UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this shell company report
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For the transition period from to .
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Commission File Number: 001-13742
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
VP, Chief Compliance Officer & Corporate Secretary
Millennium Tower , 23 Aranha St.
Tel-Aviv 6120201 Israel
Tel: +972 (3) 6844440
Tel: +
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
The number of outstanding shares as of December 31, 2025 was:
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Title of Class
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Number of Shares Outstanding
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Ordinary shares
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Accelerated Filer ☐
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Non-accelerated Filer ☐
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Emerging Growth Company
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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☐
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U.S. GAAP
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Other
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☐ No ☒
Annual Report
For the Period Ended December 31, 2025
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ICL Group Ltd |
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TABLE
OF CONTENTS
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PART
I |
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PART
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F-1 |
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Annual Report 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 Annual Report and include, but are not limited to, statements regarding our intent, belief
or current expectations. Forward‑looking statements are based on our management’s beliefs and assumptions and on information
currently available to our 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, those identified
in “Item 3 - Key Information— D. Risk Factors” in this Annual Report. These risks and uncertainties include factors
relating 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 our 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 our seaport shipping facilities or regulatory restrictions affecting
our ability to export our 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 we operate; price increases or shortages with respect to our 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 our plants; labor disputes, slowdowns and strikes involving our 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 our 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 our, or our service providers', data security; failure to retain and/or recruit key personnel;
inability to realize expected benefits from our cost reduction program according to the expected timetable; inability to access capital
markets on favorable terms; cyclicality of our businesses; The Company is exposed to risks relating to its current and future activity
in emerging markets; changes in demand for our fertilizer products due to a decline in agricultural product prices, lack of available
credit, weather conditions, government policies or other factors beyond our control; disruption to sales of our magnesium products due
to factors beyond our control, including changes in global economic conditions and environmental regulations; our ability to secure additional
resources to continue our 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 our 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 our 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".
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 risk and uncertainties and to not place undue reliance on such information. Forward-looking statements should not be
read as a guarantee of future performance or results and are subject to risks and uncertainties, and the actual results may differ materially
from those expressed or implied in the forward-looking statements.
CAUTIONARY
NOTE TO INVESTORS REGARDING MINERAL AND RESOURCES ESTIMATES
The
US Securities and Exchange Commission (the “SEC”) adopted final rules in 2018 to amend and modernize the mineral property
disclosure requirements for issuers whose securities are registered with the SEC under the US Securities Act of 1933, as amended (“Securities
Act”), or the US Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to subpart 1300 of SEC Regulation
S-K, beginning with Fiscal Year 2021, ICL began to present new information with respect to its mining and operation plants in its Annual
Report, including resource and reserve estimates, which differ materially from the reserve estimates presented prior to Fiscal Year 2021
by ICL.
A
Mineral Resource is a reasonable estimate of mineralization, taking into account relevant factors, such as cut-off grade, likely mining
dimensions, location or continuity that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or
in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.” The Mineral Resources
presented in this Annual Report are not Mineral Reserves and do not reflect demonstrated economic viability. The estimates of Mineral
Resources may be materially affected if mining, metallurgical, or infrastructure factors at the corresponding properties change from those
currently assumed by ICL.
Mineral
Reserves are reported as the economically mineable portion of a Measured Mineral Resource and/or Indicated Mineral Resource, and take
into consideration the mining, processing, metallurgical, economic, marketing, legal, environmental, infrastructure, social, and governmental
factors (the “modifying factors”) that may be applicable to the deposit. Mineral Resources that are not Mineral Reserves do
not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow for conversion to Mineral
Reserves. There is no certainty that all or any part of a Mineral Resource will be converted into a Mineral Reserve. Estimates of Inferred
Mineral Resources have significant geological uncertainty, and it should not be assumed that all or any part of an Inferred Mineral Resource
will be converted to the Measured or Indicated categories.
Figures
related to our mineral and resource estimates are rounded to reflect the relative accuracy of the estimates, and totals may not add correctly.
In addition, the Mineral Resource and Reserve estimates are based on the factors related to the geological and grade models discussed
in “Item 4 ‑ Information on the Company— D. Property, Plant and Equipment,” and the criteria for reasonable prospects
of eventual economic extraction as described therein. The Mineral Resource and Reserve estimates may be affected, positively or negatively,
by additional exploration that expands the geological database and models of the properties described. The Mineral Resource and Reserve
estimates could also be materially affected by any significant changes in the assumptions regarding forecast product prices, mining efficiency,
process recoveries, or production costs. If the price assumptions decrease or the assumed production costs increase, then the cut-off
grade would increase. The potential impacts on the Mineral Resource and Reserve estimates may be material and such estimates may need
to be re-evaluated. The Mineral Resource and Reserve estimates are also based on certain critical assumptions, such as requisite mining
permits continuing to be granted as-needed, tax rates remaining stable, and the absence of additional regulations on the corresponding
properties. Except as described in “Item 4 Information on the Company— D. Property, Plant and Equipment” and each Technical
Report Summary (defined below), SLR Consulting Ltd (“SLR”), our qualified persons, are not aware of any environmental, permitting,
legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the Mineral Resource
estimates.
INTRODUCTION
The
financial information included in this Annual Report has been prepared in accordance with the International Financial Reporting Standards
(“IFRS”), as issued by the International Accounting Standards Board (“IASB”). None of the financial information
in this Annual Report has been prepared in accordance with accounting principles generally accepted in the US.
This
Annual Report contains translations of certain currencies amounts into US dollars at specified rates solely for your convenience. Unless
otherwise indicated, we have translated NIS amounts as of December 31, 2025, into US dollars at an exchange rate of NIS 3.19 to $1.00,
the daily representative exchange rate reported by the Bank of Israel as of December 31, 2025. Euro amounts were translated into US dollars
at an exchange rate of €0.85 to $1.00.
Market
data and certain industry data used in this Annual Report were obtained from internal reports and studies, where appropriate, as well
as estimates, market research, publicly available information and industry publications, including publications, reports or releases of
the International Monetary Fund (“IMF”), the US Census Bureau, the Food and Agriculture Organization of the United Nations
(“FAO”), the International Fertilizers Association (“IFA”), the United States Department of Agriculture (“USDA”),
the United States Geological Survey, the CRU Group ("CRU") and Fertecon, the Fertilizer Association of India (“FAI”). Industry
publications generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy
and completeness of such information are not guaranteed. Similarly, internal reports and studies, estimates and market research, which
we believe to be reliable and accurately extracted by us for use in this Annual Report, have not been independently verified. However,
we believe such data is accurate. There is only a limited amount of independent data available about certain aspects of our industry,
market, and competitive position. As a result, some data and information about our market rankings in certain product areas are based
on our good faith estimates, which are derived from our review of internal data and information, information that we obtain from our
customers, and other third-party sources. We believe these internal surveys and management estimates are reliable; however, no independent
sources have verified such surveys and estimates.
In
presenting and discussing our financial position, operating results and net income results, the management uses certain non-IFRS financial
measures. These non-IFRS financial measures should not be viewed in isolation or as alternatives to the equivalent IFRS measures and should
be used in conjunction with the most directly comparable IFRS measures. A discussion of non-IFRS measures included in this Annual Report
and a reconciliation of such measures to the most directly comparable IFRS measures are contained in this Annual Report under “Item
5 – Financial Results and Business Overview — A. Operating Results”.
In
this Annual Report, unless otherwise indicated or the context otherwise requires, all references to “ICL,” the “Group,”
the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to ICL Group
Ltd., together with its consolidated subsidiaries. When we refer to our “parent Company” or to “Israel Corp.,”
we refer to our controlling shareholder, Israel Corporation Ltd. Unless
otherwise indicated or the context otherwise requires, references in this Annual Report to “NIS” are to the legal currency
of Israel, “US dollars”, “$” or “dollars” are to United States dollars, “euro” or “€”
are to the euro, the legal currency of certain countries of the EU, and “British pound” or “£” are to the
legal currency of the UK. See “Item 4 - Information on the Company— A. History and Development of the Company”. We own
or have rights to trademarks or trade names that we use in conjunction with the operation of our business. Solely for convenience, trademarks
and trade names referred to in this Annual Report may appear without the ® or ™ symbols, but such references are not intended
to indicate, in any way, that we will not assert, to the fullest extent of the law, our rights or the rights of the applicable licensor
to these trademarks and trade names. In this Annual Report, we also refer to product names, trademarks, and trade names that are the property
of other companies. Each of the trademarks and trade names of other companies appearing in this Annual Report belongs to its owners. Our
use or display of other companies’ product names, trademarks, or trade names is not intended to and does not imply a relationship
with, or endorsement or sponsorship by us of, the product, trademark, or trade name owner, unless we otherwise indicate.
GLOSSARY
OF SELECTED TERMS
The
following is a glossary of selected terms used in this Annual Report.
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Bromine |
A chemical element used as a basis for a wide
variety of uses and compounds, and mainly as a component in flame retardants or fire prevention substances. Unless otherwise stated, the
term “bromine” refers to elemental bromine. |
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CDP |
Carbon Disclosure Project – A leading
non-profit organization in the greenhouse gas emissions reporting field. |
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CFR |
Cost and Freight. In a CFR transaction, the
prices of goods to a customer include, in addition to FOB expenses, marine shipping costs and all other costs that arise after the goods
leave the seller’s factory gates and up to the destination port. |
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CLP |
Classification, Labeling and Packaging of
Substances and Mixtures– EU regulation. |
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CPI |
The Consumer Price Index, as published by
Israeli's Central Bureau of Statistics. |
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CRU |
Intelligence Company that provides information
on global mining, metal and fertilizers market. |
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ICL ADS |
ICL América do Sul (formerly Compass
Minerals América do Sul S.A.). |
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Dead Sea Bromine |
Dead Sea Bromine Ltd., a subsidiary in the
Industrial Products segment. |
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MAP |
Monoammonium Phosphate, a fertilizer containing
nitrate and phosphorus oxide. |
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GTSP |
Granular Triple Superphosphate, used as fertilizer,
a source of high phosphorus. |
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GSSP |
Granular Single Superphosphate, used as a
phosphate fertilizer. |
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Green Hydrogen |
Hydrogen produced by splitting water into
hydrogen and oxygen using renewable electricity. |
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DAP |
Diammonium Phosphate - a fertilizer containing
nitrate and phosphorus oxide. |
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EPA |
US Environmental Protection Agency.
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EU |
European Union. |
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FAO |
The Food and Agriculture Organization of the
United Nations. |
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FOB |
Free on-Board expenses are expenses for overland
transportation, loading costs and other costs, up to and including the port of origin. In a FOB transaction, the seller pays the FOB expenses,
and the buyer pays the other costs from the port of origin onwards. |
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CPT |
Cost Per Tonne. |
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CIF
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Cost, Insurance, and Freight. In a CIF transaction,
the price of goods includes, as well as FOB expenses, the expenses for insurance, shipping and any other costs that arise after the goods
leave the factory gates and up to the destination port. |
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ICL Haifa (Fertilizers & Chemicals)
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Fertilizers and Chemicals Ltd., a subsidiary
in the Growing Solutions segment. |
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GHG |
Greenhouse Gases – air emissions contributing
to climate change. |
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Granular |
Fertilizer containing granular particles.
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ICL Boulby |
A UK subsidiary in the Potash segment.
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ICL Iberia (Iberpotash) |
Iberpotash S.A., a Spanish subsidiary
in the Potash segment. |
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IC |
Israel Corporation Ltd. |
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Indicated Mineral Resource |
That part of a mineral resource for which
quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty
associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail
to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level
of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable
mineral reserve. |
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Inferred Mineral Resource |
That part of a mineral resource for which
quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty
associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects
of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level
of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation
of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project and
may not be converted to a mineral reserve. |
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DSW |
Dead Sea Works Ltd., a subsidiary in
the Potash segment. |
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DSM |
Dead Sea Magnesium Ltd., a subsidiary
in the Potash segment. |
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ICL Neot Hovav |
Subsidiaries in the Neot Hovav area in the
south of Israel, including facilities of Bromine Compounds Ltd included in the Industrial Products segment. |
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ICL Rotem |
Rotem Amfert Negev Ltd., a subsidiary
in the Phosphate Solutions segment. |
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IFA |
The International Fertilizers Industry Association,
an international association of fertilizers manufacturers. |
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ILA |
Israel Land Authority. |
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IMF |
International Monetary Fund. |
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K |
The element potassium, one of three main plant
nutrients. |
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KNO3
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Potassium Nitrate, a soluble fertilizer containing
N&P used as a stand-alone product or as a key component of some water-soluble blends. |
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KOH |
Potassium hydroxide 50% liquid. |
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MGA |
Merchant grade phosphoric acid. |
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Measured Mineral Resource |
That part of a mineral resource for which
quantity and grade or quality are estimated and based on conclusive geological evidence and sampling. The level of geological certainty
associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section,
in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured
mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred
mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve. |
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Mineral Reserve |
An estimate of tonnage and grade or quality
of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project.
More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials
and allowances for losses that may occur when the material is mined or extracted. |
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Mineral Resource |
A concentration or occurrence of material
of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic
extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade,
likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely
to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.
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MoEP |
Israel Ministry of Environmental Protection.
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N |
The element nitrogen, one of three main plant
nutrients. |
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P |
The element phosphorus, one of three main
plant nutrients, that is also used as a raw material in industry. |
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PK |
Complex fertilizer comprised primarily of
two primary nutrients (P.K). |
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NPK |
Complex fertilizer comprised primarily of
three primary nutrients (N.P.K). |
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NYSE |
The New York Stock Exchange. |
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Phosphate |
Phosphate rock that contains the element phosphorus.
Its concentration is measured in units of P2O5.
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Polyhalite |
A mineral marketed by ICL under the brand
name Polysulphate™, composed of potash, sulphur, calcium, and magnesium. Used in its natural form as a fully soluble and natural
fertilizer, which is also used for organic agriculture and as a raw material for production of fertilizers. |
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Probable Mineral Reserve |
The economically mineable part of an Indicated
and, in some cases, a Measured Mineral Resource. Quantity, grade and/or quality of Probable Mineral Reserves are computed from information
similar to that used for Proven Mineral Reserves, but the sites for survey, sampling and measurement are further apart or are otherwise
less efficiently spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between
points of observation. |
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Proven Mineral Reserve |
The economically mineable part of a Measured
Mineral Resource. Proven Mineral Reserve quantities are computed from information received from explorations, channels, wells, and drilling;
grade and/or quality are computed from the results of detailed sampling. The sites for inspection, sampling and measurement for proven
reserves are spaced so closely to each other so that the geologic character is well defined so the size, shape, depth and mineral content
of reserves can be reliably determined. |
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Chlorine |
A chemical, raw material in various productions
process. A byproduct of Dead Sea Magnesium production. |
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Sylvinite |
A byproduct from the production of Magnesium
from the raw material – Carnallite. Transferred to DSW as an additional source for potash production. |
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Polymer |
A chemical compound containing a long chain
of repeating units linked by a chemical bond and created by polymerization. |
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Potash |
Potassium chloride (KCl), used as a plant’s
main source of potassium. |
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P2O5
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Phosphorus pentoxide. |
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TCFD |
Task Force on Climate-Related Financial Disclosures.
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REACH |
Registration, Evaluation, Authorization and
Restriction of Chemicals, a framework within the EU. |
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Reserves |
The part of a mineral deposit that could be
economically and legally extracted or produced at the time of the Mineral Reserve determination. Reserves are divided between “proven
reserves” and “probable reserves”. |
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Salt |
Unless otherwise specified, sodium chloride
(NaCl). |
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S |
Sulphur – a chemical used for the production
of sulfuric acid for sulfate and phosphate fertilizers, and other chemical processes. |
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Soluble NPK |
Soluble fertilizer containing the three basic
elements for plant development (nitrogen, phosphorus and potash). |
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Standard |
Fertilizer has small particles. |
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Tami |
Tami (IMI) Research and Development Institute Ltd.,
the central research institute of ICL. |
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TASE |
Tel Aviv Stock Exchange, Ltd. |
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USDA |
United States Department of Agriculture.
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WPA |
White Phosphoric Acid, purified from MGA.
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UK |
The United Kingdom. |
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Urea |
A white granular or pill solid fertilizer
containing 46% nitrogen. |
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YTH/YPC |
The Chinese partner in the Company’s
joint venture YPH in China. |
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4D |
Clean green phosphoric acid, used as a raw
material for purification processes. |
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PM |
Particular matter. |
Item 1 –
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not
Applicable.
Item 2 –
OFFER STATISTICS AND EXPECTED TIMETABLE
Not
Applicable.
Item 3 –
KEY INFORMATION
| A. |
SELECTED FINANCIAL DATA |
Not
Applicable.
| B. |
CAPITALIZATION AND INDEBTEDNESS |
Not
Applicable.
| C. |
REASONS FOR THE OFFER AND USE OF PROCEEDS |
Not
Applicable.
ICL
Group Limited 1
D.
RISK FACTORS
Summary
of Risk Factors
Our
business, liquidity, financial condition and results of operations could be adversely affected, and even materially so, if any of the
risks described below occur. As a result, the trading price of our securities could decline, and investors could lose all or part of their
investment. Our actual results could differ materially and adversely from those anticipated, due to certain factors, including the risks
facing the Company as described below and elsewhere in the Annual Report. This Annual Report contains forward‑looking statements
that involve risks and uncertainties, see “Special Note Regarding Forward‑Looking Statements“. Material risks that may
affect our business, operating results and financial condition include, but are not necessarily limited to, those relating to:
| • |
Our mineral extraction operations are dependent on concessions,
licenses and permits granted to us by the respective governments in the countries in which we operate, including the concession for our
operations at the Dead Sea in Israel, which is expected to expire in March 2030. |
| • |
Our ability to operate and/or expand our production and operating
facilities worldwide is dependent on our receipt of, and compliance
with, permits issued by governmental authorities. A decision by a government authority to deny any of our permit applications may adversely
affect the Company’s business and operations. |
| • |
Our operations and sales are exposed to high volatility in supply
and demand, pricing fluctuations in commodity markets, expansion of production capacity and competition from some of the world’s
largest chemical and mining companies, as well as mergers of key producer/customer/supplier. |
| • |
Compliance with, and changes in, environmental laws and regulations
could require us to make substantial capital expenditures and incur costs and liabilities and adversely affect our performance.
|
| • |
We are exposed to risks related to physical climate change and
natural disasters, such as earthquakes, impacts of climate-related transition risks, including current and future laws and regulations,
as well as other factors resulting from climate change, which could adversely impact on our business, financial condition, results of
operations or liquidity. |
| • |
Our operations could be adversely affected by price increases
or shortages with respect to water, energy and our principal raw materials. |
| • |
The accumulation of salt at the bottom of Pond 5, the central
evaporation pond in our solar evaporation ponds system used to extract minerals from the Dead Sea in Israel, requires regular harvesting
of salt to maintain a fixed brine volume and thereby sustain the production capacity of extracted minerals and prevent potential damage
to the foundations and structures of hotels and other buildings situated close to the edge of the pond. |
| • |
We are exposed to risks associated with our international activities,
which could adversely affect our sales, operations, and assets in various countries. Some of these factors may also make it less attractive
or more difficult to distribute cash generated by our operations outside Israel to shareholders, use cash from one country to fund operations
or repayments of indebtedness in another, or support other corporate purposes, including the distribution of dividends. |
ICL
Group Limited 2
| • |
Changes in valuations and estimates, which serve as a basis for
analyzing our contingent liabilities and for the recognition and measurement of assets and liabilities, including provisions for waste
removal and the reclamation of mines, may materially and adversely affect our business, financial condition and results of operations.
|
| • |
As a multinational company, our financial results may be adversely
affected by currency fluctuations and restrictions, as well as by credit risks. |
| • |
Due to the nature of our operations, we may be exposed to the
risk of adverse ecological events, which may result in impacts that exceed the boundaries of our facilities, cause environmental damage
or damage to human health/life and lead to the shutdown of our sites or administrative, civil and/or criminal proceedings. |
| • |
Accidents occurring during our industrial and mining operations,
including failure to ensure the safety of our workers and processes, could adversely affect our business. |
Geopolitical
changes such as war or political sanctions may materially and adversely affect our business, financial condition and results of operations.
Risks
Related to Our Business
Our
mineral extraction operations are dependent on concessions, licenses and permits granted to us by the respective governments in the countries
in which we operate, including the concession for our operations at the Dead Sea in Israel, which is expected to expire in March 2030
Our
mineral extraction businesses depend on concessions granted to us by the respective governments in the countries in which we operate.
The loss of concessions, licenses and/or permits, as well as material changes to the conditions thereof, including mining
restrictions that may create a gap between the permitted mining rate and the Company's operational mining plans could materially and adversely
affect our business, financial condition and results of operations.
We
extract potash, phosphate, bromine, magnesium and certain other minerals in Israel, potash and salt in Spain, Polysulphate®, salt,
and certain other minerals in the United Kingdom and phosphate in China, pursuant to concessions and permits in those countries.
Israel
Pursuant
to the Israeli Dead Sea Concession Law, 1961 (hereinafter – the Concession Law), as amended in 1986, and the concession deed attached
as an addendum to the Concession Law, DSW was granted a concession to utilize the resources of the Dead Sea and to lease the land required
for its plants in Sodom for a period ending on March 31, 2030.
The
continued operation of our activities in this area beyond that date is subject to the granting of a new concession. There is a significant
likelihood that the new concession will be granted on terms that are less favorable — and potentially materially less advantageous
— than those of the current concession. There is no assurance that a new concession will be obtained at all, or that, if granted,
it will not impose more restrictive, costly, or otherwise burdensome conditions. In addition, the Company's participation in the tender
may be subject to restrictive conditions that could affect – and potentially materially affect – other activities within the
Group. Failure to obtain a new concession, or the receipt of a concession under materially different or more burdensome terms, could have
a material adverse effect on our operations, financial condition, and business continuity. Moreover, our operations at the Dead Sea are
integrated with and support other Company activities, therefore, any interruption, material modification, or termination of these operations
could adversely affect related facilities, supply chains, infrastructure, shared services, and commercial arrangements connected to these
operations.
ICL
Group Limited 3
The
Company’s current operations in the Dead Sea region rely on highly specialized and deeply integrated capabilities that have been
developed over many decades. These activities involve complex engineering, hydrological, and environmental processes, including the management
of bromine, potash, and other mineral reservoirs; the operation of large‑scale evaporation ponds; marine extraction methods; and
the maintenance of extensive production and transportation infrastructure in an area of exceptional environmental sensitivity. The knowledge
required to operate these systems effectively is not available “off the shelf” and reflects accumulated expertise in disciplines
that are both technically demanding and uniquely specific to the Dead Sea’s geological and climatic conditions. This inherent complexity
underscores the critical importance of continuity in the operation of these facilities and highlights the significant challenges that
would arise from any disruption, transition, or material alteration to the long‑standing operational framework in this region.
Additionally,
the State of Israel has indicated its intention to launch a competitive process for the granting of a new concession. As the current concession
holder, the Company may not ultimately be selected under this process, and there is a risk that another bidder will be awarded the concession.
The Company has no visibility into which parties may participate in the tender, the terms they may propose, or whether competing bids
will be more attractive for purposes of the bid. Whether or not the Company is ultimately selected, there are likely to be obligations
or transitional arrangements imposed on the current concession holder, including expanded environmental rehabilitation commitments.
Following
the publication of a draft report by the Israeli Accountant General in September 2024, addressing the preparations for the expiration
of the Company’s existing concession and the grant of a new concession in 2030, on December 3, 2025, a draft bill of law concerning
the future Dead Sea Concession (the - Draft Bill) was published for public comments.
The
Draft Bill constitutes only an initial stage in the legislative process toward the enactment of a new concession law and is subject to
a full legislative procedure in all its phases, including public comments, government approval, and a complete legislative process in
the Knesset, involving discussions in the relevant committees and votes in the committees and in the plenum. At this stage, it is premature
to assess the full implications of the Draft Bill’s provisions on the new concession and on the Company, since, as noted, this is
only an initial and partial draft that does not yet include certain material chapters, some of the matters referenced therein are not
sufficiently clear, and there is no certainty regarding the provisions that will ultimately be included in the final law or the manner
in which they will be applied. Furthermore, the terms and conditions of the future tender have not yet been published and are expected
to include financial and other conditions that may have a material impact on the new concession terms and provide a more definitive understanding
of the overall arrangement. However, the partial and preliminary terms currently set out in the Draft Bill appear to be more stringent
than those of the current concession.
The
final law, once enacted, may differ materially from the Draft Bill. In addition, the terms of the future tender, which are currently unknown,
may have a material impact on the terms of the concession as a whole.
If
the new concession is not obtained, it is possible that the Government of Israel may forfeit the Special State Shares, which may be treated
as a change of control under our international bonds. At the same time, the Company has no visibility into the future regulatory framework
that may apply to concession holders, should the Company be selected, including whether the existing special state share regime will be
maintained, modified, or replaced with an alternative form of state oversight or control.
ICL
Group Limited 4
Uncertainty
regarding the process for obtaining a new concession and its outcome may also affect long-term investment planning, financing of our operations
and plans, project execution, and stakeholder confidence.
For
further information see the Risk factor below related "The Company relies on access to capital markets as it borrows money from various
sources to fund its operations and it frequently engages in refinancing activities" and Note 18 to our Audited Financial Statements.
We
mine phosphate rock from phosphate deposits in the Negev desert in accordance with a mining concession from the State of Israel, which
was renewed in December 2024 until the end of 2044. As of the reporting date, ICL Rotem has one lease agreement in effect until 2041.
In addition, the Company has two other lease agreements: one for the Zin plant, which expired in 2024 and is currently under renewal process
with the Land Authority, and another for the Oron plant, which expired in 2017. Regarding the Oron plant, the Land Authority has agreed
to renew the lease until the end of 2044, and the parties are in the process of entering into a new lease agreement. In addition, the
Land Authority has extended the current mining permit agreement until a new agreement enters into force under the new concession.
There
is no certainty that these concessions and leases will be extended and/or renewed under the same terms or at all. Failure to renew said
concessions and leases or different terms could materially and adversely affect our business, financial condition and results of operations.
Our
existing phosphate mines in the Negev desert hold limited reserves of phosphate rock suitable for pure phosphoric acid production, needed
to achieve sustainable profitability of ICL Rotem operations. The Company is making efforts to promote suitable alternatives for additional
resources that will secure its future phosphate operations at ICL Rotem. As part of these efforts, the Company continues to advance several
pilot development projects to adapt the usage of different grade types of phosphate rock for the Company’s products as part of an
effort to utilize and increase existing phosphate reserves. In addition, it is working to advance future mining of phosphate rock in other
areas, subject to permits and approvals, such as the Barir field which is located in the southern part of the South Zohar deposit in the
Negev Desert in Israel.
There
is no certainty regarding the extent of future phosphate rock resources in other areas, or that the Company will succeed in obtaining
the required approvals and permits for them, and, even if they are granted, the timing at which they will be received. Also, there is
no certainty that the development of pilot projects will succeed in utilizing and increasing existing phosphate reserves or that they
will be economically viable. Failure to obtain the additional resources, or a significant delay in obtaining them, may lead to discontinued
production at Rotem, and, as a result, to a material impact on the Company's business, financial position and results of operations. For
further information, see “Item 4 ‑ Information on the Company— D. Property, Plant and Equipment”, and Note 18
to our Audited Financial Statements.
ICL
Group Limited 5
Spain
ICL
Iberia was granted mining rights under Spanish government legislation enacted in 1973, along with its accompanying regulations. Pursuant
to the special mining regulations, ICL Iberia received individual licenses for each of the 126 different sites relevant to its current
and future mining operations. Some of these licenses are valid until 2037, while the remainder are effective through 2067. Maintaining
mining activities in Spain also requires municipal and environmental licenses. If such licenses are not renewed once expired, this would
likely have an adverse impact, possibly in a material manner, on the mining activities in Spain and the Company’s financial results.
For further information, see “Item 4 - Information on the Company— D. Property, Plant and Equipment”, and Note 18 to
our Audited Financial Statements.
United
Kingdom
ICL
Boulby, ICL's subsidiary in the UK, holds onshore and offshore mineral leases and licenses that allow for the extraction of various minerals,
along with numerous easements and rights of way from private landowners. The offshore mineral field is leased from The Crown Estate on
a production royalty basis and includes provisions for the exploration and exploitation of all targeted and known polyhalite and salt
mineral resources of interest to ICL Boulby.
ICL
Boulby has been actively engaged in negotiations with the private property owners and in 2025 secured the renewal of two existing lease
agreements.
The
renewal of the remaining leases has been referred to the High Court of Justice in London for a decision regarding the applicable calculation
mechanism for the lease fees payable. The Company estimates that the proceedings will be concluded in the first half of 2026. In addition
to the leases subject to court proceedings, ICL Boulby also holds 15 active leases with expiration dates ranging from 2026 to 2073.
Historically,
lease renewals have not posed significant challenges. ICL Boulby believes that all land and mineral leases will be renewed as required
and expects to obtain all necessary government approvals and permits for the continued exploitation of all targeted mineral resources.
Nevertheless,
in the event such rights are not obtained, the mining activities in the UK may be adversely affected and this could have a material impact
on the Company’s financial results. For further information, see “Item 4 - Information on the Company— D. Property,
Plant and Equipment”, and Note 18 to our Audited Financial Statements.
China
YPH,
ICL's subsidiary in China, which is equally owned with Yunnan Yuntianhua Corporation Ltd. ("YYTH"), holds a phosphate mining license that
was issued in 2015 by the Division of Land and Resources of the Yunnan district in China for the Haikou Mine (hereinafter – Haikou)
which is valid until January 2043.
If
Haikou’s license is not renewed upon expiration, or if the Company is unable to meet the required annual mining rate due to license
limitations, this could have an adverse, potentially material, impact on our mining activities in China and on the Company’s financial
results. For further information, see “Item 4 - Information on the Company— D. Property, Plant and Equipment”, and Note
18 to our Audited Financial Statements.
ICL
Group Limited 6
Our
ability to operate and/or expand our production and operating facilities worldwide
is dependent on our receipt of, and compliance with, permits issued by governmental authorities. A decision by a government authority
to deny any of our permit applications may adversely affect the Company’s business and operations
Existing
permits are subject to challenges with respect to their validity, revocation, modification and non‑renewal, including as a result
of environmental events or other unforeseeable occurrences. Any challenge that materializes could lead to significant costs and materially
and adversely affect our business, financial condition and results of operations. In addition, a failure to comply with the terms of our
permits could result in payment of substantial fines and subject the Company and its managers to criminal sanctions.
Furthermore,
our production processes generate byproducts, some of which are saleable while others are to be reused or disposed of as waste. Storage,
transportation, reuse and waste disposal are generally regulated by governmental authorities in the jurisdictions in which we operate.
Permits issued by governmental authorities are contingent on our compliance with relevant regulations. In connection with the phosphogypsum
storage in ICL Rotem, in 2021, a new Urban Building Plan was approved (the 2021 plan), the main objectives of which are to regulate areas
for phosphogypsum storage reservoirs.
Under
the 2021 plan, Pond 5, which has been operational since 2018, is permitted for use until the end of its expected operational life, currently
expected in 2027. On December 14, 2025, following an extended regulatory process, the District Committee for Planning approved the validation
of the reuse plan for Pond 4, subject to the fulfillment of certain conditions (the - Plan). The Plan was published on December 18, 2025,
and came into force on January 1, 2026. In parallel, in order to ensure a storage solution at the end of Pond 4’s operational life
in 2030, the Company is advancing a plan to establish Pond 6 in accordance with understandings reached with certain authorities. On December
31, 2025, petitions were filed with the Supreme Court and the District Court in Israel by private parties against the approval of the
Plan and its conditions.
As
part of DSW operational activities, it piles salt, a byproduct of the production process, in the operational salt mound (Mount Salt) in
accordance with a plan approved by the Southern District Planning and Building Committee in September 2016, allowing a height of 40 meters.
In January 2024, a supplementary plan was approved allowing the mound to be raised by an additional 12 meters, which is expected to be
utilized at least until the end of the concession period.
DSW
is examining long-term salt storage alternatives and will submit an environmental impact assessment in the coming months, in line with
legal and regulatory requirements, to address salt disposal needs for approximately 25 years from 2030 (the end of the concession). If
the alternative of piling the salt in the mound is not permitted, the Company will be required to implement alternative solutions, which
may require significant investments.
In
ICL Iberia, a multi-year program is underway to restore large salt piles, with focus on wastewater drainage and sludge treatment. In April
2021, the Company signed an agreement with the Catalan Water Agency (ACA), for the construction and operation of new collector infrastructure.
The new collector is essential to remove brine water, which will be used for both restoration and production.
In
China, environmental regulations concerning industrial byproducts and waste, particularly phosphogypsum, have become increasingly stringent
at both the national and provincial levels (including Yunnan Province). These evolving requirements include higher utilization and reuse
targets, enhanced obligations for safe handling and the structural integrity of storage facilities, and measures aimed at reducing risks
associated with long-term
storage. Compliance with such requirements may necessitate additional investments, process changes, or operational constraints, and could
result in increased costs or limits on production and storage capacity. Failure to meet applicable requirements, or delays in implementing
required measures, could expose the Company to enforcement actions, penalties, or remediation obligations.
If
we are unable to obtain the required permits and/or the validity, revocation, modification or non-renewal of our existing permits occurs
as a result of our noncompliance with regulations relating to storage, transportation, reuse and waste disposal, significant investments
may be required and/or production may be interrupted or even ceased, which can materially and adversely affect our business, financial
condition and results of operations.
ICL
Group Limited 7
Our
operations and sales are exposed to high volatility in supply and demand, pricing fluctuations in commodity markets, expansion of production
capacity and competition from some of the world’s largest chemical and mining companies, as well as mergers of key producers/customers/suppliers
In
addition to seasonal and cyclical variations, the Company is exposed to volatility driven by various factors, such as weather conditions,
the entry into the market of new manufacturers and products, mergers of key players (producers/suppliers/customers) and the expansion
of existing manufacturers’ production capacity. Our competitors include some of the world’s largest chemical and mining companies,
some of which are state‑owned or government‑subsidized.
We
continuously monitor our competitive environment and will continue to seek ways to execute our strategy. If we are unable to effectively
adjust to continuously changing competitive conditions our business, financial condition and results of operations could be materially
and adversely affected. For further information, see “Item 4 –
Information on the Company — B. Business Overview”.
Overestimation
of mineral and resource reserves could result in lower-than-expected sales and/or higher than expected costs and may have a material adverse
effect on our business, financial condition and results of operations
We
base our estimates of mineral resources and reserves on engineering, economic and geological data that is compiled and analyzed by our
engineers and geologists. However, resource and reserves estimates are by nature imprecise and rely, to some extent, on statistical inferences
drawn from available drilling data, which may prove unreliable or inaccurate. There are numerous inherent uncertainties in estimating
quantities and qualities of mineral deposits, resources and reserves, as well as the quality of the ore, and the costs of mining recoverable
reserves and the economic feasibility thereof, including many factors beyond our control. Estimates of economically feasible commercial
reserves necessarily rely on several factors and assumptions, all of which may vary considerably from the actual results, such as:
| • |
Geological and mining conditions and/or effects of prior mining
that may not be fully identified/assessed within the available data or that may differ from those based on our experience;
|
| • |
Assumptions concerning future prices of products, operating costs,
updates to the statistical model and geological parameters according to past experience and developing practices in this field, mining
technology improvements, development costs and reclamation costs; and |
| • |
Assumptions concerning future effects of regulation, including
the issuance of required permits and taxes imposed by governmental agencies. |
If
these factors and assumptions change, we may need to revise our mineral resource and reserves estimates.
