ICL Group Ltd (ICL)

ICL Group Announces Completion of Senior Notes OfferingJune 16, 2026 11:50 AM
Business Wire ICL Group Ltd. (NYSE & TASE: ICL) (the “Company” or “ICL”) hereby announces that it completed the private offering of $800 million aggregate principal amount of senior unsecured notes due 2036 (the “Repayment Date”) (ISIN: IL0012431792) (the “Notes”) to institutional investors pursuant to Rule 144A and Regulation S of the U.S. Securities Act of 1933, as amended. The Notes carry a coupon of 6.036% to be paid in semi-annual installments on June 16 and December 16 of each year, beginning December 16, 2026, until the Repayment Date. The interest entitlement dates have been set according to the instructions of the Tel Aviv Stock Exchange Ltd., and shall occur on June 4 and December 4 of each year. The Notes were issued at a price of 100.000% to yield 6.036%, for the total consideration of $800 million. The Notes are unsecured and issued as a single series. The terms of the Notes require ICL to comply with certain covenants, including a limitation on liens, certain restrictions on sale and lease-back transactions, standard restrictions on merger and/or transfer of assets and requirement to offer to repurchase the Notes upon the occurrence of a “Change of Control Repurchase Event”, as defined in the indenture for the Notes. The terms of the Notes also include customary events of default, including a cross-acceleration to other material indebtedness. ICL is entitled to optionally redeem the outstanding Notes at any time prior to the Repayment Date, under certain agreed terms, and subject to payment, in certain events, of an agreed redemption premium. The Notes have been rated BBB- by S&P Global Inc. and Fitch Ratings Inc. The Notes have been approved for trading on TASE UP, the institutional investor trading platform operated by the Tel Aviv Stock Exchange Ltd., and will commence trading on June 17, 2026. This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to purchase the Notes or any other securities, nor shall it constitute an offer, solicitation or sale of the Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The Offering was made solely pursuant to an offering memorandum, which sets forth the terms of the Offering. The securities rating included herein is not a recommendation to buy, sell or hold Notes and may be subject to revision or withdrawal at any time. 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, Potash, Phosphate Solutions and Growing Solutions. ICL shares are dual listed on the New York Stock Exchange and the Tel Aviv Stock Exchange (NYSE and TASE: ICL). The Company employs more than 12,000 people worldwide, and its 2025 revenues totaled approximately $7 billion. For more information, visit the Company's website at www.icl-group.com. Forward-Looking Statements This press release contains forward-looking statements as to ICL’s expectations concerning the Offering, but actual results could vary based on conditions in the capital markets and other factors described under “Risk Factors” in ICL’s Annual Report on Form 20-F for the year ended December 31, 2025 and other reports filed with the U.S. Securities and Exchange Commission. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in ICL’s business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events. View source version on businesswire.com: https://www.businesswire.com/news/home/20260616103210/en/ Investor and Press Contact – Global
Peggy Reilly Tharp
VP, Global Investor Relations
+1-314-983-7665
Peggy.ReillyTharp@icl-group.com Investor and Press Contact - Israel
Adi Bajayo
ICL Spokesperson
+972-3-6844459
Adi.Bajayo@icl-group.com Original: ICL Group Announces Completion of Senior Notes Offering

ICL Group Prices Private Offering of $800 Million Senior Notes Due 2036June 9, 2026 6:09 PM
Business Wire ICL Group Ltd. (NYSE & TASE: ICL) (the “Company” or “ICL”) hereby announces the pricing of an offering (the “Offering”) to institutional investors pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of $800 million aggregate principal amount of senior unsecured notes due 2036 (the “Notes”), bearing interest at a rate of 6.036% to be paid semi-annually until maturity, issued at a price of 100% to yield 6.036% and with the principal amount to be repaid in one instalment at maturity. The Offering is expected to settle on June 16, 2026, subject to customary closing conditions, including listing of the Notes for trading on the institutional investor trading platform operated by the Tel Aviv Stock Exchange Ltd. (known as “TASE UP”). ICL intends to use the net proceeds from the Offering for general corporate purposes, including the repayment, in part or in full, of outstanding borrowings under its revolving credit facility which matures in April 2030 (the “Revolving Credit Facility”) (following such repayment, the Revolving Credit Facility will remain available to ICL in accordance with its terms), the repayment of other debt, capital expenditures, investments and acquisitions, supporting our strategy. The Notes have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Unless they are registered under the Securities Act or the securities law of any applicable state, Israel or any other jurisdiction, the Notes may not be offered or sold within the United States, Israel or to, or for the benefit of, U.S. Persons (as defined in Regulation S under the Securities Act), or to any Israeli residents, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, applicable state securities laws, the Israeli Securities Law, 1968 (the “Israeli Securities Law”) and applicable laws of other jurisdictions. Accordingly, ICL is offering and selling the Notes only (a) in the United States to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A) (“QIBs”), in compliance with Rule 144A; and (b) in offshore transactions complying with Regulation S to persons reasonably believed to be Qualifying Investors. “Qualifying Investor” means a non-U.S. person (within the meaning of Regulation S under the Securities Act) that is also: (i) a QIB, (ii) an institutional investor as set forth in Section 15A(b)(1) of the Israeli Securities Law and that has provided the requisite certification under the First Addendum to the Israeli Securities Law or complies with the criteria of the Israel Securities Authority for investors incorporated outside Israel as set forth in Section 15A(b)(2) of the Israeli Securities Law (a “Qualified Israeli Investor”) or (iii) a person described in sub-paragraph (1) of Section I of Annex II to Directive 2014/65/EU (as amended, “MiFID II”) who is authorized or regulated by a member state (“Member State”) of the European Economic Area or a person described in sub-paragraph (3) of Section I of Annex II to MiFID II (a “Qualified European Investor”) or a person described in sub-paragraph 3(a) of Schedule 1 to Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR”) who is authorized or regulated in the United Kingdom or a person described in sub-paragraph 3(c) of Schedule 1 to UK MiFIR (a “Qualified UK Investor”); provided that in relation to offers of Notes in any Member State or the United Kingdom, “Qualifying Investor” shall only include Qualified European Investors or Qualified UK Investors, as applicable; in the case of the European Economic Area, such offers will be subject to Article 2(e) of the Regulation (EU) 2017/1129 and, in the case of the United Kingdom, paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”). In addition, in the United Kingdom, the offering memorandum has not been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”) by an authorized person under FSMA. In the United Kingdom, the offering memorandum and any other material in relation to the securities described therein are being distributed only to, and are directed only at, persons who are “qualified investors” (as defined in paragraph 15 of Schedule 1 to the POATRs) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iii) any other person to whom it may otherwise lawfully be distributed (all such persons together being referred to as “Relevant Persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be made only with, Relevant Persons. The offering memorandum and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a Relevant Person should not act or rely on the offering memorandum or its contents. Prohibition of Sales to EEA Retail Investors - The Notes described in this announcement are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. MiFID II Product Governance / Professional Investors and ECPs Only Target Market - Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the securities has led to the conclusion that: (i) the target market for the securities is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the securities (a “distributor”) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the securities (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels. Prohibition of Sales to UK Retail Investors - The Notes described in this announcement are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of UK MiFIR; or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the POATRs. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the securities or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering, selling or distributing the securities or otherwise making them available to any retail investor in the United Kingdom may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024. UK MIFIR Product Governance / Professional Investors and ECPs Only Target Market - Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the securities has led to the conclusion that: (i) the target market for the securities is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in UK MiFIR; and (ii) all channels for distribution of the securities to eligible counterparties and professional clients are appropriate. A distributor, being a person subsequently offering, selling or recommending the securities, should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the securities (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to purchase the Notes or any other securities, nor shall it constitute an offer, solicitation or sale of the Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The Offering is being made solely pursuant to an offering memorandum, which sets forth the terms of the Offering. The securities rating included herein is not a recommendation to buy, sell or hold Notes and may be subject to revision or withdrawal at any time. The Notes may be offered in the State of Israel only to Qualified Israeli Investors in reliance on an exemption from the requirement to file a prospectus pursuant to Sections 15A(b)(1) and 15A(b)(2) of the Israeli Securities Law. Accordingly, no prospectus will be filed in the State of Israel in connection with the Offering. 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, Potash, Phosphate Solutions and Growing Solutions. ICL shares are dual listed on the New York Stock Exchange and the Tel Aviv Stock Exchange (NYSE and TASE: ICL). The Company employs more than 12,000 people worldwide, and its 2025 revenues totaled approximately $7 billion. For more information, visit the Company's website at www.icl-group.com. Forward-Looking Statements This press release contains forward-looking statements as to ICL’s expectations concerning the Offering, but actual results could vary based on conditions in the capital markets and other factors described under “Risk Factors” in ICL’s Annual Report on Form 20-F for the year ended December 31, 2025 and other reports filed with the U.S. Securities and Exchange Commission. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in ICL’s business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events. View source version on businesswire.com: https://www.businesswire.com/news/home/20260609679661/en/ Investor and Press Contact - Israel
Adi Bajayo
VP, ICL Spokesperson and Israel IR
+972-52-4454789
Adi.Bajayo@icl-group.com Investor and Press Contact - Global
Peggy Reilly Tharp
VP, ICL Global Investor Relations
+1-314-983-7665
Peggy.ReillyTharp@icl-group.com Original: ICL Group Prices Private Offering of $800 Million Senior Notes Due 2036

