6-K 1 zk2533978.htm 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-13742
ICL GROUP LTD.
(Exact name of registrant as specified in its charter)
ICL Group Ltd.
Millennium Tower
23 Aranha Street
P.O. Box 20245
Tel Aviv, 61202 Israel
(972-3) 684-4400
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐

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 and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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(Filing Number: 2025-02-070730) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

ICL GROUP LTD.

| 1. | Q3 2025 Investor Presentation

2025 Third Quarter Financial Results Elad Aharonson | President and CEO November 12, 2025

Important legal notes Disclaimer and safe harbor for forward-looking statements This presentation contains statements that constitute “forward‑looking statements,” many of which can be identified by the use of forward‑looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate,” “strive,” “forecast,” “targets” and “potential,” among others. The company is relying on the safe harbor provided in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in making such forward-looking statements. Forward‑looking statements appear in a number of places in this announcement and include, but are not limited to, statements regarding the company intent, belief or current expectations. Forward‑looking statements are based on the company management’s beliefs and assumptions and on information currently available to the company 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: our ability to implement the strategic changes we are outlining in this presentations; 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 in 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 seaport shipping facilities or regulatory restrictions affecting the company ability to export the company 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 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 businesses; changes in demand for the company 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 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 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 U.S. 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 presentation for the third quarter of 2025 (the Quarterly Report) should be read in conjunction with the Annual Report of 2024 as of and for the year ended December 31, 2024, published by the company on Form 20-F and the published reports for the first and second quarters of 2025 (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 U.S. SEC. 2

Financial performance | 3Q’25 3 (1) Adjusted EBITDA, specialties-driven EBITDA, and adjusted diluted EPS are non-GAAP financial measures; see reconciliation tables in appendix. (2) Specialties-driven sales and EBITDA includes Industrial Products, Phosphate Solutions and Growing Solutions; see appendix for additional details. $0.10adjusted diluted EPS(1) $398Madjusted EBITDA(1) $1.9Btotal sales $308Moperating cash flow Highlights Sales up 6% YoY, with specialties-driven sales up 3% Adjusted EBITDA(1) up 4% YoY Trends in-line with expectations Overall prices continued to increase End-markets and regional performance remained varied $251Mspecialties-driven EBITDA(1,2) $1.5Bspecialties-driven sales(2)

Key developments Remained a leader in global bromine market, as EBITDA improved on higher prices Trends stable and consistent with 1H’25 Bromine prices continued to improve Flame retardant performance mixed, with growth in phosphorous-based solutions Clear brine fluid business remained solid Strong specialty minerals results, with growth in food Overall end-markets mixed, as construction softness continued Note: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. 4 Industrial Products | 3Q’25 US$M EBITDA US$M Sales 23% 21%

5 Potash | 3Q’25 Key developments Average potash CIF price per ton of $353 vs. $333 in 2Q’25 and $297 in 3Q’24 Sales and EBITDA up both sequentially and annually Dead Sea and Iberia both delivered higher production QoQ Continued to prioritize best markets, whenever possible Inventories in China still low Potash affordability remains attractive Note: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. US$M EBITDA US$M Sales 37% 31%

Financial and regulatory clarityProvides certainty about value and timing of assets’ consideration We believe we are best positioned to secure the new concession, with clear advantages over any potential competitor. Concession terms may improve with new tender processOpen tender likely to result in fairer and more attractive concession terms Reducing business risksAvoiding lengthy legal disputes enables stability and financial certainty Business continuityEnables full management focus on strategic execution and long-term growth Dead Sea Concession MOU with Israeli Government 6

Results in-line with expectations Sales increased on higher specialty volumes and commodity prices Profit impacted by higher sulfur costs Specialties profitability as expected, with excess supply Food specialties sales delivered strongest quarter in two years, with continued strategy execution YPH China benefitted from higher prices, volumes and demand for battery materials Overall specialties performance mixed on regional basis North and South America and China stable, while Europe softer Notes: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. For 3Q’25, Phosphate Specialties comprised $348M of segment sales, $38M of OI, $13M of D&A and represented $51M of EBITDA, while Phosphate Commodities comprised $257M of segment sales, $47M of OI, $36M of D&A and represented $83M of EBITDA. 7 Phosphate Solutions | 3Q’25 Key developments US$M EBITDA US$M Sales 22% 24%