Any
revisions to our previous resource or reserve estimates or inaccuracies in our estimates related to our existing mineral resources and
resource reserves could result in lower-than-expected sales and/or higher than expected costs and may have a material adverse effect on
our business, financial condition and results of operations.
For
further information, see “Item 4 - Information on the Company—
D. Property, Plant and Equipment”.
ICL
Group Limited 8
Compliance
with, and changes in, environmental laws and regulations could require us to make substantial capital expenditures and incur costs and
liabilities and adversely affect our performance
Our
operations are subject to extensive environmental laws and regulations relating to the protection of the environment, including those
governing the emission or discharge of pollutants into the environment, product use and specifications and the generation, treatment,
storage, transportation, disposal and remediation of solid and hazardous wastes. Violations of applicable environmental laws and regulations,
or of the conditions of permits issued thereunder, can result in substantial penalties, injunctive orders, civil and criminal sanctions,
operating restrictions, permit revocations and/or facility shutdowns, which may have a material adverse effect on our ability to operate
our facilities and accordingly our financial performance. Certain environmental laws may impose strict, joint and several liability for
the investigation and remediation of contamination at, or originating from, facilities currently or formerly owned or operated by us,
as well as at third-party sites to which we send or have sent materials for disposal or recycling, including liability for related natural
resource damages.
As
a leading global specialty minerals company, we are significantly affected by the legal provisions and licensing regimes in the areas
of environmental protection and safety. The Company may be exposed to criminal proceedings, fines and significant impairment of the operation
of our facilities as a result of failing to meet the requirements of our emissions permits including the provisions of the Israeli Clean
Air Law, and particularly, regarding the scope of current and future requirements as prescribed by the Israeli Ministry of Environmental
Protection respecting the implementation of this law’s provisions at the Company’s plants in ICL Rotem, as well as compliance
with the timeframes for implementation of such requirements. In January 2024, a new emission permit was issued to ICL Rotem under the
Israeli Clean Air Act (hereinafter - the Law) valid until January 2031. The Company is in active discussions with Israel’s Ministry
of Environmental Protection (MoEP) to assure adherence to all conditions outlined in the permit, including those specified in an administrative
order under Section 45 of the Law, and to achieve satisfactory resolutions to notable timeline execution challenges for a limited number
of projects. In addition, examinations and investigations of our facilities conducted
by enforcement authorities may result in administrative and legal proceedings.
Legislative
and regulatory changes around the world may prohibit or restrict the use of our products, due to environmental protection, or health and
safety considerations. From time to time, various governmental authorities have proposed or implemented bans or other limitations on certain
chemical products. Standards adopted in the future may affect our operations and require changes to our methods of operation. Furthermore,
some of our licenses, including business and mining licenses, must be renewed from time to time. Renewal of such licenses is not certain
and may be made contingent on additional conditions and significant costs. Difficulties in obtaining such licenses could have an adverse
effect on our operations, business and results.
In
addition, new environmental laws and regulations, new interpretations of existing laws and regulations, or increased governmental enforcement
of laws and regulations could require us to make additional unforeseen expenditures.
ICL
Group Limited 9
Due
to the nature of our operations, we may be exposed to the risk of adverse ecological events, which may result in impacts that exceed the
boundaries of our facilities, cause environmental damage or damage to human health/life and lead to the shutdown of our sites or administrative,
civil and/or criminal proceedings
Due
to the nature of our operations, we may be exposed to the risk of adverse ecological events, including incidents like chemical spills,
pollution, leaks, and other types of events that result in the release of hazardous or toxic substances into the environment. Depending
on the toxicity and volume of the substances involved, the impact of such events can extend beyond site boundaries, affecting nearby ecosystems,
water sources, communities and wildlife.
The
long-term consequences of environmental damage can be significant and may require extensive remediation efforts and/or compensation. Such
events could affect not only the employees and other parties working at the facility but also residents of surrounding areas, potentially
affecting the Company's reputation. In the event of a significant ecological
incident, regulatory authorities may mandate the temporary or permanent shutdown of the manufacturing site until safety concerns are addressed.
This can result in significant impairment of the operation of our facilities, financial losses, disruption of operations, and potential
long-term reputational damage.
Adverse
ecological events with impacts beyond factory boundaries may also trigger administrative and legal actions. Regulatory bodies may investigate
the incident, and legal proceedings, both civil and criminal, may follow. Fines, penalties, and lawsuits can result from non-compliance
with environmental and safety regulations or adverse impacts to human health or the environment without regard to fault.
We
may also be found liable for claims related to reclamation where mining operations and other activities were conducted, even after such
activities have ceased.
For
information respecting legal proceedings and actions, see Note 18 to our Audited Financial Statements and “Item 8 - Financial Information—
A. Consolidated Statements and Other Financial Information— Legal Proceedings”.
We
are exposed to risks related to physical climate change and natural disasters, such as earthquakes, impacts of climate-related transition
risks, including current and future laws and regulations, as well as other factors resulting from climate change, which could adversely
impact on our business, financial condition, results of operations or liquidity
Climate
change may cause more frequent and severe natural disasters and weather conditions such as extreme temperatures, change in precipitation,
water levels, wildfires and storms. Impacts of climate-related transition risks include, among other things, legal and regulatory changes
and reputational risks expressed by our stakeholders’ perception of our role, accountability and actions taken in relation to a
lower-carbon economy and the like.
Physical
impacts related to climate change may also have significant effects on industries and the economy. Such impacts may include extreme heat,
extended drought durations altering water availability and quality, changes to water level and temperature, increases in the frequencies
and intensities of storms and extreme convective events, which could also result in damage to facilities or equipment. The impacts may
also encompass changes in the availability of natural resources, potentially disrupting supply chains, including, but not limited to,
the supply of raw materials to our sites (upstream) or ICL's ability to transport products to its global customers (downstream). Such
physical risks have the potential to financially disrupt operations through increased costs and business interruptions.
ICL
Group Limited 10
Natural
disasters such as earthquakes, climate related severe events, such as flash floods, and extreme weather conditions and receding water
levels may disrupt our operations, upstream raw material supply and downstream distribution of our products. While we have insurance coverage
(subject to payment of deductibles) to cover damages from these types of events, we do not have full insurance coverage with respect to
all our property/assets, and the insurance coverage may not be sufficient to cover all related damage.
In
Israel, some of our plants are located in the Jordan Rift Valley, also known as the Syro-African Depression, a seismically active region
that exposes certain of our operational sites to the risk of earthquakes. The Company implements structural reinforcement programs to
strengthen buildings and critical installations against potential earthquake impacts and conducts periodic monitoring of seismic activity
in order to assess and manage related risks. Despite these mitigation efforts, a significant seismic event could materially and adversely
affect our business, financial condition and results of operations. Due to the hydrological deficit, the water level of the northern basin
of the Dead Sea is receding at a rate of more than one meter per year, which may require us to reduce our usage of minerals from the Dead
Sea. Furthermore, sinkholes and underground cavities have been discovered in that area, and their appearance has increased over the years.
Most of the sinkholes develop in the northern basin of the Dead Sea, while there is little activity by ICL Dead Sea. However, in recent
years, there has been a steady development of sinkholes around the feeding channel, through which water is pumped from the northern basin
to the southern basin. DSW takes actions to monitor the development of these sinkholes and to fill them when they appear. The development
of sinkholes in areas where we operate, together with a failure to detect and treat those sinkholes can cause significant damage and could
materially and adversely affect our business, financial condition and results of operations.
In
the Sodom area, where many of the Company’s plants in Israel are located, there are occasional flash floods in the streambeds, which
have led the Company to initiate a major flood protection response plan.
The
erosion of the Arava stream which flows along the international border between Israel and Jordan and into the Dead Sea, could endanger
the stability of the eastern dikes in the future. Although we designed a project to address these risks, we cannot guarantee that we will
obtain the necessary permits to conduct the project or that the project will succeed.
Impacts
of climate-related transition risks include, among other things, policy constraints on emissions, imposition of carbon pricing mechanisms,
water restrictions (due to physical stress conditions in the water), land use restrictions or incentives, changing consumer behavior and
preferences, and market demand and supply shifts.
Over
the past several years, climate change and GHG emissions have been of increasing concern worldwide. Laws and regulations governing climate
change and GHG emissions already affect ICL's operations and may pose transition risks in both the short and long term.
Carbon
taxes and cap-and-trade-emissions schemes are increasingly viewed in global jurisdictions as a way of pricing carbon – a key policy
driver to reduce GHG emissions. Currently, one of ICL Europe's sites, ICL Iberia, is covered by the EU-ETS Emissions Trading System, and
in the UK, ICL Boulby is subject to the UK Emissions Trading Scheme.
In
Israel, a carbon tax on fossil fuels, including natural gas, came into effect in 2025 and will be implemented gradually over the current
decade. Additional carbon mechanisms may be introduced in the future.
ICL
Group Limited 11
Additionally,
under the European Green Deal, the EU adopted a Carbon Border Adjustment Mechanism (CBAM) Regulation in 2023. This mechanism aims to prevent
carbon leakage from the EU (i.e. the risk that the EU carbon emissions reduction regulations will be offset by increases in emissions
in jurisdictions with less stringent regulations) and is already affecting some of our operations. CBAM charges will phase in over a nine-year
period, commencing in 2026.
Consequently,
it is expected that in the short to medium term, ICL will need to purchase carbon allowances through specific programs (such as the EU
and UK ETS) and/or incur additional costs for energy and emission reduction measures. Similarly, carbon taxes or restrictions/taxes on
fossil fuel electricity production could increase our energy costs, as well as the costs of supplied materials and services across the
ICL value chain.
We
are subject to laws and regulations that will require us to disclose information related to climate risks. ICL’s main EU subsidiaries
were originally expected to report under the EU Corporate Sustainability Reporting Directive (CSRD) in 2026 for fiscal year 2025, which
was delayed. Following the adoption and publication of the EU "Simplification Omnibus" package, certain requirements and timelines were
adjusted, affecting the timing and scope of our reporting. As a result, recent developments suggest that ICL will be required to report
under the CSRD starting in 2028 for fiscal year 2027.
The
potential impact of climate change and associated laws and regulations on the Company's operations and business, and those of our customers
and suppliers, is uncertain. The cost of adjustment to and compliance with legislative and regulatory changes regarding climate change
and GHG emissions, and adjustments to the physical impacts of climate change, could materially and adversely affect our business, financial
condition and results of operations and liquidity.
For
further information, see “Item 4 – Information on the Company — B. Business Overview” and Note 18 to our Audited
Financial Statements.
We
may be adversely affected if we cannot meet the goals and commitments that we establish in relation to climate change and other social
and environmental sustainability matters
There
has been an increased focus, including from investors, the general public and governmental and nongovernmental authorities, regarding
environmental, social and governance (ESG) matters, including with respect to climate change, GHG emissions, packaging, waste and circular
economy, sustainable supply chain practices, deforestation, land, energy and water use. This increased awareness with respect to ESG matters,
including climate change, may result in more prescriptive reporting requirements with respect to ESG metrics, an increased expectation
that such metrics will be voluntarily disclosed by companies such as ours, and increased pressure to make commitments, set targets, or
establish goals, and take action to meet them. As a result of this increased focus and our commitment to ESG matters, we have voluntarily
provided disclosure and established targets and goals with respect to various ESG matters, including climate change. For example, we have
made public commitments to reduce carbon emissions, including a legacy target to reduce our Scope 1 and 2 GHG emissions by 30% by 2030
(from a 2018 baseline) and a goal to achieve Net Zero by 2050 across our Scope 1 and 2 GHG emissions. In addition, the Company has committed
to GHG emissions reductions by 2034 that have been validated by SBTi as meeting their standards for near-term science-based targets.
ICL
Group Limited 12
Our
ability to achieve these or any other ESG and climate-change related goals or targets is subject to numerous factors and conditions, many
of which are outside our control. Examples of such factors include evolving regulatory requirements affecting sustainability standards
or disclosures or imposing different requirements, the pace of changes in technology, evolving statutory challenges and demands, our ability
to promote and adopt renewable energy including Mega projects in our global operational sites, the availability of requisite financing,
the availability of suppliers that can meet our sustainability and other standards and the emissions performance of others in our value
chain. Furthermore, standards for tracking and reporting such matters continue to evolve. Our selection of voluntary disclosure frameworks
and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those
of others. Methodologies for reporting this data may be updated and previously reported data may be adjusted to reflect improvement in
the availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations, and other changes
in circumstances. Our processes and controls for reporting sustainability and other matters across our operations and supply chain are
evolving along with multiple disparate standards for identifying, measuring, and reporting sustainability metrics, including sustainability-related
disclosures that may be required by the EU or other jurisdictions, reporting frameworks, other regulators policy makers locally and globally
and industry standards, that may change over time, which could result in significant revisions to our current goals, reported progress
in achieving such goals, or ability to achieve such goals in the future. Furthermore, investors, policymakers and other stakeholders may
take conflicting approaches to ESG and may view our practices, goals and targets relating to ESG negatively. There has been a recent increase
in activism and legal and regulatory developments targeting the consideration of ESG factors in investment decisions and business operations.
For example, in the US, federal and certain state governmental authorities have proposed, enacted or adopted laws, regulations and policies
and aimed at restricting or discouraging the consideration of ESG factors by companies, as well as initiated investigations and proceedings
into the ESG practices of certain companies. If we fail to achieve or are perceived to have failed or been delayed in achieving, or improperly
report on our progress toward achieving these goals and commitments, fail to successfully navigate diverging regulatory or stakeholder
demands relating to ESG or are otherwise alleged to have made climate-related statements that are incorrect, without support or that constitute
so called “greenwashing”, it could negatively affect the public’s preference for our products or investor confidence
in our stock, as well as expose us to government enforcement actions and private litigation.
The
accumulation of salt at the bottom of Pond 5, the central evaporation pond in our solar evaporation ponds system used to extract minerals
from the Dead Sea in Israel, requires regular harvesting of salt to maintain a fixed brine volume and thereby sustain the production capacity
of extracted minerals and prevent potential damage to the foundations and structures of hotels and other buildings situated close to the
edge of the pond
Maintaining
the required brine volume in Pond 5 is essential for the continued production of raw materials. A failure to preserve a constant brine
volume could lead to a reduction in production capacity.
In
addition, an increase in the water level of Pond 5 above a certain threshold may cause structural damage to the foundations of hotel buildings
located near the shoreline, the Neve Zohar settlement, and other infrastructure situated along the western edge of Pond 5. Construction
of the hotel-adjacent section has been completed, and work in the intermediate area between hotel complexes, led by the Dead Sea Preservation
Government Company Ltd., is near completion.
ICL
Group Limited 13
Since
2022, brine volume in Pond 5 has been maintained through the Salt Harvesting Project (the "Permanent Solution"), approved by the National
Infrastructures Committee and the Israeli Government. The project includes the construction of the P-9 pumping station. As of the reporting
date, the water level of Pond 5 has not exceeded the maximum permitted height (15.1 meters). The Permanent Solution, agreed upon with
the Israeli Government in 2012, is intended to regulate the water level of Pond 5 through ongoing salt harvesting and transfer of the
salt to the Northern Basin of the Dead Sea, and is designed to remain in effect until the end of the current concession period in 2030.
The
Company is taking measures to maintain continuous and effective harvesting activity and to augment its resilience against potential operational
risks.
There
is no guarantee that the said projects for maintaining the Pond’s water level will be carried out without operational setbacks,
or at the cost we currently estimate, or that will prevent damage to the surrounding infrastructure, or to our operations in the Pond.
Operational difficulties, higher cost of the harvesting process or failure to provide solutions and/or any proof of damage caused could
materially and adversely affect our business, financial condition and results of operations.
For
further information see “Item 4 – Information on the Company — D. Property, Plant and Equipment” and Note 18 to
our Audited Financial Statements.
Any
disruption in the transportation systems used to ship our products or receive raw materials could materially and adversely affect our
business, financial condition and results of operations
A
portion of our sales consists of bulk products characterized by large quantities, most of which are shipped through dedicated facilities
at two seaports in Israel, one in Spain and another in the UK. Any issue in obtaining or maintaining an operating concession at the port
in Spain, or any significant disruption to seaport facilities and/or transportation
routes - including labor strikes, regulatory restrictions, changes in the usage rights, or potential disruptions due to geopolitical or
security events - may delay or prevent the exports of our products to customers, which could materially and adversely affect our business,
financial condition and results of operations. In addition, any significant disruption, shortage, or unavailability of transportation
to the seaports and between various sites such as trains or trucks used to move our products and raw materials could result in customer
dissatisfaction, loss of production or sales, and increased costs related to transportation, insurance, or equipment.
We
rely heavily upon trucks, rail, tug, barge and ocean freight transportation to obtain the raw materials we need, to distribute raw materials
between our mines and facilities and to deliver our products to our customers. In addition, the cost of transportation is an important
part of the final selling price of our products. Finding affordable and dependable transportation is important in obtaining our raw materials
and supplying products to our customers. Higher costs for these transportation services or an interruption or slowdown due to factors
including extreme demand, high fuel and energy prices, labor disputes, layoffs, or other factors, might materially and adversely affect
the Company’s business, its financial condition and results of operations.
ICL
Group Limited 14
In
addition, the Company transports hazardous materials using specialized transport means, such as isotanks for the transport of bromine.
A malfunction in the transportation of hazardous materials in one of our specialized transport means may have an environmental impact
and/or cause harm to the health and or welfare of those affected, and, as a result, expose the Company to lawsuits and/or administrative
proceedings or fines. This could also lead to a halt in usage of such transportation systems until the cause of such malfunction is discovered
and/or for purposes of preventative maintenance and improvement of the transportation means. During a state of war, the schedule for bromine
transportation and direct loading is conducted according to authorities' guidelines. As a result, such measures may have a material adverse
effect on the Company’s operations, financial condition and results of operations.
We
are exposed to risks associated with our international activities, which could adversely affect our sales, operations, and assets in various
countries. Some of these factors may also make it less attractive or more difficult to distribute cash generated by our operations outside
Israel to shareholders, use cash from one country to fund operations or repayments of indebtedness in another, or support other corporate
purposes, including the distribution of dividends
As
a multinational company, we sell in many countries where we do not have production activity. A considerable portion of our production
is designated for export. As a result, we are subject to numerous risks and uncertainties relating to international sales and operations,
including:
| • |
Difficulties and costs associated with complying with a wide
variety of complex laws, treaties and regulations, including the US. Foreign Corrupt Practices Act (the “FCPA”), the UK. Bribery
Act of 2010, Section 291A of the Israeli Penal Law and similar laws in the jurisdictions in which we sell or operate; |
| • |
Unexpected changes in regulatory environments and increased government
ownership and regulation in the countries in which we operate; |
| • |
Political and economic instability, including civil unrest, inflation
and adverse economic conditions resulting from governmental attempts to reduce inflation, such as imposition of higher interest rates
and wage and price controls; |
| • |
Public health crises, such as pandemics and epidemics; and
|
| • |
The imposition of tariffs, exchange controls, trade barriers
or sanctions, new taxes or tax rates or other restrictions, including the current trade dispute between the US and China. |
The
occurrence of any of the above in the countries in which we operate or elsewhere could jeopardize or limit our ability to transact business
there and could materially adversely affect our revenues and operating results and the value of our assets.
Beginning
in early 2025, the current US administration has imposed significant tariffs on imports under multiple legal authorities, some targeting
specific countries or products, and others applying on a global basis. Numerous other countries have imposed retaliatory tariffs or other
import measures in response to the US actions, and the scope and amount of tariffs has changed repeatedly over the course of the past
year through the introduction of new tariffs, as a result of trade negotiations, and through exemptions unilaterally granted by the US
government. Certain of the tariffs are also subject to ongoing legal challenge, the results of which are uncertain. Further changes in
US tariffs are likely, though there is significant uncertainty as to the nature and scope of such changes.
ICL
Group Limited 15
We
continuously monitor tariff developments and their potential impact on our business and financial condition. While we do not currently
expect the tariffs to have a material adverse effect on our results of operations, financial condition, or liquidity, the actual impact
will depend on various factors, including the effective date and duration of the tariffs, potential changes to their amount, scope, or
nature, possible countermeasures by affected countries, and any mitigating actions that may become available.
Geopolitical
changes such as war or political sanctions may materially and adversely affect our business, financial condition and results of operations
War,
and/or governmental instability around the world are likely to negatively impact us. This impact may manifest itself in production delays,
distribution delays, business and economic uncertainty and volatility of global markets, loss of property, injury to employees, political
sanctions and difficulties in obtaining insurance coverage or increased insurance premiums.
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. On February 28, 2026, a coordinated
attack by Israel and the United States was launched in response to threats from Iran, which subsequently escalated into a conflict involving
Lebanon along Israel’s northern border. The security situation over the past two years, including recent developments, 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. For further
information, see risk factor “Due to our location in Israel and/or being an Israeli company, which also operates outside of Israel,
our business and operations may be exposed to war or acts of terror”.
The
extent of the impact of a war and/or governmental instability on our operational and financial performance will depend on future developments,
including, but not limited to:
| • |
The duration, severity and extent of a war, along with the necessary
measures undertaken by government authorities or other organizations to manage and mitigate its effects. |
| • |
The possibility of temporary closures of our facilities or the
facilities of our suppliers, customers, their contract manufacturers, and the possibility of certain industries shutting down. |
| • |
The ability to purchase raw materials in times of shortages resulting
from supply chain disruptions and production shutdowns. |
| • |
The ability of our suppliers, contractors and third-party providers
to meet their obligations to us at previously anticipated costs and timelines without significant disruption. |
| • |
Our ability to continue to meet the manufacturing and supply
arrangements with our customers at previously anticipated costs and timelines without significant disruption. |
| • |
The duration and severity of the sustained global or local recession,
and the uncertainty as to when economy will fully recover. |
ICL
Group Limited 16
| • |
Significant disruption of global financial markets and credit
markets, which may reduce our ability to access capital or our customers’ ability to pay us for past or future purchases, which
could negatively affect our liquidity. |
The
ultimate impact of war and/or governmental instability is highly uncertain and subject to change. To the extent such events negatively
impact our business, results of operations, liquidity or financial condition, they may also amplify many of the other risks described
in this “Risk Factors” section.
The
spread of a pandemic may materially and adversely affect our business, financial condition and results of operations
The
spread of a new pandemic, such as Covid-19, could negatively affect our operations. This impact may include production delays, supply
chain disruptions, effects on employees’ health, as well as increased business and economic uncertainty and volatility in global
markets.
For
example, the Covid-19 pandemic, as declared by the World Health Organization in March 2020, introduced significant business and economic
uncertainty and volatility to global markets. The response to the pandemic led us to modify some of our business practices, health and
safety measures and procedures to protect our employees.
A
pandemic introduces various challenges, including potential disruptions to production and uncertainties regarding global recession and
impacts on financial markets. Concerns encompass facility closures, raw material shortages, and decreased demand for our products. The
ability of suppliers and contractors to meet obligations and maintain timelines adds to the complexities. There is no certainty that our
updated practices will adequately mitigate the risks posed by a pandemic, which could negatively affect our business, results of operations,
liquidity or financial condition. A pandemic may also have the effect of increasing many of the other risks described in this “Risk
Factors” section.
Our
operations, financial condition and results of operations could be adversely affected by price increases or shortages with respect to
water, energy and our principal raw materials
We
use water, energy and various raw materials as inputs and we could be affected by higher costs or shortages of these materials, as well
as by changes in transportation prices. A significant increase in price or shortage of raw materials, inter alia: ammonia, sulphur, WPA
and 4D (which we purchase from third parties) could adversely and materially affect our results of operations, financial position, and
our business.
In
addition, our phosphate facilities use large quantities of water purchased from Mekorot, Israel’s national water company, at prices
set by the government. If these prices rise significantly, our costs will rise as well. In our plants in Sodom, we obtain water from an
independent system that is not part of the national water system. Lack of water at the water sources proximate to the plants or the imposition
of additional costs/charges for water usage would force the Company to obtain water from sources located further away and/or at a higher
cost.
Our
plants consume large amounts of energy. Moreover, energy is a significant component of the shipping costs of a considerable share of our
products. Significant price increases for energy, or energy shortages, would affect shipping costs, as well as production costs and/or
quantities.
ICL
Group Limited 17
The
supply of electricity to our production processes and facilities in Israel is provided by our power station in Sodom and the national
power grid. Our operations in Israel are dependent on these two sources and any significant malfunctions at the power station and/or interruption
of power supply from the national grid in Israel may lead to additional financial liabilities and potential shutdowns at our production
facilities, which could negatively affect ICL's ability to supply its products to both external customers and other ICL's sites using
them as raw materials and reduce revenue from decreased production capacity. In addition, our magnesium plant requires a continuous supply
of electricity, so any interruption in the power supply to the magnesium plant may cause significant damage to our magnesium production
process.
While
our plants are typically capable of using alternative energy sources (fuel oil and/or diesel fuel), failure to obtain NG in a timely manner
or energy shortages stemming from high demand in local markets, export preference and the like, can result in an increase in our energy
costs and/or in production losses, and could adversely and materially affect our business, financial condition and results of operations.
We
can provide no assurance that we will be able to impose increased costs with respect to water, energy and principal raw materials on our
customers. Our inability to impose such cost increases could adversely affect our margins. For further information, see “Item 4
‑ Information on the Company— B. Business Overview” and Note 5 to our Audited Financial Statements.
Completion
of major projects may be dependent on third‑party contractors and/or governmental obligations. Furthermore, termination of engagements
with contractors might entail additional costs
The
Company is required to execute key projects, which are fundamental to the Company’s continued operations and its ability to significantly
improve its competitive position in certain markets. For example, in DSW, a 24-kilometer conveyor system for transferring salt back to
the northern Basin, is currently undergoing detailed engineering design, and is planned to be commissioned in 2027. In addition, the Company
is planning to add a second salt dredger, with commissioning planned for 2027. We are also advancing significant investments in projects
to increase our production capacity for our main product lines and in environmental projects. The completion of key projects could also
be dependent on third-party contractors. Situations wherein such contractors encounter financial or operational difficulties, or have
significant disagreements with the Company, could cause a significant delay in the planned timetables for completion of a project and/or
material deviations from its budget and may even jeopardize its completion altogether. This could adversely and even materially affect
our business, financial condition and results of operations.
The
inflow of significant quantities of water into the Dead Sea could adversely affect production at our plants
The
inflow of significant quantities of water into the Dead Sea could adversely affect production at our plants and may alter the composition
of the Dead Sea water in a manner that lowers the concentration of the solution pumped into the evaporation ponds, which may adversely
affect production at ICL plants, our results of operations financial position, and our business. This risk may materialize, among other
things, due to floods, the construction of a canal connecting the Mediterranean Sea with the Dead Sea, the inflow of water from the Sea
of Galilee (Kinneret) to the Dead Sea via the Jordan River, or the construction of a canal from the Red Sea to the Dead Sea.
ICL
Group Limited 18
We
are exposed to the risk of labor disputes, slowdowns and strikes
From
time to time, we experience labor disputes, slowdowns and strikes. A significant portion of our employees are subject to collective labor
agreements, mainly in Israel, China, Germany, United Kingdom, Spain, the Netherlands and Brazil. Prolonged slowdowns or strikes at any
of our plants may disrupt production and result in non-delivery of products already ordered. Also, ramp-up time would be needed to return
to full production capacity at facilities. Due to the interdependence between ICL plants, slowdowns or strikes at any of ICL's plants
may affect the production capacity and/or production costs at other ICL plants. During labor disputes, labor unions may impose certain
sanctions which may include blocking or delaying the transfer of goods through the factory gates. Such disputes may escalate into a strike.
Labor disputes, slowdowns or strikes, as well as the renewal of collective labor agreements, may entail significant costs and loss of
profits, which could adversely, and even materially, affect our operating results and our ability to implement future operational changes
for efficiency purposes.
Some
of our employees have pension and health insurance arrangements that are our responsibility
Some
of our employees have pension and health insurance arrangements that are our responsibility. We have monetary reserves against some of
these liabilities that are invested in financial assets. Changes in life expectancy, capital markets or other parameters by which undertakings
to employees and retirees are calculated, as well as statutory amendments, could increase our net liabilities for these arrangements.
For information about our employee benefits liabilities and composition of plan assets, see Note 16 to our Audited Financial Statements.
The
discontinuation, cancellation or expiration of government incentive programs or tax benefits; entry into force of new or amended legislation
or regulations with respect to additional and/or increased fiscal liabilities to be imposed on us; or imposition of new taxes or changes
to existing tax rates, could all materially and adversely affect our business, financial condition and results of operations
Any
of the following may have a material adverse effect on our operating expenses, effective tax rate and overall business results:
| • |
Some government incentive programs may be discontinued, expired,
cancelled or changed. |
| • |
Governments may initiate new legislation or amend existing legislation
in order to impose additional and/or increased fiscal liabilities on our business, such as additional royalties, natural resource taxes
or required investments, as has occurred in Israel, for example, with respect to the Law for Taxation of Profits from Natural Resources.
|
| • |
The applicable tax rates may increase. |
| • |
We may no longer be able to meet the requirements for continuing
to qualify for some incentive programs. |
| • |
Changes in trade agreements between countries, such as in the
trade agreements between the United States and China. |
| • |
Changes in international taxation laws, as may be adopted by
several countries we operate in, or sell to, may result in additional taxes or high tax rates being imposed on our operations. |
ICL
Group Limited 19
Our
tax expenses and resulting effective tax rate reflected in our consolidated financial statements may increase over time due to changes
in corporate income tax rates and/or other changes in tax laws in the various countries in which we operate. We are subject to taxes in
many jurisdictions, including jurisdictions in which we have a limited presence, and we exercise a certain amount of discretion in determining
our provision for tax liability. For instance, we consider ongoing trends in international tax law and follow OECD recommendations, among
them, the BEPS 2.0 and Pilar 2 minimum tax regime which are applicable to our company, as well as to significant changes to international
tax laws and practices that may be adopted by various jurisdictions. These changes could result in our being subject to tax in jurisdictions
in which we currently are not subject to tax (including jurisdictions in which we have limited or no operations other than sales activities).
In addition, our company is subject to examination by tax authorities in numerous jurisdictions. As part of such tax examinations, the
relevant tax authorities may disagree with the taxable income we report and may also dispute our interpretation of applicable tax legislation
relating, among other things, to taxes on natural resources and inter-company agreements.
CFC
taxation
The
Company operates in multiple countries worldwide. Under certain conditions, tax laws in certain jurisdictions provide that income from
passive activities (and in certain cases, active activities) of Controlled Foreign Companies ("CFC") is considered taxable income, even
if not distributed. These conditions include, among other factors, the ratio between active and passive income and tax rates applied in
the foreign jurisdictions. Although the Company is acting in accordance with the relevant tax legislation, there is a risk that tax authorities
will require additional tax payments, to the extent that the Company's position regarding meeting the conditions of Controlled Foreign
Companies (CFC) will not be accepted.
Changes
in valuations and estimates, which serve as a basis for analyzing our contingent liabilities and for the recognition and measurement of
assets and liabilities, including provisions for waste removal and the reclamation of mines, may materially and adversely affect our business,
financial condition and results of operations
As
part of the preparation and composition of our financial statements, we are required to exercise discretion, make use of valuations and
estimates and make assumptions that affect, among other things, the amounts of assets and liabilities, income and expenses. When formulating
such estimates, we are required to make assumptions concerning circumstances and events that involve uncertainty, such as legal claims
pending against ICL. We exercise our discretion based on our past experience, various facts, external factors and reasonable assumptions,
according to the circumstances relevant to each estimate. It should be noted that actual results may differ, and even materially so, from
such estimates which may materially and adversely affect our business, financial condition and results of operations. For further information,
see Note 2 to our Audited Financial Statements.
ICL
Group Limited 20
We
have expanded, and may continue to expand, our business through mergers and acquisitions, investment in new markets, the integration of
new products into existing markets, and organizational restructuring aimed at increasing efficiency and production capacity while reducing
operational costs. These activities may divert management attention and resources, require significant expenditures, disrupt our existing
operations, or underperform relative to expectations, any of which could adversely affect our financial condition and results of operations
Negotiation
processes with respect to potential acquisitions or joint ventures, as well as the integration of acquired or jointly developed businesses,
require management to invest time and resources, in addition to significant financial investments, and we may not be able to realize or
benefit from the potential involved in such opportunities. Future acquisitions could lead to substantial cash expenditures, dilution due
to issuance of equity securities, the incurrence of debt and contingent liabilities, including liabilities for environmental damage caused
by acquired businesses prior to or after the date we acquired them, a decrease in our profit margins, impairment of intangible assets
and goodwill; and increased governmental oversight over the Company’s activity in certain areas. There is no guarantee that businesses
that have been or will be acquired will be successfully integrated with our current businesses and operations, and we may not realize
the anticipated benefits of such acquisitions and even incur losses as a result thereof.
Some
of our partners or potential partners in these business initiatives are governments, governmental bodies or publicly owned companies.
We may face certain risks in connection with our investments in partnerships including, for example, if the needs, desires or intents
of our partners change, if the government changes or if the ownership structure of our partners changes.
In
addition, we are deploying several initiatives to improve our existing operations, including the introduction of new products into existing
markets, such as at Boulby, the pursuit of growth in new territories, and efforts to increase production efficiency and reduce operating
costs at our facilities.
If
these initiatives are unsuccessful – including our efforts to enter established markets with new products or our inability to meet
operational and financial forecasts – our business, financial condition, results of operations, and competitive position could be
materially and adversely affected. Such outcomes could also impair our ability to execute planned investments and may require adjustments
to our long‑term strategic approach. In these circumstances, we may need to reevaluate our continued activities in these businesses,
which could further adversely affect our operating results and financial condition and potentially result in write‑downs, impairments,
or other charges.
From
time to time, we may also decide to modify our corporate strategy, including by discontinuing, downsizing, or divesting certain activities,
business lines, or geographic operations. Such strategic changes may involve significant costs, operational disruptions, workforce reductions,
or the loss of revenues associated with discontinued activities. In certain cases, these actions may also require the closure of complex
operational sites or facilities, which could result in substantial closure-related expenses, including the impairment of assets. These
actions may also require significant management attention and resources and may not achieve the intended benefits within the expected
timeframe, or at all. As a result, changes in our strategic direction could adversely affect our operating results, financial condition,
and long‑term growth prospects.
ICL
Group Limited 21
As
a multinational company, our financial results may be adversely affected by currency fluctuations and restrictions, as well as by credit
risks
Our
global activities expose us to the impact of currency exchange rate fluctuations. Our financial statements are prepared in US dollars.