ICL Group Announces Launch of Senior Notes OfferingJune 1, 2026 3:01 AM
Business Wire ICL Group Ltd. (NYSE & TASE: ICL) (the “Company” or “ICL”) hereby announces that it has commenced an offering (the “Offering”) of new unsecured senior notes (the “Notes”), the amount and terms of which have yet to be determined. The Company intends to use the net proceeds from the Offering for general corporate purposes, including the repayment, in part or in full, of outstanding borrowings under its revolving credit facility which matures in April 2030 (the “Revolving Credit Facility”) (following such repayment, the Revolving Credit Facility will remain available to ICL in accordance with its terms), the repayment of other debt, capital expenditures, investments and acquisitions, supporting our strategy. If the Offering is completed, the Notes that are issued will be rated. ICL is rated BBB- with stable outlook by the international rating agencies Standard & Poor’s and Fitch Rating Ltd. ICL intends to file an application with the Tel Aviv Stock Exchange Ltd. (“TASE”) for registration of the Notes for trading on the institutional investor trading platform operated by TASE (known as “TASE UP”) and the approval of the registration is a condition to completion of the Offering. Completion of the Offering is subject to market conditions. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Unless they are registered under the Securities Act or the securities law of any applicable state, Israel or any other jurisdiction, the Notes may not be offered or sold within the United States, Israel or to, or for the benefit of, U.S. Persons (as defined in Regulation S under the Securities Act), or to any Israeli residents, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, applicable state securities laws, the Israeli Securities Law, 1968 (the “Israeli Securities Law”) and applicable laws of other jurisdictions. Accordingly, ICL is offering and selling the Notes only (a) in the United States to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A) (“QIBs”), in compliance with Rule 144A; and (b) in offshore transactions complying with Regulation S to persons reasonably believed to be Qualifying Investors. “Qualifying Investor” means a non-U.S. person (within the meaning of Regulation S under the Securities Act) that is also: (i) a QIB, (ii) an institutional investor as set forth in Section 15A(b)(1) of the Israeli Securities Law and that has provided the requisite certification under the First Addendum to the Israeli Securities Law or complies with the criteria of the Israel Securities Authority for investors incorporated outside Israel as set forth in Section 15A(b)(2) of the Israeli Securities Law (a “Qualified Israeli Investor”) or (iii) a person described in sub-paragraph (1) of Section I of Annex II to Directive 2014/65/EU (as amended, “MiFID II”) who is authorized or regulated by a member state (“Member State”) of the European Economic Area or a person described in sub-paragraph (3) of Section I of Annex II to MiFID II (a “Qualified European Investor”) or a person described in sub-paragraph 3(a) of Schedule 1 to Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR”) who is authorized or regulated in the United Kingdom or a person described in sub-paragraph 3(c) of Schedule 1 to UK MiFIR (a “Qualified UK Investor”); provided that in relation to offers of Notes in any Member State or the United Kingdom, “Qualifying Investor” shall only include Qualified European Investors or Qualified UK Investors, as applicable; in the case of the European Economic Area, such offers will be subject to Article 2(e) of the Regulation (EU) 2017/1129 and, in the case of the United Kingdom, paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”). In addition, in the United Kingdom, the offering memorandum has not been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”) by an authorized person under FSMA. In the United Kingdom, the offering memorandum and any other material in relation to the securities described therein are being distributed only to, and are directed only at, persons who are “qualified investors” (as defined in paragraph 15 of Schedule 1 to the POATRs) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iii) any other person to whom it may otherwise lawfully be distributed (all such persons together being referred to as “Relevant Persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be made only with, Relevant Persons. The offering memorandum and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a Relevant Person should not act or rely on the offering memorandum or its contents. Prohibition of Sales to EEA Retail Investors - The Notes described in this announcement are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. MiFID II Product Governance / Professional Investors and ECPs Only Target Market - Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the securities has led to the conclusion that: (i) the target market for the securities is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the securities (a “distributor”) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the securities (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels. Prohibition of Sales to UK Retail Investors - The Notes described in this announcement are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of UK MiFIR; or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the POATRs. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the securities or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering, selling or distributing the securities or otherwise making them available to any retail investor in the United Kingdom may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024. UK MIFIR Product Governance / Professional Investors and ECPs Only Target Market - Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the securities has led to the conclusion that: (i) the target market for the securities is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in UK MiFIR; and (ii) all channels for distribution of the securities to eligible counterparties and professional clients are appropriate. A distributor, being a person subsequently offering, selling or recommending the securities, should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the securities (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to purchase the Notes or any other securities, nor shall it constitute an offer, solicitation or sale of the Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The Offering is being made solely pursuant to an offering memorandum, which sets forth the terms of the Offering. The securities rating included herein is not a recommendation to buy, sell or hold Notes and may be subject to revision or withdrawal at any time. The Notes may be offered in the State of Israel only to Qualified Israeli Investors in reliance on an exemption from the requirement to file a prospectus pursuant to Sections 15A(b)(1) and 15A(b)(2) of the Israeli Securities Law. Accordingly, no prospectus will be filed in the State of Israel in connection with the Offering. 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, Potash, Phosphate Solutions and Growing Solutions. ICL shares are dual listed on the New York Stock Exchange and the Tel Aviv Stock Exchange (NYSE and TASE: ICL). The Company employs more than 12,000 people worldwide, and its 2025 revenues totaled approximately $7 billion. For more information, visit the Company’s website at www.icl-group.com. Forward-Looking Statements This press release contains forward-looking statements as to ICL’s expectations concerning the Offering, as well as information regarding ICL’s debt maturity profile, but actual results could vary based on conditions in the capital markets and other factors described under “Risk Factors” in ICL’s Annual Report on Form 20-F for the year ended December 31, 2025 and other reports filed with the U.S. Securities and Exchange Commission. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in ICL’s business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events. View source version on businesswire.com: https://www.businesswire.com/news/home/20260601544888/en/ Investor and Press Contact – Global
Peggy Reilly Tharp
VP, Global Investor Relations
+1-314-983-7665
Peggy.ReillyTharp@icl-group.com Investor and Press Contact - Israel
Adi Bajayo
VP, ICL Spokesperson and Israel IR
+972-3-6844459
Adi.Bajayo@icl-group.com Original: ICL Group Announces Launch of Senior Notes Offering