Note: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. 8 Growing Solutions | 3Q’25 Key developments Continued regional focus on global specialty solutions helped drive sales higher YoY North America: growth plan continued to advance, with increased sales on higher volumes Europe: benefitted from successful mix strategy focused on more profitable specialty agriculture products Asia: profit impacted by higher raw material costs Brazil: market under pressure Globally: farmer affordability continued to decline US$M EBITDA US$M Sales 9% 12%

Third Quarter 2025 Financial Results Aviram Lahav CFO

Inflation Interest Rates Notes: See appendix for additional details. Global Industrial Production U.S. Housing Starts Macro Grain Price Index Farmer Sentiment Commodity Fertilizer Prices Supramax Timecharter Average Price Fertilizer Chinese Bromine Price Trend U.S. Durable Goods Leading Indicator of Remodeling Activity U.S. Retail Trade and Food Services Other Key indicators | QoQ average change 10 =

11 Sales bridge Third quarter | 2025 Notes: Numbers rounded to closest million; Other includes intercompany eliminations. Sales by segment US$M Sales US$M IP Potash PS GS

12 Profit bridge Third quarter | 2025 Adjusted EBITDA(1) by segment US$M Adjusted EBITDA(1) US$M (1) Adjusted EBITDA is a non-GAAP financial measure; please see reconciliation tables in appendix.Notes: Numbers rounded to closest million; Other includes intercompany eliminations. IP Potash PS GS

13 Financial highlights Notes: Available cash resources, as of 9.30.25, and comprised of cash and deposits, unutilized revolving credit facility, and unutilized securitization. Net debt to adjusted EBITDA, as of 9.30.25, is a non-GAAP financial measure; see appendix for additional details. Dividend yield, as of 9.30.25, shown on TTM basis and calculated by summing dividends paid per share for past four quarters, divided by price per share on final trading day of quarter. Cash resources $1.5B available Net debt to adjusted EBITDA 1.4X Shareholder return Quarterly dividend of $62MAnnual yield of 2.8% Cash flowOperating cash flow of ~$308M

Guidance and Outlook Full Year 2025

15 Specialties-driven EBITDA(1) of $0.95B to $1.15B Potash sales volumes to between 4.3M mt and 4.5M mt Annual tax rate of ~30% Full year 2025 Maintaining guidance Note: As of 11.12.25. (1) Specialties-driven EBITDA includes Industrial Products, Phosphate Solutions and Growing Solutions and is a non-GAAP measure; please see appendix for additional details. Tax rate shown on an adjusted basis.

Writing ICL’s Next Chapter Strategy Highlights

ICL Uniquely Positioned to Address Leading Global Mega Trends Food Availability Access to Minerals Deglobalizaition 17

ICL Uniquely Positioned to Address Leading Global Mega Trends Sales by End Market 2024 Crop Nutrition Food & Pharma Flame Retardants Others 58% 14% Sales by Mineral 2024 Sales by Region 2024 Production Sites by Region Potash Phosphate Bromine Others Europe Brazil US Israel China RoW Europe Brazil US China Others 2024 18

Building ICL’s Growth Strategy Process to Identify ICL’s Growth Engines and Key Priorities New Significant Growth Engines Current ICL Business Lines Analysis included Market momentum Alignment with global trends Competitive position Analysis included Market attractiveness Strategic fit to ICL Potential leadership position 19

Focus resources on core and evaluate non-synergistic and low potential businesses 20 Key Takeaways from Outside-In Strategic Analysis We are playing in the right places and have significant growth potential within our core Some businesses already market leaders, limiting growth potential Sustain cost/market leadership, while focusing on profitability 20

Optimization & Efficiency AI & Innovation as Key Enablers Profitable Growth Maximize potash and phosphate value chains Maintain market leadership in bromine market Portfolio optimization Optimizing cost structure Specialty Crop Nutrition Specialty Food Solutions Maximizing Core Note: Specialty crop nutrition is part of the Growing Solutions division; Specialty food solutions is part of food specialties under the Phosphate Solutions division. 21

Profitable GrowthEngines

ICL Defined Two Strategic Growth Engines Specialty Crop Nutrition Specialty Food Solutions 23