Our sales are in a variety of currencies, primarily in US dollars and euros. As a result, we are currently subject to significant foreign
currency risks that affect our financial results and may face greater risks as we enter new markets. We may also be exposed to credit
risks in some of these markets. The imposition of price controls and restrictions on the conversion of foreign currencies could also have
a material adverse effect on our financial results. Part of our operating costs are incurred in currencies other than US dollars, particularly
in euros, NIS, GBP, BRL and RMB. As a result, fluctuations in exchange rates between the currencies in which such costs are incurred and
the US dollar may have a material adverse effect on the results of our operations, the value of the balance sheet items measured in foreign
currencies and our financial condition.
We
use derivative financial instruments and "hedging" measures to manage some of our net exposure to currency exchange rate fluctuations
in the major foreign currencies in which we operate. However, not all of our potential exposure is covered, and certain elements of the
Company’s financial statements are not fully protected against foreign currency exposures. Therefore, our exposure to exchange rate
fluctuations could have a material adverse effect on our financial results.
See
“Item 11 – Quantitative and Qualitative Disclosures about Market Risk — Exchange Rate Risk”.
Because
some of the Company’s liabilities bear interest at variable rates, we are exposed to the risk of interest rate increases that could
materially and adversely affect our business, financial condition and results of operations
A
portion of our liabilities bear interest at variable rates and therefore, we are exposed to the risk stemming from an increase in interest
rates. Such increase in interest rates may also occur as a result of a downgrade in our credit ratings.
From
time to time, the Company utilizes financial instruments, including derivatives, to hedge such exposures. The Company uses interest rate
swaps and cross-currency swap contracts mainly to mitigate cash flow risk arising from fluctuations in interest rates.
An
increase in interest rates would increase our financing expenses and could materially and adversely affect our business, financial condition
and results of operations.
We
may be exposed to material fines, penalties and other sanctions and other adverse consequences arising out of FCPA investigations and
related matters
We
are required to comply with the US Foreign Corrupt Practices Act (the "FCPA"), the UK Bribery Act and similar anti-corruption laws in
other jurisdictions around the world where we operate. We do business in countries that may be considered as high risk in this regard.
Compliance with these laws has been subject to increasing focus and activity by regulatory authorities, both in the US and elsewhere,
in recent years. Actions by our employees, as well as third party intermediaries acting on our behalf, in violation of such laws, whether
carried out in the US or elsewhere in connection with the conduct of our business, could expose us to significant liability for violations
of the FCPA or other anti-corruption laws and accordingly may have a material adverse effect on our reputation and our business, financial
condition and results of operations.
ICL
Group Limited 22
Any
cyberattack, interruption, breakdown, destruction, disruption, cybersecurity breach or other similar incident with respect to our, or
our vendors’ or service providers’, IT systems, OT systems or infrastructure could adversely affect our business
Our
information technology (IT) systems and operational technology (OT) systems, including our hardware, software and telecommunications networks,
as well as those of our third-party vendors and service providers, are critical to the operation of our business, including our ability
to successfully perform day-to-day operations.
Any
cyberattack, interruption, breakdown, destruction, disruption, cybersecurity breach or other similar incident with respect to our, or
our third-party vendors’ or service providers’, IT systems, OT systems or infrastructure by authorized or unauthorized persons
could materially and adversely affect our business and operations and, in some cases, even lead to environmental damage or other harm
or damage to the civilian population located in the vicinity of our production facilities. We may not be able to anticipate, detect or
react to such incidents in a timely manner or adequately remediate any such incidents. Moreover, such incidents could also disrupt sensitive
production facilities or the security thereof; compromise our, or our third-party vendors’ or service providers’, systems
or networks; result in theft, loss or destruction of information, money or other assets; require significant management attention and
resources; result in the violation of applicable data privacy and cybersecurity laws and regulations; subject us to legal liabilities,
damages, penalties, fines, enforcement actions and notification obligations; negatively impact our reputation among our customers, business
partners and the public, and cause us to incur significant costs, any of which could have a material adverse effect on our business, financial
condition and results of operations.
The
increasing use of artificial intelligence (“AI”) and advanced digital technologies in our operations and across the industries
in which we operate may expose us to new and evolving risks. These risks include potential errors or biases in AI-driven systems, data
privacy and cybersecurity vulnerabilities, regulatory uncertainty, and reliance on third-party technology providers. In addition, the
rapid pace of technological change may require ongoing investments and adaptations, and failure to effectively implement, manage, or govern
AI technologies could adversely affect our operational efficiency, decision-making processes, reputation, and results of operations.
Our
systems and networks, as well as those of certain third-party vendors and service providers, have been, and are expected to continue to
be, the target of malware and other cyberattacks. Despite our investment in measures to mitigate these risks, we cannot guarantee that
these measures will be successful in preventing any compromise, disruption or failure of our data or our IT systems, OT systems or infrastructure.
We also have a limited ability to control or monitor the operations and security of our third-party vendors and service providers, and
there can be no assurance that the data, IT systems, OT systems or infrastructure owned or controlled by such third parties will be secure.
Furthermore, we may have limited recourse with such third-party vendors or service providers in the event an issue arises. As we become
more dependent on IT systems, OT systems and infrastructure to conduct our operations, and as the number, sophistication and severity
of cyberattacks increases, the risks associated with cybersecurity increase. Additionally, as cybersecurity threats and incidents continue
to evolve, we may be required to incur additional expenses to enhance our protective measures or to remediate any information security
vulnerability, security breach or other similar incidents.
ICL
Group Limited 23
These
risks apply to both our operations and to the operations of third parties crucial to our business. Cybersecurity threats and incidents,
characterized by uniqueness, persistence and constant evolution, may be carried out by organized crime, terrorists, hacktivists, nation-states,
state-sponsored organizations or other threat actors with malicious intentions and significant resources and sophistication, any of which
may see their frequency increased and effectiveness enhanced by the increasing use of artificial intelligence (AI). Given the high level
of threat and sophistication, robust defense capabilities and increased resources are imperative, but cannot guarantee complete protection
from cybersecurity risks. These risks encompass various forms, including, but not limited to, installation of malicious software, ransomware,
viruses, social engineering (including phishing attacks and other forms of digital impersonation), denial of service attacks, employee
theft or misuse, unauthorized access to data, software bugs, server malfunctions, software or hardware failure, and other cybersecurity
threats and incidents. These risks may derive from human error, fraud or malice from employees or third parties or accidental technological
failure and have increased in frequency, scope and potential impact in recent years, posing challenges in effective detection, defense,
mitigation and remediation. Notably, these risks have been heightened in connection with ongoing global conflicts and other geopolitical
events, and we cannot be certain how this new risk landscape will affect our operations. When geopolitical conflicts develop, critical
infrastructures may be targeted by nation-states or state-sponsored organizations even if they are not directly involved in the conflict,
and there can be no assurance that our business will not become a potential target.
Our
operations also depend on the timely backups, maintenance, upgrade, software updates and replacement of such systems. While we regularly
evaluate the need to backup, maintain, upgrade, update or replace such systems to protect our operations, stay current on products
offered by our third-party vendors and service providers, and improve the efficiency and scope of our IT and OT capabilities, such
efforts may not result in the productivity or cybersecurity improvements at the levels anticipated or could adversely impact our
operations by requiring substantial capital expenditures, diverting management’s attention, or causing delays, disruptions or difficulties
in transitioning to new systems. Any of the foregoing, if not anticipated or appropriately mitigated, could have an adverse and material
effect on our business, financial condition and results of operations.
Even
though the Company has insurance coverage associated with the foregoing, it may not be sufficient to cover all potential losses. We also
cannot ensure that our existing cybersecurity insurance coverage will be sufficient to cover the successful assertion of one or more large
claims against us, continue to be available on acceptable terms, or at all, or that the insurer will not deny coverage as to any future
claim.
For
further information on our cybersecurity policies and measures, see “Item 16K — Cybersecurity.”
ICL
Group Limited 24
Compliance
with and changes in data privacy and cybersecurity laws and regulations could require us to make substantial capital expenditures and
incur costs and liabilities and adversely affect our performance
In
the ordinary course of business, we collect, use, store, disclose, transfer and otherwise process personal information, including personal
information specific to employees, customers, vendors and other individuals. We may transfer some of this personal information to third
parties with whom we do business, such as our third-party vendors and service providers. Accordingly, we are subject to a variety of stringent
data privacy and cybersecurity laws and regulations at the state, federal and international level, as well as contractual requirements,
industry standards and other obligations related to data privacy and cybersecurity. For example, at the US state level, we are subject
to, among other things, the California Consumer Privacy Act, as amended by the California Privacy Rights Act, which gives California residents
certain rights with respect to their personal information. At the US federal level, we are subject to, among other things, the authority
of the US Federal Trade Commission, which initiates enforcement actions in response to cybersecurity breaches and regulates unfair or
deceptive acts or practices, including with respect to data privacy and cybersecurity. At the international level, we are subject to,
among other things, the EU’s General Data Protection Regulation (the “GDPR”) and, following the withdrawal of the UK
from the EU, the UK General Data Protection Regulation (i.e., a version of the GDPR as implemented into UK law), both of which impose
strict obligations and restrictions concerning the processing of personal data and provide certain individual privacy rights to persons
whose data is processed. While the GDPR and UK GDPR currently remain substantially similar, the U.K. government has adopted reforms to
its data protection framework in the Data (Use and Access) Act 2025, which became law on June 19, 2025 (with implementation phased between
June 2025 and June 2026) and will introduce significant changes from the GDPR.
Additionally,
our operations are subject to Israeli law, specifically the Israeli Protection of Privacy Law and the Israeli Protection of Privacy Regulations
(Data Security). These legal frameworks establish principles and obligations related to the processing of personal data within the jurisdiction
of Israel, emphasizing lawful processing, data subject rights, and the implementation of robust data security measures.
The
legal and regulatory environment surrounding data privacy and cybersecurity is rapidly evolving, and such laws and regulations may be
interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted
and applied in ways that may have a material and adverse impact on our business. While we have implemented certain measures designed to
comply with applicable data privacy and cybersecurity laws and regulations, as well as contractual requirements, industry standards and
other obligations, such laws and regulations are in some cases relatively new and the interpretation and application of these laws and
regulations are uncertain. Thus, there can be no assurance that our efforts will be deemed compliant with such laws and regulations. As
discussed earlier, we are also subject to the risks of cybersecurity threats or incidents, which may themselves result in a violation
of such laws and regulations and may require us to report certain incidents to affected individuals or the relevant regulatory authorities.
Compliance with these laws and regulations, other similar laws and regulations that may be enacted in the future and other applicable
data privacy and cybersecurity obligations could also cause us to incur substantial costs or require us to change our business practices,
including our data practices, in a manner adverse to our business. Any failure, or perceived failure, by us to comply with applicable
data privacy and cybersecurity obligations could result in enforcement actions, investigations, litigation, imposition of fines or civil
or criminal penalties. We also post public privacy policies and other documentation regarding our collection, use, storage, disclosure,
transfer and other processing of personal information, and any actual or perceived failure to comply with our published privacy policies
and other documentation may carry similar consequences if our published policies and other documentation are found to be deceptive, unfair
or misrepresentative of our actual practices. Any of the foregoing could have a material adverse effect on our business, financial condition
and results of operations.
ICL
Group Limited 25
Failure
to retain and/or recruit personnel for key operational/professional positions, or to attract additional executive and managerial talent,
could materially and adversely affect our business
Given
the complexity of our businesses and their global reach, we rely upon our ability to recruit and retain skilled management and other employees, including
engineers, agronomists, scientists, technical equipment operators, programmers, data scientists, and other employees with special expertise.
Much of our competitive advantage is based on the expertise, experience and know-how of our key personnel. Any loss of service from key
members of our organization, or any reduction in our ability to continue to attract high-quality employees, may delay or prevent the achievement
of major business objectives and may have a material adverse effect on our business, financial condition and results of operations.
We
may not succeed in reducing our operating expenses through the various efficiency programs implemented across the Company's
sites
To
cope with the challenging business environment prevailing in recent years and the increasing level of competition, we constantly review
our total expenses and cost structure, and accordingly implement, from time to time, various efficiency programs designed to reduce costs.
Such programs are subject to risks and uncertainties, and actual results may differ, even materially, from those planned or expected,
and might adversely affect our business and operations, as well as our ability to realize other aspects of our strategy.
The
Company relies on access to capital markets as it borrows money from various sources to fund its operations and it frequently engages
in refinancing activities
The
level at which the Company is leveraged could affect our ability to obtain additional financing for acquisitions, refinancing existing
debt, working capital or other purposes, could adversely affect our credit rating, and could make us more vulnerable to industry downturns
and competitive pressures, as well as to interest rate and other refinancing risks. In addition, capital markets have been more volatile
in recent years. Such volatility may adversely affect our ability to obtain financing on favorable terms at times in which we need to
access the capital markets. Our ability to refinance existing debt and meet our debt service obligations will be dependent upon our future
performance and access to capital markets, which will be subject to financial, business and other factors affecting our operations (including
our long-term credit ratings), many of which are beyond our control. Our credit rating may be downgraded, among other things, due to our
future performance, the degree we are leveraged and deterioration of the business environment.
The
instruments relating to our debt contain covenants and, in some cases, require us to meet certain financial ratios. Failure to comply
with financial covenants could result in an event of default under the applicable instrument, which could result in the related debt and
the debt issued under other instruments becoming immediately due and payable. In such event, we would need to raise funds from alternative
sources, which may not be available to us on favorable terms or at all. Alternatively, any such default could require us to sell our assets
or otherwise curtail operations in order to satisfy our obligations to our creditors.
In
September 2021, the Company entered into a sustainability linked loan (SLL) agreement and in April 2023, into a Sustainability-Linked
Revolving Credit Facility Agreement, both of which includes sustainability performance targets, any failure to comply with these targets
or failure to successfully track certain measurements we need to provide pursuant to the SLL, may result in penalties and impede our efforts
to raise funds, which may not be available to us on favorable terms or at all, especially as such loans become increasingly common. For
further information, see Note 13 to our Audited Financial Statements.
The
Company is exposed to risks relating to its current and future activity in emerging markets
We
operate in several emerging markets and may have future activities in additional emerging markets. Activity in these regions is exposed
to the socioeconomic conditions, as well as to the laws and regulations governing the agricultural, food and industrial sectors in these
countries. The additional risks entailed in operating in emerging markets include, but are not limited to, high inflation rates; extreme
fluctuations in exchange rates, martial law, war or civil war; social unrest; organized crime; expropriations and nationalizations; rescindment
of existing licenses, approvals, permits and contracts; frequent and significant changes in taxation policies; restrictions on the use
and trade of foreign currency. Governments in certain jurisdictions often intervene in the country’s economy, and at times even
introduce significant changes to policy and regulations. Changes in the policies governing the food, agricultural and industrial sectors
or changes in political attitudes in the countries wherein we operate could adversely affect our operations or profitability. Our operations
could be affected at various degrees by governmental regulations relating to production limitations, price controls, controls of export,
currency transfer, product imports and supply, taxes and royalties, divesture of property, licenses, approval and permits, environmental
issues, real estate claims by residents, water use and workplace safety. Failure to comply with domestic laws, regulations and procedures
may result in the loss, revocation or divesture of licenses, or the imposition of additional local oversight of activities or other interests.
We monitor developments and policies in emerging markets in which we operate and regularly assess their potential effect on our operations;
however, such developments cannot be accurately anticipated, and, if they occur, could adversely and materially affect our business and
profitability.
ICL
Group Limited 26
Risks
Related to Our Industry
Sales
of our fertilizer products are subject to the conditions in the agricultural industry
Most
of our fertilizer products are sold to producers of agricultural produce. Fertilizer sales may be adversely affected as a result of a
decline in agricultural produce prices or the availability of credit, or other events that cause farmers to plant less and consequently
reduce their use of fertilizers. For example, periods of high demand, increasing profits, and high-capacity utilization tend to lead to
new investment in crops and increased production. This growth increases supply until the market becomes over‑saturated, leading
to declining prices and capacity utilization, until the cycle repeats. As a result, the prices and quantities of fertilizer products sold
have been volatile. As potash and phosphate prices and quantities sold have a very significant influence on our business results, low
prices and/or low quantities could cause our results of operations to fluctuate and, potentially, materially deteriorate.
The
prices at which we sell our fertilizer products, and our sales volumes could fall in the event of industry oversupply conditions, which
could have a material adverse effect on our business, financial condition and results of operations. Alternatively, high prices may lead
our customers to delay purchases in anticipation of lower prices in the future, thereby decreasing our sales volumes. These factors could
materially and adversely affect our business, financial condition and results of operations.
In
addition, government policies, and specifically, subsidy levels, may affect the number of agricultural crops and, as a result, sales of
our fertilizer products. Generally, reductions in agricultural subsidies to
the farmer or increases in subsidies to local fertilizer manufacturers in countries where we sell our products have an adverse effect
on our fertilizer business. In addition, the ongoing trade dispute between the US and China may also affect the sales of some of the Company’s
products through continued imposition of existing tariffs or increased tariffs or other trade barriers that may negatively affect our
sales directly and/or indirectly by affecting our customers’ business and operations, which in turn could materially and adversely
affect our business, financial condition and results of operations.
Finally,
the agricultural industry is strongly affected by local weather conditions. Conditions such as heavy storms, long periods of drought,
floods, or extreme seasonal temperatures could affect the local crop’s quality and yield and cause a reduction in the use of fertilizers.
Loss of sales in an agricultural season in a target country as a result of weather‑related events can cause a loss of sales for
the entire year.
Sales
of our Industrial Products and Phosphate Solutions segments’ products are affected by various factors that are not within our control,
including developments in the end markets of industrial materials and
food, legislative changes, increased competition, recession or economic slowdown and changes in currency exchange rates
Sales
of products in our Industrial Products and Phosphate Solutions segments are affected by global economic conditions in the markets in which
we operate. For example, our sales may be affected by a slow economic recovery or any reversal thereof in Europe. In addition, we have
significant manufacturing operations in Europe, and a large portion of our European sales are denominated in euros, while some of our
competitors are manufacturers located outside Europe whose operational currency is the US dollar. As a result, a strengthening of the
euro exchange rate against the US dollar increases the competitive advantage of these competitors. Furthermore, increased competition,
including the entry of new competitors and substitute products in the industrial products markets, could exert additional pressure on
prices, market share, and margins, and adversely affect our business and results of operations.
ICL
Group Limited 27
The
sales of oil drilling products depend on the extent of operations in the oil drilling market, mainly in deep-sea drilling, which in turn
is dependent on oil prices, and on the decisions of oil companies regarding rates of production.
The
operation of the Phosphate Solutions segment in the food industry is affected by legal provisions and licensing regulations relating to
health. This area is characterized by stringent regulatory requirements that are updated from time to time by enforcement agencies. Adjustments
of our operations to the changes in regulation, including the technological complexity and feasibility of such adjustments, may adversely
affect the sales of our products.
In
addition, the ongoing trade dispute between the US and China may also affect the sales of some of our products through continued imposition
of existing tariffs or increased tariffs or other trade barriers that may negatively affect our sales directly and/or indirectly by affecting
our customers’ business and operations, which could materially and adversely affect our business, financial condition and results
of operations.
Sales
of our magnesium products are affected by various factors that are not within our control, including developments in the end markets of
magnesium, legislative changes, recession or economic slowdown, changes in currency exchange rates, antidumping and countervailing duties
Sales
of our magnesium products are affected by global economic conditions in the markets in which we operate. For example, our sales may be
affected by any economic reversal in the aluminum sector, steel sector, and the casting sector of parts made using magnesium alloys (mainly
for uses in the vehicle industry).
In
addition, environmental regulations, significant changes in the US dollar against the NIS exchange rate and trade barriers may negatively
affect our results of operation directly and/or indirectly by affecting our customers’ business and operations, which could materially
and adversely affect our business, financial condition and results of operations.
The
Company’s magnesium activities may be subject to antidumping and countervailing duties on imports of magnesium that are imposed
in order to protect the local producer in the target markets. If such duties are imposed, it may result in difficulties or inability to
sell our magnesium products in these markets and thus negatively affect the Company's magnesium activities economic viability.
Our
operations are subject to a crisis in financial markets
As
a multinational company, ICL's financial results are affected by global economic trends, changes in trade and financing terms, and fluctuations
in currency exchange rates. A crisis in the financial markets could result in a reduction in the international sources of credit available
for the purpose of financing business operations. The impact of such a crisis might be expressed in terms of availability of credit to
us and the price of credit or reduce our customers’ ability to pay us for past or future purchases.
ICL
Group Limited 28
As
a leading global specialty minerals company, the nature of our activities means that we are inherently exposed to hazards relating to
materials, processes, production and mining
We
are subject to hazards inherent in chemical manufacturing and the related storage and transportation of raw materials, products and waste.
These hazards include explosions, fires, mechanical failures, remediation complications, chemical spills and discharges or releases of
toxic or hazardous substances. During our mining operations, particularly underground mining, additional hazards may occur, such as high
levels of temperature requiring proper ventilation of the mine, high levels of dust which negatively affect the mining operation, flooding
of the mine and others. These hazards can cause severe damage to or destruction of property and equipment, environmental damage, personal
injury and loss of life and may result in suspension of operations and the imposition of civil or criminal penalties.
Our
manufacturing facilities contain sophisticated manufacturing equipment. In the event of a major disruption in the operations of any of
this equipment, we may not be able to resume manufacturing operations for an extended period. The occurrence of material operating problems
at our facilities may have an adverse and even material effect on us during and after the period of such operational difficulties, and
expose us to significant liabilities and costs, dependent on the continued operation of our production facilities. For example, a malfunction
in the operation of the dredger as part of the salt harvesting activity in DSW, designed to maintain a fixed brine volume at Pond 5, could
harm, and even materially so, the production capacity of extracted minerals, and thereby adversely and materially affect our operations.
For
further information, see “Item 4 – Information on the Company — B. Business Overview”, and Note 18 to our Audited
Financial Statements.
Accidents
occurring during our industrial and mining operations, including failure to ensure the safety of our workers and processes, could adversely
affect our business
Various
occupational hazards are inherent in our industrial and mining operations. Thus, our operations require that we take special precautionary
measures to maintain a safe and healthy work environment. To ensure the safety of workers and others in the Company's facilities, we are
subject to strict occupational health and safety standards, prescribed by local, national and international laws, regulations and standards.
Additionally, we are exposed to operational risks associated with industrial or engineering activities, such as maintenance problems or
equipment failures.
Some
of our manufacturing or marketing activities (and sometimes transportation and storage as well) entail safety risks that we attempt to
minimize but are unable to eliminate. In various countries, including Israel and the US, legislation exists that can impose liability
on us irrespective of our actual intent or negligence. Other laws impose liability on defendants jointly and severally, and sometimes
retroactively, and therefore can cause us to be liable for activities executed jointly with others and at times solely by others.
Failure
to implement, or a deviation from our safety measures and standards, or failure to prevent or appropriately respond to a safety-related
incident, or other operational risks, may result in personnel injuries or fatalities, production shutdowns, disruption of operations and
significant legal and financial liabilities. The occurrence of material safety incidents at our facilities could have a material adverse
effect on us, and we may be exposed to substantial liabilities and costs under such circumstances.
For
further information, see “Item 4 – Information on the Company — B. Business Overview “.
ICL
Group Limited 29
We
are exposed to the risk of third‑party and product liability claims
We
are also exposed to risk of liability related to damage caused to third parties by our operations or by our products. We have third‑party
liability insurance for damages caused by our operations and for product liability. However, there is no certainty that this insurance
will fully cover all damage for such liability, and we may not be able maintain insurance at a reasonable cost. Moreover, sales of defective
products by us might lead to a recall of products by us or by our customers. In addition, the sale of defective products, as well as damage
caused to third parties, by our activities or our products may harm our public image and reputation and, as a result, materially and adversely
affect our business, financial condition and results of operations.
Product
recalls or other liability claims as a result of food safety and food-borne illness concerns could materially and adversely affect us
We
develop and produce functional food ingredients and supplements, as well as phosphate additives for the food industry. Selling ingredients,
supplements and additives used in products sold for human consumption involves inherent legal and other risks, including product contamination,
spoilage, product tampering, allergens, or other adulteration. We could decide to, or be required to, recall products due to suspected
or confirmed product contamination, adulteration, misbranding, tampering, or other deficiencies. Product recalls or market withdrawals
could result in significant losses due to their costs, the destruction of product inventory, and lost sales due to the unavailability
of the product for a period of time.
Because
food safety issues could be experienced at the source or by food suppliers or distributors, food safety could, in part, be beyond our
control. Regardless of the source or cause, any report of food-borne illness or other food safety issues such as food tampering or contamination
of products that contain our ingredients or additives could adversely impact our reputation, hindering our ability to renew contracts
on favorable terms or to obtain new business, and have a negative impact on our sales. Even instances of food-borne illnesses, food tampering
or contamination of products that do not contain our ingredients or additives could result in negative publicity and could negatively
impact on our sales.
We
may also incur losses if our products or operations violate applicable laws or regulations, or if our products cause injury, illness,
or death. A significant product liability claim, legal judgment, regulatory enforcement action against us, or product recall, may materially
and adversely affect our reputation and profitability. Awards of damages, settlement amounts and fees and expenses resulting from such
claims and the public relations implications of any such claims could have an adverse effect on our business. The availability and pricing
of insurance coverage for damages claims are subject to market conditions beyond our control, and such insurance may not cover all related
costs or damages to our reputation. Furthermore, even unfounded or unsuccessful claims may generate negative publicity that could materially
and adversely affect our business, financial condition and results of operations.
ICL
Group Limited 30
Our
insurance policies may not be sufficient to cover all actual losses that we may incur in the future
We
maintain, among others, property, environmental, business interruption, cyber, casualty, professional and malpractice insurance policies.
However, we are not fully insured against all potential hazards and risks incidental to our business, including damages which may be caused
by the negligence of our employees. We are subject to various self‑retentions and deductibles under these insurance policies. As
a result of market conditions, our loss experience and other factors, our premiums, self‑retentions and deductibles for insurance
policies can increase substantially and, in some instances, certain insurance may become unavailable or available only for reduced amounts
of coverage. In addition, significantly increased costs could lead us to decide to reduce, or possibly eliminate, coverage. As a result,
a disruption of the operations at one of our key facilities or a significant casualty could have a material adverse effect on our financial
condition and results of operations. Furthermore, our insurance may not fully cover our expenses related to claims and lawsuits that may
be filed against us, or expenses related to legislation that is being promoted and enacted with adverse effect on us. In addition, it
is possible that there are risks that we did not identify and are thus not covered by the insurance policies acquired by the Company.
Risks
Related to Our Operations in Israel and/or to the Company being an Israeli Company
Due
to our location in Israel and/or being an Israeli company, which also operates outside of Israel, our business and operations may be exposed
to war or acts of terror
War,
acts of terror and/or governmental instability in the regions where we operate are likely to negatively impact us. This impact may manifest
itself in production delays, distribution delays, loss of property, increasing cyber-attacks, injury to employees, political sanctions
and difficulties in obtaining insurance coverage or increased insurance premiums. In addition, the company may face risks relating to
boycotts, sanctions, bans, and other targeted actions due to geopolitical factors associated with its Israeli origin. These actions can
lead to decreased sales and revenue, reputational damage, operational disruptions, and legal challenges.
Our
plants may be potential targets for terrorist acts due to the nature and volume of chemicals stored on site. As of the date of the reports,
we maintain partial property and business interruption insurance coverage for damage arising from war or acts of terror, in addition to
compensation from the State of Israel pursuant to applicable Israeli law, which covers physical property damage only and does not take
into account reinstatement values. While we have not experienced any material business interruptions due to war or acts of terror since
the establishment of our initial facilities in the 1950s, there can be no assurance that such interruptions will not occur in the future.
Our
IT systems, OT systems, and infrastructure, and those of our third-party vendors and service providers constitute a basic platform for
operational continuity and are also potential targets of malware and other cyberattacks. Potential cybersecurity threats and incidents
can cause, among other things, damage to such systems and our plants, data loss, software vulnerability and external and internal access
to sensitive and confidential information, including personal information. We have implemented a plan designed to safeguard and back up
such systems. Such implementation includes separation of our information networks from the computerized process systems, physical protection
of the computer rooms and terminals and training of employees. However, there is no assurance that the Company will successfully accomplish
complete protection from cybersecurity risks. For more information, see “Any cyberattack, interruption, breakdown, destruction,
disruption, cybersecurity breach or other similar incident with respect to our, or our vendors’ or service providers’, IT
systems, OT systems or infrastructure could materially and adversely affect our business”.
ICL
Group Limited 31
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. On February 28, 2026, a coordinated
attack by Israel and the United States was launched in response to threats from Iran, which subsequently escalated into a conflict involving
Lebanon along Israel’s northern border. The security situation over the past two years, including recent developments, 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.
The
ultimate impact of war, acts of terror and/or governmental instability is highly uncertain and subject to change. To the extent such events
negatively impact our business, results of operations, liquidity or financial condition, they may also amplify many of the other risks
described in this “Risk Factors” section.
We
conduct operations in Israel and therefore our business, financial condition and results of operations may be materially and adversely
affected by political, economic and military instability in Israel and its region
Our
headquarters, some of our operations, and some of our mining facilities are located in Israel and many of our key employees, directors
and officers are residents of Israel. Accordingly, political, economic and security conditions in Israel and the surrounding region may
directly affect our business. Since the establishment of Israel in 1948, a number of armed conflicts have occurred between Israel and
its Arab neighbors, as well as Iran, Hamas (an Islamist militia and political group in the Gaza Strip), Hezbollah (an Islamist militia
and political group in Lebanon), and additional militant groups. The most recent conflict is the war in the south of Israel, which escalated
to other areas and is still ongoing despite recent cease-fire agreements that may escalate at any time. In addition, some of our manufacturing
and mining facilities in Israel are located in close proximity to international borders and in areas that are not fully fenced or continuously
protected by military or security forces. As a result, these facilities may be particularly vulnerable to security incidents, infiltration
attempts, or other hostile activities, which could lead to damage to property, injury to personnel, business interruption, and increased
security costs.
ICL
Group Limited 32
Any
hostilities involving Israel or the interruption or curtailment of trade within Israel or between Israel and its trading partners, including
shipping route disruptions, could materially and adversely affect our business, financial condition and results of operations and could
result in, inter alia, lowering the credit rating of the State of Israel, making it more difficult for us to raise capital. Recent political
uprisings, social unrest and violence in various countries in the Middle East and North Africa, including some of Israel’s neighbor
states, are affecting the political stability of those countries. This instability may lead to further deterioration of the political
relationships that exist between Israel and these countries and has raised concerns regarding security in the region and the potential
for more armed conflict. In addition, Iran threatens to continue attacking Israel and is widely believed to be developing nuclear weapons.
Any
armed conflicts, terrorist activities or political instability in the region could materially and adversely affect our business, financial
condition and results of operations. In addition, the political and security situation in Israel may result in parties with whom we have
agreements involving performance in Israel claiming that they are not obligated to comply with their undertakings under those agreements
pursuant to force majeure provisions in such agreements. In addition, because we are an Israeli company, our sales may be subject to economic
boycotts or other sanctions on our products.
Our
operations may be disrupted as a result of the obligation of Israeli citizens to perform military reserve service
Many
Israeli citizens are obligated to perform one month, and in some cases more, of annual military reserve service until the age of 45 (or
older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In the last two
years, as a result of the war in Israel, approximately 15% of ICL employees in Israel were drafted in multiple rounds for army reserve
duty. We made some adjustments to our operations, to meet customer commitments and production requirements without incurring any material
impact. Although periods of significant callups of military reservists have had no material impact on our operations to date, it is possible
that future military reserve duty rounds will adversely disrupt our operations.
It
may be difficult to enforce a US judgment against us and our directors and officers, in Israel or the US, or to serve process on our directors
and officers
We
are incorporated under Israeli law. Many of our directors and executive officers reside outside the US, and most of our assets are located
outside the US. Therefore, a judgment obtained in the US against us or many of our directors and executive officers, including one based
on the civil liability provisions of the US federal securities laws, may not be collectible in the US and may not be enforced by an Israeli
court. It also may be difficult for an investor to effect service of process on these persons in the US or to assert claims under the
US securities laws in original actions instituted in Israel.
ICL
Group Limited 33
Rights
and responsibilities as a shareholder are governed by Israeli law which may differ in some respects from the rights and responsibilities
of shareholders of US companies
We
are incorporated under Israeli law. The rights and responsibilities of the holders of our ordinary shares are governed by our Articles
of Association and Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders
in typical US corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith toward the company and
other shareholders and to refrain from abusing its power in the company, including, among other things, in voting at the general meeting
of shareholders on matters such as amendments to a company’s articles of association, increases in a company’s authorized
share capital, mergers and acquisitions and interested party transactions requiring shareholder approval. In addition, a shareholder who
knows that it possesses the power to determine the outcome of a shareholder vote or to appoint or prevent the appointment of a director
or executive officer in the company has a duty of fairness toward the company. There is limited case law available to assist us in understanding
the implications of these provisions that govern shareholders’ actions.
These
provisions may be interpreted to impose additional obligations and liabilities on holders of our ordinary shares that are not typically
imposed on shareholders of US corporations.
In
light of the Company’s listing for trading on a stock exchange in the US and considering the fact that our parent company is subject
only to the Israeli securities law, we are subject, in certain aspects, to both Israeli law and US law, a fact which may cause us to face
both reporting and legal conflicts.
In
recent years we have seen a significant rise in the filing of class actions in Israel against public companies, including derivative actions
against the company, its executives and Board members
In
recent years we have seen a significant rise in the filing of class actions and derivative actions in Israel against companies, executives
and Board members. While most of such claims are dismissed, companies like ICL are forced to increasingly invest resources, including
monetary expenses and investment of management attention due to these claims. This state of affairs could adversely affect the willingness
of our executives and Board members to make decisions that could benefit our business operations. Such legal actions could also be brought
with respect to the validity or reasonableness of decisions made by our Board of Directors.
Due
to the nature of such actions, these claims may be for very high amounts and the costs of defending against such actions may be substantial,
even if the claims are without merit from the outset. In addition, our insurance policies include coverage limitations, are restricted
to certain causes of action and may not cover claims for certain types of damages, including intangible damages.
For
information respecting legal proceedings and actions, see Note 18 to our Audited Financial Statements and “Item 8 - Financial Information—
A. Consolidated Statements and Other Financial Information”.
ICL
Group Limited 34
Risks
Related to Our Ordinary Shares
We
have one key shareholder who is our controlling shareholder. This controlling shareholder may influence decision making with which other
shareholders may disagree
As
of December 31, 2025, the Israel Corporation Ltd. (“Israel Corp.”) holds the controlling interest in the Company.