ICL Reports First Quarter 2026 ResultsMay 13, 2026 2:22 AM
Business Wire - Following a strong quarter, company increases full year EBITDA guidance to $1.5 billion to $1.7 billion -
- Company continuing to execute against strategy to accelerate growth in specialty crop nutrition and specialty food solutions -
- Sales of $2.0 billion increased 14% year-over-year, with operating income of $235 million up 27%, adjusted net income of $139 million up 26%, adjusted EBITDA of $412 million up 15% and adjusted diluted EPS of $0.11 up 22% - ICL (NYSE: ICL) (TASE: ICL), a leading global specialty minerals company, today reported its financial results for the first quarter ended March 31, 2026. Consolidated sales of $2.0 billion were up 14% versus $1.8 billion in the prior year. Operating income was $235 million versus $185 million in the first quarter of last year, while adjusted operating income of $252 million was up 21% versus $208 million. For the first quarter, net income attributable to shareholders was $126 million versus $91 million in the prior year, with adjusted net income of $139 million up 26% compared to $110 million. Adjusted EBITDA of $412 million was up 15% versus $359 million. Diluted earnings per share were $0.10 versus $0.07 in the first quarter of last year, with adjusted diluted EPS of $0.11 up 22% versus $0.09 in the first quarter of last year. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260512431551/en/ “ICL delivered solid growth across all key financial metrics in the first quarter, including a 14% increase in sales, a 15% increase in adjusted EBITDA and adjusted EPS improvement of 22%, with sales growth in all four business segments. This successful performance was achieved as the company demonstrated exceptional execution and operational resilience, while continuing to benefit from our distinctive global presence with regionally diversified operations. The first quarter also included the acquisition of Bartek Ingredients and the establishment of a specialty fertilizer production facility in India – proof points that we are executing against our strategy to drive growth in specialty crop nutrition and specialty food solutions,” said Elad Aharonson, president and CEO of ICL. “After this successful first quarter, where we benefitted from higher bromine and potash prices – which are expected to remain elevated – we are raising our guidance by $100 million. Looking ahead, we expect to continue to benefit from the current pricing environment, and we will also work to manage raw material costs and other headwinds by swiftly navigating changes in market conditions,” concluded Aharonson. The company increased its guidance for full year 2026 consolidated adjusted EBITDA to $1.5 billion to $1.7 billion from $1.4 billion to $1.6 billion. The company continues to expect Potash sales volumes of between 4.5 million and 4.7 million metric tons. (1a) The international earnings call will begin today at 8:30 a.m. New York time (1:30 p.m. London and 3:30 p.m. Tel Aviv). The dial-in number for financial analysts in North America is (833) 461-5787, or (585) 542-9983 for international analysts, and the conference ID is 273801307, or they can pre-register for the call by visiting https://events.q4inc.com/analyst/273801307?pwd=lqktZ3dC. Employees, the media and the public are invited to listen to the call using the webcast link found at ICL Group Investors Relations - Reports News & Events. Key Financials First Quarter 2026   US$M Ex. per share data 1Q'26 1Q'25 Sales $2,023 $1,767 Gross profit $626 $560 Gross margin 31% 32% Operating income $235 $185 Adjusted operating income (1) $252 $208 Operating margin 12% 10% Adjusted operating margin (1) 12% 12% Net income attributable to shareholders $126 $91 Adjusted net income attributable to shareholders (1) $139 $110 Adjusted EBITDA (1) $412 $359 Adjusted EBITDA margin (1) 20% 20% Diluted earnings per share $0.10 $0.07 Diluted adjusted earnings per share (1) $0.11 $0.09 Cash flows from operating activities (2) $195 $165 (1) Adjusted operating income and margin, adjusted net income attributable to shareholders, adjusted EBITDA and margin, and diluted adjusted earnings per share are non-GAAP financial measures. Please refer to the adjustments table and disclaimer. (2) See "Condensed consolidated statements of cash flows (unaudited)" in the appendix below. Industrial Products First quarter 2026 Sales of $349 million, up 1% vs. $344 million. EBITDA of $86 million, up 13% vs. $76 million. Year-over-year growth driven by higher prices. Key developments versus prior year Flame retardants: Overall sales increased, with bromine-based product sales benefitting from higher pricing and improved electronics end-market demand. Sales of phosphorous-based solutions decreased, as construction end-market demand remained soft. Elemental bromine: Higher prices were unable to offset lower volumes. Clear brine fluids: Sales decreased, as some activity in the Gulf of America shifted to the second quarter. Specialty minerals: Higher sales were driven by increased demand for specialty magnesia used in pharma and food applications and a strong deicing season in North America. Potash First quarter 2026 Sales of $503 million, up 24% vs. $405 million. EBITDA of $172 million, up 46% vs. $118 million. Grain Price Index decreased 10.3% year-over-year, with corn, rice and wheat down 6.1%, 22.4% and 7.7%, respectively, while soybeans were up 9.5%. On a sequential basis, the Grain Price Index increased 5.2%, corn, rice, soybeans and wheat were up 3.3%, 5.0%, 4.2% and 8.2%, respectively. Key developments versus prior year Potash price: $362 per ton (CIF). Up 4% sequentially and up 21% year-over-year. Potash sales volumes: 1,190 thousand metric tons. Increased by 87 thousand metric tons year-over-year, with higher volumes mainly to China and Brazil. Potash production volumes: 1,177 thousand metric tons. Increased by 115 thousand metric tons year-over-year. ICL Dead Sea: Production improved, despite operational challenges primarily related to external forces. ICL Iberia: Production improved by ~10%, as operational efficiency efforts continued. Phosphate Solutions First quarter 2026 Sales of $679 million, up 18% vs. $573 million. EBITDA of $131 million vs. $139 million. Year-over-year changes driven by strength in commodities, while specialties results were lower but in-line with market dynamics. Key developments versus prior year White phosphoric acid: Food-grade sales increased, with higher prices across most regions and higher volumes in Europe and South America. Tech-grade sales increased significantly, supported by higher volumes and prices, particularly in Asia. Industrial phosphates: Sales decreased, as higher prices in Europe were unable to offset lower volumes globally. Food phosphates: Sales increased slightly, as volume growth in China and North America offset lower selling prices. Commodity phosphates: Demand varied by region, with significant price volatility, as the escalation of the Middle East accelerated price momentum. Growing Solutions First quarter 2026 Sales of $551 million, up 11% vs. $495 million. EBITDA of $49 million, up 4% vs. $47 million. Continued focus on innovative, regional solutions helped drive year-over-year growth. Key developments versus prior year Brazil: Despite positive impact from exchange rate fluctuations, sales decreased on lower volumes. Gross profit also declined, due to less profitable product mix. Europe: Sales increased on higher prices, higher volumes and favorable exchange rate fluctuations, which also resulted in higher gross profit. North America: Sales were flat, with higher prices and lower volumes. Gross profit also remained stable, due to higher raw material costs. Asia: Sales growth was driven by higher prices, higher volumes and favorable exchange rates, while gross profit was flat, due to higher raw material costs. India: Established a new specialty and water-soluble fertilizer (WSF) production facility in Maharashtra, to expand local manufacturing capabilities, support growing market demand and strengthen supply-chain resilience. Product trends: Specialty agriculture sales increased on both higher volumes, mainly in China and Europe, and higher prices. Turf and ornamental sales increased, as turf and landscape volumes were higher, particularly in Europe. Financial Items Financing Expenses Net financing expenses for the first quarter of 2026 were $42 million, up versus $37 million in the corresponding quarter of last year. Tax Expenses Reported tax expenses in the first quarter of 2026 were $53 million, reflecting an effective tax rate of about 28%, compared to $42 million in the corresponding quarter of last year, reflecting an effective tax rate of 28%. Available Liquidity ICL’s available cash resources, which are comprised of cash and deposits, unutilized revolving credit facility, and unutilized securitization, totaled $1,491 million, as of March 31, 2026. Outstanding Net Debt As of March 31, 2026, ICL’s net financial liabilities amounted to $2,569 million, an increase of $309 million compared to December 31, 2025. The increase is attributable, in part, to a $152 million increase in debt, with $135 million of secured borrowings incurred by the company in connection with the acquisition of Bartek Ingredients in January 2026. In addition, as of March 31, 2026, the fair value balance of currency and interest rate swap transactions (CCS) economically reduced the company's finance liabilities by approximately $47 million. Dividend Distribution In connection with ICL’s first quarter 2026 results, the Board of Directors declared a dividend of 5.35 cents per share, or approximately $69 million, versus 4.26 cents per share, or approximately $55 million, in the first quarter of last year. The dividend will be payable on June 17, 2026, to shareholders of record as of June 2, 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, Potash, Phosphate Solutions and Growing Solutions. ICL shares are dual listed on the New York Stock Exchange and the Tel Aviv Stock Exchange (NYSE and TASE: ICL). The company employs more than 12,000 people worldwide, and its 2025 revenues totaled approximately $7 billion. For more information, visit the company's website at www.icl-group.com. For more information, visit ICL's website at icl-group.com. Details about ICL’s sustainability practices and performance can be found in the 2024 Corporate Responsibility ESG Report. You can also learn more about ICL on Facebook, LinkedIn, YouTube, X and Instagram. Guidance (1a) 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 consolidated adjusted EBITDA and for its Potash business the company provides sales volumes guidance. The company believes this information provides greater transparency, as the price of potash has stabilized over the past few years and consolidated adjusted EBITDA is now a more relevant metric for investors to evaluate the company’s performance and compare its financial results between periods. Non-GAAP Statement 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, and adjusted EBITDA to facilitate operating performance comparisons from period to period. The company calculates 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. Adjusted net income attributable to the company’s shareholders is calculated 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)” below, excluding the total tax impact of such adjustments. Diluted adjusted earnings per share is calculated by dividing adjusted net income by the weighted-average number of diluted ordinary shares outstanding. 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 the 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 our 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 the financial results between periods and provide for greater transparency of key measures used to evaluate performance. Forward Looking Statements 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: 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; the effects of the ongoing security situation in Israel, including the nature and duration of related conflicts; 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; changes in exchange rates or prices compared to those we are currently experiencing; general market, political or economic conditions in the countries in which price increases or shortages with respect to the company's principal raw materials; pandemics may create disruptions, impacting our 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 company plants; labor disputes, slowdowns and strikes involving the company 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 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; and restrictions, as well as credit risk rising interest rates; government examinations or investigations; 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; Our exposure to risks relating to its current and future activity in emerging markets; 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; disruption to sales of the company magnesium products due to factors beyond our control; the company including changes in global economic conditions and environmental regulations; our ability to secure additional resources to continue the company's phosphate mining operations at ICL Rotem; 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 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; current 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, 2025, filed with the U.S. Securities and Exchange Commission (SEC) on March 11, 2026 (the Annual Report). Forward-looking statements speak only as of the date they are made, and except as otherwise required by law, we do 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 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. Appendix Condensed Consolidated Statements of Income (Unaudited)   $ millions Three-months ended Year ended   March 31, 2026 March 31, 2025 December 31, 2025 Sales 2,023 1,767 7,153 Cost of sales 1,397 1,207 4,967         Gross profit 626 560 2,186         Selling, transport and marketing expenses 300 268 1,114 General and administrative expenses 77 77 299 Research and development expenses 15 18 70 Other expenses 6 16 161 Other income (7) (4) (38)         Operating income 235 185 580         Finance expenses 61 62 298 Finance income (19) (25) (159) Finance expenses, net 42 37 139         Income before taxes on income 193 148 441         Taxes on income 53 42 161         Net income 140 106 280         Net income attributable to non-controlling interests 14 15 54         Net income attributable to shareholders of the Company 126 91 226         Earnings per share attributable to shareholders of the Company:               Basic earnings per share (in dollars) 0.10 0.07 0.18         Diluted earnings per share (in dollars) 0.10 0.07 0.18         Weighted-average number of ordinary shares outstanding:               Basic (in thousands) 1,290,677 1,290,452 1,290,580         Diluted (in thousands) 1,290,677 1,290,944 1,291,395     Condensed Consolidated Statements of Financial Position as of (Unaudited)   $ millions March 31, 2026 March 31, 2025 December 31, 2025 Current assets       Cash and cash equivalents 407 312 291 Short-term investments and deposits 174 121 205 Trade receivables 1,649 1,497 1,365 Inventories 1,865 1,629 1,934 Prepaid expenses and other receivables 356 277 369 Total current assets 4,451 3,836 4,164         Non-current assets       Deferred tax assets 194 151 180 Property, plant and equipment 7,076 6,526 6,785 Intangible assets 964 918 955 Other non-current assets 324 260 329 Total non-current assets 8,558 7,855 8,249         Total assets 13,009 11,691 12,413         Current liabilities       Short-term debt 926 570 876 Trade payables 1,185 1,031 1,157 Provisions 66 62 58 Other payables 1,058 940 1,040 Total current liabilities 3,235 2,603 3,131         Non-current liabilities       Long-term debt and debentures 2,224 1,856 1,880 Deferred tax liabilities 524 486 502 Long-term employee liabilities 388 333 390 Long-term provisions and accruals 229 229 231 Other 84 61 36 Total non-current liabilities 3,449 2,965 3,039         Total liabilities 6,684 5,568 6,170         Equity       Total shareholders’ equity 6,046 5,844 5,983 Non-controlling interests 279 279 260 Total equity 6,325 6,123 6,243         Total liabilities and equity 13,009 11,691 12,413     Condensed Consolidated Statements of Cash Flows (Unaudited)   $ millions Three-months ended Year ended   March 31, 2026 March 31, 2025 December 31, 2025 Cash flows from operating activities       Net income 140 106 280 Adjustments for:       Depreciation and amortization 160 151 615 Fixed assets impairment - - 111 Exchange rate, interest and derivative, net 22 44 59 Tax expenses 53 42 161 Change in provisions 6 (5) 26 Other 4 3 18   245 235 990         Change in inventories 76 28 (210) Change in trade receivables (272) (202) (11) Change in trade payables 37 31 100 Change in other receivables (13) (15) (22) Change in other payables 11 18 80 Net change in operating assets and liabilities (161) (140) (63)         Income taxes paid, net of refund (29) (36) (151)         Net cash provided by operating activities 195 165 1,056         Cash flows from investing activities       Proceeds (payments) from deposits, net 32 (4) (86) Purchases of property, plant and equipment and intangible assets (135) (190) (824) Proceeds from divestiture of assets and businesses, net of transaction expenses 3 2 1 Payments from settlement of derivatives, net (1) - (9) Interest received 3 3 15 Business combinations (88) (3) (12) Net cash used in investing activities (186) (192) (915)         Cash flows from financing activities       Dividends paid to the Company's shareholders (60) (52) (224) Receipts of long-term debt 641 361 1,666 Repayments of long-term debt (561) (397) (1,599) Receipts of short-term debt, net 115 109 146 Interest paid (18) (16) (117) Payments from transactions in derivatives (17) - (3) Dividend paid to the non-controlling interests - - (64) Net cash provided by (used in) financing activities 100 5 (195)         Net change in cash and cash equivalents 109 (22) (54) Cash and cash equivalents as of the beginning of the period 291 327 327 Net effect of currency translation on cash and cash equivalents 7 7 18 Cash and cash equivalents as of the end of the period 407 312 291     Adjustments to Reported Operating and Net Income (non-GAAP)   $ millions Three-months ended March 31, 2026 March 31, 2025 Operating income 235 185 Charges related to the security situation in Israel (1) 17 10 Impairment and write-off of assets and provision for site closure (2) - 4 Provision for early retirement (3) - 9 Total adjustments to operating income 17 23 Adjusted operating income 252 208 Net income attributable to the shareholders of the Company 126 91 Total adjustments to operating income 17 23 Total tax adjustments (4) (4) (4) Total adjusted net income - shareholders of the Company 139 110 (1) For 2026 and 2025, reflects charges relating to the ongoing security situation in Israel. (2) For 2025, reflects expenses related to the fire incident at Ashdod Port. (3) For 2025, reflects provisions for early retirement due to restructuring at certain sites, as part of the Company’s global efficiency plan. (4) For 2026 and 2025, reflects the tax impact of adjustments made to operating income.     Consolidated EBITDA for the Periods of Activity   $ millions Three-months ended March 31, 2026 March 31, 2025 Net income 140 106 Financing expenses, net 42 37 Taxes on income 53 42 Operating income 235 185 Depreciation and amortization 160 151 Adjustments (1) 17 23 Total adjusted EBITDA 412 359 (1) See "Adjustments to Reported Operating and Net income (non-GAAP)" above.     Calculation of Segment EBITDA   $ millions Industrial Products Potash Phosphate Solutions (1) Growing Solutions   Three-months ended March 31   2026 2025 2026 2025 2026 2025 2026 2025 Segment operating income 71 62 105 56 81 91 30 28 Depreciation and amortization 15 14 67 62 50 48 19 19 Segment EBITDA 86 76 172 118 131 139 49 47 (1) For the first quarter of 2026, Phosphate Specialties accounted for $368 million of segment sales, $32 million of operating income, $13 million of D&A and $45 million of EBITDA, while Phosphate Commodities accounted for $311 million of segment sales, $49 million of operating income, $37 million of D&A and represented $86 million of EBITDA.   View source version on businesswire.com: https://www.businesswire.com/news/home/20260512431551/en/ Investor and Press Contact – Global
Peggy Reilly Tharp
VP, Global Investor Relations
+1-314-983-7665
Peggy.ReillyTharp@icl-group.com Investor and Press Contact - Israel
Adi Bajayo
VP, ICL Spokesperson and Israel IR
+972-3-6844459
Adi.Bajayo@icl-group.com Original: ICL Reports First Quarter 2026 Results