Sales ~$2,000M EBITDA >3X Growth Sales ~$1,000M 2020 2024 ICL Currently the Global Specialty Crop Nutrition Market Leader ~$200M EBITDA ~$60M Note: 2020 numbers include the Innovative Ag Solutions division and Boulby and Amfert results, which today comprise the Growing Solutions segment; 2024 numbers include the entire Growing Solutions segment. See appendix for more details. 24

Fertilizers Play Critical Role in Feeding the World Sources: FAO, WORLD BANK % Change in the Use of Agricultural Land % Change in Grains Production % Change in Fertilizer Production % Change in Population Size Without Fertilizers Half of the world’s will face hunger 25 Grain output doubled over past 40 years using same amount of land

Sources: Grand View Research (2025), Fortune Business Insights (2025), Mordor Intelligence (2024), TechSci Research (2025), ICL analysis. Specialty Crop Nutrition Market (US$B) CAGR 6% Specialty Crop Nutrition Market – Attractive Market with 6% CAGR 26

Strategic acquisitions (Brazil, NA and EU) ICL’s Specialty Crop Nutrition Path to Global Dominance Innovative portfolio Mainly in biostimulants, nutrient use efficiency and organics Change in portfolio mix to more profitable product categories Organic growth mainly in high growth markets such as Brazil, China and India 27 Global Direction, Local Empowerment, Strategic Acquisitions

Specialty Food Solutions

The food ingredients market $152B, CAGR of 6%+ TAM Source: Technavio Report, Markets and Markets, Mordor Intelligence, IMARC Group, Statista, Data IMTELO, Deloitte analysis, expert interviews, ICL internal analysis. Our $35B Functional Ingredients Opportunity Our respective functional ingredients market $35B, CAGR of 5% to 6% SAM 30% Phosphate based solutions $1.5B, CAGR of ~1.5% to 3% Texturants 16.0 Market size 2025 6.0% CAGR Acidulants 6.5 Market size 2025 5.1% CAGR Preservatives 3.2 Market size 2025 4.5% CAGR Leavening agents 9.0 Market size 2025 7.0% CAGR 35 37 38 42 44 46 ~6% 29

ICL is Well-Positioned to Capture this $35B Functional Food Ingredients Market We have all the capabilities to win in the broader functional ingredients market Max Min [100 to 200[ [0 to 100[ [300 to 400[ [200 to 300[ 400+ 400+ 400+ 400+ 400+ 400+ NA 48% of sales LATAM(mainly Brazil) 15% of sales EU 26% of sales APAC 11% of sales Applications/R&D center Sales office Leadership position Extended footprint Strong Presence in KeyGeographies >$500M SALES 30

ICL is Well-Positioned to Capture this $35B Functional Food Ingredients Market We have all the capabilities to win in the broader functional ingredients market Strong Presence in Key Geographies Loyal Customer Base 31

ICL is Well-Positioned to Capture this $35B Functional Food Ingredients Market We have all the capabilities to win in the broader functional ingredients market Strong Presence in Key Geographies Loyal Customer Base Food-grade R&D labs Professional G2M Teams Expertise in Technical Functionalities 32

ICL’s Food Ingredients Strategy Focus on Specific Adjacent Segments Texturants Acidulants Preservatives Leavening agents Strategic Acquisitions to Expand Offering Portfolio Expansion and Geographic Expansion Organic Growth Through Bundled Solutions One-Stop Shop Solutions to F&B Companies 33

Maximizing Core

Potash – Production Acceleration and Securing the Next Dead Sea Concession Increase production to pre-war quantities at the Dead Sea Preparation to win new Dead Sea Concession in viable terms Increase production to all-time highs in Spain 35

x Industrial Products – Sustain Leadership Position in Bromine and Flame Retardants No.1 Bromine capacity Continue developing new bromine and flame retardant applications to leverage our position No.1 Bromine compounds site No.1 Bromine and phosphorus flame retardants No.1 Bromine Iso-tank fleet 36

Non-Food Phosphate Solutions – Maximize Our Market Position Growing Market (4% to 7% CAGR) with Strong Demand Sources: Research & Markets, Persistence Market Research, Lucintel, Mordor Intelligence , ICL analysis Cost advantage – Fully integrated chain Geographic advantage – Only Western manufacturer producing in China Product differentiation –Unique downstream capabilities 37