The
interests of Israel Corp. may differ from the interests of other shareholders. Israel Corp. exercises control over our operations and
business strategy and has sufficient voting power to control many matters requiring approval by our shareholders, including:
| • |
The composition of our Board of Directors (other than external
directors, as described under “Item 6 - Directors, Senior Management and Employees— C. Board Practices”. |
| • |
Mergers, acquisitions, divestitures or other business combinations.
|
| • |
Future issuances of ordinary shares or other securities.
|
| • |
Amendments to our Articles of Association, excluding provisions
of the Articles of Association that were determined by virtue of the Special State Share. |
| • |
Dividend distribution policy. |
In
addition, this concentration of ownership may delay, prevent or deter a change in control, or deprive the investor of a possible premium
for his ordinary shares as part of a sale of our Company. Moreover, because of the Company’s control structure, our shares may be
subject to low tradability, which may hinder the sale and/or exercise of our shares. Furthermore, Israel Corp. may conduct material transactions
in our shares, such as its existing margin loans that are secured by pledges of ICL shares, and/or in their organizational structure,
that we will not be able to influence but that may have a material adverse effect on our share price.
The
existence of a Special State Share gives the State of Israel veto power over transfers of certain assets and shares above certain thresholds,
and may have an anti‑takeover effect
The
State of Israel holds a Special State Share in our Company and in some of our Israeli subsidiaries. The Special State Share entitles the
State of Israel, among other things, to restrict the transfer of certain assets and some acquisitions of shares by any person that would
become a holder of specified amounts of our share capital. Because the Special State Share restricts the ability of a shareholder to gain
control of our Company, the existence of the Special State Share may have an anti‑takeover effect and therefore depress the price
of our ordinary shares. Furthermore, the existence of the Special State Share may prevent us from realizing and developing business opportunities
that may come across. In 2018, an inter-ministerial team was established, led by the Ministry of Finance, with the purpose of regulating
the authority and oversight concerning the Special State Share, as well as reducing the regulatory burden. In January 2019, the team's
work was suspended. The Company is unable to estimate the potential implications of this process, if any, but it is possible that the
introduction of regulatory provisions, coupled with stricter enforcement, could increase uncertainty in managing the Company’s operations
related to natural resources in Israel, and may have a material adverse effect on its business, financial condition, and results of operations.
If such process is completed and it leads to the replacement of the Special State Share, this could constitute a change of control under
our international bonds.
ICL
Group Limited 35
The
market price of our ordinary shares is subject to fluctuation, which could result in substantial losses for our investors
The
stock market in general, and the market price of our ordinary shares in particular, are subject to fluctuation, and changes in our share
price may occur independently of our actual operating performance. The market price of our ordinary shares on the TASE or NYSE has fluctuated
in the past and is expected to continue fluctuating in the future. The market price may be influenced by factors including, among others:
| • |
Expiration or termination of licenses and/or concessions.
|
| • |
Uncertainties and developments related to the DSW concession.
|
| • |
General stock market conditions. |
| • |
Decisions by governmental authorities affect our business.
|
| • |
Significant legal rulings impacting our operations and financial
results. |
| • |
Variations in our and our competitors’ results of operations.
|
| • |
Changes in earnings estimates or analyst recommendations.
|
| • |
Broader market dynamics and other factors, including factors
unrelated to our operating performance. |
These
factors and any corresponding price fluctuations may materially and adversely affect the market price of our ordinary shares and result
in substantial losses for our investors.
If
equity research analysts issue unfavorable commentary or cease publishing reports about our ordinary shares, the price of our ordinary
shares could decline
The
trading market for our ordinary shares relies in part on the research and reports that equity research analysts publish about us and our
business. The price of our ordinary shares could decline if one or more securities analysts downgrade our ordinary shares or if those
analysts issue other unfavorable commentary or cease publishing reports about us or our business.
Shareholders
may be diluted by the future issuance of additional ordinary shares, among other reasons, for purposes of carrying out future acquisitions,
financing needs, and also as a result of our incentive and compensation plans
As
at the date of this Annual Report, we have approximately 170 million NIS 1 par value (approximately $53 million) shares authorized
but unissued. We may choose to raise substantial equity capital in the future to acquire or invest in businesses, products or technologies
and other strategic relationships and to finance unanticipated working capital requirements to respond to competitive pressures. The future
issuance of additional ordinary shares, or any securities exercisable for or convertible into our ordinary shares, may dilute existing
shareholders reducing their percentage ownership.
For
example, as at the date of the report, there are about 30 million outstanding options for our ordinary shares that were issued under our
incentive and compensation plan. For further information, see Note 19 to our Audited Financial Statements and Item 6 - Directors, Senior
Management and Employees—E. Share Ownership.
ICL
Group Limited 36
We
may not be able to maintain our dividend payment
The
Company's dividend distribution policy is that the Company’s dividend distribution rate will be up to 50% of the annual adjusted
net profit. In addition, dividends will be paid as declared by the Board of Directors and may be discontinued at any time. All decisions
regarding dividend distributions are made by the Board of Directors, which considers various factors including our profits, investment
plans, financial position and additional factors as it deems appropriate. Dividend payments are not guaranteed, and our Board of Directors
may decide, in its exclusive discretion, at any time and for whatever reason, not to pay dividends, to reduce the rate of dividends paid,
to pay a special dividend, to modify the dividend payout policy or to adopt a share buyback program.
Our
ordinary shares are traded in different markets which may result in price variations
Our
ordinary shares have been traded on the Tel Aviv Stock Exchange (TASE) since 1992 and have been listed on the New York Stock Exchange
(NYSE) since September 2014. Trading in our ordinary shares on these markets occurs in different currencies (US dollars on the NYSE and
NIS on the TASE) and occurs at different times (resulting from different time zones, different trading days and different public holidays
in the US and Israel). The trading prices of our ordinary shares on these two markets may differ due to these and other factors. Any decrease
in the price of our ordinary shares on one of these markets could cause a decrease in the trading price of our ordinary shares on the
other market.
As
a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of applicable SEC and
NYSE requirements, which may result in less protection than is afforded to investors under rules applicable to domestic issuers
As
a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of those otherwise required
by the NYSE for domestic issuers. For instance, we have elected to follow home country practices in Israel with respect to, among other
things, composition and function of the Audit and Finance Committee and other committees of our Board of Directors and certain general
corporate governance matters. In addition, in certain instances we will follow our home country law, instead of NYSE rules applicable
to domestic issuers, which require that we obtain shareholder approval for certain dilutive events, such as an issuance that will result
in a change of control of our Company, certain transactions other than a public offering involving issuances of a 20% or more interest
in our Company and certain acquisitions of the stock or assets of another company. Following our home country corporate governance practices
as opposed to the requirements that would otherwise apply to a US company listed on the NYSE may provide less protection than is afforded
to investors under the NYSE rules applicable to domestic issuers.
In
addition, as a foreign private issuer, we are exempt from the rules and regulations under the US Securities Exchange Act of 1934, as amended
(the “Exchange Act”), related to the furnishing and content of proxy statements and the requirements of Regulation FD (Fair
Disclosure), and our directors, officers and principal shareholders are exempt from the short‑swing profit recovery provisions of
Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports
and financial statements with the SEC as frequently or as promptly as domestic companies whose securities are registered under the Exchange
Act.
The
Company has a history of quarterly fluctuations in the results of its operations due to the seasonal nature of some of its products and
its dependence on the commodities markets. Revenues below seasonal norms may disappoint investors and result in a decline in our share
price
We
have experienced, and expect to continue to experience, fluctuations in our quarterly results of operations due to the mix of products
we sell and the different countries in which we operate. Our sales have historically been stronger in the second and third quarters of
each year. In the past years, we are witnessing changes in seasonal patterns which are reflected in high off-season demand as a result
of governments’ food security strategies and the like, which increases uncertainty regarding future seasonality fluctuations. If,
for any reason, our revenues are below seasonal norms, we may not be able to recover these sales in subsequent periods, and our annual
results of operations may not meet expectations. If this occurs, the market price of our ordinary shares could decline.
ICL
Group Limited 37
Item 4 – INFORMATION
ON THE COMPANY
A. HISTORY AND
DEVELOPMENT OF THE COMPANY
Our
legal name is ICL Group Ltd. and our commercial name is ICL. We are a public company and operate as a limited liability company under
the laws of Israel. Our registered headquarters is located at Millennium Tower, 23 Aranha Street, P.O. Box 20245, Tel Aviv 61202,
Israel. The telephone number at our registered office is +972‑3‑684‑4400. Our website address is www.icl‑group.com.
The reference to our website is intended to be an inactive textual reference and the information on, or accessible through, our website
is not intended to be part of this Annual Report.
The
Company is subject to certain of the informational filing requirements of the Exchange Act. Since
the Company is a “foreign private issuer”, it is exempt from the rules and regulations under the
Exchange Act prescribing the furnishing and content of proxy statements. In addition, the Company is not required to file reports
and financial statements with the SEC as frequently or as promptly as US public companies
whose securities are registered under the Exchange Act. However, the Company is required
to make certain filings with the SEC, including an Annual Report on Form 20-F containing financial statements audited
by an independent registered public accounting firm. The SEC also maintains a website at http://www.sec.gov
that contains reports and other information that the Company files with or furnishes
electronically to the SEC. While, beginning March 18, 2026, officers and directors of the Company will be required to comply with the
reporting requirements of Section 16 with respect to their beneficial ownership of the Company’s securities, our principal shareholders
are not required to report beneficial holdings under Section 16(a) of the Exchange Act, and our directors, officers and principal shareholders
continue to be exempt from the insider short-swing profit recovery regime under Section 16(b) of the Exchange Act with respect to
their purchase and sale of ordinary shares.
ICL
was established in Israel in 1968 as a government-owned and -operated company in Israel and operates as a limited liability company under
the laws of Israel. In 1975, the shares of certain companies (including, among others, ICL Dead Sea, ICL Rotem, Dead Sea Bromine, Bromine
Compounds and Tami) were transferred to ICL. In 1992, following a decision of the Israeli government to privatize ICL, the State of Israel
published its tender prospectus, 20% of the Company's shares were sold to the public and its shares were registered for trading on the
Tel‑Aviv Stock Exchange (TASE). Prior to our public share issuance, a Special State Share in our Company and our main Israeli subsidiaries
was issued to the State of Israel (for further details regarding the terms of the Special State Share, see “Item 10 - Additional
Information— B. Memorandum, Articles of Association and Special State Share”).
In 1995, the State of Israel sold its controlling interest in the Company (representing approximately 24.9% of our shares) to Israel Corp.,
a publicly traded company on the TASE (ILCO), which was controlled at that time by the Eisenberg family. A majority of the ordinary shares,
held by the State of Israel, were sold during the following years. In 1999, the Ofer Group acquired the Eisenberg family’s shares
in Israel Corp. In 2000, the State of Israel ceased to be a stakeholder in terms of holding any of our ordinary shares, but it retained
its Special State Share. In September 2014, we listed our shares on the New York Stock Exchange, and they are currently traded in Tel
Aviv and in New York.
As
of December 31, 2025, Israel Corp. held approximately 43.11% of our outstanding ordinary shares and approximately 43.93% of the shareholders'
voting rights.
ICL
Group Limited 38
The
following is a list of significant acquisitions and divestitures over the last several years:
| • |
In January 2026, the Company acquired 49.9% of Bartek Ingredients'
shares. Bartek is 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 flavor profiles, extend shelf life, and improve overall product quality. |
| • |
In July 2024, the Company acquired Custom Ag Formulators (CAF),
a North American provider of customized agriculture formulations and products customized for growers. CAF offers a diverse assortment
of liquid adjuvants and enhanced nutrients, as well as various other specialty products. |
| • |
In February 2024, the Company acquired Nitro 1000, a manufacturer,
developer and provider of biological crop inputs in Brazil. Nitro 1000’s products mainly target soybean, corn and sugar cane crops,
and their application replaces or optimizes the use of fertilizers. These products help farmers increase profitability, as well as offer
more sustainable options. |
For
further information regarding our significant acquisitions, see Note 8 to the Audited Financial Statements. For information regarding
our principal capital expenditures during the last three fiscal years, see “Item 5 - Financial Results and Business Overview—
B. Liquidity and Capital Resources”.
B. BUSINESS OVERVIEW
Company
Overview
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.
Our
principal assets include:
| • |
Access to one of the world’s richest, longest‑life
and lowest‑cost sources of potash and bromine (the Dead Sea). |
| • |
A potash mine and processing facilities in Spain. |
| • |
Bromine compounds processing facilities in Israel, the Netherlands
and China. |
| • |
A unique integrated phosphate value chain that extends from phosphate
rock mines in Israel and in China to value‑added downstream products produced in facilities located in Israel, Europe, the US, Brazil,
Australia and China. Our specialty phosphates serve the food industry by providing texture and stability solutions to the meat, meat alternatives,
poultry, sea food, dairy and bakery markets, as well as numerous other industrial markets, such as metal treatment, water treatment, oral
care, carbonated drinks, asphalt modification, paints and coatings and more. |
ICL
Group Limited 39
| • |
Polysulphate® resources in the UK. |
| • |
Customized, highly effective specialty fertilizers that provide
improved value to growers, provide essential plant nutrition, optimize crop yields, and reduce environmental impact. |
| • |
A focused and highly experienced team of technical experts that
develop production processes, new applications, formulations and products for our agricultural and industrial markets. |
| • |
A strong crop nutrition sales and marketing infrastructure that
optimizes distribution channels of commodity, specialty and semi-specialty fertilizers by leveraging its commercial excellence, global
operational efficiency, region-specific knowledge, agronomic and R&D capabilities, logistical assets and customer relationships.
|
| • |
Research & Development and Innovation: We benefit from
our proximity to Israel’s global-leading high-tech and agri-tech eco-system, as well as our vast agronomy and chemistry knowledge
that we have accumulated over decades. Our extensive global R&D infrastructure includes 24 R&D and Innovation centers around the
world that employ 300 highly experienced personnel who have obtained our 945 active patents in 175 patent families. ICL's R&D unit
supports the development of new, innovative products, applications and formulations for each of our operating segments through internal
research, employee ideation and collaborative research with third parties. |
| • |
An extensive global logistics and distribution network with operations
in over 30 countries. |
For
the year ended December 31, 2025, we generated total sales of $7,153 million, operating income of $580 million, adjusted operating
income of $873 million, net income attributable to the shareholders of the Company of $226 million and adjusted net income attributable
to the shareholders of the Company of $465 million. See "Item 5 – Financial Results and Business Overview– A. Operating Results"
and Note 5 to our Audited Financial Statements.
Sales
in the Industrial Products segment totaled $1,254 million, with operating profit attributable to the segment of $220 million. The Potash
segment generated sales of $1,714 million and operating profit of $298 million. The Phosphate Solutions segment reported sales of $2,333
million and operating profit of $342 million. Sales in the Growing Solutions segment totaled $2,063 million, with operating profit attributable
to the segment of $135 million.
For
a breakdown of sales and a geographic market by segments, see “Item 5 – Financial Results and Business Overview— A.
Operating Results” and Note 5 to our Audited Financial Statements.
ICL
Group Limited 40
Markets
and Industries
General
Our
strategy focuses on addressing three global mega trends: food availability, access to mineral resources, and deglobalization. ICL positions
itself as a strategic player addressing these trends, supported by access to key mineral resources – mainly potash, phosphate and
bromine. Our business is structured around these three mineral value chains,
which serve as the primary raw materials for many of the value-added downstream products in our portfolio. Our operations are organized
under four reporting segments: Industrial Products, Potash, Phosphate Solutions and Growing Solutions. The segments represent a specific
value chain, and we are leaders in each of these segments – either in terms of market share or cost competitiveness.
We
are well represented geographically – across Europe, North and South America, and Asia, both in terms of sales and production. This
geographic diversity enables us to provide global reach with local empowerment, which is especially important as more countries are turning
inward, in the search for critical solutions.
Our
Industrial Products segment primarily operates our bromine value chain, which includes elemental bromine and bromine compounds used in
a wide range of industrial applications, including bromine-based flame retardants for electronics components. This segment also operates
several complementary businesses, mainly phosphorous-based flame retardants, used mainly in building and construction, and additional
Dead Sea minerals serving industries like pharmaceutical, food, oil and gas, and de-icing.
Our
Potash segment operates our potash value chain and includes primarily potash fertilizers and our magnesium business (a byproduct of potash
production), which produces and sells pure magnesium and magnesium alloys, as well as chlorine and sylvinite.
Our
Phosphate Solutions segment is based on our phosphate value chain. It includes specialty phosphate salts and acids used across a wide
range of end-markets and applications, including food and beverage, pharmaceuticals, oral care, building and construction, paints and
coatings, cleaning, water treatment, and other industrial applications. This segment also produces commodity phosphates, primarily used
as fertilizers. Additionally, through ICL’s YPH joint venture in China, the segment manufactures raw materials for LFP batteries,
which are essential for electric vehicles (EVs) and for energy storage applications.
Our
fourth segment, Growing Solutions, includes our specialty fertilizers business. This segment strives to enhance its broad portfolio of
solutions in the specialty crop nutrition space. In 2024, ICL strengthened this segment through two strategic acquisitions: a biologicals
solutions company in Brazil and a specialty plant nutrition company in North America. These acquisitions positioned ICL as a leading specialty
plant nutrition provider in Brazil and significantly expanded our global footprint. Additionally, in 2024, Growing Solutions enhanced
its presence in China through a five-year agreement with AMP Holdings Group Co. Ltd., one of China's leading agricultural distributors,
to market specialty water-soluble fertilizers.
ICL
Group Limited 41
Agriculture
Markets
Fertilizers
Our
Growing Solutions, Potash and Phosphate Solutions business segments produce both commodity and specialty for agriculture markets worldwide.
Fertilizers serve an important role in global agriculture, by providing vital nutrients to increase both crop yield and quality. Nitrogen,
phosphorus and potassium (N, P and K) constitute the three major nutrients required for plant growth, and there are no artificial substitutes
for potassium and phosphorus. Although these nutrients are naturally found in soil, they are depleted over time by farming, which can
lead to declining crop yields and land productivity. To replenish these nutrients, farmers must apply fertilizers.
Each
of these three nutrients plays a different role in plant development and helps crops achieve their growth potential. Potassium and phosphorus
are vital for the plant’s physiological processes, including strengthening cereal stalks, stimulating root development, promoting
leaf and fruit health, and accelerating the growth rate of crops. Potassium also enhances a plant’s ability to withstand drought
and cold, improves the efficient use of nitrogen and other nutrients necessary for plant development, and improves the durability of agricultural
products in storage and transportation, thereby prolonging shelf life.
ICL
Group Limited 42
Short-term
demand for fertilizers is volatile, seasonal and affected by various factors, such as the weather in the world’s key agricultural
growing regions, fluctuations in planting of main crops, agricultural input costs, agricultural product prices, and developments in biotechnology.
Some of these factors are influenced by various countries’ government subsidies and environmental regulations or by the financing
opportunities available to farmers or producers of agriculture inputs. In addition, currency exchange rates, legislation and international
trade policies have an impact on the supply, demand and level of consumption of fertilizers worldwide. Despite any short-term issues,
we expect that the upward growth trend in fertilizer markets will be maintained over the long-term.
Global
fertilizer demand is also driven by the supply/demand balance for grains and other agriculture products, which impacts prices. Supply
of agriculture products is influenced by weather, planted areas and input usage, while demand is primarily influenced by population growth
and dietary changes in the developing world.
Population
and Income Growth per Capita. Historically, growth in global fertilizer consumption has been closely
correlated to the growth of the world’s population, which is expected to grow from 8 billion in 2024 to 9.7 billion by 2050, according
to the United Nations (UN). Economic growth in emerging markets supports food demand and, as a result, fertilizer use. In addition, growth
in income per capita in developing markets is resulting in a shift to more protein rich diets through higher meat consumption, which requires
larger quantities of grain for livestock. According to estimates published by the International Monetary Fund (IMF), GDP per capita in
emerging markets and developing economies (current prices) is expected to remain relatively flat between 2025 and 2026 at roughly 4.2%.
Declining
Arable Land per Capita.
As global population grows, mainly in cities, farmland per capita decreases and more food production is needed from each acre of farmland,
which requires increased yield per planted area. New arable land is available only in limited quantities and is concentrated in a limited
number of areas. Therefore, the only viable path to increased crop production is by increasing yields in developing regions – mainly
in China, India, Russia, Africa and Central America. This can be achieved by optimizing the use of fertilizers - especially improving
the balance in the use of potash, which is underutilized versus nitrogen fertilizers - together with improved water availability and improved
seeds.
Grain
Stock‑to‑Use Ratio. Stocks are an important market variable, which represent inventories
at a point in time, and reflect the balance between supply and demand. The stock-to-use ratio also indicates the level of carryover stock
for any given commodity, as a percentage of the total demand or use. High stock-to-use ratio indicates that more supply is available,
generally leading to lower prices. Conversely, low stock-to-use ratio indicates a tight supply situation and higher prices.
This
ratio also can be used to indicate whether current and projected stock levels are critical or plentiful. Comparing the current year's
stock-to-use ratio with years when carryover stocks were below normal – as well as years when carryover stocks were above normal
– will help provide an estimate as to the direction of the price trend, as well as the probable extent of price changes.
The
ratio is illustrated in the chart below, from 2000 until 2012/13, growing pressure on food demand and unfavorable weather resulted in
low stocks relative to consumption. Between 2012/13 and 2017/18, pressure on stocks eased as grain harvests improved. Whereas harvests
have generally continued positively in the main growing areas around the globe, persistently firm consumption has seen the ratio tighten
again in recent years. Any unexpected and/or significant weather events will pose a risk, likely sending crop prices higher.
ICL
Group Limited 43
The
2024/25 and 2025/26 crop cycles benefited from generally favorable weather conditions, supporting yields in key growing regions and exerting
downward pressure on prices. While corn, wheat, and rice prices fell by 2.1%, 9.7%, and 30.4%, respectively, year-on-year, soy bucked
the trend, rising 6.5% in 2025.
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.
ICL
Group Limited 44
Specialty
Agriculture
Specialty
fertilizer markets are estimated to grow at a CAGR of 6.5% from 2025 to 2030, depending on the market segment (Luclntel, 2023), which
is faster than the conventional fertilizer market. Farmers use specialty fertilizers to meet the needs of specific crops, soil types and
climates, to achieve more efficient and effective fertilization, and to maximize yield and quality. Specialty fertilizers allow for more
precise application of the critical foundations for plant development and are generally used for specialty crops - such as fruits and
vegetables, greenhouses and horticulture. In recent years, usage has also expanded to larger specialty field crops. The global increase
in the demand for food is expected to drive a related increase in the use of specialty fertilizers. These fertilizers include enhanced
efficiency fertilizers, such as controlled release fertilizers (CRF), which allow for the precise release of nutrients over time and delayed
or slow-release fertilizers (SRF), which allow for a very slow release of nutrients (nitrogen and potassium only). Other enhanced efficiency
fertilizers include liquid fertilizers, integrated into irrigation systems and in herbicides, and fully water-soluble fertilizers, which
are most commonly used for fertilization by means of drip irrigation systems and foliar spraying.
The
expected market growth of specialty fertilizers is supported by the following global trends:
The
need for an increase in yields and crop quality
Enhanced
efficiency fertilizers, which include CRFs, increase the quality and yield of crops through more efficient crop uptake of nutrients. Many
specialty-fertilizer field trials in various growing regions have already demonstrated the benefits of using new fertilizer technologies
and, as a result, the enhanced efficiency fertilizers category is rapidly growing globally.
Regulatory
pressure and environmental trends
Environmental
regulations can impose restrictions on the level of nutrient usage. This results in a shift toward more efficient nutrient solutions,
such as CRFs, water-soluble fertilizers or biostimulants.
An
example of such regulation is the EU Nitrate Directive, which sets a limit on the amount of nitrates that may be found in the water supply.
Specialty fertilizers, such as CRFs, can optimize the availability of nitrogen to the crop, thereby reducing nitrate levels. To address
sustainability issues, ICL introduced eqo.x, the first offering in the market to provide a CRF coating, which biodegrades rapidly. We
believe that eqo.x will help farmers maximize their agricultural crop performance while also limiting environmental impact. It will also
allow for increased or similar yields, with reduced fertilization rates, and therefore can help reduce the number and amount of nitrogen
applications, while providing consistent and predictable nutrient release.
New
Grower Practices
Grower
practices can have a substantial impact on the growth of the specialty fertilizers market. Fertigation usage is growing, and applying
fertilizers via fertigation systems is much more efficient when using specialty fertilizers. Ongoing improvements in agricultural technology
have resulted in an increase in the usage of drip irrigation and an increase in demand for liquid and water-soluble fertilizers.
All
of the above factors are expected to contribute to an increase in long-term demand for specialty fertilizer solutions.
ICL
Group Limited 45
Food
Markets
Phosphate
Solutions
Our
Phosphate Specialties business is part of our Phosphate Solutions segment and focused on developing specialty food solutions and industrial
end market solutions. These products are centered around the Company's vertical integration into phosphate rock and fertilizer-grade phosphoric
acid, also known as green phosphoric acid, which undergoes a chemical process to become purified phosphoric acid, also referred to as
white phosphoric acid (WPA). As part of our value-add proposition, we produce and market purified acids and phosphate salts, in addition
to commodity phosphates.
In
the food industry, phosphate salts are used as functional food ingredients and provide texture and stability solutions for the processed
meat, poultry, seafood, dairy, beverage, and bakery industries. On the industrial side, ICL's specialty phosphates are found in water
and metal treatment supplies, cleaning and construction materials, paints and coatings, and more. Specialty phosphates are also found
in cola beverages and oral care products.
According
to our estimates, ICL holds a leading position in specialty phosphates in Europe, North America and Latin America, and a worldwide market
share of approximately 20%. Additionally, demand for purified phosphoric acid - a key raw material for water soluble fertilizers - is
expected to continue to increase, driven by rapid growth in fruit and vegetable consumption and changing agricultural production environments.
Similarly, phosphate salts – used in processed meats, cheeses and baked goods – have seen increased consumption in developing
countries.
Consumer
demand for different food products has changed dramatically over the past several decades, driven by higher income per capita, demographic
shifts and lifestyle changes. Longer working hours, changing family structures, increased awareness of nutrition and health issues, and
access to a broader variety of food products have resulted in growing demand for more sophisticated, protein-enriched, unprocessed (clean
label) and non-allergenic food products with improved flavor, texture and appearance. An increasingly longer supply chain and consumer
awareness of food waste also drives demand for longer shelf‑life and food stability. These trends stimulate long‑term demand
for food additives, such as phosphate derivatives and phosphate and protein formulations.
In
January 2026, the Company acquired 49.9% of Bartek Ingredients' shares. Bartek is 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.
In
2024, ICL opened a new food specialty plant in China, which was designed to help customers easily partner with ICL to create novel and
innovative food offerings tailored to Chinese consumers’ palates. The facility will serve ICL’s established customer base,
while actively pursuing opportunities with new customers in China.
In
2023, we increased our food-grade WPA production at our YPH operation in China, in order to serve local food and industrial applications
markets, as well as our battery grade MAP sales to the rapidly growing lithium iron phosphate (LFP) battery market in China.
ICL
Group Limited 46
As
part of the Company's comprehensive strategic review of its operations, and its focus on core growth drivers, on November 11, 2025, the
Company decided to discontinue its operations in the US related to the establishment of a lithium iron phosphate (“LFP”) cathode
active material production facility. In addition, in a joint decision with Shenzhen Dynanonic, the Company also decided to terminate the
joint venture agreement for LFP facility in Spain.
Industrial
Market
Industrial
Products
Bromine,
a member of the halogen family, is found naturally in seawater, underground brine deposits and other water reservoirs, such as the Dead
Sea. Bromine concentration and extraction methods vary depending upon the source. The lower the concentration of bromine in the brines,
the more difficult and expensive it is to extract. The Dead Sea, which spans Israel and Jordan, is the world’s premier source of
bromine and accounts for approximately half of global supply. The Dead Sea is also the most competitive source of bromine, as it has the
highest concentration, which means the least amount of water must be extracted and evaporated to produce bromine, resulting in lower energy
costs.
ICL's
bromine solutions play an important role in a wide range of products, by enhancing the safety of consumer goods and promoting efficiency
in industrial production. The largest commercial use of bromine is for flame retardants, which are used by a variety of end-markets, including
electronics and related components, automotive – both internal combustion engines (ICE) and electric vehicles (EVs) – and
building and construction, as well as furniture and textiles. Bromine and its derivatives are also used in various other industrial applications,
including rubber production, oil and gas drilling, water purification, and in the pharmaceutical and food industries.
Demand
for products manufactured by our Industrial Products segment is driven by population growth, improved standards of living, greater environmental
and safety awareness, and an increased focus on cost effective industrial production. Increased regulation and environmental awareness
also drive demand for polymeric and reactive bromine- and phosphorus-based flame retardants, which are considered more environmentally
friendly. VeriQuel R100, an innovative, reactive phosphorus flame retardant, is an example of such a product. It was designed for rigid
polyurethane insulation products, and it chemically bonds with the polymer matrix and aligns with stricter global regulations on environmental
safety.
As
bromine prices rose over the past several years, reaching record highs in the first half of 2022, previously less profitable competitive
resources found it economically viable to enter or re-enter the market. The resulting increase in supply led to a decline in prices, bringing
them down to levels not seen in over a decade. Prices steadily increased throughout 2025 but have not returned to the peak levels observed
in 2022.
A
weakness in the electronics end-market, observed in recent years, persisted in 2025. The building and construction end-markets were also
soft during this period, as inflation and higher interest rates remained elevated globally. However, demand from the oil and gas industry
remained solid, and the Industrial Products division also continued to grow its specialty minerals business, targeting food, pharma and
other end-markets. Over the long term, ICL estimates bromine demand to remain relatively stable and expects market growth to be primarily
linked to the above-mentioned market drivers. Additionally, demand for flame retardants is expected to keep pace with the natural electronics
replacement cycle and gradually accelerate, due to expected growth in EVs and energy storage solutions and as AI and data center demand
accelerate.
ICL
Group Limited 47
Competitive
Strengths
We
attribute our business strength to the following competitive advantages:
| • |
Unique portfolio
of mineral assets. Access to these assets provides us with a consistent, reliable supply of raw materials,
allows for large-scale production, and supports our integrated value chain of specialty products. |
Israel
Dead
Sea: We benefit from access to the Dead Sea, one of the world’s most abundant, enduring and
cost-efficient sources of potash and bromine. Our access to these resources is based on an exclusive concession from the State of Israel
for the extraction of minerals from the Dead Sea. For further information related to the DSW's concession, see Note 18 to our Audited
Financial Statements.
ICL’s
production facilities at the Dead Sea benefit from lower production costs compared to underground potash mining operations or bromine
extraction from lower-concentration sources. This is due to the high mineral concentration and virtually unlimited supply in the Dead
Sea, as well as ICL’s energy-efficient solar evaporation process. Furthermore, the region’s hot and dry climate allows low-cost
outdoor storage of large quantities of potash. These advantages enable ICL to operate its Potash facilities at full production capacity,
regardless of periodic demand fluctuations, and to respond quickly to surges in market demand.
In
addition, ICL benefits from lower transportation and logistics costs compared to competitors, as well as faster time to market. This is
primarily due to the geographic proximity of its production facilities to seaports and Israel’s location relative to key markets
– especially the rapidly growing markets of India, China and Brazil. While ICL benefits from these logistical advantages, it also
incurs other infrastructure related costs associated with salt harvesting from its evaporation Pond 5. For further information, see “Item
4 - Information on the Company— D. Property, Plant and Equipment”.
Negev
Desert: We hold a consolidated mining concession for three sites containing phosphate open-pit mines
(Rotem, Oron, and Zin) in the Negev desert region of southern Israel.
China
We
also operate an open pit mine in Haikou, China, using conventional methods, under a phosphate mining license issued in July 2015 by the
Division of Land and Resources of the Yunnan district in China.
The
majority of our phosphate rock production in both China, and Israel, is used internally to manufacture phosphate fertilizers and fertilizer-grade
and pure phosphoric acid, with the balance sold to third parties. Our phosphate assets are the foundation of our vast and diversified
specialty phosphates product portfolio and are used in industrial applications, as well as food additives and specialty fertilizers. These
offerings provide additional value to ICL while reducing our exposure to volatility in commodity markets. See “Item 3 - Key Information—
D. Risk Factors”.
ICL
Group Limited 48
United
Kingdom
We
are currently the only global producer of polyhalite, a unique and organic resource used as a fertilizer composed of potassium, sulfur,
calcium and magnesium, and is marketed under the name Polysulphate®. Unlike blended or compound fertilizer, Polysulphate® is
available in its natural state and is mined, crushed, screened and bagged with no additional chemical separation or other industrial processes.
It is also soluble, easily absorbed and a cost-effective answer to crop nutrition, and has the lowest carbon footprint available globally.
Spain
We
hold licenses to mine potash and salts from underground mines with vast resources in Spain. In 2021, we completed the consolidation of
our activities into a single complex which now operates via a ramp instead of a shaft. The implementation of the ramp project, alongside
the expansion of flotation capacity and other efficiency efforts, have facilitated more consistent and reliable operations, which contribute
significantly to our efforts to augment production capacity and to reduce costs.
| • |
Diversification
into higher value‑added specialty products leverages our integrated business model. Our company’s
integrated production processes are based on a synergistic value chain that allows us to both efficiently convert raw materials into value
added downstream products and to use the byproducts. For example, in phosphates, we use backward integration to produce specialty phosphates
for the food industry and for industrial applications. These businesses benefit from higher growth rates, higher margins and lower volatility
compared to commodity phosphates. In addition, as a byproduct of the potash production at the Dead Sea, we generate brines with the highest
bromine concentration globally. Our bromine-based products serve various industries such as the electronics, construction, oil and gas,
and automotive industries. |
| • |
Leading positions
in markets with high barriers to entry. We enjoy leadership positions in many of the key markets
in which we operate. We are the clear leader in the Bromine market, with approximately one third of global production, as well as most
of the excess capacity in the market. In the Potash market, our Dead Sea operations have a leading competitive cost position. According
to CRU, the Dead Sea is among the most competitive potash sources to China, India and Brazil. ICL also has the largest market share in
specialty phosphates, in the combined markets of North America, Europe and Latin America, and we are the sole producer of polyhalite.
In addition, we have leadership positions in additional product lines, such as phosphorous-based flame retardants, PK fertilizers in Europe,
and soluble phosphate-based fertilizers. |
Most
of our businesses rely on natural resources, which are scarce and concentrated in the hands of a few market participants. ICL’s
exclusive concessions, intellectual property – including unique knowledge, technologies, and patents for various products and applications
– and our global marketing and distribution network, combined with significant investments required or new market entrants, add
further significant barriers to entry.