ICL Announces First Quarter 2026 Earnings CallApril 22, 2026 4:15 PM
Business Wire
ICL (NYSE: ICL) (TASE: ICL), a leading global specialty minerals company, today announced it plans to release first quarter 2026 results prior to the opening of the TASE market on Wednesday, May 13, 2026.


On that day, Elad Aharonson, president and CEO of ICL, and Aviram Lahav, CFO of ICL, will host a conference call to discuss results, provide a general business update and answer questions 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 (833) 461-5787, or (585) 542-9983 for international analysts, and the conference ID is 273801307. To participate, please dial in a few minutes before the scheduled time.


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 or they can pre-register for the call by visiting https://events.q4inc.com/analyst/273801307?pwd=lqktZ3dC. A replay will be available online within approximately 24 hours of the live event.


About ICL


ICL Group is a global leader in agriculture, food and industrial solutions and uses 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 includes more than 12,000 individuals who are 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, Potash, Phosphate Solutions and Growing Solutions. ICL shares are dual listed on the New York Stock Exchange and the Tel Aviv Stock Exchange (NYSE and TASE: ICL), and its 2025 revenues totaled more than $7 billion.


For more information, visit ICL's website at icl-group.com.


Details about ICL’s sustainability practices and performance can be found in the 2024 Corporate Responsibility ESG Report.


You can also learn more about ICL on Facebook, LinkedIn, YouTube, X and Instagram.


Forward Looking Statements


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, 2025, filed with the U.S. Securities and Exchange Commission (SEC) on March 11, 2026 (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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260422390727/en/
Investor and Press Contact – Global

Peggy Reilly Tharp

VP, Global Investor Relations

+1-314-983-7665

Peggy.ReillyTharp@icl-group.com


Investor and Press Contact - Israel

Adi Bajayo

VP, ICL Spokesperson and Israel IR

+972-3-6844459

Adi.Bajayo@icl-group.com


Original: ICL Announces First Quarter 2026 Earnings Call

ICL Group Opens Specialty Fertilizer Manufacturing Facility in India, Strengthening Supply Security and Advancing Its Growth StrategyMarch 18, 2026 5:35 AM
Business Wire
New local Water Soluble Fertilizer production will support rising demand in a major fertilizer-importing market and enhance resilience as geopolitical tensions disrupt global supply routes


ICL (NYSE: ICL) (TASE: ICL), a leading global specialty minerals company, today announced the opening of a new specialty fertilizer production facility in Maharashtra, India. The launch comes at a critical time for India, which relies heavily on fertilizer imports and is now facing supply disruptions due to the latest geopolitical instability and the closure of the Strait of Hormuz - a key global shipping corridor. These delays are already affecting fertilizer availability worldwide and could pose long-term risks to food security if not addressed. This new facility supports the Government of India’s “Make in India” initiative and reflects ICL’s strategy to expand local production in high-growth markets. By manufacturing Water Soluble Fertilizers (WSF) within India, ICL aims to reduce dependence on cross-border supply chains, diversify production routes and ensure more reliable access to essential agricultural inputs.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260318589447/en/ICL specialty fertilizers plant in India
The plant will produce advanced Water Soluble Fertilizers solutions, that enable precise nutrient delivery and higher agronomic efficiency. According to customs import data and growth trends from previous years, India WSF market has demonstrated a high single-digit CAGR. By expanding access to these solutions, the facility will support Indian farmers in adopting more efficient and sustainable growing practices, helping to increase yields and strengthen long-term food security.


The new facility will span approximately seven acres (28,000 square meters) and will replicate ICL’s advanced production model currently operating in Israel. Designed to deliver the same high-quality specialty fertilizer products currently exported from Israel, the plant will strengthen supply reliability and build a more diversified production base that can better navigate geopolitical constraints while supporting long-term customer demand. ICL has worked closely with partners and customers in India for more than three decades, generating approximately $250 million in annual revenues.


“Establishing this manufacturing plant in India is a strategic step in scaling our specialty fertilizer production platform,” said Nir Ilani, President of the Growing Solutions Division of ICL. “With geopolitical tensions disrupting global trade routes and delaying fertilizer shipments through a key corridor such as the Strait of Hormuz, building local production capacity is essential. This facility enhances India’s supply resilience and ensures farmers have consistent access to high-quality solutions.”


The investment strengthens ICL’s long-term strategy to expand its specialty fertilizers market, deepen customer relationships and respond more effectively to local agronomic needs.


About ICL


ICL Group Ltd. is a global leader in agriculture, food and industrial solutions and uses 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 includes more than 12,000 individuals who are 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, Potash, Phosphate Solutions and Growing Solutions. ICL shares are dual listed on the New York Stock Exchange and the Tel Aviv Stock Exchange (NYSE and TASE: ICL), and its 2025 revenues totaled more than $7 billion.


For more information, visit ICL's website at icl-group.com.

To access ICL's CSR report, visit icl-group-sustainability.com.

You can also learn more about ICL on Facebook, LinkedIn, YouTube, X and Instagram.


Forward Looking Statements


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” and “potential,” among others.


Forward-looking statements appear in a number of places in this press release 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 actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to: the Company’s intentions to expand access to advanced water-soluble fertilizers to support more efficient and sustainable farming practices in India; the Company’s ambition to strengthen supply reliability and enhance service to customers across India through local production; the Company’s plans for the new facility to support regional economic development and strengthen India’s agricultural supply chain; the Company’s expectations that the production will support rising demand in a major fertilizer-importing market and enhance resilience as geopolitical tensions disrupt global supply routes; the Company’s intentions to be closer to customers and respond more efficiently to local agronomic needs; expectations regarding high single-digit CAGR growth of the WSF market in India; ICL’s expectations that the new facility will help increase yields and strengthen long-term food security; ICL’s expectations that the facility will reach a production capacity of up to 30,000 tons by 2029; expectations that the facility may in the future serve as a hub for exports to additional global markets and integrate into ICL’s global production network; the Company’s belief that establishing local production capacity is an operational necessity given geopolitical tensions and supply-chain disruptions; expectations that the facility will enhance India’s supply resilience and create new employment opportunities; and ICL’s view of specialty fertilizers as a key growth engine for the Company.


Although ICL believes the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because ICL can give no assurance they will prove to be correct.