Optimization & Efficiency

Portfolio Optimization Focus on Our Core Markets and Assets Examine non-synergistic and low potential businesses, while shifting resources to initiatives consistent with our capital allocation priorities 39

LFP – Will Remain Raw Material Provider and Not Move Downstream Shifts in government policy and termination of U.S. DOE grant Lack of supportive regulations in Europe Regulatory uncertainty in China Change in customer sentiment toward local production Under these circumstances, we prefer to prioritize our selected growth engines High investments and costs versus low price levels - lack of business viability 40

Transforming ICL into an AI-driven organization SHARPER MARKET PREDICTIONS continuous, AI-driven forecasting that anticipates demand, margin shifts, and competitive moves. INSIGHT-DRIVEN DECISIONS decision engines that surface prioritized actions, risk signals, and scenario outcomes to leaders and frontline teams. R&D ACCELERATION AI-assisted discovery, simulation, and experiment prioritization that shortens time-to-market and increases hit rates. OPERATIONAL EFFICIENCY automated processes, optimized supply networks, and resource allocation that reduce cost and increase throughput. 41

Optimize Cost Structure – Lean, Efficient and Effective Organization Operations Management Maintenance Procurement Logistics & Supply Chains Product LineOptimization Labor Cost 42

Optimization & Efficiency AI & Innovation as Key Enablers Profitable Growth Maximize potash and phosphate value chains Maintain market leadership in bromine market Portfolio optimization Optimizing cost structure Specialty Crop Nutrition Specialty Food Solutions Maximizing Core 43 Note: Specialty crop nutrition is part of the Growing Solutions division; Specialty food solutions is part of food specialties under the Phosphate Solutions division.

ICL is moving beyond its legacy roots to lead the global drive for sustainable food availability – expanding our core to unlock sustainable profitable growth​ 44

Thank you Contact Peggy.ReillyTharp@icl-group.com for more information on ICL View our interactive data tool at https://investors.icl-group.com/interactive-data-tool/default.aspx

Appendix Third Quarter 2025

Sources: Inflation and interest rates – Bloomberg, as of 10.27.25. Global industrial production – CRU, as of September 2025. U.S. housing starts – Bloomberg, as of 10.27.25 47 Key market metrics | macro indicators Inflation Rate Global industrial production YoY change U.S. housing starts in thousands Interest rates Percentage

Key market metrics | fertilizer indicators Sources: Grain Price Index – CRU, as of 10.6.25. Farmer sentiment – Purdue/CME Ag Economy Barometer, as of 10.7.25. gMOP (US$/st) and phosphoric acid (US$/ton) – CRU, as of 10.6.25. Supramax – Hudson Shipping, as of 10.21.25 48 Commodity fertilizers US$ Supramax Timecharter Average US$/day Grain Price Index US¢/bushel Farmer sentimentIndex Relevant for Potash, Growing Solutions and Phosphate Commodities

Key market metrics | other indicators 49 Relevant for Industrial Products and Phosphate Specialties Sources: Chinese bromine prices – Bloomberg, as of 10.27.25. Leading Indicator of Remodeling Activity (LIRA) – Harvard Joint Center for Housing Studies, as of 10.16.25. U.S. durable goods (shown at quarter-end) from Real Personal Consumption Expenditures: Durable Goods – U.S. Bureau of Economic Analysis via Federal Reserve Bank of St. Louis, as of 10.27.25. U.S. retail trade and food sales (shown at quarter-end) from Advance Retail Sales: Retail Trade and Food Services – U.S. Census Bureau via Federal Reserve Bank of St. Louis, as of 10.27.25. Chinese bromine Price trend U.S. durable goods US$B U.S. retail trade and food services US$M Leading Indicator of Remodeling Activity US$B

