452 $452 Additions to PP&E, intangible assets and dividends from equity-accounted investees(3) ($266) ($255) Free cash flow $186 $197 Adjusted NI and diluted EPS US$M, ex. per share 4Q’24 4Q’23 Net income, attributable $70 $67 Adjustments(1) $43 $62 Total tax adjustments ($9) ($6) Adjusted net income, attributable $104 $123 Weighted-average number of diluted ordinary shares outstanding in millions 1,290 1,291 Adjusted diluted EPS $0.08 $0.10 Net debt to adjusted EBITDA(4) US$M 4Q’24 Net debt $1,675 Adjusted EBITDA $1,412 Net debt to adjusted EBITDA 1.2 Note: Numbers may not add, due to rounding and set-offs. (1) See detailed reconciliation table – adjustments to reported operating and net income (non-GAAP) – in corresponding quarters’ earnings release. (2) Commencing in 2Q’24, a reclassification of interest received as cash used in investing activities and interest paid as cash used in financing activities (instead of as cash provided by operating activities) resulted in a slight shift to historical figures. (3) Also includes proceeds from sale of property, plants and equipment (PP&E). (4) Net debt to adjusted EBITDA ratio is calculated by dividing net debt, without securitization, by past four quarters adjusted EBITDA. 31

Reconciliation tables Calculation of adjustments for full year 2024 Adjusted EBITDA US$M FY’24 FY’23 Net income $464 $687 Financing expenses, net $140 $168 Taxes on income $172 $287 Less: Share in earnings of equity-accounted investees ($1) ($1) Operating income $775 $1,141 Depreciation and amortization $596 $536 Adjustments(1) $98 $77 Adjusted EBITDA $1,469 $1,754 Free cash flow(2) US$M FY’24 FY’23 Cash flow from operations $1,468 $1,710 Additions to PP&E, intangible assets and dividends from equity-accounted investees(3) ($710) ($777) Free cash flow $758 $933 Adjusted NI and diluted EPS US$M, ex. per share FY’24 FY’23 Net income, attributable $407 $647 Adjustments(1) $98 $77 Total tax adjustments ($21) ($9) Adjusted net income, attributable $484 $715 Weighted-average number of diluted ordinary shares outstanding in millions 1,290 1,291 Adjusted diluted EPS $0.38 $0.55 Net debt to adjusted EBITDA(4) US$M FY’24 Net debt $1,675 Adjusted EBITDA $1,412 Net debt to adjusted EBITDA 1.2 Note: Numbers may not add, due to rounding and set-offs. (1) See detailed reconciliation table – adjustments to reported operating and net income (non-GAAP) – in corresponding quarters’ earnings release. (2) Commencing in 2Q’24, a reclassification of interest received as cash used in investing activities and interest paid as cash used in financing activities (instead of as cash provided by operating activities) resulted in a slight shift to historical figures. (3) Also includes proceeds from sale of property, plants and equipment (PP&E). (4) Net debt to adjusted EBITDA ratio is calculated by dividing net debt, without securitization, by past four quarters adjusted EBITDA. 32

Guidance and non-GAAP financial measures Guidance: The company only provides guidance on a non-GAAP basis. The company does not provide a reconciliation of forward-looking adjusted EBITDA (non-GAAP) to GAAP net income (loss), due to the inherent difficulty in forecasting, and quantifying certain amounts that are necessary for such reconciliation, in particular, because special items such as restructuring, litigation, and other matters, used to calculate projected net income (loss) vary dramatically based on actual events, the company is not able to forecast on a GAAP basis with reasonable certainty all deductions needed in order to provide a GAAP calculation of projected net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected GAAP net income (loss) being materially less than projected adjusted EBITDA (non-GAAP). The guidance speaks only as of the date hereof. The company undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law. The company provides guidance for specialties-driven EBITDA, which includes Industrial Products, Growing Solutions and Phosphate Solutions, as the Phosphate Solutions business is now predominantly specialties focused. For the Potash business, the company is providing sales volume guidance. The company believes this information provides greater transparency, as these new metrics are less impacted by fertilizer commodity prices, given the extreme volatility in recent years. Non-GAAP financial measures: The company discloses 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. Management uses adjusted operating income, adjusted net income attributable to the company’s shareholders, diluted adjusted earnings per share, free cash flow and adjusted EBITDA to facilitate operating performance comparisons from period to period. The company calculates adjusted operating income by adjusting operating income to add certain items, as set forth in the reconciliation table under “Adjustments to reported operating, and net income (non-GAAP)” in the appendix. Certain of these items may recur. The company calculates adjusted net income attributable to the company’s shareholders by adjusting 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)” in the appendix, excluding the total tax impact of such adjustments. The company calculates diluted adjusted earnings per share by dividing adjusted net income by the weighted-average number of diluted ordinary shares outstanding. Free cash flow is calculated as cash flow from operations less any additions to PP&E, intangible assets, and dividends from equity-accounted investees. 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” in the appendix, 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 the company’s 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 the company’s non-IFRS financial measures as tools for comparison. However, the company believes 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 ongoing operations. Management uses these non-IFRS measures to evaluate the company's business strategies and management performance. The company believes these non‑IFRS measures provide useful information to investors because they improve the comparability of financial results between periods and provide for greater transparency of key measures used to evaluate performance. The company presents 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 the company’s businesses. The company has based the following discussion on its financial statements. You should read such discussion together with the company’s financial statements. 33

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ICL Group Ltd.

By:	/s/ Aviram Lahav
	Name:	Aviram Lahav
	Title:	Chief Financial Officer

ICL Group Ltd.

By:	/s/ Aya Landman
	Name:	Aya Landman
	Title:	VP, Chief Compliance Officer & Corporate Secretary

Date: February 26, 2025

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Date	Price Target	Rating	Analyst
1/21/2025	$4.00 → $6.00	Underweight → Equal Weight	Barclays
1/12/2024	$6.50 → $4.00	Overweight → Underweight	Barclays
11/14/2023	$7.00 → $6.50	Equal Weight → Overweight	Barclays
5/18/2023		Buy → Neutral	BofA Securities
6/1/2022	$12.00	Equal Weight	Barclays
2/14/2022	$9.00 → $10.00	Equal-Weight	Morgan Stanley
12/6/2021	$7.00 → $9.00	Equal-Weight	Morgan Stanley

SEC Form 6-K filed by ICL Group Ltd.

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Israel Corp. Reports Results for Fourth Quarter of 2024

ICL Reports Fourth Quarter and Full Year 2024 Results

ICL Announces Fourth Quarter 2024 Earnings Call

$ICL
Large Ownership Changes

This live feed shows all institutional transactions in real time.

Amendment: SEC Form SC 13G/A filed by ICL Group Ltd.

SEC Form SC 13G filed by ICL Group Ltd.

SEC Form SC 13G/A filed by ICL Group Ltd. (Amendment)

$ICL
SEC Filings

SEC Form 20-F filed by ICL Group Ltd.