Other factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, estimates, forecasts and statements as to management's expectations with respect to, among other things, business and financial prospects, financial multiples and accretion estimates, future trends, plans, strategies, positioning, objectives and expectations, the state of the Indian market, general economic, market and business conditions, weather conditions, governmental and regulatory requirements and actions by governmental authorities, including changes in government policy, changes in environmental, tax and other laws or regulations and the interpretation thereof. As a result of the foregoing, readers should not place undue reliance on the forward-looking statements contained in this press release concerning the timing of the transaction, or other more specific risks and uncertainties facing ICL, such as those set forth in the “Risk Factors” section of its Annual Report on Form 20-F filed on March 13, 2025 (reference no. 2025-02-016733), as such risk factors may be updated from time to time in its Current Reports on Form 6-K and other filings ICL makes with the U.S. Securities and Exchange Commission from time to time.


Forward-looking statements refer only to 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 publicly release any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260318589447/en/
Investor and Press Contact – Global

Peggy Reilly Tharp

VP, Global Investor Relations

+1-314-983-7665

Peggy.ReillyTharp@icl-group.com
Investor and Press Contact - Israel

Adi Bajayo

VP, ICL Spokesperson & Israel IR

+972-3-6844459

Adi.Bajayo@icl-group.com


Original: ICL Group Opens Specialty Fertilizer Manufacturing Facility in India, Strengthening Supply Security and Advancing Its Growth Strategy

ICL Files 2025 Annual Report on Form 20-FMarch 11, 2026 3:15 AM
Business Wire
ICL (NYSE: ICL) (TASE: ICL), a leading global specialty minerals company, today announced the filing of its annual report on Form 20-F for the fiscal year ended December 31, 2025, with the U.S. Securities and Exchange Commission (SEC).


The 2025 annual report can be accessed by visiting either the SEC’s website at www.sec.gov or the company’s website at www.icl-group.com. In addition, shareholders may receive a hard copy of the company’s complete audited financial statements free of charge, by requesting a copy from Investor Relations.


About ICL


ICL Group Ltd. is a global leader in agriculture, food and industrial solutions and uses 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 includes more than 12,000 individuals who are 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, Potash, Phosphate Solutions and Growing Solutions. ICL shares are dual listed on the New York Stock Exchange and the Tel Aviv Stock Exchange (NYSE and TASE: ICL), and its 2025 revenues totaled more than $7 billion.


For more information, visit ICL's website at icl-group.com.


To access ICL's interactive CSR report, visit icl-group-sustainability.com.


You can also learn more about ICL on Facebook, LinkedIn, YouTube, X and Instagram.


Forward Looking Statements


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 the company is 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 the company’s 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’s 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 the company’s seaport shipping facilities or regulatory restrictions affecting the company’s ability to export the company’s products overseas; changes in exchange rates or prices compared to those we are currently experiencing; general market, political or economic conditions in the countries in which the company operates; price increases or shortages with respect to the company’s principal raw materials; pandemics may create disruptions, impacting the company’s 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 company’s plants; labor disputes, slowdowns and strikes involving the company’s 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 the company’s 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 and restrictions, as well as credit risk; rising interest rates; government examinations or investigations; information technology systems or breaches of the company’s, or the company’s 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 company’s businesses; risks relating to the company’s current and future activities in emerging markets; 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’s control; disruption to sales of the company’s magnesium products due to factors beyond the company’s control, including changes in global economic conditions and environmental regulations; the company’s ability to secure additional resources to continue the company’s phosphate mining operations at ICL Rotem; 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 the resulting disruptions to the company’s 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, 2025, filed with the U.S. Securities and Exchange Commission (SEC) on March 11, 2026 (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 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260311514442/en/
Investor and Press Contact – Global

Peggy Reilly Tharp

VP, Global Investor Relations

+1-314-983-7665

Peggy.ReillyTharp@icl-group.com


Investor and Press Contact - Israel

Adi Bajayo

VP, ICL Spokesperson and Israel IR

+972-3-6844459

Adi.Bajayo@icl-group.com


Original: ICL Files 2025 Annual Report on Form 20-F

ICL Announces Chief Financial Officer TransitionMarch 10, 2026 4:15 PM
Business Wire
The company thanks Aviram Lahav for his significant contribution and congratulates Asaf Alperovitz on his appointment


ICL Group Ltd. (NYSE: ICL) (TASE: ICL), a leading global specialty minerals company, today announced that, as per the resolution of the company’s Board of Directors, Asaf Alperovitz will be appointed Chief Financial Officer and a member of the executive management team as of June 15, 2026, succeeding Aviram Lahav, who will conclude his tenure on that date, towards his retirement.


“I would like to thank Aviram for his meaningful contribution to the company, and for his professionalism, extensive experience and partnership,” said Elad Aharonson, President and CEO of ICL. “I wish him great success in his future endeavors.”


Asaf Alperovitz brings with him more than two decades of senior financial experience. He currently serves as the CFO of SolarEdge Technologies and previously held CFO positions at Delta Galil Industries, Syneron Candela, and other companies, served as CEO at Allmed Solutions, and held senior management roles including Head of the Israeli Desk at Ernst & Young (EY). Alperovitz holds an MBA in Finance and Marketing and a BA in Accounting and Economics, both from Tel Aviv University, and is a Certified Public Accountant (Israel).


“On behalf of the company, I would like to congratulate Asaf on his new role and on joining ICL’s executive management. I am confident that his extensive global experience in public companies and senior management positions will contribute to advancing the company, supporting its growth, and executing its strategy,” concluded Aharonson.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260310113162/en/
Investor and Press Contact – Global

Peggy Reilly Tharp

VP, Global Investor Relations

+1-314-983-7665

Peggy.ReillyTharp@icl-group.com
Investor and Press Contact - Israel

Adi Bajayo

VP, ICL Spokesperson and Israel IR

+972-3-6844459

Adi.Bajayo@icl-group.com


Original: ICL Announces Chief Financial Officer Transition

ICL Reports Fourth Quarter and Full Year 2025 ResultsFebruary 18, 2026 2:15 AM
Business Wire
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


ICL (NYSE: ICL) (TASE: ICL), a leading global specialty minerals company, today reported its financial results for the fourth quarter and full year ended December 31, 2025. For the fourth quarter, consolidated sales of $1,701 million were up 6% versus $1,601 million in the fourth quarter of 2024. Operating income was ($16) million versus $147 million, while adjusted operating income of $223 million was up 17% versus $190 million in 2024. Adjusted EBITDA of $380 million was up 10% versus $347 million in the fourth quarter of 2024. Diluted earnings per share were ($0.06) in the fourth quarter, versus $0.06 in the prior year, while adjusted diluted EPS of $0.09 was up 13% versus $0.08.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260217956054/en/
In the fourth quarter, ICL incurred adjustments totaling $239 million, and the company views these charges as unusual. The adjustments include approximately $122 million for activities related to the execution of ICL’s new strategy. These efforts are essential in moving ICL forward and designed to help fund the company’s profitable growth engines – specialty crop nutrition and specialty food solutions. These advancements will help the company redirect its resources toward better-aligned opportunities and include the discontinuation of ICL’s LFP battery materials projects in St. Louis and in Spain, efficiency improvements at some of our R&D facilities in Israel, and an impairment of assets in the UK. These adjustments also include an $80 million provision for prior years following a Supreme Court ruling regarding water extraction fees in the Dead Sea concession area.


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.


“ICL delivered a solid finish to 2025, with fourth quarter sales increasing 6% to $1.7 billion and adjusted EBITDA improving 10% to $380 million. All four of our segments delivered sales growth, with sales for our Industrial Products, Phosphate Solutions and Growing Solutions segments up 4% in the fourth quarter, and we remain committed to growing our leadership position in these segments,” said Elad Aharonson, president and CEO of ICL. “Throughout 2025, we benefitted from our distinctive global presence and relied on our regionally diversified operations to expand our specialties solutions offerings to our global customers using local production. This focus helped us to deliver a 5% increase in sales in 2025.


“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.


“This focus has resulted in a review of our capital allocation priorities and an evaluation of non-synergistic and low-potential activities, including the discontinuation of our downstream expansion into cathode active materials for LFP batteries and a sales review of our Boulby operations in the UK, where we are exploring divestment opportunities. We expect to share updates on our strategic efforts throughout 2026 and look forward to strengthening and growing ICL for the long-term.”


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.


Financial Figures and non-GAAP Financial Measures





10-12/2025






10-12/2024






1-12/2025






1-12/2024








 






$




millions






% of




Sales






$




millions






% of




Sales






$




millions






% of




Sales






$




millions






% of




Sales








Sales






1,701






-






1,601






-






7,153






-






6,841






-








Gross profit






468






28






535






33






2,186






31






2,256






33








Operating income (loss)






(16)






(1)






147






9






580






8






775






11








Adjusted operating income (1)






223






13






190






12






873






12






873






13








Net income (loss) attributable to the Company's shareholders






(73)






(4)






70






4






226






3






407






6








Adjusted net income attributable to the Company’s shareholders (1)






121






7






104






6






465






7






484






7








Diluted earnings per share (in dollars)






(0.06)






-






0.06






-






0.18






-






0.32






-








Diluted adjusted earnings per share (in dollars) (2)






0.09






-






0.08






-






0.36






-






0.38






-








Adjusted EBITDA (2)






380






22






347






22






1,488






21






1,469






21








Cash flows from operating activities (3)






314






-






452






-






1,056






-






1,468






-








Purchases of property, plant and equipment and intangible assets (3)






252






-






267






-






824






-






713






-









(1)






See “Adjustments to Reported Operating and Net income (non-GAAP)” below.








(2)






See "Adjusted EBITDA and Diluted Adjusted Earnings Per Share for the periods of activity" below.








(3)






See “Condensed consolidated statements of cash flows (unaudited)” in the appendix below.








 



 


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.


Results of operations and key indicators




 






10-12/2025






10-12/2024






1-12/2025






1-12/2024








 






$ millions






$ millions






$ millions






$ millions








Segment Sales






296






280






1,254






1,239








Sales to external customers






294






275






1,238






1,220








Sales to internal customers






2






5






16






19








Segment Operating Income






52






55






220






224








Depreciation and amortization






16






15






60






57








Segment EBITDA






68






70






280






281








Capital expenditures






28






38






81






94







Significant highlights for the fourth quarter



Flame retardants: Sales of bromine-based products remained flat year-over-year, as higher prices were offset by lower volumes due to continued weak demand. Sales of phosphorus-based products were also flat year-over-year, driven mainly by lower volumes in Europe, offset by higher volumes and prices in the US following duties on imports of tris (2-chloro-1-methylethyl) phosphate (TCPP) from China.