Phosphate Solutions(1) US$M 3Q’24 3Q’25 Segment sales $577 $605 Segment operating income $100 $85 Segment operating margin 17% 14% Depreciation and amortization $40 $49 Segment EBITDA $140 $134 Segment EBITDA margin 24% 22% Calculation of segment EBITDA Third quarter 2025 Industrial Products US$M 3Q’24 3Q’25 Segment sales $309 $295 Segment operating income $50 $52 Segment operating margin 16% 18% Depreciation and amortization $15 $15 Segment EBITDA $65 $67 Segment EBITDA margin 21% 23% Potash US$M 3Q’24 3Q’25 Segment sales $389 $453 Segment operating income $59 $104 Segment operating margin 15% 23% Depreciation and amortization $61 $65 Segment EBITDA $120 $169 Segment EBITDA margin 31% 37% 50 Growing Solutions US$M 3Q’24 3Q’25 FY’24 FY’20 Segment sales $538 $561 $1,950 $1,033 Segment operating income $49 $31 $128 $17 Segment operating margin 9% 6% 7% 2% Depreciation and amortization $15 $19 $74 $45 Segment EBITDA $64 $50 $202 $62 Segment EBITDA margin 12% 9% 10% 6% (1) For 3Q’25, Phosphate Specialties comprised $348M of segment sales, $38M of OI, $13M of D&A and represented $51M of EBITDA, while Phosphate Commodities comprised $257M of segment sales, $47M of OI, $36M of D&A and represented $83M of EBITDA.

Segment results analysis Third quarter 2025 Segment Sales US$M Industrial Products Potash Phosphate Solutions(1) Growing Solutions 3Q’24 $309 $389 $577 $538 Quantity ($43) $8 ($11) ($26) Price $25 $51 $33 $32 Exchange rates $4 $5 $6 $17 3Q’25 $295 $453 $605 $561 Segment EBITDA US$M Industrial Products Potash Phosphate Solutions(1) Growing Solutions 3Q’24 $65 $120 $140 $64 Quantity ($11) - $4 ($10) Price $25 $51 $33 $32 Exchange rates ($4) ($9) ($3) $1 Raw materials $4 - ($46) ($37) Energy - $1 - $1 Transportation $2 $4 $1 ($2) Operating, other expenses ($14) $2 $5 $1 3Q’25 $67 $169 $134 $50 51 (1) For 3Q’25, Phosphate Specialties comprised $348M of segment sales, $38M of OI, $13M of D&A and represented $51M of EBITDA, while Phosphate Commodities comprised $257M of segment sales, $47M of OI, $36M of D&A and represented $83M of EBITDA.

Reconciliation tables Calculation of adjustments for third quarter 2025 Adjusted EBITDA US$M 3Q’24 3Q’25 Net income $127 $129 Financing expenses, net $39 $44 Taxes on income $49 $57 Less: Share in earnings of equity-accounted investees ($1) - Operating income $214 $230 Depreciation and amortization $140 $157 Adjustments(1) $29 $11 Adjusted EBITDA $383 $398 Free cash flowUS$M 3Q’24 3Q’25 Cash flow from operations $408 $308 Additions to PP&E, intangible assets and dividends from equity-accounted investees(2) ($158) ($179) Free cash flow $250 $129 Adjusted NI and diluted EPS US$M, ex. per share 3Q’24 3Q’25 Net income, attributable $113 $115 Adjustments(1) $29 $11 Total tax adjustments ($6) ($2) Adjusted net income, attributable $136 $124 Weighted-average number of diluted ordinary shares outstanding in millions 1,290 1,291 Adjusted diluted EPS $0.11 $0.10 Net debt to adjusted EBITDA(3) US$M 3Q’25 Net debt $1,925 Adjusted EBITDA $1,400 Net debt to adjusted EBITDA 1.4 (1) See adjustments to reported operating and net income (non-GAAP) in corresponding quarters’ earnings release. (2) Also includes proceeds from sale of property, plant & equipment (PP&E). (3) Calculated by dividing net debt, without securitization, by past four quarters adjusted EBITDA. Note: Numbers may not add, due to rounding & set-offs. 52