ICL
Group Limited 49
| • |
Strategically
located production and logistics assets. We benefit from the proximity of our facilities, both in
Israel and Europe, to developed economies (Western Europe) and emerging markets (such as China, India and Brazil). In Israel, we ship
from two seaports: The Port of Ashdod (with access to Europe and South America) and the Port of Eilat (with access to Asia, Africa and
Oceania). Access to these two ports provides us with two distinct advantages versus our competitors: (1) lower plant to port, ocean freight,
and transportation costs from our ports to our target markets, which lowers our overall cost structure; and (2) faster time to market,
due to our proximity to end markets, which allows us to opportunistically fill short lead time orders and strengthen our position with
our customers. We also operate manufacturing facilities in each of the markets we serve – Europe, North and South America, and Asia
Pacific, in order to serve our global customers on a regional basis. |
| • |
Strong cash generation
and closely
monitored capital allocation approach. A continuous focus on cash generation and the optimization
of capital expenditures (CAPEX) and working capital – as well as the implementation of efficiency measures – enabled us to
generate strong operating cash flow of $1,056 million in 2025. ICL's capital allocation approach balances long term value creation, through
investments in its growth, with its commitment to providing a solid dividend yield, while aiming to maintain an investment grade rating
of at least BBB- from S&P and Fitch. In 2020, the Company’s Board of Directors resolved to extend our dividend policy of a payout
ratio of up to 50% of annual adjusted net income, until further notice. In respect to 2025 adjusted net income, the Company declared total
dividends in the amount of $232 million, reflecting a dividend yield rate of approximately 3.1% (based on the average share price for
the year). See “Item 8 - Financial Information— A. Consolidated Statements and Other Financial Information.
|
| • |
Professional
expertise and culture of collaboration and determination. Our operations are managed by an international
management team with extensive industry experience. We develop leaders with strong experience in their fields and focus on nurturing and
empowering talent through a global platform of qualification, collaboration and communication, intended to drive change and innovation
within the Company. |
ICL
Group Limited 50
Our
Strategy
Our
strategy is to achieve or strengthen our leadership position in each of the business segments in which we operate - either in terms of
market share, added value for customers or cost competitiveness – and to grow our businesses to create shareholder value. We aim
to accomplish this by leveraging our unique assets, strategic locations, deep domain expertise, and profound understanding of agronomy,
chemistry and customer needs, as well as by taking advantage of our access to leading global innovation and technology ecosystems.
In
2025, we conducted a comprehensive strategic review of the Company, evaluating our performance over the past five years, analyzing the
long-term outlook of our existing businesses, and identifying potential future growth engines – both within our core and in new
potential areas.
Based
on this review, we established three strategic engines:
| 1. |
Profitable growth, with a focus on specialty crop nutrition and
specialty food solutions; |
| 2. |
Maximizing the value of our core businesses, including our phosphate,
potash and bromine resources; |
| 3. |
Overall portfolio optimization and cost efficiency. |
Going
forward, we intend to expand into markets where we have significant growth potential and in those within our core. We will continue to
extract value from businesses where we hold leading positions, emphasizing efficiency and profitability. Additionally, we plan to examine
businesses that offer limited strategic fit or growth potential and consider redirecting our resources to focus on better-aligned opportunities.
| 1. |
Profitable Growth |
Growing
Solutions – Specialty Crop Nutrition
ICL's
Growing Solutions segment is already a global leader in specialty crop nutrition. However, we believe there remains significant potential
to further strengthen our position in this growing market.
As
agricultural efficiency and sustainability become increasingly critical to global food security, demand for specialty fertilizers is expected
to rise. Specialty crop nutrition products – which help improve yields – are the answer. According to a Grand View Research
report, the global specialty fertilizers market is projected to grow from approximately $33.9 billion
in 2025 to $45.4 billion by 2030, representing a compound annual growth rate
of 6%.
ICL
is well-positioned to capture this growth, supported by a broad portfolio of global specialty solutions and a strong regional presence.
Our strategic focus is on achieving global scale while maintaining local responsiveness. We aim to pursue targeted acquisitions, including
bolt-on opportunities, to enhance our product capabilities and geographic reach. In addition, we intend to develop a leading position
in the growing areas of biostimulants, nutrient use efficiency, and organic and recycled products. These efforts are supported by a shift
in our portfolio mix toward higher-margin categories, a transformation already underway in Europe.
We
also plan to expand further into key growth markets, including India, China, and Brazil, through both targeted capital investments and
a combination of organic initiatives and acquisitions.
ICL
Group Limited 51
Further,
we will continue to enhance our positions in ornamental horticulture and turf and landscape markets. Leveraging our unique R&D capabilities,
we will continue to expand our broad product portfolio of specialty plant nutrition products, including controlled release fertilizers
(CRF), water soluble fertilizers (WSF), liquid fertilizers, slow-release fertilizers (SRF), straights (MAP/MKP/PeKacid), organic fertilizers,
micronutrients, biostimulants, soil conditioners, adjuvants, seed treatment and growing media, to drive additional growth.
Phosphate
Solutions segment – Specialty Food Solutions
Our
specialty food solutions business, part of our Phosphate Solutions segment, currently holds a leading position in the $1.5 billion phosphate
food specialties market. However, this represents only a small piece of the total food ingredients pie worth approximately $150 billion
– and growing at an expected rate of more than 6% over the next five years.
ICL
is already a participant in many food end-markets. While we are well positioned in the functional food ingredients market, we plan to
move beyond the relatively narrow field of phosphate-based ingredients and to extend our reach into new target markets.
Leveraging
our global infrastructure, technical capabilities, and deep customer relationships, we have identified four core functional ingredient
categories as strategic focus areas: texturants, preservatives, acidulants, and leavening agents. These markets will provide us with exposure
to approximately $35 billion in value and an expected average five-year growth rate of approximately 6%.
ICL
is well-positioned to capture value in these markets. Our global footprint spans key production, innovation, and sales locations in growth
geographies. We currently serve seven of the world’s ten largest food companies, along with more than 2,000 additional customers,
all of whom rely on high-quality, consistent supply from trusted partners.
Our
competitive advantages include strong technical know-how, robust manufacturing infrastructure, and deep expertise across key food categories.
We expect to leverage these strengths, as we expand deeper into functional food ingredients.
To
support this growth, we intend to pursue a dual strategy of organic expansion and targeted M&A activity. We will focus on opportunities
that align with our existing capabilities and allow us to scale rapidly in our chosen categories. This includes leveraging our existing
workforce, customer base, and reputation for reliability and innovation.
As
part of this strategy, in January 2026, the Company acquired 49.9% of Bartek Ingredients' shares. Bartek is 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.
ICL
Group Limited 52
| 2. |
Maximizing the value of our Core businesses
|
Our
core businesses include our Potash segment, our Industrial Products segment, and the commodity portion of our Phosphate Solutions segment.
Potash
segment
We
have leveraged our well-positioned potash assets and unique logistical advantages to be among the three most competitive suppliers in
our key target markets, including Brazil, Europe, India, South-East Asia and China. Our cost-competitiveness is due to our lower logistics
costs, as our facilities are well located in relation to both ports and customers. We also strive to achieve continuous optimization of
our potash production processes and capacity potential at ICL Dead Sea and ICL Iberia, to reduce costs and increase efficiency. We also
work to optimize our potash and bromine operations at the Dead Sea, through the production of magnesium.
In
addition, with respect to the Dead Sea concession, which is expected to expire in March 2030, we are working with the relevant regulators
to secure more reasonable and moderate terms for the future concession, as part of our strategy. These efforts also include establishing
greater certainty regarding asset valuation, the timing of related payments, and other future settlements.
Industrial
Products segment
We
serve as the global market leader in bromine, with strong capabilities in production capacity, compounding, and iso-tank logistics. Additionally,
we hold a leading position in both bromine- and phosphorous-based flame retardants. Our goal is to maintain these leadership positions
while further advancing our specialty solutions. We will continue to drive innovation within Industrial Products, focusing on strategic,
well-aligned investments. At the same time, we remain committed to professionally and proactively serving the needs of the specialty end-markets
within our Industrial Products portfolio, including our flame retardants business.
Phosphate
Solutions segment – Commodities and Non-Food
We
are strategically positioned in the commodity and non-food related portions of our Phosphate Solutions segment and leverage a stable and
profitable portfolio of industrial phosphate solutions, which serve a growing market with strong and consistent demand. Our fully integrated
operations provide us with significant cost advantages across the value chain. As the only Western phosphate producer with a manufacturing
presence in China, we benefit from unique operational flexibility, and this enables us to efficiently support both our Growing Solutions
business and our phosphate commodities and specialties customers.
| 3. |
Portfolio Optimization and Cost Efficiency
|
As
part of overall strategy, we intend to optimize our efforts and focus our resources on the opportunities best aligned with our core businesses.
This includes evaluating activities with limited synergies or lower strategic potential. At the same time, we intend to channel our most
substantial investments toward-our two primary growth engines – specialty crop nutrition and specialty food solutions – which
we believe will drive greater long-term shareholder value.
We
are also committed to enhancing efficiency and productivity across the organization. A key enabler of this transformation will be our
shift toward becoming an AI-driven company. Rather than adopting isolated tools, we aim to embed AI at the heart of our operations, decision-making,
and innovation processes. By leveraging data and machine intelligence throughout ICL, we expect to sharpen market forecasting, accelerate
R&D, and enable faster, insight-led decisions.
ICL
Group Limited 53
Operationally,
we intend to apply AI to drive measurable efficiency gains across multiple areas, including operations and maintenance (with a focus on
labor optimization), logistics, supply chain and procurement, and product line performance.
Culture
We
foster a ’Business Culture of Leadership,' which focuses on creating a leading and sustainable work environment, with a strong commitment
to all stakeholders. Culture at ICL means 'Doing the Right Thing': safety and employee well-being is our top priority, with every effort
made to achieve top-tier safety results. Culture at ICL also means operating with a clear commitment to create sustainable impact, based
on the UN’s Sustainability Development Goals (SDG). We strive to be an Employer of Choice by strengthening our value proposition
to employees and by promoting ICL’s core values. We also foster an innovative-driven culture, which leverages our technology and
know-how, to better serve our customers and increase their loyalty. To ensure we live up to our values and culture at ICL also means accountability,
transparency and top-tier corporate governance.
Innovation
As
part of our efforts to enhance customer value through innovation, we are constantly reviewing our product portfolio and targeting the
creation of sustainable solutions for global challenges. Going forward, these efforts will be focused on our two growth engines –
specialty crop nutrition and specialty food solutions – and on our core businesses.
Capital
Structure
Our
growth initiatives are supported by our strong financial position. We remain focused on maintaining a strong capital structure and generating
funds for future growth by preserving our financial leverage at investment-grade levels and optimizing the maturity profile of our debt
portfolio. We also strive to optimize our capital expenditures and working capital, and to continuously implement cost efficiencies.
ICL
Group Limited 54
Segment
Information
ICL
is a leading multinational company that operates mainly in the areas of fertilizers and specialty minerals, through four segments –
Industrial Products, Potash, Phosphate Solutions and Growing Solutions.
Industrial
Products Segment
Our
Industrial Products segment produces bromine out of a solution as part of the potash production process in Sodom, Israel, as well as bromine‑based
compounds. Industrial Products uses most of the bromine it produces for self‑production of bromine compounds at its production sites
in Israel, the Netherlands and China. Industrial Products is also engaged in the production and marketing of phosphorus-based
products, which are produced in Germany and the US. In addition, the segment produces several magnesia, calcium carbonate and salt products
which are produced in Israel and France.
In
2025, the Industrial Products segment recorded sales of $1,254 million (including inter-segment sales), up 1% from 2024, representing
approximately 18% of ICL’s total sales, same as 2024. Operating income totaled $220 million, down 2% year-over-year, accounting
for approximately 25% of ICL’s adjusted operating income, a 1% decrease from 2024. For further information “Item 5 –
Financial Results and Business Overview— A. Operating Results” and Note 5 to our Audited Financial Statements.
ICL
Group Limited 55
Products
Industrial
Products focuses on three main sub-business lines:
Flame
retardants – Bromine, phosphorus and magnesium-based flame retardants are used in electronics,
building and construction, automotive, textile and furnishing applications. Flame retardants are added to plastics, textiles and other
combustible materials to prevent or inhibit fire or flames and to prevent the spread of fire.
Industrial
solutions – Elemental bromine, bromine compounds and phosphorus compounds are used in a number
of industries worldwide, such as rubber, pharmaceuticals, electricity, agro and polyester (to produce plastic fabrics and bottles). Clear
brine fluids are used to balance pressure in the oil and gas drilling industry. Bromine‑based biocides are used for treating industrial
water.
Specialty
minerals – Specialty minerals include magnesia, calcium carbonate and salt products. The main
applications of magnesia products are dietary supplements and pharma, oil and fuel additives, catalysts and many other applications. The
calcium carbonate's main applications are dietary supplements and pharma. The salts include sodium chloride, magnesium chloride and KCl
which are mainly used for the food industry, oil drilling, deicing (MgCl2) and various industrial applications. Due to the uniqueness
and high quality/purity of our products, most of our sales are in niche markets.
The
following table sets forth the principal products of the Industrial Products segment, as well as their primary applications and end‑markets:
|
Sub-business line
|
Product |
Primary Applications
|
Primary End‑Markets
|
|
Flame
retardants |
Bromine, phosphorus and magnesium-Based Flame
Retardants |
Plastic, building materials and textile production
|
Electronics, automotive, building, construction
and textiles |
|
Industrial
solutions |
Elemental Bromine |
Chemical reagent |
Tire manufacturing, pharmaceuticals and agro,
PTA and flame retardants |
|
Brominated and Phosphorus compounds
|
Raw materials for pharmaceuticals and agro
|
Pharmaceuticals and agro | |
|
Industrial services |
Functional fluids, Biocides (Water treatment
and disinfection), Merquel and MBr |
Power plants and other industrial facilities
| |
|
Clear Brines |
Oil and gas drillings |
Oil and gas | |
|
Energy storage |
Brominated electrolytes, Phosphorus based
active salt for electrolytes |
Battery producers | |
|
Specialty
minerals |
Magnesia Products |
Pharma and Supplementals, health care, transformer
steel, catalysts, fuel and oil additives. |
Supplementals, multivitamins, transformer
steel and health care |
|
Calcium Carbonate |
Supplementals and pharma |
Supplementals and pharma | |
|
Solid MgCl2, KCl |
Deicing, food, oil drilling, pharma
|
De-icing, sodium replacement, KCl for drugs.
Multi-vitamins, oil drilling companies, small industrial niche markets |
ICL
Group Limited 56
Industrial
Products also develop innovative products and new applications for existing products. New products introduced in recent years include,
among others: VeriQuel®R100 (a phosphorus-based reactive flame retardant for rigid polyurethane); Bromoquel (replacing ammonia and
other chemicals as a more flexible and effective treatment in the event of bromine leakage), CareMag® D, a new natural raw material
for deodorants; CDA, a solution for biofilm contamination, across food, beverage, healthcare, and pharmaceutical markets, that integrates
seamlessly into existing cleaning processes, without requiring operational
changes ; FruitMagTM, a magnesia-based product which
serves as firming agent for post-harvest treatments to increase the shelf life of citrus fruits; and TextiMag®, a magnesia-based
product which is used for body-odor absorption on textiles.
Production
Our
Industrial Products segment's major manufacturing facilities are located in Israel (production of bromine, bromine compounds, magnesia
and salts products), the Netherlands (bromine compounds), Germany (phosphorus compounds), France (magnesia and calcium carbonate-based
products), the US (phosphorus compounds) and China (bromine compounds).
The
Industrial Products segment's principal manufacturing plants and marketing companies are set forth in the map below:
ICL
Group Limited 57
In
2025, ICL produced approximately 155 thousand tonnes of elemental bromine,
out of potential annual maximum production capacity of approximately 280 thousand tonnes. Approximately 76% of the elemental bromine produced
was used internally for the production of bromine compounds.
Competition
ICL
Industrial Products is the world's largest manufacturer of elemental bromine. Based on internal estimates, in 2025 ICL and its two main
competitors, Albemarle and Lanxess, accounted for the majority of global bromine production. Chinese and Indian producers accounted for
most of the remainder from various sources.
Lanxess
and Albemarle produce bromine primarily from underground brine sources in the US. Albemarle also has a joint venture with a Jordanian
company to produce bromine and bromine compounds on the Jordanian side of the Dead Sea, sharing the same source of raw materials with
ICL. Lanxess purchases bromine from our Industrial Products segment under a long‑term contract.
The
primary barrier to entry in the bromine and bromine compounds markets is access to an economically viable source of high-concentration
bromine. In addition, the bromine business involves complex logistics, including the use of specialized containers (Isotanks) required
for the safe transportation of bromine.
In
the phosphorus‑based flame retardants market, competition primarily comes from Chinese manufacturers, both within China and in key
international markets, particularly Europe and the US. These manufacturers benefit from access to high‑quality, low‑cost phosphorus,
which improves their competitiveness. During 2024 and 2025, ICL's anti-dumping claims in the EU and US against imports of tris (2-chloro-1-methylethyl)
phosphate (TCPP) from China, were successful. As a result, the European
Commission imposed a 63% duty on Chinese TCPP imports, while the US commission imposed a 200% duty. These measures supported increased
sales volumes and improved pricing for ICL's products during 2025.
The
segment benefits from several competitive advantages:
Our
operations are located at the Dead Sea, which has the highest natural concentration of bromine in the world. In addition, our bromine
compounds facility at Neot Hovav, Israel, is the largest of its kind globally. These factors contribute to relatively low production costs
for elemental bromine, providing a significant competitive advantage. ICL’s complex logistics system, including the world’s
largest fleet of Isotanks, allowing valuable supply security to our customers. In addition, the segment benefits from a global marketing,
sales and supply chain network, a diverse portfolio of high-quality products, and a technical support system that works closely with our
customers – together contributing to a strong competitive position in our target markets.
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Raw
Materials and Suppliers
The
principal raw materials used by our Industrial Products segment to manufacture its end products are bromine, chlorine, phosphorus and
magnesia. The production process also uses significant amounts of water and energy. The segment produces a significant portion of its
raw materials through operations to extract Dead Sea minerals. For further information on the extraction operations, see “Item 4
- Information on the Company— D. Property, Plant and Equipment”.
Bromine
is produced from end brines, which are salt solutions generated as a byproduct of the potash production process. These brines are transported
to ICL Industrial Products’ plant in Sodom, where bromine is produced in an oxidation process using chlorine and steam.
Chlorine
is produced by electrolysis of sodium chloride and is a byproduct of the metal magnesium production process of Dead Sea Magnesium Ltd.
(Dead Sea Magnesium). The electrolysis facility and the magnesium plant are located next to the bromine production facility in Sodom.
Additionally, sodium chloride utilized in the electrolysis process is obtained as a byproduct of potash production in Sodom.
Industrial
Products uses elemental bromine to produce bromine compounds at its facilities in Israel, the Netherlands and China. The surplus bromine
is sold to third party entities. Bromine compounds are primarily manufactured via a chemical process that involves bromine along with
various other raw materials, of which bisphenol A is the most significant. Bisphenol A is utilized in the production of bromine-based
flame retardant TBBA. Additionally, the Industrial Products segment sources a wide range of other raw materials essential for the production
of its diverse range of products.
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Elemental
phosphorus (P4) is produced in a roasting process from ores,
originating mainly in Central Asia (Kazakhstan), the US, Vietnam and China. The Industrial Products segment uses elemental phosphorus
to produce phosphorus compounds at its factories (mainly phosphorus-based flame retardants). The basic phosphorus compound, POCl3,
is manufactured in a chemical process that combines phosphorus, chlorine and oxygen. The reaction of this compound with a variety of other
raw materials (such as Propylene Oxide) creates commercial phosphorus compounds.
The
Industrial Products segment uses magnesium chloride brine to manufacture magnesia products at its Mishor Rotem facilities in Israel and
MgCl2 flakes and pellets at its facilities in Sodom Israel. In addition, the Industrial Products segment uses KCl from our Potash segment
to manufacture pure and industrial grades of KCl in Sodom.
Industrial
Products maintains raw‑material inventories in quantities that take into account the projected level of production based on consumption,
supply dates, distance from the supplier and other operational and logistic considerations.
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As
part of our strategy to increase our energy consumption from renewable energy sources, the Company has entered into several agreements
for the installation of photovoltaic ("PV") panels at its production sites. The installation at the Bitterfeld site at Germany has been
completed, and additional installations are planned at other sites over the next few years.
Sales,
Marketing and Distribution
Industrial
Products’ principal markets include the US, Western Europe, China, Korea, Japan, and the United Arab Emirates. The Industrial Products
segment primarily markets its products through a network of marketing companies, with a smaller share of sales carried out via agents
and distributors throughout the world. A significant portion of the segment's sales is made under long‑ term agreements with an
initial term of one year or more.
Industrial
Products maintains adequate inventory levels, tailored by product, to ensure reliable supply to customers – considering their distance
from production centers and their demand for inventory availability – while also optimizing storage costs. As a result, a portion
of finished product inventories are stored in distribution facilities located
in destination countries.
Industrial
Products extends credit terms to its customers according to its credit policy. Sales are generally covered by trade credit risk insurance
or by letters of credit from banks with high credit ratings.
Seasonality
While
the operations of the Industrial Products segment are not characterized by seasonal fluctuations, sales of MgCl2 for de‑icing purposes
tend to be higher in the first and fourth quarters. However, this seasonality has no material impact on the overall performance of the
segment.
Natural
Resources Tax in Israel
Our
bromine operation in Israel is subject to the Law for Taxation of Profits from Natural Resources, which entered into effect on January
1, 2016. For further information, see “Item 10 - Additional Information— E. Taxation” and Note 15 to our Audited Financial
Statements.
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Potash
Segment
Our
Potash segment produces and sells mainly potash, salts, magnesium and electricity. We produce potash 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, as well as 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 as well as surplus electricity which is sold to
external customers.
In
2025, the Potash segment recorded sales of $1,714 million (including inter-segment sales), down 4% from 2024, representing approximately
24% of ICL's total sales, same as 2024. Operating income totaled $298 million, up 19% year-over-year, accounting for approximately 34%
of ICL’s adjusted operating income, a 5% increase from 2024. For further information, see “Item 5 - Financial Results and
Business Overview— A. Operating Results” and Note 5 to our Audited Financial Statements.
Products
Potash
is the common name for potassium chloride, also known as MOP Muriate of Potash, the most common source of potassium for plants and one
of the three essential nutrients for plant development. Potash assists in the protection of plants from disease and damaging agents, helps
them to adapt to different weather conditions, regulates water levels, strengthens stems, and strengthens the plant's ability to absorb
nourishing substances. We sell potash both for direct application as a fertilizer and to manufacturers of compound fertilizer.
Production
We
produce potash from the Dead Sea and an underground mine in Spain. Our potash production process in Israel is based on the extraction
of carnallite, which is a compound comprising potassium chloride (KCl) and magnesium chloride mixed with sodium chloride (NaCl) precipitates
in some of the largest solar evaporation ponds in the world. Subsequently, the carnallite is transferred to ICL Dead Sea plants, where
a combination of chemical and physical processes breaks down the carnallite crystals into potash using cold crystallization and hot leach
technologies. In Spain, we extract potash by mining sylvinite from an underground mine. Sylvinite is a mixture of varying concentrations
of potash (KCl) and salt (NaCl), which is separated through a flotation process at our production plants located near the mine.
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The
principal production facilities of our Potash business are our plants in Israel and Spain. The manufacturing plants, distribution centers,
and marketing companies of our potash business are set forth in the map below:
In
2025, our potash business produced approximately 4.38 million tonnes. Once the expansion at our Spanish site is completed, annual production
capacity is expected to reach around 5 million tonnes. Potential production capacity is calculated based on the hourly output multiplied
by potential hours of operation per year. This calculation assumes continuous production over the year, 24 hours a day, other than a few
days for annual planned maintenance and renovations. Actual production is typically lower due to factors such as unplanned downtime, special
maintenance operations, geologic constraints, raw material unavailability, market conditions, and unexpected events.
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Production-related
developments of the Potash business:
Israel
In
2025, production at ICL Dead Sea was 3.57 million tonnes, 128 thousand tonnes lower year-over-year, mainly due to operational challenges
and war-related issues.
Spain
In
2025, the Cabanasas mine and the Suria plant maintained the production levels achieved in 2024, with the last quarter demonstrating a
sustained increase in production, driven by previously implemented initiatives. Throughout the year, the Company continued to enhance
ongoing projects, strengthening operational efficiency and secure the long-term viability of strategic initiatives launched in previous
years.
As
part of IBP’s digitalization and automation strategy, several initiatives were launched during 2025 both in the mine and at the
surface. These included the deployment of 15 km of fiber optic cable in the mine, remote operation of heavy mechanical equipment from
the surface, real-time monitoring of ventilation and personnel, and the elimination of paper-based reporting. At the surface, additional
initiatives involved the use of AI for early detection of failures in critical equipment and to support operational decision-making. These
efforts are expected to improve operational reliability and efficiency.
Competition
The
potash market is characterized by a relatively small number of manufacturers, some of whom export jointly. The ability to compete in the
potash market is largely determined by factors such as production costs, logistic costs, and logistic capabilities. Moreover, new players
have high entry barriers due to the significant investment and time required to establish potash operations. In addition, this industry
requires appropriate concessions and proximity of production facilities to the mines- For further information, see "Item 3 - Key Information—
D. Risk Factors".
ICL’s
current significant competitors in the international potash market are Nutrien (Canada), Belaruskali (Belarus), Uralkali (Russia), Mosaic
(Canada/Brazil), K+S (Germany/Canada), QSL (China), EuroChem (Russia), Various Laos (Laos) APC (Jordan), SQM (Chile), and others.
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We
believe our Potash business benefits from the following competitive advantages:
| • |
A relatively low average cost of potash production at the Dead
Sea, using the sun as a solar energy source in the evaporation process. |
| • |
Logistical advantages from to our strategic geographic location
and access to nearby ports in Israel and Europe, along with our relative proximity to customers, resulting in highly competitive marine
and overland shipping costs as well as expedited delivery times. |
| • |
Climate advantages, stemming from hot and dry conditions at the
Dead Sea, enable us to store substantial quantities of potash in an open area at minimal cost. This capability allows us to maintain continuous,
full-capacity production in Sodom regardless of fluctuations in global potash demand. |
| • |
Our mine in Spain is one of the few in Western Europe, creating
logistics advantages in supplying European customers. |
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Raw
Materials and Suppliers
Potash
does not require additional chemical conversion to serve as a plant nutrient fertilizer. Nevertheless, it can also function as a raw material
for certain specialty fertilizers and other industrial products.
The
primary utilities that we use to support our potash production are natural gas, steam, electricity, industrial water, and neutralization
materials.
Sales,
Marketing, and Distribution
The
primary markets of our Potash business are Brazil, China, Europe, the US, and India. Our Potash segment sells its fertilizer products
primarily through ICL sales offices and a network of agents worldwide.
Most
of our potash sales are made through spot orders close to the supply date, rather than long-term contracts, except for annual agreements
with customers in India, China, and one European customer. Accordingly, the Potash segment does not maintain a significant order backlog.
In
India and China, potash contracts are typically negotiated, in part, through commercial entities linked to the governments. In other markets,
potash is usually imported by multiple customers. In these markets, we have trade relations with most major customers.
Potash
prices are determined through negotiations between manufacturers and customers. They are primarily influenced by market demand, available
supply, inventory levels, the customer’s identity, and the timing of the transaction. Consequently, prices under longer-term contracts
may differ from “spot” prices for current sales orders.
In
June 2025, ICL reached an agreement with IPL, a long-term customer in India, to supply an aggregate of 400,000 mt of potash, with an option
for additional 100,000 mt, at a price of $349 per tonne, aligned with the current market price in India. This agreement falls under the
five-year supply agreement with IPL for the years 2022-2027, signed in March 2022.
In
December 2025, as part of ICL's 2025-2027 Chinese framework agreements, ICL signed contracts with its Chinese customers to supply 750,000
mt of potash with a mutual option for an additional 330,000 mt, at a price of $348 per tonne, consistent with recent contract settlements
in China. Prices for the quantities to be supplied under the framework agreements will be determined based on prevailing market prices
in China at the date of supply.
For
further information about trends affecting the segment, see Item 5 – "Financial Results and Business Overview– D. Trend Information".
Our
Potash segment grants credit terms to its clients according to customary practices in their locations. The segment's credit sales are
generally covered by trade credit risk insurance or letters of credit from banks with high credit ratings.
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The
Potash business transports potash from Israel and Spain as follows:
The
distribution of products from Israel to overseas customers is managed by ships, primarily in bulk, which are leased from the market. These
ships are loaded using designated facilities at the ports of Ashdod on the Mediterranean Sea and Eilat on the Red Sea.
The
distribution of products from Spain to local customers and to France is managed by truck. For overseas destinations, products are transported
by train and trucks from Súria to the Company's facilities at the Port of Barcelona (Spain), where they are loaded onto bulk vessels
for shipment. In 2024, ICL Iberia, through its subsidiary Iberpotash, executed a contract signed in 2019 with the Catalonian Public Railway
Agency (FCG), enabling four daily trains of 21 wagons each from Súria to the Port of Barcelona. This increased capacity allows Iberpotash
to optimize its logistic costs and significantly reduce its carbon footprint.
In
Israel and Spain, short plant-to-port distances and shorter shipping routes to emerging markets give our Potash business a significant
and unique advantage over our main competitors.
The
security situation in Israel and the ongoing regional tensions involving Houthi threats to commercial vessels continues to disrupt shipping
routes in the Red Sea and commercial shipping arrangements, leading to increased shipping costs. The Company continuously monitors these
developments and takes all necessary measures to minimize negative consequences to its operations.
Seasonality
The
seasonal demand for our Potash business products is typically characterized by higher sales in the second and third quarters.
Natural
Resources Tax
Our
segment operations at ICL Dead Sea, Israel, are subject to the Law for Taxation of Profits from Natural Resources, which entered into
effect on January 1, 2017. For further information, see “Item 10 - Additional Information— E. Taxation” and Note 15
to our Audited Financial Statements.
Additional
products
The
Potash segment produces and sells additional products such as magnesium-based products, dehydrated carnallite, chlorine, salt, surplus
electricity (produced in Israel), and more.
Magnesium
The
Potash segment also produces magnesium, through Dead Sea Magnesium Ltd. (DSM), the largest magnesium producer outside of China and Russia.
The magnesium business produces, markets, and sells pure magnesium, magnesium alloys, chlorine and dry carnallite.
Magnesium
metal is used in Aluminum alloy production due to its ability to form intergranular bonds with aluminum, thereby enhancing the strength
of the end product. In steel production, magnesium serves as a deoxidizer and desulfurizer, effectively removing impurities that form
during the melting process of molten steel.
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Due
to its high strength-to-weight ratio compared to other metals, particularly steel and aluminum, magnesium alloy is widely used in casting
applications, especially within the automotive industry.
Production
of magnesium originates from carnallite gathered from the Dead Sea. During the electrolysis process, magnesium chloride present in the
carnallite is separated into magnesium metal and chlorine gas.
Factors
that can reduce production are unexpected breakdowns, special maintenance operations, non-availability of raw materials, and market conditions.
The potential production capacity of our various plants is based on the hourly output of the plants, multiplied by potential hours of
operation per year. This calculation assumes continuous production over the year, 24 hours a day.
Phosphate Solutions
Segment
The
Phosphate Solutions segment (hereinafter, the segment) is based on a phosphate value chain which uses phosphate commodity products, such
as phosphate rock and fertilizer-grade phosphoric acid (“green phosphoric acid”), to produce specialty products with higher
added value. The segment also produces and markets phosphate-based fertilizers. The strategy of the segment is to be a leading provider
of value-added specialty solutions based on phosphate for the industrial, food and agriculture markets.
In
2025, the Phosphate Solutions segment recorded sales of $2,333 million (including inter-segment sales), up 5% from 2024, representing
approximately 33% of ICL's total sales, a 1% increase from 2024. Operating income totaled $342 million, down 4% year-over-year, accounting
for approximately 39% of ICL’s adjusted operating income, a 2% decrease from 2024.
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In
2025, sales of phosphate specialties totaled $1,332 million, up 4% from 2024, while operating income was $157 million, down 14%, year-over-year.
Sales of phosphate commodities reached $1,001 million, up 8%, with operating income of $185 million, a 6% increase compared to 2024.
For
further information, see “Item 5 - Financial Results and Business Overview— A. Operating Results” and Note 5 to our
Audited Financial Statements.
Products
The
Phosphate Solutions segment produces a variety of products based on its backward integrated value chain.
Phosphate
rock contains phosphorus, one of the three essential nutrients for plant development, which directly contributes to a wide range of physiological
processes in a plant, such as the production of sugars (including starch), photosynthesis and energy transfer. Phosphorus strengthens
plant stems, stimulates root development, promotes flower formation and accelerates crop growth. Phosphate rock can be processed into
phosphoric acid or sold as a raw material to other fertilizer producers. ICL mines its phosphate rock from open pit mines, processes it
through beneficiation, and produces high-grade, multi-purpose phosphate products.
Green
phosphoric acid is produced using beneficiated rock and sulphuric acid (produced by the segment using sulphur acquired from third parties).
Most of the green phosphoric acid is utilized in the production of phosphate-based fertilizers and purified phosphoric acid, while a portion
is occasionally sold to external customers.
Phosphate
fertilizers are produced by using green phosphoric acid or sulphuric acid, depending on the fertilizer type. The segment manufactures
various types of fertilizers (PK products, GSSP, GTSP and others) for different uses.
The
segment produces purified phosphoric acid by purifying green phosphoric acid. Both purified phosphoric acid and green phosphoric acid
are used to manufacture high-value downstream products, including phosphate salts and acids for a wide range of battery materials, food
and industrial applications. Phosphate salts and acids are used in a broad variety of industrial end markets, such as oral care, cleaning
products, paints and coatings, water treatment, asphalt modification, construction, metal treatment and energy storage solutions. The
segment's products for the food industry include functional food ingredients and phosphate additives which provide texture and stability
solutions for processed meat, meat alternatives, poultry, seafood, dairy, beverage and baked goods. In addition, the segment supplies
purified phosphoric acid to our Growing Solutions segment.
Production
The
Phosphate Solutions segment has a developed production process that includes phosphate rock mining, along with production and purchase
of different grades of phosphoric acid, to produce specialties products and commodities at different facilities around the world.
Phosphate
rock is mined and processed from open pit mines located in the Negev Desert in Israel and in the Yunnan province in China. The segment
produces sulphuric acid, green phosphoric acid and phosphate fertilizers at its facilities in Israel and China. Specialty products are
manufactured at the segment's facilities in Germany, the US, Israel, Brazil, China, the UK and Australia. These facilities enable the
segment to produce customer-specific solutions that meet the requirements of different markets.
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The
segment's principal manufacturing plants, distribution centers and marketing companies are set forth in the map below:
Current
annual potential production capacity is as follows: approximately 4.2 million tonnes of phosphate rock, approximately 1.97 million
tonnes of phosphate fertilizers, approximately 1.3 million tonnes of green phosphoric acid, approximately 423 thousand tonnes of purified
phosphoric acid and approximately 389 thousand tonnes of phosphate salts. The potential production capacity of the various plants is based
on the hourly output of the plants multiplied by the potential hours of operation per year. This calculation assumes continuous production
over the year, 24 hours per day, other than a few days for planned maintenance and renovations. Actual production is usually lower
than potential production capacity due to special maintenance operations, availability of raw materials, market conditions and unplanned
downtime.
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In
2025, the segment produced approximately 4.7 million tonnes of enriched phosphate rock, about 1.7 million tonnes of phosphate fertilizers,
about 1.2 million tonnes of green phosphoric acid, about 348 thousand tonnes of purified phosphoric acid (as Phosphorus Pentoxide), about
265 thousand tonnes of phosphate salts and about 67 thousand tonnes of food multi-blends.
Production-related
developments throughout the Phosphate Solutions segment:
Israel
In
2025, ICL Rotem presented strong results mainly due to improvement in the commodities market and higher prices.