Elemental bromine: Sales increased year-over-year, as higher prices offset lower volumes.



Clear brine fluids: Sales increased year-over-year, driven by higher demand in South America and Europe.



Specialty minerals: Sales increased year-over-year, driven by higher demand for magnesium chloride for deicing in the US following an early snowfall, which resulted in strong pre-season sales. This was partially offset by lower sales in certain industrial applications.



Results analysis for the period October – December 2025




 






Sales






Expenses






Operating income








 






$ millions








Q4 2024 figures






280






(225)






55








Quantity






(13)






10






(3)








Price






24






-






24








Exchange rates






5






(13)






(8)








Raw materials






-






1






1








Energy






-






(1)






(1)








Transportation






-






4






4








Operating and other expenses






-






(20)






(20)








Q4 2025 figures






296






(244)






52










 



Quantity – The negative impact on operating income was primarily due to lower sales volumes of bromine-based flame retardants and phosphorus-based industrial solutions, partially offset by higher sales volumes of clear brine fluids.



Price – The positive impact on operating income was primarily due to higher selling prices of bromine-based industrial solutions, bromine-based flame retardants, specialty minerals, and phosphorus- based flame retardants.



Exchange rates – The unfavorable impact on operating income was mainly driven by higher operational costs due to the appreciation of the average exchange rate of the Israeli shekel against the US dollar, which outweighed the positive impact on sales from the euro's appreciation.



Operating and other expenses – The negative impact on operating income was mainly related to higher operational costs.



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.


Results of operations and key indicators




 






10-12/2025






10-12/2024






1-12/2025






1-12/2024








 






$ millions






$ millions






$ millions






$ millions








Segment Sales






473






422






1,714






1,656








Potash sales to external customers






370






315






1,308






1,237








Potash sales to internal customers






27






30






89






95








Other and eliminations (1)






76






77






317






324








Gross Profit






163






61






622






650








Segment Operating Income






86






69






298






250








Depreciation and amortization






64






61






254






242








Segment EBITDA






150






130






552






492








Capital expenditures






124






116






367






332








Potash price - CIF ($ per tonne)






348






285






316






299









(1)






Primarily includes salt produced in Spain, metal magnesium-based products, chlorine and sales of surplus electricity produced by ICL’s power plant at the Dead Sea in Israel.








 



 


Significant highlights for the fourth quarter



ICL's potash price (CIF) per tonne was $348 in the fourth quarter, reflecting a 22% increase year-over-year.



The Grain Price Index declined by 4.4% in the fourth quarter. While corn, wheat, and soy increased quarter-over-quarter by 2.6%, 0.1%, and 5.1%, respectively, rice declined by 15.7% due to expectations of global oversupply. On a year-over-year basis, the Index declined by 13.9%, as corn and soy increased by 0.6% and 8.6%, respectively, while wheat and rice decreased by 10.7% and 31.1%, respectively.



The WASDE (World Agricultural Supply and Demand Estimates) report, published by the USDA in January 2026, showed a continued decrease in the expected ratio of global inventories of grains to consumption to 26.7% for the 2025/26 agriculture year, compared to 26.9% for the 2024/25 agriculture year, and 28.3% for the 2023/24 agriculture year.



In December 2025, under ICL's 2025–2027 Chinese framework agreements, the Company signed contracts with its Chinese customers to supply 750,000 tonnes of potash, with a mutual option for an additional 330,000 tonnes, to be supplied during 2026 at a price of $348 per tonne. This rate was in line with recent industry contract settlements.



Metal Magnesium: Sales decreased year-over-year due to lower sales volumes.



Additional segment information


Global potash market - average prices and imports:




Average prices






 






10-12/2025






10-12/2024






VS Q4 2024






7-9/2025






VS Q3 2025








Granular potash – Brazil






CFR spot




($ per tonne)






355






288






23.3%






360






(1.4)%








Granular potash – Northwest Europe






CIF spot/contract




(€ per tonne)






365






338






8.0%






365






0.0%








Standard potash – Southeast Asia






CFR spot




($ per tonne)






373






292






27.7%






370






0.8%








Potash imports






 






 






 






 






 






 








To Brazil






million tonnes






2.5






2.9






(13.8)%






4.0






(37.5)%








To China






million tonnes






4.0






3.4






17.6%






2.4






66.7%








To India






million tonnes






1.0






1.2






(16.7)%






0.9






11.1%













 



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







 


 


Potash – Production and Sales




Thousands of tonnes






10-12/2025






10-12/2024






1-12/2025






1-12/2024








Production






1,222






1,178






4,377






4,502








Total sales (including internal sales)






1,200






1,259






4,320






4,556








Closing inventory






286






229






286






229











 


Fourth quarter 2025



Production – Production was 44 thousand tonnes higher year-over-year, mainly due to a planned production shutdown at our Spanish plant in Q4 2024 that reduced production in that period.



Sales - The quantity of potash sold decreased by 59 thousand tonnes year-over-year due to adverse weather conditions toward year-end that disrupted loading operations at Ashdod Port and led to lower sales volumes mainly in the US and Europe.



Full year 2025



Production – Production was 125 thousand tonnes lower year-over-year, mainly due to operational challenges.



Sales – The quantity of potash sold was 236 thousand tonnes lower year-over-year, mainly due to lower production in the first half of the year and adverse weather conditions toward year-end that disrupted loading operations at Ashdod Port, leading to reduced sales volumes primarily in the US and South America.



Results analysis for the period October – December 2025




 






Sales






Expenses






Operating income








 






$ millions








Q4 2024 figures






422






(353)






69








Quantity






(11)






1






(10)








Price






55






-






55








Exchange rates






7






(13)






(6)








Raw materials






-






2






2








Energy






-






(6)






(6)








Transportation






-






(1)






(1)








Operating and other expenses






-






(17)






(17)








Q4 2025 figures






473






(387)






86








Quantity – The negative impact on operating income was primarily due to lower potash sales volumes in the US and Europe, as well as decreased sales volumes of magnesium. This was partially offset by higher potash sales volumes in China, India and Brazil.



Price – The positive impact on operating income was primarily driven by a $63 year-over-year increase in the potash price (CIF) per tonne.



Exchange rates – The unfavorable impact on operating income was mainly due to higher operational costs resulting from the appreciation of the average exchange rate of the euro and the Israeli shekel against the US dollar, which outweighed their positive impact on sales.



Energy – The negative impact on operating income was primarily driven by higher water fees and electricity prices.



Operating and other expenses – The negative impact on operating income was primarily related to higher maintenance and operational costs, as well as higher royalty payments.



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.

Results of operations and key indicators



 






10-12/2025 (1)






10-12/2024






1-12/2025 (2)






1-12/2024








 






$ millions






$ millions






$ millions






$ millions








Segment Sales






518






507






2,333






2,215








Sales to external customers






471






475






2,156






2,049








Sales to internal customers






47






32






177






166








Segment Operating Income






76






81






342






358








Depreciation and amortization






45






51






186






191








Segment EBITDA






121






132






528






549








Capital expenditures






94






147






336






340









(1)






For Q4 2025, Phosphate Specialties accounted for $ 324 million of segment sales, $ 41 million of operating income, $ 12 million of D&A and $ 53 million of EBITDA, while Phosphate Commodities accounted for $ 194 million of segment sales, $ 35 million of operating income, $ 33 million of D&A and represented $ 68 million of EBITDA.








(2)






For 2025, Phosphate Specialties accounted for $1,332 million of segment sales, $157 million of operating income, $49 million of D&A and $206 million of EBITDA, while Phosphate Commodities accounted for $1,001 million of segment sales, $185 million of operating income, $137 million of D&A and $322 million of EBITDA.








 


Significant highlights for the fourth quarter



Commodity phosphate prices declined in Q4 2025, driven by seasonal slowdowns, high input costs, and mounting affordability concerns that triggered significant regional market shifts.


In China, the phosphate export window closed in October 2025. Weak demand and poor sentiment pushed DAP FOB prices down $88/mt from September to December, while a severe sulphur shortage raised production costs, lifting domestic DAP prices by ~$32/mt (RMB225/mt) and leading to tighter, longer export restrictions for 2026.



In the US, DAP FOB NOLA fell $209/mt from an August 2025 peak of $887/mt, mainly in Q4, driven by weak demand, affordability concerns, and sector uncertainty. Through September, DAP and MAP imports were down 41% year-over-year and 31% below the five-year average, with market dynamics further shaped by a Senate investigation and the removal of most fertilizer tariffs in November.



In Brazil, Q4 phosphate prices softened, with MAP CFR falling from $760/mt in July to $630/mt by December 2025, as high prices and weak affordability weighed on consumption. Through November, DAP and MAP imports were well below the five-year average, partially offset by rising TSP and SSP imports as buyers sought cheaper alternatives.






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



Sulphur FOB Middle East ended the fourth quarter at $515/mt, up $188/mt quarter-over-quarter. This increase was driven by strong demand from the metals sector in Southeast Asia and the phosphate sector in China, and by tight availability, particularly from Russia and other countries in the former Soviet Union.



The broader functional food ingredients market—valued at approximately $35 billion—is demonstrating strong growth, with a CAGR of 5% to 6%, fueled by global mega trends such as food security, health & lifestyle and dietary shifts towards protein enrichment.



The industrial segment is being reshaped by the global energy transition, specifically the growth of Lithium Iron Phosphate (LFP) batteries, which is accelerating demand of purified phosphoric acid. This trend is most pronounced in China, which remains the global epicenter for LFP cathode production.



White phosphoric acid (WPA): Sales increased year-over-year, driven mainly by higher volumes and prices, particularly in Asia. Sales of food grade white phosphoric acid (WPA FG) slightly decreased year-over-year, due to a shift in Chinese volumes toward products used in batteries.