53 MOP industry cost curve Cash costs US$/t, including royalites, FOB load port Potash sources: Cost curve – data shown for 2025 and used with permission of CRU International Ltd. 2025, all rights reserved. Potash peers’ ASP from company reports, as of 11.6.25. Bromine sources: Bromine concentration – internal calculations; cost curve – Weizmann Institute of Science. Production Mt Leading positions In cost, quality and price Potash ASP US$ Bromine industry cost curve Relative production cost China & Japan ICL Jordan Arkansas, U.S. India kT 700 400 300 200 100 500 600 Djibouti Sea Water(China, Japan) Underground Wells (China) Salt Lake (India) Underground Wells (USA) Dead Sea(Israel, Jordan) 0.06 to 0.11 0.1 to 0.2 2.5 to 4.5 3.5 to 5.5 10.0 to 12.0 Bromine concentration g/L ICL DSW

Guidance and non-GAAP financial measures Guidance: The company only provides guidance on a non-GAAP basis. The company does not provide a reconciliation of forward-looking adjusted EBITDA (non-GAAP) to GAAP net income (loss), due to the inherent difficulty in forecasting, and quantifying certain amounts that are necessary for such reconciliation, in particular, because special items such as restructuring, litigation, and other matters, used to calculate projected net income (loss) vary dramatically based on actual events, the company is not able to forecast on a GAAP basis with reasonable certainty all deductions needed in order to provide a GAAP calculation of projected net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected GAAP net income (loss) being materially less than projected adjusted EBITDA (non-GAAP). The guidance speaks only as of the date hereof. The company undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law. The company provides guidance for specialties-driven EBITDA, which includes Industrial Products, Growing Solutions and Phosphate Solutions. For the Potash business, the company is providing sales volume guidance. Non-GAAP financial measures: The company discloses in this quarterly report non-IFRS financial measures titled adjusted operating income, adjusted net income attributable to the company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA. Management uses adjusted operating income, adjusted net income attributable to the company’s shareholders, diluted adjusted earnings per share, free cash flow and adjusted EBITDA to facilitate operating performance comparisons from period to period. The company calculates adjusted operating income by adjusting operating income to add certain items, as set forth in the reconciliation table under “Adjustments to reported operating, and net income (non-GAAP)” in the appendix. Certain of these items may recur. The company calculates adjusted net income attributable to the company’s shareholders by adjusting net income attributable to the company’s shareholders to add certain items, as set forth in the reconciliation table under “Adjustments to reported operating, and net income (non-GAAP)” in the appendix, excluding the total tax impact of such adjustments. The company calculates diluted adjusted earnings per share by dividing adjusted net income by the weighted-average number of diluted ordinary shares outstanding. Free cash flow is calculated as cash flow from operations less any additions to PP&E, intangible assets, and dividends from equity-accounted investees. Adjusted EBITDA is calculated as net income before financing expenses, net, taxes on income, share in earnings of equity-accounted investees, depreciation and amortization, and certain adjustments presented in the reconciliation table under “Consolidated adjusted EBITDA, and diluted adjusted earnings per share for the periods of activity” in the appendix, which were adjusted for in calculating the adjusted operating income. You should not view adjusted operating income, adjusted net income attributable to the company’s shareholders, diluted adjusted earnings per share or adjusted EBITDA as a substitute for operating income or net income attributable to the company’s shareholders determined in accordance with IFRS, and you should note that the company’s definitions of adjusted operating income, adjusted net income attributable to the company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA may differ from those used by other companies. Additionally, other companies may use other measures to evaluate their performance, which may reduce the usefulness of the company’s non-IFRS financial measures as tools for comparison. However, the company believes adjusted operating income, adjusted net income attributable to the company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA provide useful information to both management, and investors by excluding certain items that management believes are not indicative of ongoing operations. Management uses these non-IFRS measures to evaluate the company's business strategies and management performance. The company believes these non‑IFRS measures provide useful information to investors because they improve the comparability of financial results between periods and provide for greater transparency of key measures used to evaluate performance. The company presents a discussion in the period-to-period comparisons of the primary drivers of change in the company’s results of operations. This discussion is based in part on management’s best estimates of the impact of the main trends on the company’s businesses. The company has based the following discussion on its financial statements. You should read such discussion together with the company’s financial statements. 54

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

| ICL Group Ltd.
| By: | /s/ Aviram Lahav
|  | Name: | Aviram Lahav
|  | Title: | Chief Financial Officer

| ICL Group Ltd.
| By: | /s/ Aya Landman
|  | Name: | Aya Landman
|  | Title: | VP, Chief Compliance Officer & Corporate Secretary

Date: November 12, 2025