China
YPH,
50/50 joint venture company, which is controlled by ICL, improves the competitiveness and flexibility of ICL’s phosphate activities
as a result of its access to phosphate rock with extensive reserves. The joint operation includes activities over the entire value chain.
Since
2021, YPH has operated an additional food-grade phosphoric acid plant, with a production capacity of 70 thousand tonnes of qualified commercial
food-grade acid. This plant has strengthened our phosphate specialties operations and supports further diversification into higher value-added
products.
In
addition, the Company operates two MAP plants, with a combined annual capacity of 130 thousand tonnes, for battery minerals and fertilizers.
The
total capacity of MAP for battery usage, along with the production of technical-grade phosphoric acid and improved green phosphoric acid,
positioned YPH as one of the key phosphate suppliers to the battery industry in South China.
In
2024, ICL opened a new food specialty plant in China to support customers in developing novel and innovative food offerings tailored to
Chinese consumers’ palates. The facility manufactures specialty food solutions for the meat, poultry and seafood sectors, including
texturants and marinades, and is located in the thriving Zhangjiagang Free Trade Zone, in the heart of the Greater Shanghai area.
Americas
As
part of the Company's comprehensive strategic review of its operations, and its focus on core growth drivers, on November 11, 2025, the
Company decided to discontinue its operations in the US related to the establishment of a lithium iron phosphate (“LFP”) cathode
active material production facility. In addition, in a joint decision with Shenzhen Dynanonic, the Company also decided to terminate the
joint venture agreement for LFP facility in Spain. The Company will continue to develop its existing activities related to the supply
of raw materials to the battery materials market.
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Competition
The
competitive characteristics of the Phosphate Solutions segment vary according to the type of products it manufactures and the markets
in which they are sold.
The
commodity phosphates market is competitive, and competitors include multinational companies as well as government-owned companies. Many
producers operate in this market, where price is the primary competitive factor. The ability to compete in the market is dependent primarily
on access to and the cost of raw materials and production as well as logistic costs. For these reasons, companies located in proximity
to sources of raw materials, ports, and customers benefit from competitive advantages. A key factor in the area of raw materials (in addition
to phosphate rock) is accessibility to, and the price of sulphur and ammonia, which are required to manufacture the main phosphate fertilizers.
Additional factors that affect competition include regulation, product quality, range of products, service and the capability to develop
new products that provide unique solutions.
Phosphate
rock mines and phosphate fertilizers production facilities are located in many countries, including Morocco, which according to the USGS
(US Geological survery) possesses the world’s largest phosphate rock reserves, China, the US, Russia, Jordan, Saudi Arabia, Egypt,
Brazil, Tunisia, Peru, Senegal, Israel, Kazakhstan, Australia, South Africa, Algeria, Vietnam, Togo, Syria, Finland, and others. A major
part of the mined phosphate rock is used by manufacturers, including ICL, to produce downstream phosphate fertilizers (vertically integrated
companies), including Single and Triple Superphosphate (respectively SSP & TSP).
Phosphate
fertilizers producers who compete with ICL in the global superphosphate market include OCP Group (Morocco), Mosaic (Brazil), Polyserve
(Egypt), El Nasr Co. for Intermediate Chemicals (NCIC in Egypt), Groupe Chimique Tunisien (GCT in Tunisia), Grupo Fertinal (Mexico), Innophos
Inc. (Mexico), Agropolychim, (Bulgaria), Lebanon Chemical Company, CMOC (Brazil), EuroChem (Brazil) and various Chinese producers.
Based
on our in-house technology, geographical footprint and product diversification, the Phosphate Solutions segment has a leading global position
in the purified phosphoric acid market and its downstream products, as well as in the food-grade phosphates markets. The segment's competitors
are large and mid-sized international companies serving the chemical and food industries, which conduct manufacturing and marketing activities
in various countries, as well as local companies that serve local markets.
The
primary competitors of the segment in the chemical and food fields are Chemische Fabrik Budenheim KG (Germany), Innophos Inc. (Mexico/US),
Prayon S.A (Belgium/France), Nutrien (US), Adithya Birla (India), Haifa Chemicals Ltd. (Israel), FOSFA (Czechia/Germany), Elixir (Serbia)
and various Chinese producers.
The
Phosphate Solutions segment benefits from the following competitive advantages:
| • |
An integrated value chain utilizing phosphate rock mined in Israel
(at ICL Rotem), as well as in China (YPH), to produce green phosphoric acid, which primarily serves as a raw material for both the segment's
products and those of our Growing Solutions segment. |
| • |
Logistical advantages stemming from the segment's geographical
location and diversification, its proximity to ports in Israel and Europe, and its relative proximity to our customers. |
| • |
Our ability as a global fertilizer producer to combine potash
and phosphate fertilizers in the same shipment, which enables us to service smaller customers, particularly in Brazil and the US.
|
ICL
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| • |
The segment enjoys a competitive advantage in specialty phosphates
deriving from product features, quality, service, technical application support, a global manufacturing footprint and a very broad product
line. |
| • |
YPH provides an integrative phosphate platform in China with
beneficial access to the Chinese market. In addition, the segment enjoys a competitive cost advantage in its phosphate activities, due
to access to low‑cost phosphate rock with long‑term reserves.
|
| • |
The segment has a diversity of integrated solutions that have
been designed specifically to match a customer’s unique needs. |
| • |
Highly qualified R&D capabilities and existing know-how that
enable the delivery of products aligned with global megatrends, such as in the Specialty Food Solutions market. |
Raw
Materials and Suppliers
The
Phosphate Solutions segment produces most of the raw materials it uses to manufacture its commodities and specialties products.
The
segment mines phosphate rock as the primary raw material for its backward integrated value chain, commencing from the mining of phosphate
rock through the production of green phosphoric acid and up to the production of phosphate-based fertilizers, purified phosphoric acid
and specialty phosphates.
The
primary raw materials acquired from external sources are mainly sulphur, ammonia, lower grades of phosphoric acid, soda ash, caustic soda
and potassium hydroxide.
The
Phosphate Solutions segment maintains inventories of sulphur, phosphate rock, green phosphoric acid, purified phosphoric acid and other
raw materials in quantities that take into consideration projected levels of production based on consumption characteristics, supply timeline,
distance from suppliers and other logistical considerations.
Sales,
Marketing and Distribution
The
Phosphate Solutions segment sells and markets its products worldwide. The primary markets for phosphate commodities products include China,
Brazil, Europe, the US, and Israel. Phosphate specialties products are primarily marketed to industrial and food customers in North America,
Europe, Asia, South America and Australia. Our marketing network is based mainly on a marketing and sales organization and, to a lesser
extent, on external distributors and sales agents.
The
segment extends credit terms to its customers according to the customary practice in their locations. The segment's sales are generally
covered by trade credit risk insurance or by letters of credit from banks with high credit ratings.
Most
of the segment's sales do not result from long-term orders or contracts but are regularly ordered near to the time of supply. Therefore,
there is no significant order backlog.
The
segment transports products from Israel to customers overseas by bulk vessels that it charters in the global marine transportation market.
Typically, these vessels are loaded at designated facilities in the ports of Ashdod on the Mediterranean Sea and Eilat on the Red Sea.
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The
security situation in Israel and the ongoing regional tensions involving Houthi threats to commercial vessels continues to disrupt shipping
routes in the Red Sea and commercial shipping arrangements, leading to increased shipping costs. The Company continuously monitors these
developments and takes all necessary measures to minimize negative consequences to its operations.
The
segment also operates special port facilities for bulk loading in the Netherlands and Germany. In China, YPH sells most of its products
domestically and also offers logistical solutions to support marine shipping for international markets.
The
prices of phosphate-based fertilizers are determined by negotiations between manufacturers and customers and are affected mainly by supply
availability compared to market demand (which is also indirectly influenced by crop prices), as well as the identity of the customer and
the duration of the agreement. Prices for relatively long-term contracts are not the same as “spot” prices (current/casual
sales transactions).
Most
sales of phosphate specialties products are made under agreements with terms of one or two years, or via “spot” orders placed
near the time of delivery. These sales are typically governed by framework agreements with specific customers, which allow purchases of
up to predetermined maximum quantities over the course of the agreement term.
For
effective marketing and sale of many of the segment's products, especially food products, technical sales and applications, the segment's
personnel work closely with customers to tailor products to their specific needs.
The
segment maintains adequate inventories of phosphate specialties products to ensure orderly supply to customers, considering the customers’
distance from the manufacturing locations and their demand for inventory availability, in conjunction with optimization of inventory storage
costs. Therefore, some finished product inventories are stored in destination countries.
Seasonality
The
seasonal nature of demand for phosphate commodities products is usually characterized by higher sales during the second and third quarters
of the year. Since 2023, seasonality has been more pronounced due to a shift towards "just-in-time" purchasing. This is driven by the
easing of global supply chain congestion, an intensification of trade barriers, and the increased cost of capital resulting from higher
interest rates.
The
target markets of phosphate specialties products are not characterized by significant seasonality.
Natural
Resources Tax
The
phosphate operations at Rotem, Israel, are subject to the Law for Taxation of Profits from Natural Resources, which entered into effect
on January 1, 2016. For further information, see “Item 10 - Additional Information— E. Taxation” and Note 15 to our
Audited Financial Statements.
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Growing
Solutions Segment
Our
Growing Solutions segment aims to achieve global leadership in specialty plant nutrition markets by (1) enhancing its global positions
in its core markets of specialty agriculture, FertilizerpluS and ornamental horticulture, turf, and landscaping; (2) targeting high-growth
markets such as Brazil, India and China; (3) leveraging its unique R&D capabilities, vast agronomic experience, global footprint,
backward integration to potash and phosphate and chemistry know-how; and by (4) integrating and generating synergies from businesses that
it has recently acquired.
Our
Company continuously works to expand its broad portfolio of specialty plant nutrition, plant stimulation and plant-health solutions. This
portfolio includes enhanced-efficiency fertilizers such as liquid fertilizers, controlled-release fertilizers (CRF), micronutrients, straights
(MKP/MAP/PeKacid, etc.), water soluble NPKs (WSNPK) for soil and foliar, secondary nutrients, bio-stimulants, soil conditioners, seed
treatment products and adjuvants.
Our
Growing Solutions segment develops, manufactures, markets and sells fertilizers primarily based on nitrogen, potash (potassium chloride)
and phosphate. The segment produces water-soluble specialty fertilizers products at its facilities in Israel, Belgium, China, Spain and
the US; liquid fertilizers in Israel, Spain, Brazil and the US; straight soluble fertilizers in China and Israel; and controlled-release
fertilizers in Brazil, the Netherlands and the US. In addition, the segment manufactures secondary nutrients, bio-stimulants, soil conditioners,
and seed treatment products, and adjuvants in Brazil. ICL's specialty fertilizers business markets its products globally, mainly in Brazil,
Israel, Europe, Asia and North America. A new water-soluble fertilizer plant in India is expected to be commissioned in 2026.
In
2025, the Growing Solutions segment recorded sales of $2,063 million (including inter-segment sales), up 6% from 2024, representing approximately
29% of ICL's total sales, stable compared to 2024. Operating income totaled $135 million, up 5% year-over-year, accounting approximately
15% of ICL’s adjusted operating income, a 1% increase from 2024. For further information, see “Item 5 - Financial Results
and Business Overview— A. Operating Results” and Note 5 to our Audited Financial Statements.
Specialty
fertilizers offer improved value to the grower compared to other fertilizers as they are more efficient, maximize yield and quality and
require lower labor costs. The following pyramid presents our different fertilizer product lines. High value products are usually accompanied
by a higher price per tonne. ICL's Growing Solutions segment produces most of ICL's high-value products, except for potassium nitrate
and calcium nitrate.
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Our
Specialty Fertilizers business operates in 3 main markets:
Specialty
Agriculture
This
market includes high-value agricultural crops, such as fruits and vegetables. Enhanced efficiency fertilizers are used and applied mainly
to these crops. The use of specialty fertilizers in row crops, such as sugar cane, corn, and wheat can also be beneficial – subject
to climate and soil conditions. One of the main markets for ICL is the fertigation market, as the use of drip irrigation systems increases
across the globe, mainly in emerging markets, such as China and India. The use of enhanced efficiency fertilizers, such as controlled
release fertilizers, is also growing due to their environmental and economic advantages, although such growth is still dependent on crop
price levels and raw-material prices. In Brazil, the adoption rate of micronutrients, bio-stimulants, and soil conditioners is growing
for a wide range of crops due to rising demand to increase productivity, improve and balance plant nutrition and reduce abiotic stress.
FertilizerpluS
FertilizerpluS
is ICL's premium fertilizers line, based mainly on polyhalite (marketed by the Company as Polysulphate®). Our FertilizerpluS products
encompass a range of compounds including potassium, phosphorus, sulphur, magnesium, and calcium. These products are customized to suit
different soil types and a wide range of crops aiming to augment crop value by improving yields and increasing fertilizer uptake. See
below a list of products that are included in the FertilizerpluS line.
Polyhalite
is a mineral exclusively mined by ICL in an underground mine (ICL Boulby) located in North Yorkshire in the UK and is marketed under the
brand name Polysulphate®. Polysulphate® is used in its natural form as a fully soluble and natural fertilizer, which is also
used for organic agriculture and as a raw material to produce fertilizers. Polysulphate® is composed of potash (K2O
14%), sulphur (SO3 48%), calcium (CaO 17%), and magnesium (MgO 6%), which are essential components for the improvement of crops and agricultural
products. Polysulphate® is the basis for our Company's FertilizerpluS products.
The
Company considers Polysulphate® a unique product for ICL, synergistic with our other raw materials for the purpose of developing
downstream products. We are expanding the Polysulphate® market via development of a wide variety of innovative Polysulphate®-based
products.
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We
believe that the competitive advantages of our FertilizerpluS product line are our market position, as we are currently the sole producer
of Polysulphate® worldwide, and our ability to increase production at a relatively low capital expenditure.
However,
in line with the Company’s updated strategic priorities and its decision to focus investment and management attention on its core
strategic growth areas, we have initiated a process to potentially divest our polyhalite activity. To support this process, the Company
has engaged an investment bank to support and manage the sale efforts.
Turf
& Ornamental (T&O)
Ornamental
Horticulture
The
Ornamental Horticulture market consists of two primary divisions: outdoor ornamental plant growers, known as container nurseries, and
producers of pot and bedding plants operated within greenhouses facilities. The growers require high quality fertilization programs to
grow plants at the quality level required by garden centers, DIY (Do It Yourself) outlets, retail chains and landscapers. The Growing
Solutions segment has a large, specialized sales force that advises the distributor partners and growers on optimal nutrition to cultivate
healthy and resilient ornamental plants. It also has a specialized distributor network in the Ornamental Horticulture market. The segment’s
main product lines for this market are CRFs (controlled release fertilizers) and WSFs (water soluble fertilizers) with well-known brand
names, such as Osmocote, Peters and Universol. In specific markets, such as North America and the UK, a range of unique plant protection
products is also included in the recommendations for growing healthy plants. In the UK, we are a leading growing media supplier providing
a complete solution for ornamental growers and are leading the transition to an even more sustainable practice by offering a unique alternative
for peat, the Fibagro Advance woodfiber technology.
Turf
& Landscape
The
professional turf market includes the following user groups: golf course green keepers, sport field groundsmen, landscapers, contractors
and lawn service providers.
These
groups demand high-quality inputs to secure strong, high-quality turf. They also require an integrated approach to keep turf strong and
maintain its health, without creating an environment that is conducive to the development of disease. There is an environmental need to
limit inputs which requires an integrated approach using unique, high-quality products. The most important inputs are specialty, controlled
release and slow-release, fertilizers, grass seeds, water conservation - and plant protection products. Some of these products’
well-known brands are Greenmaster, Sierrablen, Sierraform, ProTurf and H2Pro. Our Growing Solutions segment offers all product lines in
an integrated program and maintains a dedicated and experienced team of unique professional grass experts, along with a specialized distribution
network serving its key markets, mainly in Europe and Asia.
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Products
Specialty
fertilizers are highly effective fertilizers that allow more precise feeding of plants for their major nutrients needs (nitrogen, phosphorous
and potassium) as well as secondary nutrients and micronutrients. These fertilizers allow efficient fertilization through special applications
among others, through drip irrigation systems and foliar spraying, and help growers obtain higher yields and quality. These fertilizers
include, among others, controlled release fertilizers (CRF), slow-release fertilizers (SRF), soluble fertilizers and liquid fertilizers
as follows:
| • |
Controlled‑release fertilizers (CRF) allow accurate release
of nutrients over time. CRFs have a special coating that allows prolonged release of nutrients from over several weeks to 18 months compared
to regular fertilizers that dissolve in the soil and are immediately available but therefore leach partially into the soil. ICL Growing
Solutions offers leading global and regional brand-name products including Osmocote, Agroblen, Agrocote, Agromaster, Polyblen and Producote.
|
| • |
Osmocote is the most widely recognized and used controlled-release
fertilizer among ornamental growers globally. The brand is known to deliver high quality ornamental plants due to its consistent nutrient
release and unique patterned and programmed release technologies. We continue to invest in innovation and field trials to validate and
demonstrate the performance and high reliability of our products. With Osmocote Exact and Osmocote 5, ICL offers advanced technologies
designed to enhance nutrient and micronutrient uptake of the plants. In addition, ICL has developed a faster biodegradable coating for
controlled-release fertilizers, marketed as eqo.s. This technology is incorporated into the Company's professional turf brands, such as
Sierrablen and ProTurf, which are mainly used on sport fields and golf courses. The eqo.s is the first market solution featuring a CRF
coating for urea that biodegrades more rapidly, and is specifically designed to comply with the upcoming EU fertilizer regulation set
to take effect in October 2028. In 2025, ICL became the first company in the EU to receive the official CE Mark for this technology, certifying
its compliance and allowing its use in the EU market. |
| • |
Soluble fertilizers, which are fully water soluble, are commonly
used for fertilization through drip irrigation systems to optimize fertilizer efficiency in the root zone to maximize yields and some
of them can also be used for foliar applications. Our well-known brands for fertigation include Peters, Universol, Solinure, Agrolution,
Nova, Fertiflow and others. Our leading brands for foliar application are Agroleaf Liquid, Agroleaf Power and Nutrivant. ICL develops
specific formulations for different applications and crops. In South America, products such as Profol, Kellus, Tonus, Translok, Forcy,
Nutritio, Vegetação and Dimi Tônico are used as high technology products for farmers to improve plant nutrition and physiology
through foliar fertilization. There are specific formulations for specific crops, greenhouses and/or open fields, as well as for different
water types. In 2025, we launched our foliar drone-spray, water-soluble fertilizer technology under the brand name FertiBuzz. |
| • |
‘Straight fertilizers’ are crystalline, free‑flowing
and high purity phosphorus and potassium soluble fertilizers such as MKP, MAP and PeKacid. Our key brands include NovaPeak, Nova PeKacid
& NovaMAP. PeKacid is a patented product of ICL. It is the only solid, highly acidifying, water-soluble fertigation product that contains
both phosphorus and potassium. The product is ideal for hard water conditions where an acidifying effect is required, as well as for keeping
dripping lines clean. |
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| • |
Liquid fertilizers are used for intensive agriculture and are
integrated into irrigation systems (mainly drip systems). Our product line includes mostly tailor‑made formulations designed for
specific soil and water/climate conditions and crop needs. |
| • |
Peat is a growing medium for various crops in which generally
controlled‑release fertilizers and plant‑protection products are mixed in. Specific formulations of growing media are tailored
to meet the requirements of specific plants, including those cultivated in greenhouse bedding plants and outdoor nurseries. One of our
peats is the "Levington” brand, a well-known ICL brand. The integration of growing media products into our UK portfolio enhances
ICL’s ability to offer a holistic and efficient solution to our customers. We are dedicated to adopting more circular products and
expanding our selection of growing media offerings with Fibagro Advance, an outstanding peat alternative manufactured in the UK. This
innovative and advanced woodfibre product is being used as a key component in professional growing media mixes and provides professional
growers with sustainable growing solutions. |
| • |
Growing Media, Levington Advance is a leading brand of growing
media product line in the UK and Ireland, offering premium pre-mixed solutions tailored to the specific needs of ornamental growers. Through
our unique Fibagro Advance woodfiber technology, we offer an enhanced and sustainable alternative to peat. |
| • |
Specialty Turf Fertilizers - In addition to controlled release
fertilizers, the Company offers specialized fertilizers for a range of grass-field applications. For golf greens, the portfolio includes
very fine granular fertilizers, such as Greenmaster and Sierraform GT (slow-release fertilizers), as well as a range of Greenmaster liquids.
|
| • |
Water conservation and soil conditioning products – these
are new product lines developed by the segment to enhance water use efficiency and soil health. In professional turf, water conservation
products such as H2Flo and H2Pro are designed to retain moisture in the root zone, improving water availability and usage. This technology
is also being applied in agriculture to optimize water distribution around crop roots. For the Ornamental market, ICL offers H2Gro, which
is added to growing media to ensure consistent water availability to plants. A wide range of H2Pro products is also available for the
Professional Turf market. |
| • |
Bio-stimulants technologies, such as Triplus, Improver, Concorde,
Vegetação and Dimi Tônicoare and the general Bioz line are being successfully used by farmers to increase their productivity
and alleviate abiotic stress, such as drought, salinity, and others. |
| • |
Adjuvants are essential to enhance foliar nutrition, herbicides
and crop protection spray. We offer the South American market adjuvant technologies, including Helper, Tensor Max and AD+ as well as various
formulations that address the primary challenges facing farmers, such as drift and run off. |
| • |
Our Polysulphate® and Polysulphate®-based fertilizers,
customized to meet the needs of different crops and soil types, maximize yields and allow more precise and efficient applications.
|
| • |
Polysulphate® contributes to and follows the main market
trends in the field of increased nutrient-use efficiency, low carbon footprint and organic fertilizers.
|
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Following
are several examples of Polysulphate®-based products and additional products that are included in the FertilizerpluS line:
| • |
PotashpluS – a compressed mixture of Polysulphate®
and potash. The product includes potassium, sulphur, calcium and magnesium. |
| • |
PKpluS – a unique combination of phosphate, potash and
Polysulphate®. The product also includes sulphur, calcium and magnesium. |
| • |
NPKpluS – a unique combination of Nitrogen, phosphate,
potash and Polysulphate®. This product includes all 6 macro nutrients in one granule. |
Production
The
Growing Solutions segment's principal production facilities include plants in Israel (soluble compound fertilizers, liquid fertilizers,
and soluble NPK fertilizers), Spain (liquid fertilizers, and soluble NPK fertilizers), the UK (Polysulphate, PotashpluS, products for
water conservation and peat incorporated in growing media), China (soluble compound fertilizers and soluble NPK fertilizers), the Netherlands
(controlled release fertilizers and fertilizer blends), Belgium (soluble NPK fertilizers), the US (controlled release fertilizers, water
soluble fertilizers and liquid fertilizers) and Brazil (liquid fertilizers, water-soluble fertilizers, bio stimulants, controlled-release
fertilizers, improved efficiency phosphorus fertilizers, secondary nutrients fertilizers, and micronutrients fertilizers).
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The
Growing Solutions segment's main manufacturing plants and marketing companies are indicated in the map below:
The
segment's annual potential production capacity is approximately 500 thousand tonnes of soluble fertilizers, 800 thousand tonnes of phosphate
Fertilizers, 900 thousand tonnes of liquid fertilizers, 420 thousand tonnes of controlled-release fertilizers, 230 thousand tonnes of
straight fertilizers, 400 thousand m3 of growing media,
as well as 680 thousand tonnes of micronutrients and one million tonnes of Polysulphate®. In 2025, we produced about 721 thousand
tonnes of Polysulphate®.
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The
potential production capacity of our various plants is based on the hourly output of the plants, multiplied by potential hours of operation
per year. This calculation assumes continuous production over the year, 24 hours a day, other than a few days for planned maintenance
and renovations. Actual production is usually lower than potential production capacity, due to unplanned downtime, special maintenance
operations, lack of availability of raw materials, market conditions and seasonality in demand.
Production-related
developments throughout the Growing Solutions segment:
We
operate a PeKacid production facility at the Rotem site (located in Mishor Rotem), with a production capacity of 20 thousand tonnes. In
2025, we successfully achieved the required production quality for the product. PeKacid is a patented product of ICL and is the only solid,
highly acidifying, water-soluble fertigation product that contains both phosphorus and potassium. It is ideal for hard water conditions
where an acidifying effect is required, as well as for keeping drip lines clean.
In
2024, we acquired Custom Ag Formulators, a producer of liquids and water-soluble fertilizers, with facilities in California and Georgia,
expending our product offerings and strengthening support for diverse crop needs across key US growing regions.
In
2024, we also acquired Nitro 1000, a Brazilian producer of biological crop inputs. This acquisition expands our biologicals portfolio
and supports entry into new markets. Nitro 1000’s products, used mainly in soybean, corn and sugar cane crops, help optimize fertilizer
use, increase farmers profitability, and offer more sustainable solutions.
In
addition, in 2024, we acquired a UK-based GreenBest, strengthening our Turf and Landscape businesses and enhancing our custom fertilizer
capabilities in the UK market.
Since
2023, YPH has produced high-grade bio stimulative liquid fertilizers using premium organic and chemical ingredients, strengthening the
Company's specialty portfolio and market position in China.
Competition
The
global specialty fertilizer market is estimated at approximately $24 billion per year, accounting for approximately 4% of the total fertilizers
market. According to the Company's estimation, the specialty fertilizer market is growing at an average rate of about 5% per year.
The
specialty fertilizers market is diversified, with few global companies and many small to medium-size regional and local producers. We
are considered one of the largest global players in the specialty fertilizers market, with production plants in Brazil, Israel, the Netherlands,
Belgium, Spain, the UK, the US, Germany and China.
The
Capex needed to develop new production capacities for existing specialty fertilizer companies is generally not considered significant
compared to commodity fertilizer operations. However, barriers of entry for new players include, among others, extensive know-how in chemical
production and agronomy, professional selling and marketing teams, customer support capabilities, as well as registration and regulatory
requirements.
In
addition to ICL, other specialty fertilizers companies with a global presence include: Nutrien Ltd, Wesfarmers Ltd, Industries Qatar QPSC,
Sociedad Quimica y Minera, Yara International and Haifa group. Other companies, such as Pursell, Simplot, Nutrien and Koch (USA), Kingenta
and Moith (China) and JCAM (Japan) are considered regional players.
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ICL
Growing Solutions benefits from key competitive advantages:
| • |
A strong, efficient and integrated supply chain with in-house
access to high-quality raw materials, mostly phosphate and potash, supported by a broad product portfolio and global production footprint.
|
| • |
Strong R&D and innovation capabilities, creating a strong
platform for future growth in controlled-release fertilizers, fertigation, foliar soluble fertilizers, bio-stimulants, water efficiency
and innovative, and next- generation products. |
| • |
Advanced, value-added production technologies and tailored formulations
that meet our customers’ unique needs. |
| • |
A highly skilled global agronomic sales team offering expert
support and fostering customer loyalty. |
| • |
Comprehensive, one-stop shop product portfolio. |
| • |
ICL’s well-known and leading brands. |
| • |
Direct farmer relationships (B2C) in key markets (Brazil, Israel,
and India), enabling field-level service and acceleration of the innovation cycle.
|
Raw
Materials and Suppliers
The
primary raw materials acquired from external sources are mainly KNO3, SOP, ammonia, NPK granules, Urea, KOH, coating materials, micronutrients
and biostimulants ingredients.
In
addition, our specialty fertilizers business benefits from its backward integration to raw materials produced by the Company, such as
KCl, MGA, GTSP, MKP and polysulphate.
The
segment endeavors to hold inventories of raw materials in quantities that take into consideration projected levels of production, consumption
levels, supply timelines, distance from suppliers and other logistical considerations.
Sales,
Marketing and Distribution
The
primary markets of the Specialty Fertilizers business line are Europe, Brazil, China, the US, India, Israel and Australia. The Specialty
Fertilizers business line sells its fertilizer products primarily via a network of its own sales offices as well as through distributors
around the world.
In
general, our business model is based on brand-name, premium specialty products which are marketed by a strong agronomist sales network
at the end user level, while sales are invoiced through distributor-partners that distribute the products. The technical sales force emphasizes
the agronomic advantages of the specialty products to end users (farmers, growers of containerized plants, golf courses, etc.) and provides
advice and training of distributor sales representatives. Our Growing Solution segment also has specialized field forces for the Agriculture,
Ornamental Horticulture and Turf & Landscape markets supported by specialized marketing teams.
Most
specialty fertilizer sales are made through spot orders placed close to the supply date rather than long-term contracts. Consequently,
there is usually no significant backlog of orders in this sector.
Prices
are determined via negotiations between the Company and its customers, primary influenced by the interplay between market demand and production
costs, as well as by the customer’s identity and the terms of the agreement.
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In
August 2024, ICL entered into a five-year, $170 million agreement with AMP Holdings Group Co. Ltd., a leading agricultural distributor
in China, for the distribution of specialty water-soluble fertilizers for drip irrigation. This agreement, effective through 2028, includes
purchase commitments and exclusivity clauses, and reflects ICL's strategic expansion in the Chinese market, where demand for specialty
fertilizers is rising due to evolving agricultural practices and increased adoption of fertigation solutions.
In
2022, ICL signed a long-term agreement with India Potash Limited (IPL) to supply Polysulphate in India through 2026, with an option for
renewal. The five-year agreement covers a total volume of one million tonnes, with progressively increasing annual volumes. Shipments
set at a minimum of 25,000 tonnes each distributed evenly throughout the year. Pricing and payment terms are jointly determined by IPL
and ICL as needed. The availability of Polysulphate is expected to support the Government of India’s organic agriculture program.
The
Growing Solutions segment grants credit terms to its customers according to customary practices in their respective locations. The segment's
credit sales are generally covered by trade credit risk insurance or letters of credit from banks with high credit ratings.
For
further information about trends affecting the segment, see Item 5 – "Financial Results and Business Overview– D. Trend Information".
Seasonality
The
utilization and applications of specialty fertilizers align with the main growing seasons of specialty crops worldwide. Seasonality in
this business is primarily influenced by geographic location and crop type. While most of our specialty fertilizer business serves markets
in the northern hemisphere – where demand is concentrated in the first half of the year – our acquisitions of specialty fertilizers
assets in Brazil, have helped balance this. In Brazil, demand peaks in the second half of the year, reducing the segment’s overall
seasonality. Similarly, demand for fertigation-grades products in India is also concentrated in the second half of the year.
For
instance, certain specialty products, such as soluble fertilizers in the Ornamental Horticulture market, demonstrate consistent sales
and application throughout the year, showing limited seasonality. Conversely, controlled-release fertilizers are typically marketed during
the potting season of container nursery stock and pot plants, which occurs before springtime.
Other
Activities
Our
business activities include, among other things, ICL’s innovative arm, that develops new products and services, as well as digital
platforms and technological solutions for farmers and agronomists. This category includes Growers and Agmatix, innovative start-ups that
are developing agricultural data processing and analysis capabilities for the future of agriculture. These activities are not presented
as reportable segments as they do not meet required quantitative thresholds.
For
further information please see "Item 5 – Financial Results and Business Overview– C. Research and Development, Intellectual
Property and Licenses, etc.".
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Social
Investment
We
promote social engagement and investment programs and activities, in alignment with the Company's global Social Impact strategy and policies,
as defined and approved by our Board of Directors.
We
focus our efforts in three main areas: (1) promoting STEM education (science, technology, engineering and mathematics) and encouraging
innovation and excellence in the education system; (2) empowering the communities in which we operate, and responding to their individual
needs, while encouraging social innovation and entrepreneurship; and (3) promoting food security through a variety of means, products
and activities, including supporting local farmers, encouraging sustainable urban agriculture, and supporting local food banks. In addition,
ICL works to assist in disaster relief and crisis situations among our local communities.
Each
of our social investment activities is reviewed by the relevant authorized parties within our organization, according to the type and
amount of the donation.
Core
Projects
We
promote the formation, establishment, and development of social flagship projects in the various countries in which we operate.
"Thinking
Doing" is our flagship social program in Israel, operating across nine local municipalities. The program empowers community initiatives
by developing local entrepreneurship and leadership among the residents, social organizations, and municipal employees. It also encourages
social innovation and collaboration to build sustainable communities in the Negev region through the establishment and development of
anchor institutions.
ICL
participates in the "Password for Every Student" program in Israel, a project that provides a comprehensive, consistent solution for the
education system, beginning with the teacher and the student, and extending to the classroom, while creating e-communities. ICL's support
enables digital accessibility for 15,000 students in Israel, mostly from the Negev region.
Escritor
para o Futuro (Writers for the Future) and Sementes do Amanhã (Seeds of Tomorrow) are ICL’s flagship projects in Brazil. Escritor
para o Futuro aims to educate children and promote a deeper understanding of sustainability and the UN Sustainable Development Goals (SDG).
The highlight of the program is the publication of e-books on sustainability, written by the children themselves. In 2025, 2,743 students
and 126 teachers took part in this project. Sementes do Amanhã focuses on promoting sustainability, enhancing food security, and
empowering children through the establishment of community gardens and the cultivation of vegetables in local schools in the São
Paulo region.
Black
Girls Do STEM is ICL’s flagship social impact initiative in the St. Louis region. The program is committed to creating equitable
opportunities for Black girls through hands-on learning experiences, mentorship and long-term development pathways. It empowers participants
to build confidence, develop valuable skills, and envision future careers in science, technology, and innovation. This initiative reflects
ICL’s strong commitment to diversity, education, and fostering positive social impact in the communities in which we operate.
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Development
of local flagship projects - In 2025, ICL continued to prioritize the development and expansion of
local flagship projects in the countries where most of our employees live. Additional flagship initiatives were launched in the US, UK,
the Netherlands and Germany. The Company plans to further establish and scale these projects in the coming years, as part of its long-term
commitment to community engagement and social impact.
Security
situation in Israel – On October 7, 2023, the Israeli government declared a state of war following
an attack on civilians near its southern border, which subsequently escalated to other areas. Residents of the Gaza Envelope and Israel’s
northern frontier were evacuated, and a large-scale mobilization of military reserves was initiated. As the war persisted and intensified
throughout 2024 and 2025, ICL continued to support evacuees and other affected populations through a range of initiatives, including financial
contributions, equipment donation, and employee volunteering. The Company also increased its assistance to Israel’s medical and
mental health systems, with a particular focus on Soroka Hospital in the Negev, which sustained significant damage during the 12-day conflict
between Israel and Iran. In addition, ICL provided ongoing support to meet the evolving needs of its employees and their families.
The
Moshe Novomieski Potash Company Heritage Site Visitor Center at the Dead Sea, Israel
The
Moshe Novomieski Potash Company Heritage and Visitor Center opened to the public in 2021. The Center is located at the old workers’
compound in Sodom and highlights three main topics: the unique geological conditions that led to the formation of the Dead Sea; the history
of the founding of the Eretz-Israeli Potash Company in pre-state Israel; and ICL’s current activities. The Center was established
and is operated in collaboration with the Council for Preservation of Heritage Sites in Israel, the Jerusalem and Heritage Ministry, Israel’s
Ministry of Education, and others.