Sales of battery materials in China increased year-over-year, driven by higher volumes and prices and as the Company expanded its business in response to increased industry demand.
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.




Industrial salts: Sales increased slightly year-over-year, driven by higher prices in Europe.



Food specialties: Sales slightly increased versus the previous year and reflected growing volumes in North America and Asia, as part of the Company’s regional expansion strategy.
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.



Additional segment information


Global Phosphate Commodities market - average prices per tonne:




 






 






10-12/2025






10-12/2024






VS Q4 2024






7-9/2025






VS Q3 2025








DAP






CFR India Bulk Spot






721






637






13%






807






(11)%








TSP






CFR Brazil Bulk Spot






558






500






12%






603






(7)%








SSP






CPT Brazil inland 18-20% P2O5 Bulk Spot






287






270






6%






303






(5)%








Sulphur






Bulk FOB Adnoc monthly Bulk contract






394






139






183%






271






45%













 



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







 


Results analysis for the period October – December 2025




 






Sales






Expenses






Operating income








 






$ millions








Q4 2024 figures






507






(426)






81








Quantity






(21)






16






(5)








Price






23






-






23








Exchange rates






9






(13)






(4)








Raw materials






-






(36)






(36)








Energy






-






1






1








Transportation






-






(1)






(1)








Operating and other expenses






-






17






17








Q4 2025 figures






518






(442)






76








Quantity – The negative impact on operating income was primarily due to lower sales volumes of phosphate fertilizers, partially offset by higher sales volumes of white phosphoric acid (WPA), phosphate-based food additives, and of MAP used as a raw material for energy storage solutions.



Price – The positive impact on operating income was primarily due to higher selling prices of phosphate fertilizers and salts, partially offset by lower selling prices of phosphate-based food additives.



Exchange rates - The unfavorable impact on operating income was mainly due to higher operational costs resulting from the appreciation of the average exchange rate of the euro, Chinese yuan and the Israeli shekel against the US dollar, partially offset by higher sales driven primarily by stronger euro and yuan.



Raw materials – The negative impact on operating income was primarily due to higher sulphur costs.



Operating and other expenses – The positive impact on operating income was primarily related to lower operational expenses.



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.


Results of operations and key indicators




 






10-12/2025






10-12/2024






1-12/2025






1-12/2024








 






$ millions






$ millions






$ millions






$ millions








Segment Sales






467






439






2,063






1,950








Sales to external customers






465






435






2,048






1,932








Sales to internal customers






2






4






15






18








Segment Operating Income






41






31






135






128








Depreciation and amortization






19






20






78






74








Segment EBITDA






60






51






213






202








Capital expenditures






41






44






95






98











 






 


Significant highlights for the fourth quarter


Regional highlights:



Brazil: Sales increased year-over-year, mainly due to higher prices and exchange rate fluctuations, resulting in strong gross profit.



Europe: Sales increased year-over-year, as higher selling prices and exchange rate fluctuations offset lower sales volumes. Improved pricing and products mix partially offset higher raw materials costs and drove higher gross profit.



North America: Sales decreased year-over-year due to lower volumes, while improved pricing and product mix supported higher gross profit.



Asia: Sales increased year-over-year mainly due to higher volumes, while elevated raw material costs pressured gross profit.



Product highlights:



Specialty Agriculture (SA): Sales increased year-over-year, due to higher prices mainly for CRF, micronutrients and biostimulants in Brazil, as well as favorable exchange rate fluctuations for the Brazilian real and euro. This was partially offset by lower sales volumes, mainly in Brazil and Europe.



Turf and Ornamental (T&O): Sales increased year-over-year, driven by higher sales volumes mainly CRF in Europe, as well as favorable exchange rate fluctuations of the euro.



FertilizerpluS: Sales increased year-over-year, due to higher prices, mainly PK plus and potash pluS in Europe, together with favorable euro exchange rate movements.



Results analysis for the period October – December 2025




 






Sales






Expenses






Operating income








 






$ millions








Q4 2024 figures






439






(408)






31








Quantity






(9)






9






-








Price






10






-






10








Exchange rates






27






(25)






2








Raw materials






-






(14)






(14)








Energy






-






3






3








Transportation






-






1






1








Operating and other expenses






-






8






8








Q4 2025 figures






467






(426)






41








Quantity – The impact on operating income was neutral, mainly as lower sales volumes of FertilizerpluS products offset higher sales volumes of turf and ornamental products.



Price – The positive impact on operating income was due to higher selling prices of specialty agriculture and FertilizerpluS products. This impact was partially offset by lower prices of turf and ornamental products.



Exchange rates – The favorable impact on operating income was mainly due to higher sales resulting from the appreciation of the Brazilian real and euro against the US dollar, which outweighed their negative impact on operational costs.



Raw materials – The negative impact on operating income was primarily related to higher costs of sulphur, commodity fertilizers, and nitrogen.



Operating and other expenses – The positive impact on operating income was primarily related to lower operational costs.



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.


Subsequent to date of the report, in January 2026, the Company repaid a $46 million private placement bond, as scheduled.


Credit facilities


Sustainability-linked Revolving Credit Facility (RCF)


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


Securitization


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


Fitch Ratings


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.


S&P Ratings


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.


Financial covenants


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.


(1a) 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. We undertake 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 consolidated adjusted EBITDA and for its Potash business the company provides sales volumes guidance. The Company believes this information provides greater transparency, as the price of potash has stabilized over the past few years and consolidated adjusted EBITDA is now a more relevant metric for investors to evaluate the company’s performance and compare its financial results between periods.


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.


Adjustments to Reported Operating and Net income (non-GAAP)




 






10-12/2025






10-12/2024






1-12/2025






1-12/2024








 






$ millions






$ millions






$ millions






$ millions








Operating income (loss)






(16)






147






580






775








Charges related to the security situation in Israel (1)






18






17






54






57








Impairment and write-off of assets and provision for site closure (2)






122






20






131






35








Provision for early retirement (3)






19






4






28






4








Legal proceedings (4)






80






2






80






2








Total adjustments to operating income






239






43






293






98








Adjusted operating income






223






190






873






873








Net income (loss) attributable to the shareholders of the Company






(73)






70






226






407








Total adjustments to operating income






239






43






293






98








Total tax adjustments (5)






(45)






(9)






(54)






(21)








Total adjusted net income - shareholders of the Company






121






104






465






484









(1)






For 2025 and 2024, reflects charges relating to the security situation in Israel.








(2)






For 2025, reflects mainly asset write-offs resulting from the closure of LFP projects, impairment of assets in the Company’s UK operation, and a small R&D activity in Israel, following the implementation of the Company’s strategy, including efficiency and cost-reduction programs. It also includes asset write-offs related to a fire at Ashdod Port and two portfolio companies due to failed business continuity and funding. For 2024, reflects mainly a write-off of assets resulting from the closure of small sites in Israel and Turkey.








(3)






For 2025 and 2024, reflects provisions for early retirement due to restructuring at certain sites, as part of the Company’s global efficiency plan.








(4)






For 2025, reflects a provision for prior years following a Supreme Court ruling regarding water extraction fees in the Dead Sea concession area. For 2024, reflects reimbursement of arbitration costs associated with the Ethiopian potash project. 








(5)






For 2025 and 2024, reflects the tax impact of adjustments made to operating income. 








 



 


Consolidated adjusted EBITDA and diluted adjusted Earnings Per Share for the periods of activity


Calculation of adjusted EBITDA was made as follows:




 






10-12/2025






10-12/2024






1-12/2025






1-12/2024








 






$ millions






$ millions






$ millions






$ millions








Net income (loss)






(63)






81






280






464








Financing expenses, net






45






33






139






140








Taxes on income






2






33






161






172








Less: Share in earnings of equity-accounted investees






-






-






-






(1)








Operating income (loss)






(16)






147






580






775








Depreciation and amortization






157






157






615






596








Adjustments (1)






239






43






293






98








Total adjusted EBITDA






380






347






1,488






1,469









(1)






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








 



 


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




 






10-12/2025






10-12/2024






1-12/2025






1-12/2024








 






$ millions






$ millions






$ millions






$ millions








Net income (loss) attributable to the Company's shareholders






(73)






70






226






407








Adjustments (1)






239






43






293






98








Total tax adjustments






(45)






(9)






(54)






(21)








Adjusted net income - shareholders of the Company






121






104






465






484








Weighted-average number of diluted ordinary shares outstanding (in thousands)






1,290,669






1,290,330






1,291,395






1,290,039








Diluted adjusted earnings per share (in dollars) (2)






0.09






0.08






0.36






0.38









(1)






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








(2)






The diluted adjusted earnings per share is calculated by dividing the adjusted net income-shareholders of the Company by the weighted-average number of diluted ordinary shares outstanding (in thousands).








 



 


Consolidated Results Analysis


Results analysis for the period October – December 2025




 






Sales






Expenses






Operating income








 






$ millions








Q4 2024 figures






1,601






(1,454)






147








Total adjustments Q4 2024*






-






43






43








Adjusted Q4 2024 figures






1,601






(1,411)






190








Quantity






(49)






36






(13)








Price






98






-






98








Exchange rates






51






(72)






(21)








Raw materials






-






(39)






(39)








Energy






-






(3)






(3)








Transportation






-






3






3








Operating and other expenses






-






8






8








Adjusted Q4 2025 figures






1,701






(1,478)






223








Total adjustments Q4 2025*






-






(239)






(239)








Q4 2025 figures






1,701






(1,717)






(16)









*






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








Quantity – The negative impact on operating income was due to lower sales volumes of potash, magnesium, phosphate fertilizers and FertilizerpluS products. This was partially offset by higher sales volumes of white phosphoric acid (WPA) and food specialties.



Price – The positive impact on operating income was primarily related to an increase of $63 in the potash price (CIF) per tonne, as well as higher selling prices for bromine-based industrial solutions, bromine-based flame retardants, phosphate fertilizers, specialty agriculture products and FertilizerpluS products. This was partially offset by lower selling prices for food specialties.