ICL's
total monetary donations in 2025 amounted to approximately $8 million. In line with the Company's
policy, no donations were made to political parties. In addition, in 2025, ICL employees contributed approximately 64,688 hours of volunteer
work, sponsored by the Company. This does not include 13,137 hours of volunteer work after working hours, which was encouraged, organized,
and logistically facilitated by ICL.
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Environmental,
Health and Safety
Introduction
Our
company is committed to creating impactful solutions for humanity’s sustainability challenges, by leveraging our unique resources
and technological ingenuity. Many of our products and services enhance global food security, industrial efficiency and safety. The UN’s
Sustainable Development Goals (SDGs) are ingrained in our guiding principles and aligned with relevant megatrends.
We
align our strategic planning to capitalize on material business opportunities pertaining to sustainability, as well as to assess and prepare
for sustainability-related risks. Food security is a major global concern, with climate-change increasing the stress on agriculture and
food supply chains requiring adaptation of the sector. A significant portion of ICL’s products and services enhance global food
security. Our products include key minerals, next generation fertilizers, digital farming/AgroTech solutions for precision agriculture,
plant-based proteins, Specialty phosphate food solutions that extend shelf life and reduce food waste, along with other products essential
for global food security.
We
are committed to developing and implementing a comprehensive Environmental, Social and Governance (ESG) strategy by integrating responsible
and sustainable considerations into our business activities, including in the manufacture and sale of our products. Our goals and targets
focus on increasing energy efficiency and renewable energy use, while reducing our carbon footprint, air emissions, water consumption
and wastewater output. We also aim to promote Circular Economy initiatives, optimize raw material use, expand material re-use and recycle
hazardous and non-hazardous wastes. In addition, we continue to integrate ecological considerations into our mining reclamation activities.
To
further support carbon emissions reductions across all our business segments as well as parts of our value chain, we have initiated a
process to enhance our digital capabilities, providing high-resolution metrics and low-carbon alternatives. We also intend to continue
implementing life-cycle analysis processes and monitoring the carbon footprint of our products. ICL promotes personal environmental responsibility
among its employees and supports the communities in which it operates, including through employee volunteerism. ICL also aims to achieve
and maintain leadership in ESG rankings and indices, while enhancing transparency and fostering an open dialogue with its stakeholders.
Our
company acts proactively to prevent environmental incidents through comprehensive risk management, knowledge sharing, effective maintenance,
and the development and implementation of appropriate management systems. ICL considers safety and health performance as core values and
aims to achieve top-tier safety results. Its operations are bound by multiple environmental and safety requirements, including those related
to climate change, energy efficiency, air quality, liquid and solid waste discharge, land reclamation, and hazardous substances and products.
Furthermore, to the Company must obtain and comply with various environmental permits and licenses, such as air emission and waste discharge
permits, designed to protect the public health and safety and the environment. To conduct its operations, the Company is required to comply
with the terms and conditions of these permits and licenses and to remedy any deviations from them.
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Beyond
existing environmental, health, and safety requirements, which have become more stringent over time, we may also be subject to new requirements.
These developments may create challenges and uncertainties regarding our ability to comply and could affect our capital expenditures and
operating costs. Compliance may require adjustments to our facilities, production processes, and operations. In addition, these potential
new requirements may oblige us to obtain new permits and licenses for our continued operations. Accordingly, we continuously monitor evolving
environmental, health, and safety requirements and assess their potential impact on our activities.
ICL
is assessing its value chain and working to increase the number of suppliers conducting sustainability assessments through the Together
for Sustainability (TfS) initiative. The Company is also committed to ethical conduct and fair treatment of its stakeholders, and seeks
to proactively foster an inclusive workforce. (for further information, see “Item 6 – Directors, Senior Management and Employees
– D. Human Capital - Promoting Diversity, Inclusion & Belonging (DIB)”).
We
continue our journey to enhance our understanding and preparedness regarding climate related risks and opportunities. This is the fifth
year in which we voluntarily disclosed information regarding climate-change risks and opportunities according to the core principles of
the Climate-related Financial Disclosures (TCFD) framework, and we intend to continue to advance our relevant knowledge in future years.
For further information, see “Item 4 – Information on The Company – B. Business Overview – ICL Climate Related
Risk and Opportunity Disclosures " below.
ICL’s
President and CEO, Mr. Elad Aharonson, serves on the Board of Directors of the International Fertilizer Association (IFA), a global fertilizer
association encompassing all actors in the fertilizer value chain which promotes the efficient and responsible production, distribution
and use of plant nutrients, by creating productive and sustainable agriculture systems that contribute to a world free of hunger and malnutrition.
This aligns with ICL’s commitment to “Zero Hunger” as the Company continues its evolution from a resource-based to a
purpose-driven organization.
ICL
strives to establish a culture of sustainability across the organization. To accelerate learning and continuous improvement, the Company
participates in multiple ESG and sustainability rankings, leveraging the feedback received to enhance performance and implement best practices.
Among these are ESG rating frameworks such as Maala and Entropy, from whom ICL has received very high scores. ICL achieved CDP double-A
status, being recognized as leader in corporate transparency and action on climate change and water security, placing ICL in the top 4%.
In EcoVadis, ICL scored 77 points, ranking in the top 2%. The Company also improved its MSCI ESG rating to A and achieved a Sustainalytics
rank of 21, placing ICL second out of 81 companies in its sub-industry. ICL is also committed to the United Nations Global Compact initiative.
ICL
has been recognized as an Industry Stewardship Champion by the International Fertilizer Association (IFA) for the past several years,
including 2025, reaffirming its commitment to excellence in safety, health, and environmental standards. In 2025, ICL’s US facilities
were recognized by the American Chemistry Council (ACC) for safety performance, with Certificates of Excellence awarded to seven facilities.
Agmatix, part of the ICL Group, was named the 2025 Data Driven Solutions Company of the Year, by Agri Business Review. Additionally, Agmatix
was selected as one of six winning technology initiatives in a national data infrastructure program led by the Israeli government. Agmatix
will collaborate with partners to build a comprehensive agricultural data platform that standardizes and unlocks agronomic data, accelerating
global insights, innovation, and digital transformation across the agricultural sector.
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The
Company’s products have also received recognition for their unique contribution. FruitMag™ was awarded the 2025 SEAL Sustainable
Product Award for its innovative, mineral-based solution that reduces citrus losses using natural Dead Sea magnesium, without the use
of fungicides. The ROVITARIS® SprouTx® textured soy protein won two awards in 2025, Best plant-based product' at the World Food
Innovation Awards and Fi Europe Innovation Awards: Plant-Based Category with our ROVITARIS® SprouTx® textured soy protein.
We
continuously invest in capital projects towards environmental protection, health and safety and in their proactive management. In 2025,
we invested approximately $131 million on environmental related projects, $61 million of which was allocated to investments in property,
plants and equipment. Over the next few years, we intend to invest additional significant capital to further reduce our air emissions,
treat hazardous materials and reduce our overall negative environmental impact. This will include investments that are required to comply
with the Israeli Clean Air Law, European environmental regulations, and other regional environmental regulations. We estimate that in
2026 we will allocate approximately $166 million for environment-related purposes. For further information, see “Item 3 - Key Information—
D. Risk Factors".
For
further details regarding our ESG practices and performance, see “ICL Corporate Responsibility Report 2024” in our current
Report on Form 6-K (File no. 001-13742) filed with the SEC on June 30, 2025. Our Corporate Responsibility web-report is made publicly
available on our website at www.icl-group.com. Neither the 6-K report nor our website have been incorporated into this Annual Report,
and the reference to our website is intended to be an inactive textual reference. The information found on, or accessible through our
website is not intended to be a part of this Annual Report.
Sustainability
Sustainable
Solutions
ICL
focuses on developing sustainable solutions that increase ICL’s positive global impact and deliver added value across its value
chain through existing and new products. The sustainable solutions we offer are interlinked with the trends in key markets and the challenges
that humanity faces.
In
an era defined by a growing global population and escalating environmental challenges, the imperative of ensuring food security (SDG 2
- Zero Hunger) has become a central priority. In response to the rising impacts of climate change, we continue our efforts to reduce greenhouse
gas (GHG) emissions (SDG 13 - Climate Action). ICL’s Research, Development and Innovation (RD&I) department has adopted the
United Nations Sustainable Development Goals (SDGs) as guiding principles in its RD&I activities.
As
part of our commitment to sustainable development, we combine environmental, health and safety criteria with commercial and operational
considerations when developing new products. Potential products are tested using an internal Sustainability Index for product development.
We have also developed a data-driven Impact Assessment Tool for all our RD&I projects to support our efforts to tackle climate change,
enhance food security, develop sustainable agriculture, and improve human health, safety and wellbeing in general. This strategic component
is part of our product development process to create a positive impact. We are implementing dedicated technologies across our global sites
designed to enhance our carbon footprint and life cycle assessment (LCA) calculations for multiple products and processes. We believe
these efforts enable us to identify and scale lower-carbon solutions, and to provide our value chain with greater benefits. We are also
implementing Circular Economy concepts as part of our efforts to reduce our environmental impact. These include award winning products
such as PuraLoop® and our innovative phosphorus fertilizer manufactured from reacting 100% SSA (sewage sludge ash).
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As
an essential player in the global food supply chain, our goal is to contribute to the effort of achieving Zero Hunger (SDG 2). Based on
research conducted by an external firm, it was assessed that ICL's products contribute to the enhancement of food security for about 5%
of the world’s population, or approximately 400 million people daily. Our fertilizer production alone has led to a remarkable increase
in agricultural output, yielding approximately 70 million tonnes, equivalent to about 190 billion meals annually and meeting the caloric
needs of around 175 million people every day. Simultaneously, our phosphates products have improved the quality and longevity of 43 million
tonnes of food, equivalent to about 230 billion meals annually, meeting the caloric needs of 210 million people every day.
The
fertilizer industry helps to overcome agricultural challenges by facilitating increased crop yields on existing agricultural land and
preventing excess conversion of natural habitats into agricultural land. This is especially true in an era where global food systems evolve
to meet new challenges and global food demand is projected to increase by 60% by 2050. To enhance global food security and availability,
we offer a broad variety of solutions to farmers, including commodity fertilizers, controlled release fertilizers (CRF), bio-stimulants,
organic fertilizers, digital farming/agricultural technology (Agro-Tech) solutions, plant-based proteins and more.
Our
products enable growers to enhance their yields and improve their crop quality, while increasing their nutrient use efficiency and reducing
their water consumption, thereby supporting both adaptation and mitigation of climate change. By offering more sustainable alternatives,
we contribute to the reduction of carbon intensity across the food supply value chain (Climate Action -SDG 13). Our Growing Solutions
segment offers CRFs and is developing biological bio-stimulants that stimulate plant growth and support plants in stress conditions. For
example, Bioz, ICL's biostimulants line, is crafted to maximize crop potential and foster sustainable agriculture. Mitigating challenges
from heat, drought, excess solar radiation (Bioz Keep Green) or diseases. Bioz stimulates soil activity, improves nutrient availability,
and reduces stress for enhanced nutrient uptake. Our Growing Solutions segment also helps farmers protect the environment by minimizing
their crops' loss of nutrients through leaching and volatilization. In 2025, ICL signed an agreement to acquire Lavie Bio’s key
assets. Lavie Bio leverages artificial inelegance, and an ambitious AI-driven program, jointly developed by ICL and Lavie Bio, has identified
novel microbe-based biological solutions that, when combined with fertilizers, are expected to be a game changer in overcoming various
abiotic stresses under different weather conditions. Thus, improving crop resilience and increasing yield. In addition, ICL’s solutions
enable farmers to make data-driven decisions through precision agriculture. ICL also offers organic fertilizers such as Polysulphate®,
a cutting-edge natural fertilizer, which contains sulfur, potassium, magnesium, and calcium for comprehensive crop nutrition, and Nova
QuicK-Mg, an organic blend of potassium and magnesium, which is ideal for magnesium-deficient tropical soils.
As
part of our commitment to sustainable agriculture, we produce efficient water conservation products that help to retain water in the root-zone
of crops and turf through novel technology (Clean water and sanitation – SDG 6). Our key brands, H2Flo and H2Pro, significantly
reduce traditional irrigation requirements. We also produce a specialized solution, Nova Complex Optima, a nitrification inhibitor (DMPP)
that prevents groundwater contamination and mitigates the risk of nitrate leaching. This innovative product, tailored to crop nutritional
needs, contributes to sustainable agriculture by slowing ammonium-to-nitrate conversion, preventing nitrogen runoff and enhancing soil
fertility. Additionally, Nova Complex Optima reduces nitrous oxide production. ICL is also developing Controlled Release Fertilizer (CRF)
with biodegradable coating for open-field agriculture, aligning with upcoming European standards and supporting sustainable farming practices.
An additional product designed to support sustainable practices in farming is pHix-up, a solution that rapidly neutralizes post-feeding
rumen acidity and helps to balance pH levels in cattle, which is crucial for their health. This solution, beyond basic pH control, also
boosts milk production and enhances milk composition.
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Our
products also serve the food industry's needs. Our JOHA® emulsifying salts, enables extended shelf life for food products, reducing
food waste. We also market alternative protein solutions (plant-based substitutes). Through a collaboration with Protera Biosciences,
an AI-driven FoodTech start-up, our Food Specialties unit develops novel proteins, offering sustainable, highly functional protein-based
ingredients for food manufacturers. As part of our approach to advance sustainable and innovative solutions in the food industry, in 2023,
ICL Food Specialties, in collaboration with Plantible Foods, launched a Rovitaris Binding Solution powered by Rubi Protein. In 2024, this
innovative ingredient was honored with the Ingredient Idol award at the SupplySide West (SSW) conference and recognized as the most innovative
food ingredient of the year. Another solution in our portfolio is FruitMagTM,
a sustainable, mineral-based and fungicide-free solution for post-harvest citrus fruit treatment. By using a food-grade magnesia product,
ICL eliminates the need to use toxic materials and reduces product losses while increasing shelf life.
To
support our growing efforts to enhance our portfolio ICL acquired 49.9% of Bartek Ingredients' shares. Bartek is 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.
These functional food ingredients are used by food and beverage companies to enhance flavor profiles, extend shelf life and improve overall
quality. These additives also contribute to the quality, safety and efficacy of personal care products. For further information, see Note
8 to our Audited Financial Statements.
By
supporting food security, improved nutrition, and sustainable agricultural practices, which are key components of SDG 2 (Zero Hunger),
including the objective of reducing food loss and waste, ICL’s products contribute to advancing this global goal.
ICL
is committed to innovation in agriculture and food production and is working with startups and other partners to develop new solutions
that can help produce more food using fewer resources, while reducing the environmental impact of food production. ICL’s innovation
incubator is engaged in identifying startups in the FoodTech and AgroTech industries that can bring real change to the world. Through
its global presence and existing assets, ICL can help startups achieve their goals and boost their sustainability efforts.
Agmatix,
an essential player within ICL's AgroTech digital solutions, is an agroinformatics company committed to revolutionizing agriculture through
data-driven innovation. The platform is designed to standardize agronomic data and provides actionable insights that empower agricultural
professionals to optimize their field trial research and crop nutrition. Agmatix was recognized for its AI-driven platform, which helps
agrifood companies’ agronomists and suppliers implement environmentally friendly crop strategies. Agmatix users oversee some 15
million acres of land worldwide, and the company’s new RegenIQ platform allows those users to receive real-time data and feedback.
GROWERS
is another innovator within ICL's digital solutions in the field of process and data-driven farming. GROWERS is reshaping agriculture
by democratizing advanced technology for every farmer, advisor and buyer. Through their pioneering platform, GROWERS establishes a seamless
connection between farmers and agricultural retailers, granting autonomy and options while maintaining links with trusted retailers.
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Through
our Digital Ag solutions, we offer farmers a Plant Nutrition Carbon Footprint Optimization tool that allows them to compare nutrition
plans and consider the trade-offs between yields and environmental impact. The system calculates carbon footprint & GHG emissions
based on various parameters such as field characteristics (soil type, organic matter, pH), environmental conditions, agronomic practices,
crop type, fertilizer type, applications timing, and residue management.
ICL
is committed to continuing its pursuit of innovation, aiming to introduce new solutions to the market that satisfy the evolving needs
of the industry and through these efforts, to position the Company as a leader in the future of agriculture.
The
health and personal care industry has experienced growth coupled with heightened consumer awareness of ingredients, quality, safety, and
environmental impact, requiring the development of unique products. To this end, we have heavily invested in R&D to develop and manufacture
safe, high-purity, high-quality ingredients that are designed to comply with the exacting quality standards demanded by the industry and
today’s consumers’ demands.
ICL
produces a wide range of products serving the pharmaceutical, nutraceutical, and food markets. These include active pharmaceutical ingredients
used by pharmaceutical manufacturers to treat osteoporosis, ingredients that support and maintain electrolyte balance in the human body,
and a line of 100% naturally based personal care products derived from magnesium sourced from Dead Sea salts. Among them are CareMag®
D, a deodorant ingredient, CareMag® B, a baby skin care ingredient, and CareMag® M, a natural-based wash-off mask. These products
are approved by COSMOS, the Cosmetic Organic and Natural Standard, which establishes certification requirements for cosmetic products
in Europe and is the standard recognized globally by the cosmetics industry. We have also expanded our portfolio to include sustainable
solutions for textiles. ICL’s TextiMag™ is an innovative magnesium-based textile finish, an odor-adsorption technology that
uses high-purity magnesium to naturally reduce odor without harsh chemicals. It is the first-ever
magnesium-based odor adsorption technology developed for the textile industry. TextiMag™ has been certified as a bluesign®
system partner, and its formulation is designed with safety, traceability, and environmental responsibility in mind.
As
awareness and demand regarding low-carbon products grows in multiple markets, we initiated a process to enhance our digital capabilities,
providing high-resolution metrics and low-carbon alternatives to further support our efforts to lower carbon emissions associated with
our value chain across all our business segments. ICL is committed to sustainability across our entire value chain, from raw material
extraction to production processes and downstream applications. We are implementing dedicated innovative technologies across our global
sites, to enhance our carbon footprint and life cycle assessment (LCA) calculations for multiple products and processes. ICL’s ability
to offer products with low carbon footprints enables its value chain to deliver solutions with added environmental value. These include
Polysulphate® in our Growing Solutions segment. In Industrial Products segment, the Company produces bromine in Israel, which has
been recognized as having the lowest calculated carbon footprint globally. The
Company engaged ECOINVENT, a world-leading provider of high-quality environmental life-cycle inventory data provider, to review the environmental
footprint of ICL’s bromine production. Following a review of ICL’s production processes and primary data (including information
relating to material and energy inputs, operational parameters, and methodological assumptions), ECOINVENT delivered its updated assessment
in October 2025, confirming that the carbon footprint (CFP) of bromine produced in Israel is the lowest calculated carbon footprint globally among
the bromine datasets represented in the ECOINVENT database. This verified dataset will serve as a basis for CFP assessments of our downstream
products, further ensuring consistent and transparent calculations across our portfolio, while demonstrating that the use of bromine-based
solutions enables tangible advantages for downstream industries, both in the present and the future.
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For
the battery materials market, ICL will continue developing its existing activities related to the supply of raw materials. The Company
has shifted its strategy and does not intend to move further downstream into cathode active materials, instead continuing to serve as
a supplier of raw materials to battery customers.
Our
efforts to improve our impact on the environment are facilitated by innovation and commercial excellence activities (Industry, Innovation
and Infrastructure – SDG 9). We are increasingly more operationally efficient, integrating renewable energy into our fuel mix and
implementing Circular Economy activities, both within our organization and in collaboration with our partners.
Circular
Economy
‘Circular
Economy’ and an ‘Integrated Production Value Chain‘ are guiding principles that drive our activities.
ICL
is actively engaged in the development of sustainable solutions and processes, aligning its operations, products and business models with
principles that contribute to Circular Economy and address resource scarcity. To this end, the Company designs its products to enhance
efficiency, recyclability and durability, innovates new products from materials previously considered byproducts or waste, and works to
optimize its production processes.
Examples
of these new processes and solutions:
| • |
We continuously explore new technologies to use secondary phosphate
sources as alternatives to virgin raw materials. We are developing future resources for our fertilizer products, including for recycling
and recovery of phosphorus and nitrogen from secondary sources. |
| • |
PuraLoop® is an innovative phosphorus fertilizer produced
by us through the reaction of 100% SSA (sewage sludge ash). This pioneering fertilizer addresses the critical issue of resource conservation
in agriculture and promotes sustainable farming. |
| • |
Pearl® is a sustainably recycled phosphorus product that
helps to close the phosphorus cycle. It is recovered from high concentrations of phosphorus in diverse water streams, preventing losses
into aquatic environments while preserving finite rock phosphate resources, and is integrated into our premium controlled-release fertilizer,
Sierrablen Plus®. |
| • |
MagiK® is a powerful organic multi-nutrient for crops, used
as an additive in fertilization products. It was developed from a byproduct stream of our magnesium production process. |
| • |
Fibagro Advance is a peat-alternative growing media that uses
waste from the timber industry and a thermo-mechanical process to create a unique matrix that improves moisture and nutrient retention.
The product has a lower carbon footprint compared to peats and other peat alternatives. |
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Examples
of optimization of ICL’s production processes include:
| • |
As part of our Circular Economy efforts in China, we are developing
various uses for phosphogypsum, the only byproduct from our Chinese site that has not yet been fully utilized. In addition to existing
solutions, the Company, in collaboration with local authorities, has developed a solution to rehabilitate an old mine. In 2025, we successfully
utilized 2.8 million cubic meters of phosphogypsum. |
| • |
We invest time and effort in advancing solutions for the utilization
of phosphogypsum at Rotem, in line with our Circular Economy approach to transform byproducts into valuable resources. The Company is
collaborating with a third party to establish a pilot intended to evaluate a technological pathway to convert phosphogypsum into valuable
raw materials that can be reintegrated into industrial value chains. |
| • |
At ICL Dead Sea, salt is used as internal infrastructure in the
rehabilitation of operational roads, construction of wall barriers, as well as in other infrastructure projects. |
Non-financial
KPI’s & Sustainability Linked Finance
In
April 2023, ICL further expanded its strategic focus on sustainability by entering into a $1,550 million Sustainability-Linked Revolving
Credit Facility Agreement (Sustainability-Linked RCF) with a consortium of twelve international banks.
Both
the Sustainability-Linked RCF and the SLL include three Key Performance Indicators (“ESG KPIs”) which have been designed to
align with ICL’s sustainability goals. The ESG KPIs include a reduction in Absolute Scope 1 & 2 GHG Emissions, an increase in
the percentage of women in ICL’s senior management and an increase in the number of valid TfS (Together for Sustainability initiative)
scorecards obtained by ICL suppliers. Each of the KPIs will be regularly assessed throughout the term of the Sustainability-Linked RCF
and SLL, with performance verified by third parties. As of the reporting date, the relevant annual targets have been achieved. For further
information, see Note 13 to our Audited Financial Statements and “Item 6 – Directors, Senior Management and Employees –
D. Human Capital".
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Health
and Safety
As
a leading global specialty minerals company, we are subject to specific environmental, health, and safety requirements under international,
national and local laws, regulations, and permits within each jurisdiction in which we operate. To sell our products and to operate our
processes, including mineral extraction, production, distribution, marketing, and use of products, we are required to comply with relevant
environmental, health and safety requirements.
ICL
manufactures products that are part of everyday life. Some of our products, if not managed properly, are potentially harmful to the environment
and to the health and safety of those who are exposed to them during their production, transportation, storage, or use. This also applies
to effluents, air emissions and other waste streams that are generated during the production of some of our products. These substances
can result in contamination that necessitates remediation, clean-up, or other responsive actions. Our existing products undergo evaluation
during the various stages of their production process and supply chain, and we also assess the risks of our new products prior to their
launch. We also invest resources to develop sufficient information and data for our products. This enables us to characterize their safety
features with reference to human health hazards and environmental threats. We strive to increase their positive impact and to reduce any
negative impact.
Industrial
production in general, and the chemical and mining industries in particular, require the implementation of special precautionary measures
to maintain a safe and healthy work environment. Safety is one of our fundamental values, and we continuously work towards accident prevention
by fostering a zero-accident culture. Our OEMS-EHS (Operational Excellence Management System) provides the framework that drives operational
excellence for industry-leading safety and reliability performance across our organization. As part of this approach, we conduct periodic
risk assessments, PSM (Process Safety Management) methods and external and internal audits across all our operations, including our contractors’
operations. Emergency drills, personnel training and knowledge sharing processes are part of the annual plans of our sites. Our proactive
program engages our employees and managers to identify risks and work to utilize various measures and technologies. Our efforts have been
recognized with high-ranking grades. For example, ICL’s US facilities were recognized by the American Chemistry Council for Safety
Performance in 2025. Certificates of Excellence were awarded to seven facilities.
To
minimize potential occupational hazards that may occur during our operations, and to help ensure a safe and healthy work environment,
we seek to comply with strict occupational safety and health standards prescribed by local, national and international laws and standards.
The health of our employees and contractors is checked regularly. Mandatory and locally agreed safety equipment is provided to our employees
and requested from our contractors. We regularly monitor our work environment and perform industrial hygiene monitoring as required by
regulations and Company procedures. We set safety targets for improvement annually, and safety KPIs are reported and tracked from all
ICL production sites. One of the KPIs for all executive management is IR (Incident Rates), which is an indication of how many incidents
of lost working days (a measure of severity) occurred. In 2025, the IR was 0.42.
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*
Incident Rate - Lost working days cases, multiplied by 200,000, divided by employees’ work hours (not including our offices employees).
Any injury event with one or more lost workdays is included in the IR calculation method.
Following
any severe incident, inspection committees are formed to engage in-depth learning processes, and to enable necessary corrective and preventive
actions to avoid future occurrences. This proactive approach reflects our ongoing commitment to safety and continuous improvement. For
further information, see “Item 3 – Key Information – D. Risk Factors – Accidents occurring during our industrial
and mining operations, and failure to ensure the safety of workers and processes could adversely affect our business.”
We
invest extensive resources in training, mentoring, and additional safety measures to improve occupational safety and health as well as
to prevent accidents and occupational illnesses. As part of our proactive EHS approach, we implemented an Operations Management System
(OEMS-EHS) that provides a structured framework to promote operational excellence, safety and reliability across the organization. We
have also adopted Human and Organizational Performance (HOP) principles, which focus on early detection and prevention, foster organizational
transparency, and strengthen safety defenses for employees, processes, and the environment. The HOP approach creates dialogue and knowledge
sharing within our organization between managers and employees, and HOP workshops are conducted at all our global sites. Our proactive
efforts to prevent EHS incidents are monitored through leading (proactive) KPIs.
We
are a “learning organization” that strives to retain a mindset of learning from both our successes and our failures. Analysis
of events and “near misses”, as well as reporting of EHS hazards, is encouraged and conducted at all our sites. Management
meetings often include a case analysis of a recent EHS incident, including conclusions and corrective actions taken. We also initiate
cross-organizational learning processes on a regular basis to encourage peer learning, including an international learning forum led by
our Global EHS VP.
In
recent years, we have implemented advanced technologies to assist us in managing EHS events and proactive safety processes globally. We
have deployed specialty software at all our sites. The software's modules include lesson learning, shared learning, intake of innovative
ideas arising from the field and additional controls and defenses. A change management module is also part of the assimilated technology.
In addition, we created a mobile EHS application used globally for EHS management, hazard recognition, emergency-event management and
various proactive online activities. In 2025, we implemented a new Permit to Work (PTW) module to strengthen oversight of high-risk activities,
and both employees and managers routinely use these technologies.
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Emergency
drills, including unannounced drills, are a part of our annual work plans and are conducted regularly to test and improve readiness for
events such as earthquakes, leakage of hazardous materials, and fires. We continue to enhance our procedures and measures with the goal
of becoming leaders in crisis management, management of workplace hazards and EHS practices.
To
prepare for natural disasters and emergency scenarios, we created emergency teams qualified to perform a broad range of first responder
roles, including rescue from ruins and disaster areas following earthquakes. Dozens of volunteers participate in such activities in addition
to their routine duties. Teams are provided with advanced equipment and practice highly complex rescue and evacuation scenarios.
Our
defined Business Continuity Plan (BCP) enables business continuity and quick recovery from various crisis scenarios, minimizing business
disruption and EHS impact.
In
addition, we are introducing AI technology to support various processes and strengthen our defenses, including the use of robots and drones.
Examples include smart systems for forklifts and trucks, the use of drones to inspect confined spaces (which eliminate the need for an
employee to enter dangerous surroundings), smart sensors, and other advanced applications.
PSM
methodology is used to develop and implement policies and standards guided by the CCPS framework, which includes the EU Seveso Directive,
OSHA PSM Regulation, and UK HSE Control of Major Accidents. Israel’s Ministry of Environmental Protection has adopted the Seveso
risk assessment methodology, and Israel’s Ministry of Labor adopted the OSHA PSM Regulation, which are expected to be required at
our relevant facilities. All processes apply to both employees and contractors.
Our
risk management process is a structured, continuous process, consisting of both periodic and ongoing activities. A comprehensive risk
mapping process was conducted throughout our organizational units, and we have streamlined formal Enterprise Risk Management (ERM) policies
and procedures focusing on process safety at all sites throughout our Company. For further information, see “Item 4 – Information
on The Company — B. Business Overview - ICL Climate Related Risk and Opportunity Disclosures".
For
further details on regulatory, environmental, health and safety matters, see our “ICL Corporate Responsibility Report 2024”
on our website at www.icl-group.com. The reference to our website is intended to be an inactive textual reference, and the information
on, or accessible through, our website is not intended to be part of this Annual Report.
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Climate
Change and Greenhouse Gas Emissions
The
impact of climate change is being increasingly recognized throughout our value chain and across the globe. Our value chain, for example,
is exposed to extreme weather events that stress food production systems. Our own facilities are also assessing their exposure to various
climate-related impacts. Climate change is a growing concern not only for governments and non-governmental organizations, but also for
our stakeholders, including investors, customers, employees and the general public. In response, we are aligning our actions to keep pace
with this accelerating change.
We
are witnessing an increasing level of new and tightened global regulation of greenhouse gasses (“GHGs”) which may impact our
operations by requiring changes to our production processes or increasing raw-material use, energy consumption, and production and transportation
costs. These regulations will also require greater disclosure of our efforts and associated costs. At the same time, in the US, the federal
government has been considering and adopting initiatives to rollback restrictions on greenhouse gas emissions and regulations targeting
climate change and may continue to do so. The impact of these diverging regulatory developments on our operations, suppliers and markets
we serve may vary, and we continue to monitor them closely. For additional information regarding our climate change–related risk
management and GHG emissions, see “Item 3 - Key Information— D. Risk Factors”.
ICL
Climate Related Risk and Opportunity Disclosures
Introduction
As
a leading global specialty minerals company, we understand that our industry can be an important enabler in the transition to a low carbon
economy. We can contribute to this transition by developing innovative products and services as well as by offering solutions designed
to promote sustainable agricultural and other practices, minimize environmental impact and enhance safe economic progress in a more sustainable
manner. As our industry is a major consumer of fossil fuel-derived energy and an emitter of greenhouse gases, we aim to reduce our global
GHG emissions and to transition to net zero (Scope 1&2). We recognize that climate change has a wide-ranging impact on our operations,
supply chains, and markets. In addition, as a company committed to transparency and responsible reporting, we acknowledge the rapid increase
in global interest in the development of more comprehensive climate-related disclosure. In 2023, the International Sustainability Standards
Board (ISSB) issued the first IFRS Sustainability Disclosure Standards, IFRS S1 and IFRS S2. Since then, multiple jurisdictions have moved
to adopt or align with the ISSB baseline. In the European Union, the European Commission adopted the first set of European Sustainability
Reporting Standards (ESRS) in July 2023 for application under the Corporate Sustainability Reporting Directive (CSRD), and during the
years 2024 and 2025 advanced simplification efforts that have affected the timing and scope of reporting requirements. In addition, the
state of California has enacted laws requiring disclosure of climate-related risks (currently subject to a court-ordered stay), as well
as GHG emissions, however certain elements of these requirements remain subject to ongoing rule making and legal challenges. Additional
jurisdictions are expected to adopt regulatory disclosure requirements relating to climate risks and opportunities disclosures, GHG emissions
and other ESG metrics in the foreseeable future. While disclosure requirements and topics differ among the frameworks, climate-related
disclosures are included in each of the frameworks, demonstrating their importance. For further information, see “Item 3 - Key Information—
D. Risk Factors".
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In
our previous annual reports, we aligned our climate risk assessment and reporting with the recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD), which has been the leading climate reporting framework since 2017. While the TCFD framework has been integrated
into the International Sustainability Standards Board (ISSB) standards (IFRS S1 and IFRS S2), we continue to apply the core principles
of the TCFD framework in our voluntary climate disclosures. This ensures consistency and transparency in reporting climate-related risks
and opportunities. We closely monitor the evolution of ISSB and the adoption of additional global climate reporting standards, and their
implications for future reporting. In 2025, we continued to report climate-related disclosures, guided by the core principles of the TCFD
framework.
As
part of our legacy targets, we committed to a 30% reduction of our greenhouse gases (GHG) emissions (Scope 1&2) by 2030 (versus 2018,
being the base comparison year), and to date, we are on track to achieve this goal. Going further, following ICL's declaration to set
a decarbonization plan in accordance with the criteria and process of the SBTi, in 2024, ICL updated its decarbonization roadmap beyond
2030 and formulated the relevant targets in accordance with the SBTi standards and requirements. In 2025, SBTi validated ICL’s near-term
greenhouse gas emissions reduction targets by 2034 (versus 2022, being the base comparison year). The SBTi initiative promotes ambitious
climate action in the private sector by enabling organizations to set science-based emissions reduction targets in line with the Paris
Agreement’s goals. For further information, see “Item 3 - Key Information— D. Risk Factors".
Building
on our established approach to climate-related reporting, we conducted a screening of material climate-related risks and opportunities
relevant to ICL, highlighted our existing good practices and identified next steps to strengthen our climate-related governance, strategy
and risk management procedures. The following section outlines our progress across four key areas of climate risk and opportunity management:
Governance, Strategy, Risk Management, and Metrics and Targets.
Governance
and Management of Climate Related Risks and Opportunities
Board-level
Oversight of Climate-related Issues
| • |
Climate risk management is an integral part of our overall approach
to ‘Doing the Right Thing, in the Right Way, Every Day’. ICL’s Board is responsible for setting ICL’s overall
strategic direction, including sustainability, climate and ESG related matters. The Board views climate change as a material component
of the Company's strategy. |
| • |
The Board has appointed a Climate, Sustainability and Community
Relations Committee (“CSC Committee”) to oversee climate-related issues, including but not limited to, climate-change risk
assessment and mitigation plans, installation of renewable energy facilities, site decarbonization plans, implementation of Circular Economy
activities, achievement of energy and water savings targets and implementation of various policies related to environmental impact. The
CSC Committee is chaired by Dr. Miriam Haran, a leading environmental expert with substantial experience in environmental and climate-related
matters. The CSC Committee comprises three additional directors on the Board who possess significant industrial and risk management experience,
including experience regarding environmental matters. |
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| • |
The CSC Committee convenes quarterly, as scheduled, unless additional
meetings are necessitated for ad hoc purposes. The meetings include review of updates regarding the Company’s latest ESG related
events, as well as changes in underlying regulations, ESG risk assessments and ESG management systems, in addition to review and approval
of policies and procedures when relevant. The CSC Committee also holds annual discussions regarding, among other things, risk mitigation
measures, climate-related risk and opportunity disclosures, the Company’s ESG reporting, and ICL’s sustainability KPI targets.