Exchange rates – The unfavorable impact on operating income was mainly due to higher operational costs resulting from the appreciation of the average exchange rate of the euro, the Israeli shekel and the Brazilian real against the US dollar, which outweighed the positive impact on sales from the appreciation of the average exchange rate of the euro and the Brazilian real against the US dollar.



Raw materials – The negative impact on operating income was due to higher costs of sulphur, commodity fertilizers and nitrogen. This was partially offset by lower costs of ammonia.



Operating and other expenses – The positive impact on operating income was primarily related to lower operational costs.



Security situation in Israel


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.


Forward-looking Statements


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:


Condensed Consolidated Statements of Financial Position as of (Unaudited)




 






December 31,




2025






December 31,




2024








 






$ millions






$ millions








Current assets






 






 








Cash and cash equivalents






291






327








Short-term investments and deposits






205






115








Trade receivables






1,365






1,260








Inventories






1,934






1,626








Prepaid expenses and other receivables






369






258








Total current assets






4,164






3,586








 






 






 








Non-current assets






 






 








Deferred tax assets






180






143








Property, plant and equipment






6,785






6,462








Intangible assets






955






869








Other non-current assets






329






261








Total non-current assets






8,249






7,735








 






 






 








Total assets






12,413






11,321








 






 






 








Current liabilities






 






 








Short-term debt






876






384








Trade payables






1,157






1,002








Provisions






58






63








Other payables






1,040






867








Total current liabilities






3,131






2,316








 






 






 








Non-current liabilities






 






 








Long-term debt and debentures






1,880






1,909








Deferred tax liabilities






502






481








Long-term employee liabilities






390






331








Long-term provisions and accruals






231






242








Other






36






55








Total non-current liabilities






3,039






3,018








 






 






 








Total liabilities






6,170






5,334








 






 






 








Equity






 






 








Total shareholders’ equity






5,983






5,724








Non-controlling interests






260






263








Total equity






6,243






5,987








 






 






 








Total liabilities and equity






12,413






11,321









 




 




 


Condensed Consolidated Statements of Income (Unaudited)


(In millions except per share data)




 






For the three-month




period ended




December 31






For the year ended




December 31








 






2025






2024






2025






2024








 






$ millions






$ millions






$ millions






$ millions








Sales






1,701






1,601






7,153






6,841








Cost of sales






1,233






1,066






4,967






4,585








 






 






 






 






 








Gross profit






468






535






2,186






2,256








 






 






 






 






 








Selling, transport and marketing expenses






286






281






1,114






1,114








General and administrative expenses






73






68






299






259








Research and development expenses






17






19






70






69








Other expenses






131






33






161






60








Other income






(23)






(13)






(38)






(21)








 






 






 






 






 








Operating income (loss)






(16)






147






580






775








 






 






 






 






 








Finance expenses






93






71






298






181








Finance income






(48)






(38)






(159)






(41)








Finance expenses, net






45






33






139






140








 






 






 






 






 








Share in earnings of equity-accounted investees






-






-






-






1








 






 






 






 






 








Income (loss) before taxes on income






(61)






114






441






636








 






 






 






 






 








Taxes on income






2






33






161






172








 






 






 






 






 








Net income (loss)






(63)






81






280






464








 






 






 






 






 








Net income attributable to non-controlling interests






10






11






54






57








 






 






 






 






 








Net income (loss) attributable to shareholders of the Company






(73)






70






226






407








 






 






 






 






 








Earnings per share attributable to shareholders of the Company:






 






 






 






 








 






 






 






 






 








Basic earnings per share (in dollars)






(0.06)






0.06






0.18






0.32








 






 






 






 






 








Diluted earnings per share (in dollars)






(0.06)






0.06






0.18






0.32








 






 






 






 






 








Weighted-average number of ordinary shares outstanding:






 






 






 






 








 






 






 






 






 








Basic (in thousands)






1,290,669






1,290,260






1,290,580






1,289,968








 






 






 






 






 








Diluted (in thousands)






1,290,669






1,290,330






1,291,395






1,290,039











 






 






 


Condensed Consolidated Statements of Cash Flows (Unaudited)




 






For the three-month




period ended






For the year ended








 






December 31, 2025






December 31, 2024






December 31, 2025






December 31, 2024








 






$ millions






$ millions






$ millions






$ millions








Cash flows from operating activities






 






 






 






 








Net income (loss)






(63)






81






280






464








Adjustments for:






 






 






 






 








Depreciation and amortization






157






157






615






596








Fixed assets impairment






111






7






111






14








Exchange rate, interest and derivative, net






27






47






59






152








Tax expenses






2






33






161






172








Change in provisions






31






3






26






(50)








Other






4






7






18






13








 






332






254






990






897








 






 






 






 






 








Change in inventories






(145)






(102)






(210)






(7)








Change in trade receivables






45






68






(11)






26








Change in trade payables






110






87






100






104








Change in other receivables






1






66






(22)






39








Change in other payables






71






39






80






43








Net change in operating assets and liabilities






82






158






(63)






205








 






 






 






 






 








Income taxes paid, net of refund






(37)






(41)






(151)






(98)








 






 






 






 






 








Net cash provided by operating activities






314






452






1,056






1,468








 






 






 






 






 








Cash flows from investing activities






 






 






 






 








Proceeds (payments) from deposits, net






(82)






(5)






(86)






56








Purchases of property, plant and equipment and intangible assets






(252)






(267)






(824)






(713)








Proceeds (payments) from divestiture of assets and businesses, net of transaction expenses






(3)






-






1






19








Proceeds (payments) from settlement of derivatives, net






1






-






(9)






-








Interest received






3






3






15






17








Business combinations






-






(2)






(12)






(74)








Other






-






1






-






1








Net cash used in investing activities






(333)






(270)






(915)






(694)








 






 






 






 






 








Cash flows from financing activities






 






 






 






 








Dividends paid to the Company's shareholders






(62)






(68)






(224)






(251)








Receipts of long-term debt






152






278






1,666






889








Repayments of long-term debt






(183)






(383)






(1,599)






(1,302)








Receipts (repayments) of short-term debt, net






92






(8)






146






(1)








Interest paid






(43)






(43)






(117)






(122)








Payments from transactions in derivatives






(1)






(3)






(3)






(2)








Dividend paid to the non-controlling interests






-






-






(64)






(57)








Net cash used in financing activities






(45)






(227)






(195)






(846)








 






 






 






 






 








Net change in cash and cash equivalents






(64)






(45)






(54)






(72)








Cash and cash equivalents as of the beginning of the period






356






393






327






420








Net effect of currency translation on cash and cash equivalents






(1)






(21)






18






(21)








Cash and cash equivalents as of the end of the period






291






327






291






327











 






 






 


Operating segment data





Industrial




Products






Potash






Phosphate




Solutions






Growing




Solutions






Other




Activities






Reconciliations






Consolidated 









$ millions








For the three-month period ended December 31, 2025






 






 






 






 






 






 






 








 






 






 






 






 






 






 






 








Sales to external parties






294






427






471






465






44






-






1,701








Inter-segment sales






2






46






47






2






1






(98)






-








Total sales






296






473






518






467






45






(98)






1,701








 






 






 






 






 






 






 






 








Cost of sales






195






310






360






333






46






(11)






1,233








Segment operating income (loss)






52






86






76






41






(8)






(24)






223








Other expenses not allocated to the segments






 






 






 






 






 






 






(239)








Operating income (loss)






 






 






 






 






 






 






(16)








 






 






 






 






 






 






 






 








Financing expenses, net






 






 






 






 






 






 






(45)








 






 






 






 






 






 






 






 








Income (loss) before income taxes






 






 






 






 






 






 






(61)








 






 






 






 






 






 






 






 








Depreciation, amortization and impairment






16






64






45






19






5






119






268








Capital expenditures






28






124






94






41






6






17






310








 






 






 






 






 






 






 






 














 









 









 


Operating segment data (cont'd)





Industrial




Products






Potash






Phosphate




Solutions






Growing




Solutions






Other




Activities






Reconciliations






Consolidated 









$ millions








For the three-month period ended December 31, 2024






 






 






 






 






 






 






 








 






 






 






 






 






 






 






 








Sales to external parties






275






373






475






435






43






-






1,601








Inter-segment sales






5






49






32






4






-






(90)






-








Total sales






280






422






507






439






43






(90)






1,601








 






 






 






 






 






 






 






 








Cost of sales






177






260






344






313






44






(72)






1,066








Segment operating income (loss)






55






69






81






31






(8)






(38)






190








Other expenses not allocated to the segments






 






 






 






 






 






 






(43)








Operating income






 






 






 






 






 






 






147








 






 






 






 






 






 






 






 








Financing expenses, net






 






 






 






 






 






 






(33)








 






 






 






 






 






 






 






 








Income before income taxes






 






 






 






 






 






 






114








 






 






 






 






 






 






 






 








Depreciation, amortization and impairment






15






61






51






20






4






13






164








Capital expenditures






38






116






147






44






3






12






360








Capital expenditures as part of business combination






-






-






-






4






-






-






4














 









 









 


Information based on geographical location


The following table presents the distribution of the operating segments sales by geographical location of the customer:




 






10-12/2025






10-12/2024








 






$




millions






% of




sales






$




millions






% of




sales








China






337






20






274






17








Brazil






315






19






276






17








USA






281






17






280






17








Israel






82






5






69






4








India






80






5






64






4








Spain






77






5






73






5








United Kingdom






70






4






58






4








Germany






61






4






65






4








France






57






3






48






3








Austria






35






2






32






2








All other






306






16






362






23








Total






1,701






100






1,601






100











 






 


 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260217956054/en/
Investor and Press Contact – Global

Peggy Reilly Tharp

VP, Global Investor Relations

+1-314-983-7665

Peggy.ReillyTharp@icl-group.com


Investor and Press Contact - Israel

Adi Bajayo

VP, ICL Spokesperson and Israel IR

+972-3-6844459

Adi.Bajayo@icl-group.com


Original: ICL Reports Fourth Quarter and Full Year 2025 Results