Progress made on climate-related targets, and adherence to the Company’s GHG decarbonization targets, are also monitored in these
meetings (for more information, refer to the ‘Metrics and Targets’ section below). |
| • |
In February 2023, the Board approved the submission of a declaration
to the SBTi organization, wherein the Company will commit to set a near-term, science-based target in accordance with the framework developed
by the SBTi. The Board’s approval followed discussion and approval by ICL’s Global Executive Committee (GEC) in January 2023,
and the CSC Committee in February 2023. In March 2023, SBTi officially confirmed ICL’s commitment to develop near-term targets in
accordance with SBTi criteria and processes. Following ICL’s submission in March 2025, SBTi validated ICL’s near term targets
for GHG reduction in July 2025. The CSC Committee will continue to oversee ICL’s decarbonization plan and targets. |
| • |
The Board’s Audit & Accounting Committee, as determined
in ICL’s Board Manual, is responsible for, among other responsibilities, overseeing ICL’s risk management, including monitoring
our activities to manage and mitigate identified risks, as well as to ensure our compliance with relevant regulations. Accordingly, ICL’s
Enterprise Risk Management (“ERM”), which includes climate related risks, is discussed at least on a bi -annual basis, and
any material changes are updated on a regular basis. |
| • |
ICL’s ERM approach and constituting documents, including
its ERM policy and procedures, follow the risk management methodology of the Committee of Sponsoring Organizations of the Treadway Committee
(COSO). The methodology is defined as “the culture, capabilities, and practices, integrated with strategy setting and its performance,
that organizations rely on to manage risk in creating, preserving, and realizing value”. |
ICL
has integrated climate related risk and opportunities into its formal ERM processes, including the ESG risk management structure and in
various categories under the ICL Risk Universe. Physical and transition risks have been integrated at all risk levels.
For
further information, including additional information regarding Dr. Haran’s biography and the frequency of CSC Committee and the
Audit & Accounting Committee meetings, see “Item 6 – Directors, Senior Management and Employees— A. Directors and
Officers & C. Board Practices—Our Board Committees”.
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Management
and Leadership Oversight
| • |
ICL’s Global Executive Committee (“GEC”), comprised
of its senior executive management members, meets on a weekly basis and is responsible for overseeing the Company’s actions, policies
and initiatives designed to ensure that ICL’s material ESG and climate -related risks are being appropriately addressed and managed.
It also renders decisions on various issues including sustainability, climate and ESG matters. This includes the formation of annual budgets,
deliberations regarding major capital and operational expenditures for climate mitigation activities related to low carbon production
products and services, climate -related transactions (including acquisitions, mergers and divestitures) and the implementation of the
climate transition plan. |
| • |
To assist the GEC in better monitoring and overseeing ICL’s
sustainability, climate and ESG related matters, the GEC appointed a GEC Sustainability Committee, an advisory committee which convenes
on a quarterly basis. Following an organizational change, ICL’s EVP, Chief Legal and Sustainability Officer, was appointed as Deputy
CEO, and the responsibility over sustainability was transferred to the ICL Chief Procurement & CAPEX Officer, as well as responsibility
for energy matters. Accordingly, ICL Chief Procurement & CAPEX Officer, is chairing the GEC Sustainability Committee as of 2026. In
2025, the GEC Sustainability Committee was chaired by ICL’s EVP, Chief Legal and Sustainability Officer, and included the CFO, the
EVP, Chief Risk Officer, ICL's Potash Division President, and Head of Israel Phosphate Operations, who is also in charge of ICL’s
global EHS, the Chief Procurement & CAPEX Officer, the Chief Innovation and Technology Officer and the ICL's Phosphate Specialty Solutions
Division President. Three separate management-level committees report to the GEC Sustainability Committee on climate-related risks. These
include: (i) a Physical Risk Committee and (ii) a Transition Risk Committee. A third committee, an Operational Executive Committee (OEC),
is responsible for management, including measurement, of certain operational matters, including: waste, water management, air quality
and pollution, biodiversity and EHS. All three committees are supported by ICL’s global sustainability and risk management teams,
which manage both physical and transitional climate-related matters. The purpose of these committees is to identify potential climate
related risks and opportunities, assess their impact on ICL’s operational and logistic sites, manage their financial transition,
and determine mitigation actions to minimize ICL’s exposure to risk according to the respective ICL risk appetite. The chairs of
the committees meet on a periodical basis to synchronize their activities. |
For
further information regarding ICL’s senior management, see “Item 6 – Directors, Senior Management and Employees –
A. Directors and Officers”.
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Working
Groups
Multiple
stakeholders within the Company are engaged as needed. We apply a ‘bottom-up’ approach to climate-related risk and opportunity
identification and verification to ensure that awareness of climate-related issues is implemented across all our segments, business units,
operations and geographic locations.
Training
We
conduct dedicated training sessions on climate, the environment and various sustainability-related topics for our executive management
and employees across the Company on a regular basis to ensure that they are updated on the latest developments.
Board
Oversight Trainings
Over
the past several years, our Board of Directors, along with the CSC Committee and Audit & Accounting Committee, have engaged in continuous
capability-building initiatives to strengthen their oversight of sustainability and climate-related matters. These have included dedicated
trainings on TCFD principles and related climate risks and opportunities, as well as periodic updates on our disclosure processes and
progress. Ongoing additional sessions are conducted throughout the year. These efforts have evolved into regular, structured discussions
at the Board and committees' levels, ensuring that members remain informed and equipped to oversee climate-related strategy and reporting.
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Each
quarterly Board meeting opens with an EHS and Sustainability review and discussion, that includes climate-related aspects and other ESG
matters, as well as monitoring of related KPI’s. About twice a year, the Board conducts off-site Board visits at ICL’s sites
around the globe. These meetings include a tour of the site (or sites) and discussion of, among other topics, environmental, sustainability,
climate, safety and other ESG risks and related issues.
Management
Oversight Training
Our
GEC’s continuous training program encompasses comprehensive discussions on a wide array of critical topics including climate action,
sustainability strategies, safety protocols, risk management and various other ESG (Environmental, Social, and Governance) considerations.
This includes training sessions on topics such as scope 1, 2, and 3 emissions, as well as in-depth education on initiatives like the Science-Based
Targets initiative (SBTi). Moreover, the training provides updates on pertinent regulatory changes and facilitates regular discussions
on risk assessments to ensure our leadership remains well-informed and proactive in addressing emerging challenges.
Working
Groups and Stakeholders Trainings
A
variety of ongoing workshops are held for various working groups, accompanied by internal and external experts. In addition, each year
ICL organizes a global ESG Week that focuses on environment, safety and health, community and volunteering, quality assurance, sustainability
and compliance topics. The purpose of the event is to promote engagement and knowledge sharing within the Company, and to increase awareness
of our sustainability goals and guiding principles as well as to implement a culture of sustainability. Since 2023, we have officially
embraced the UN Sustainable Development Goals (SDG’s) as guiding principles in our revised Code of Conduct and Business Partners
Code of Conduct, reflecting our overall approach to sustainability and our commitment to ‘Doing the Right Thing, in the Right Way,
Every Day’. We continue to be committed to implementing SDGs in all areas of our operations and activities. Engagement activities
include both on site and online workshop training, external lectures, and various educational materials.
Executive
Compensation
For
the past several years, ICL’s HR & Compensation Committee and Board of Directors have incorporated ESG performance targets into
the annual short-term incentive plans for executive officers, underscoring a strong commitment to sustainability. This integration ensures
that accountability for achieving ESG objectives that promote our business objectives is embedded within the leadership team. Annual KPIs
for executive management, including in 2024 and 2025, were tied to specific ESG targets and constitute a key component of the executive
compensation mechanism. These KPIs cover areas critical to our business strategies such as health & safety performance (IR improvement
targets), environmental performance (water savings, waste reduction, greenhouse gas (“GHG”) emissions reduction targets, aimed
to eventually achieve science based targets), suppliers sustainability performance (related to TfS/Ecovadis assessments), climate-change
and climate related disclosures and rankings, diversity and gender equality improvement goals, Sustainable Cost Optimization Sustainability
program and energy efficiency, sustainable solutions, product carbon footprints calculations, business ethics, compliance, and more.
For
further information regarding ICL’s senior management, see “Item 6 – Directors, Senior Management and Employees –
B. Compensation”.
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Strategy
We
acknowledge the impact of climate change on our operations, supply chains and markets and align our business strategies with key mega-trends,
including resilient agriculture and food supply chain, renewable energy and Circular Economy practices. We support climate change mitigation
and adaptation both for ICL and its value chain, thus managing risk and recognizing opportunities.
Our
climate strategy is multifaceted, built on several key contributors. As an industry leader in sustainability, ICL has taken proactive
steps in both climate adaptation and mitigation. These efforts include year-over-year analysis and progress updates within our mainstream
reporting. In addition, our actions involve capacity building across the organization and throughout our value chain. As part of our decarbonization
efforts, we have integrated ESG-related KPIs and GHG emissions reduction targets into our financial planning and reporting processes.
In addition, ICL has established an integrated process with a dedicated, multidisciplinary team responsible for identifying and evaluating
potential reduction initiatives across our global operations. Within our upstream value chain, we collaborate with partners to manage
climate-related risks and identify opportunities that support a resilient and efficient supply chain, including exploring low-carbon raw
material alternatives. For our downstream value chain, we offer sustainable solutions such as controlled-release fertilizers and bio-stimulants.
By pioneering advanced data- and AI-driven agricultural solutions, we seek to enhance agricultural efficiency, reduce value-chain GHG
emissions, support food availability and security, and contribute to a more resilient global food system.
To
support our strategy, we set climate related targets to oversee our own operations and our value chain. As part of our legacy targets,
we committed to a 30% reduction of our greenhouse gases (GHG) emissions (Scope 1&2) by 2030 (versus 2018, being the base comparison
year), and to date, we are on track to achieve this goal. Going further, following ICL's declaration to set a decarbonization plan in
accordance with the criteria and process of the SBTi, in 2024, ICL updated its decarbonization roadmap beyond 2030 and formulated the
relevant targets in accordance with the SBTi standards and requirements. In 2025, SBTi validated ICL’s near-term greenhouse gas
emissions reduction targets by 2034 (versus 2022, being the base comparison year). The SBTi initiative promotes ambitious climate action
in the private sector by enabling organizations to set science-based emissions reduction targets in line with the Paris Agreement’s
goals. For further information, see “Item 3 - Key Information— D. Risk Factors".
Informing
Current Strategy and Initiatives
Climate
risks and opportunity factors are incorporated into our business strategy and operations to improve our short, medium, and long-term financial
and operational resilience. Physical risks and opportunities are those that occur as a result of climate change manifestations, whether
occurring as chronic long term climatic changes or as acute episodic extreme weather events. Transition risks and opportunities are those
that occur due to the transition to a low carbon economy, including legal and/or regulatory risks such as carbon pricing mechanisms, market
supply and demand, litigation and reputation, and changes in key areas of technology.
To
enhance the resilience of our strategy and business model, ICL integrates scenario analysis into its Enterprise Risk Management (ERM)
framework, evaluating both physical and transition-related risks and opportunities under multiple climate pathways, ICL further strengthened
its climate risk analysis by assessing financial and operational impacts such as carbon pricing, supply chain disruptions, and extreme
weather events via “ICRISK” Platform.
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Climate-related
risks and opportunities are integrated into the Company’s business strategy, with the key areas described below:
Products
and Services
To
thrive in a world impacted by climate-change, it is necessary to offer and provide products and services that enhance global food security,
efficiency and safety, as well as solutions that support climate-related adaptation and mitigation in various fields.
ICL
is focused on creating new products and services that are designed to promote both climate change mitigation and adaptation and support
food availability, security and resilient food supply chain. ICL offers a diverse portfolio of solutions which includes products that
enable balanced fertilization, reduce water consumption, reduce leaching of fertilizers into water sources, such as CRFs, and bio-stimulants.
Our product portfolio includes controlled release fertilizers (CRFs) and bio-stimulants that support plant nutrition and minimize N2O
emissions in the use phase, helping reduce GHG emissions and supporting climate change mitigation. ICL is at the forefront of AgroTech
innovation, from AI-driven precision farming and regenerative agriculture to carbon utilization and biological solutions.
Our
fertilizers are designed to support plant growth under challenging climatic conditions, such as drought and heat, by contributing to improved
nutrient availability and soil health. Other products, such as Keep Green, protect coffee tree leaves from excessive solar radiation,
thus supporting resilience and adaptation to climate stress.
We
also offer innovative food solutions that support food security. Further down the food supply chain, ICL new acquisition, Bartek, is the
global leader in food-grade malic and fumaric acid. These functional food ingredients are used by food and beverage companies to enhance
flavor profiles, extend shelf life and improve overall quality. Our portfolio also includes products which reduce product loss, increase
shelf life and reduce food waste. FruitMagTM, a mineral-based
and fungicide-free solution for post-harvest citrus fruit treatment. By using a food-grade magnesia product, ICL eliminates the need to
use toxic materials and reduces product losses while increasing shelf life. ICL products include alternative proteins which are also part
of ICL’s portfolio, and we have invested, among others, in Arkeon, GmbH. The investment supports Arkeon’s innovative one-step
fermentation bioprocess which creates customizable protein ingredients by capturing carbon dioxide (CO2).
The resulting alternative proteins are carbon negative and clean-label functional ingredients.
In
addition, ICL's diversified product portfolio also includes solutions related to the battery materials market in which ICL will continue
to develop its existing activities related to the supply of raw materials to the battery materials market.
ICL
also offers a portfolio of low carbon products, ranging from agriculture and food ingredients to industrial products. It introduced Polysulphate,
a multi-nutrient fertilizer requiring no processing and generating no waste products, which has a significantly lower carbon footprint
than other common fertilizers. The product aligns with evolving consumer demand for low-carbon solutions. In the industrial product segment,
ICL offers low-carbon products as well, such as Bromine.
For
more information, please see – “Sustainable Solutions”.
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Operations
ICL
continues to innovate, seeking to establish best practices, eliminate process inefficiencies and optimize operations to reduce its GHG
emissions. To support this effort, ICL has established an integrated process led by a dedicated, multidisciplinary team. The team surveys,
identifies, and evaluates potential emission-reduction initiatives and reviews them within the company’s standard investment framework,
ensuring alignment with financial planning, capital allocation priorities, and overall business strategy, while also considering their
expected sustainability impact and climate-related benefits.
This
integrated evaluation approach enables effective prioritization and supports efficient resource allocation across the decarbonization
roadmap. With a comprehensive view of abatement opportunities across the organization, the team helps guide informed project approval
and sequencing. Integrating this process into financial planning cycles, annual KPIs, long-term targets, and management decision-making
ensures alignment with the company’s core processes. As a result, the decarbonization workstream is more embedded, consistent, and
measurable, enabling clearer tracking of achievements and long-term progress.
As
part of its energy transition strategy, ICL has significantly reduced reliance on heavy fuels over the past decade, replacing them with
natural gas across its major operations. For the past several years, the Company further advanced its renewable energy adoption through
long-term power purchase agreements (PPAs) and the installation of photovoltaic (solar) systems at its operational sites, reaching nearly
90% of procured electricity from low-carbon sources. Beyond these initiatives, ICL has achieved significant GHG emissions reductions through
a range of actions, including the commissioning of a highly efficient Combined Heat and Power (CHP) plant at its Dead Sea facilities,
the implementation of energy savings and efficiency measures, and the utilization of waste heat at various sites worldwide. In addition,
the Company has decommissioned fossil fuel-based facilities, such as its PAMA oil shale power plant in Israel. ICL is also assessing further
expansion of waste heat utilization, building on the successful deployment of heat recovery systems (HRS) at several of its major production
sites.
ICL
is also intensifying efforts to reduce process-related emissions and maximize resource efficiency by utilizing waste heat and energy-related
byproducts. Additional measures include securing strategic renewable energy agreements, advancing low-global-warming-potential materials,
and expanding solar photovoltaic installations across all feasible areas within its sites.
Supply
Chain
Extreme
climate events can result in disruptions to the supply of required raw materials to our sites (upstream) or to ICL's ability to transport
products to its global customers (downstream), and, as a result, could affect our business. A strategic decision was taken to search for
and identify any additional potential risks of climate-change related disruptions to the transportation of raw materials/products, and
to diversify the means of transportation to assure the continuity of production and product supply to our customers. Additionally, we
expanded our multi-scenario climate risk analysis to include an assessment of physical climate risks affecting key suppliers. The analysis
highlighted potential future climate impacts on supply chain resilience and potential financial risks involved. These insights support
more informed decision-making and resource allocation, positioning ICL well for strengthening its supply chain’s resilience and
maintaining operational continuity amid evolving climate challenges. To maintain resilience, we are also continuously reducing our dependency
on critical, single-source suppliers by creating alternative solutions. For further information, see “Item 3 - Key Information—
D. Risk Factors".
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Sustainable
Procurement
We
are engaged in extensive training to raise awareness among ICL’s suppliers regarding sustainability, transparency and carbon emissions
reduction, as part of an industry wide initiative, Together for Sustainability (TfS), that enables collaboration with suppliers through
education, training, and monitoring, aligned with industry-wide goals and ICL’s effort to evaluate and reduce its Scope 3 emissions
in accordance with local laws. Furthermore, as part of our efforts we are investigating low-carbon and enhanced sustainable sourcing of
raw materials as a key part of our overall strategy, including prioritizing materials with lower carbon footprints, and collaborating
with suppliers to enhance sustainability practices. Additionally, we are optimizing logistics and transportation by exploring alternative
fuels, electric vehicles, and energy-efficient shipping practices, to minimize emissions across our value chain.
In
parallel, as a part of our focus and efforts to increase renewable energy in our energy mix, ICL created a cross-organizational team comprising
representatives from our Global Procurement Organization (GPO) and our Operational Excellence and Sustainability experts, who participate
in efforts to procure electricity produced from renewable energy, as well as support capital investments to install onsite renewable energy
production at our facilities. This initiative has been successful, and in 2025, nearly 90% of the electricity produced by our global sites
was derived from low-carbon sources, with some regions reaching nearly 100%. In Israel, in alignment with our climate strategy, the Company
has entered into long-term power purchase agreements with two Israeli providers of "green electricity". These long-term agreements (15
years) will enable ICL to purchase more than 175 million kWh of electricity from renewable sources on an annual basis, beginning in 2024.
ICL was an early adopter and one of the first companies in Israel to sign long-term renewable energy contracts, as soon as the relevant
regulatory environment supported it. We will continue to strengthen our efforts, as the markets for on-site renewable energy, long-term
power purchase agreements and other supply mechanisms continue to mature.
Investment
in R&D
Our
research, development, and innovation (RD&I) activities support ICL's growth strategy. The main objective of these activities is to
enable new product sales and new business creation in the areas of next-generation fertilizers, food technology, e-mobility, novel materials
and digital agriculture. ICL’s RD&I organization establishes both short-term and long-term goals for GHG emissions reduction
technologies. Research, redesign and implementation of low carbon solutions are currently being introduced to mitigate process-based and
product-based emissions, as well as to meet future demand.
Using
our core RD&I capabilities, we are also developing products that address market needs and megatrends. Our Compass Assessment tool
offers guidance and support for new projects. The process includes defining and framing the scope of potential and risk, as well as impacting
goals related to specific SDGs. These guide us in the process of developing new products and services. Through our Open Innovation platform,
we seek to collaborate with entrepreneurs, researchers, innovators, and startups to foster innovation in these areas. Another path is
ICL Planet Startup Hub and ICL Open, our open innovation platforms that connect ICL with startups and academia to access disruptive technologies
in our domains of interest-accelerating startup growth while also integrating breakthrough innovations into ICL’s product development
and internal capabilities.
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In
the short term, our RD&I organization is using its existing infrastructure to challenge internal and external partners to introduce
solutions. Our efforts also extend to low carbon and climate resilience solutions, Circular Economy activities, energy storage materials
and more, all which are supported by ICL’s industry leading internal accelerator program, “BIG”, that is leveraged to
promote our GHG reduction breakthroughs.
Financial
Planning
Our
global finance teams integrate ESG-related KPIs and GHG emission reduction targets into our financial reporting and planning. This includes
creating the necessary data infrastructure (data quality and data management) and management infrastructure to enable the support for
proper decision-making processes, along with an increase in the transparency of our ESG performance with rigorous financial methodologies
and metrics.
To
further enhance financial resilience, ICL has developed a comprehensive, Company-wide climate risk-stress model. This model evaluates
key parameters such as asset value, stock value, revenue loss from production disruptions, adaptation adjustments, and scenario analysis.
The scenarios include physical risks (baseline, IPCC SSP1-2.6, SSP2-4.5, and SSP5-8.5 from 1995 to 2050) and transition risks (IEA Net
Zero 2050, APS, STEPS, and NGFS scenarios for 2022 to 2050). The model assesses the potential financial impacts of climate events, including
revenue loss, asset damage, stock fluctuations, and associated CAPEX.
Climate
risks are evaluated based on their likelihood and potential impact using a five-tier matrix, with financial impacts categorized as critical,
major, significant, moderate or low. Risks with high magnitude (impact and likelihood) are imbedded into our ERM process and prioritized
for mitigation actions and close monitoring.
Considering
these insights, we integrate ESG-related KPIs and GHG emission reduction targets into financial reporting and planning. This effort includes
the development of robust data infrastructure, focused on data quality, management systems, and transparency, to support effective decision-making
and align with the Company’s sustainability targets.
Sustainable
finance plays an important role in enabling ICL’s transition to a low-carbon and environmentally sustainable economy. With this
infrastructure in place, we have the potential to leverage financial opportunities to advance our sustainability agenda. In September
2021, ICL secured its first €250 million Sustainability-Linked Loan ("SLL"). The loan was a step forward in ICL’s ongoing
sustainability efforts and includes three sustainability performance targets: a reduction in absolute Scope 1 & 2 GHG emissions, an
increase in the percentage of female executives among senior ICL management and an increase in the number of valid TfS (Together for Sustainability
initiative) scorecards obtained for ICL Group suppliers. These targets were designed to align with our sustainability strategy and goals,
and each will be assessed at specific times during the term of the loan, using third-party certification.
Additionally,
in April 2023, ICL further expanded and increased its commitment to ESG by entering into a Sustainability-Linked Revolving Credit Facility
Agreement between an ICL subsidiary, ICL Finance B.V., as borrower, and a consortium of 12 international banks, for a $1.55B credit facility
("Sustainability-Linked RCF"). The Sustainability-Linked RCF also includes three ESG KPIs that follow the same principles as those of
the SLL.
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Risk
and Opportunities
Identified
Climate Change Risks and Opportunities
Over
the past several years, climate change and GHG emissions have been of increasing concern globally. Laws and regulations that govern climate
change and GHG emissions already have certain impacts on ICL Group’s operations and may present transition risks for both the short
and long term.
Carbon
taxes and cap-and-trade-emissions schemes are increasingly viewed in global jurisdictions as a way of pricing carbon – a key policy
driver to reduce GHG emissions. Currently, one of ICL Europe's sites, ICL Iberia, is covered by the EU-ETS Emissions Trading System, and
in the UK, ICL Boulby is subject to the UK Emissions Trading Scheme. In Israel, a new carbon tax on fossil fuels, including natural gas,
has been declared and came into effect during 2025. It will be implemented gradually until 2030 and is expected to lead to an increase
in fuel prices. Most of ICL’s tax impact comes from natural gas consumption, mainly but not solely via its natural gas-based power
plants. The tax mechanism includes a rebate on fuel consumption utilized for heat production and other industrial processes that require
heat, but fuel used for electricity production is not eligible. This mechanism will be implemented gradually over the course of the current
decade. Other carbon mechanisms may be implemented in the future.
Additionally, under the European Green Deal, the EU adopted a Carbon Border Adjustment Mechanism (CBAM)
regulation in 2023. This mechanism was created to stop carbon leakage from the EU (i.e. the risk that the EU carbon emissions reduction
regulations will be offset by increases in emissions in jurisdictions with less stringent regulations) and already is affecting some of
our operations. The EU CBAM charges will phase in over a period of nine years, commencing in 2026. Regulations relating to GHG emissions
are also at various stages of consideration in the US. At the same time, we recognize that evolving regulatory landscapes around climate
change may present mixed trends. For instance, the US federal government has explored and implemented certain adjustments to ease GHG
emissions restrictions and related climate measures.
Consequently,
it is expected that in the short to medium term, ICL will need to purchase carbon allowances through specific programs (such as the EU
and UK ETS) and/or incur additional costs for energy and emission reduction measures. Similarly, carbon taxes, or restrictions on fossil
fuel electricity production, could increase our energy costs, as well as the costs of supplied materials and services across the ICL value
chain. However, diverging or conflicting regulatory developments relating to climate change may alter the risk and opportunities posed
by climate transition.
We
are subject to laws and regulations requiring the disclosure of climate-related information. ICL’s main EU subsidiaries were expected
to report under the EU Corporate Sustainability Reporting Directive (CSRD), originally set for 2026 using 2025 fiscal data. However, this
timeline has been delayed. Following the adoption and publication of the EU "Simplification Omnibus" package, certain requirements and
timelines have been adjusted, which has affected the timing and scope of our reporting. As a result, the exact timing for specific disclosure
under the CSRD has shifted with most recent developments suggesting ICL will be expected to report as of 2028 for fiscal year 2027. We
are aligning our processes and data management procedures accordingly.
In
March 2024, the SEC issued a rule in the United States requiring disclosure of climate-related risk; however, the SEC stayed the rule
pending the resolution of lawsuits challenging its validity and the current US presidential administration and SEC leadership has expressed
opposition to the rule, putting its future in doubt. As of early 2026 there is still no federal mandate in place. In addition, the state
of California has enacted laws requiring disclosure of climate-related risks (currently subject to a court-ordered stay), as well as GHG
emissions, however certain elements of these requirements remain subject to ongoing rule making and legal challenges. Additional jurisdictions
are expected to adopt regulatory disclosure requirements relating to climate risks and opportunities disclosures, GHG emissions and other
ESG metrics in the foreseeable future.
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Physical
impacts related to climate change may also have significant effects on industries and the economy. These impacts may include extreme heat,
extended drought durations altering water availability and quality, changes to sea level and temperature, increases in the frequencies
and intensities of storms and extreme convective events which could also result in damage to facilities or equipment. These impacts may
also encompass changes in the availability of natural resources, leading to the disruption of supply chains. These physical risks have
the potential to financially disrupt operations through increased costs and business interruptions, upstream raw material supply and downstream
distribution. For example, a few of our Israeli facilities, including our sites at the Dead Sea, are located in an area that has been
impacted by floods in the past, which led to the initiation of a major flood protection response by ICL. Physical risk can also occur
when transport barges are unable to operate on key waterways. Such events have occurred along the Rhine River where, in recent years,
summer water levels have impeded the transport of raw materials. For further information, see “Item 3 - Key Information— D.
Risk Factors”.
Transition-related
opportunities relevant to ICL include products and services that can service multiple needs in terms of climate change. Opportunities
for ICL are relevant with regard to the direct impact of climate change with products available for both mitigation and adaptation, and
with regard to indirect impact with products and services that reduce water use and contribute to a Circular Economy. As part of our strategy
to focus on our specialty products, and with standard R&D timelines ranging from 5-15 years, we have successfully responded to some
of the transitional risks through our product portfolio.
ICL’s
ability to provide products with low carbon footprints enables its value chain to offer products with an added benefit. By tracking consumer
preferences for low carbon footprint products [Opportunities: Markets, Products & Services], we successfully developed a multi-nutrient
fertilizer based on naturally occurring Polysulphate®. Polysulphate® requires no chemical processing, creates no waste products
and has less potential to contribute to global warming than other comparable products. With its low carbon footprint, Polysulphate®
is a fertilizer that could help farmers reach their industry or national carbon targets. We also produce Control Release Fertilizers (CRF)
that are highly efficient during their use phase by reducing carbon intensity. ICL is committed to sustainability across our entire value
chain, from raw material extraction to production processes and downstream applications. As part of these efforts, our Industrial Products
segment produces bromine in Israel, which has been recognized as having the lowest calculated carbon footprint globally. We engaged ECOINVENT,
a world-leading high-quality environmental life-cycle inventory data provider, to review the environmental footprint of ICL bromine production.
Following
a review of ICL’s production processes and primary data (including information relating to material and energy inputs, operational
parameters, and methodological assumptions), ECOINVENT delivered its updated assessment in October 2025, confirming that the carbon footprint
(CFP) of bromine produced in Israel is the lowest calculated carbon footprint globally among the bromine datasets represented in
the ECOINVENT database.
This
verified dataset will serve as a basis for CFP assessments of our downstream products, further ensuring consistent and transparent calculations
across our portfolio, while demonstrating the use of low-carbon bromine-based solutions.
Low-
enables tangible advantages for downstream industries, both in the present and the future.
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Our
new meat protein substitutes which were driven by consumer demand [Opportunities: Markets, Products & Services] to reduce the ecological
(carbon and water) footprint by replacing animal protein. In addition, our ICL Planet Startup Hub, ICL’s AgriFood innovation accelerator
platform, invested in Arkeon GmbH whose patented process harnesses carbon dioxide and transforms it into nutritious protein – a
process that is not only sustainable but regenerative.
Among
the key strategies to achieve a low carbon future is the transition from linear economic models to circular ones with reduced material
consumption and waste generation. We are working on multiple products and development opportunities to be in line with Circular Economy
principles. In addition to ICL’s Fibagro Advance, our peat alternative growing media that is based on waste from the wood industry,
PuraLoop®, an innovative phosphorus fertilizer manufactured from reacting 100% SSA (sewage sludge ash), has been recognized for its
contribution to advancing Circular Economy. For more information, see Circular Economy.
To
recognize the importance of research and development (R&D) for our sector, ICL owns multiple patents in various countries. We describe
our strategic research along with our development and innovation activities as they relate to climate change in the R&D section below.
Shaping
Future Strategy
ICL's
approach is designed to complement and augment ICL’s existing climate strategy and associated risk management. We have applied a
forward-looking scenario analysis to identify physical and transitional climate related risks and opportunities that could have a material
financial impact on our business over the 2030, 2040 and 2050 timeframes.
These
risks were identified over various timeframes and will be monitored, evaluated and updated as necessary. Time horizons include short-term
(0-3 years), medium-term (3-10 years) and long- term (10+ years) time frames. These time horizons are closely aligned with ICL’s
strategic and financial planning processes, supporting the achievement of short-term climate-related targets, our legacy 2030 commitments
for GHG emissions reduction, our SBTi near-term GHG reduction targets, and the longer-term goal of achieving net-zero emissions by 2050
(Scope 1 & 2).
In
2021, ICL initiated a high-level climate change scenario analysis to better understand the timing and potential impact of climate-related
risks and opportunities across its key geographies and business segments. The assessment used relevance weightings and climate data to
illustrate trends for key indicators under specific climate scenarios, considering future timeframes.
Since
then, we have consistently advanced our efforts to better understand the potential impacts and appropriate measures to reduce climate-related
risks and capture opportunities for the Company, while enhancing our climate-related disclosures. In 2025, we continued the ‘top-down’
approach undertaken in earlier years to assess risks and opportunities. We further utilize our financial stress tests to evaluate the
possible impact of various climate scenarios. Climate-related risks have been integrated into our formal ERM processes, and a ‘bottom-up’
approach has been applied for climate related risk and opportunity identification and verification, ensuring awareness of climate-related
issues across all segments, business units, sites and geographic locations. For further information regarding our risk identification
and management, see the Risk Management section below.
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Climate
risk analysis at ICL
ICL's
climate risk assessment utilizes scenario analysis to evaluate potential physical and transition risks across short-, medium-, and long-term
timeframes (2030, 2040, and 2050). A combination of climate scenarios from the Intergovernmental Panel on Climate Change (IPCC) and transition
pathways such as International Energy Agency (IEA) and Network for Greening the Financial System (NGFS) frameworks are used to analyze
the evolution of climate and socio-economic parameters, providing insights into potential future uncertainties and opportunities.
For
physical risks, the analysis is grounded in IPCC scenarios SSP1-2.6, SSP2-4.5, and SSP5-8.5, which
represent low, medium, and high emissions pathways. These scenarios explore the potential impacts of different global warming trajectories,
reflecting a range of possible futures:
| • |
Scenario SSP1-2.6
reflects a future where physical risks, such as extreme weather events and long-term temperature increases, are minimized compared to
other higher emissions scenarios. |
| • |
Scenario SSP2-4.5
addresses moderate physical risks, such as the increased frequency and severity of heatwaves, storms, and droughts in the long run.
|
| • |
Scenario SSP5-8.5
assumes a business-as-usual trajectory with limited global mitigation efforts. It reflects severe physical risks in the long term, including
frequent extreme weather events, rising sea levels, and significant ecosystem disruptions. This scenario highlights the need for robust
resilience planning to mitigate catastrophic impacts on operations, infrastructure, and supply chains. |
For
transition risks and opportunities, ICL utilizes six scenarios from two main frameworks: the International
Energy Agency (IEA) and the Network for Greening the Financial System (NGFS). Scenarios used are Net Zero 2050 (IEA, NGFS) that suppose
the achievement of global carbon neutrality and strong transition, Stated Policies (STEPS) IEA and Below 2°C (NGFS) that represent
pathways to limiting global warming, as well as Current Policies (CPS) (IEA) and Nationally Determined Contributions (NGFS) that evaluate
the implications of current pledges and commitments.
ICL's
scenario selection reflects a strategic approach to explore a wide range of risks and opportunities. The chosen scenarios provide coverage
by representing a spectrum of potential developments, enabling the organization to prepare for both low-probability and high-impact events,
such as extreme physical risks under SSP5-8.5, and more gradual transitions. By examining the interplay between physical and transition
risks, ICL identifies vulnerabilities and dependencies, such as the influence of regulatory shifts in carbon pricing on operational costs
under various scenarios. The combination of quantitative data-driven modelling and qualitative expert-based assessments ensures a scenario
analysis that addresses both types of measurable risks, including CAPEX and OPEX, and less quantifiable factors, such as reputation and
policy shifts. While scenario analysis is a useful tool for exploring potential future pathways, it relies on assumptions and publicly
available models that may evolve over time. Emerging or shifting regulatory developments, including in the US and other key jurisdictions,
may not be fully reflected in the current scenarios and could lead to outcomes that differ from those modeled.
Since
2021, we have enhanced our methodology for assessing climate risks. The initial high-level analysis aligned with TCFD methodology recommendations
laid the groundwork for more detailed assessments. We later introduced a bottom-up approach to identify site-specific vulnerabilities
across global production sites, with the aim of identifying asset-specific vulnerability and comparability to prior years assessments.
In addition, full coverage of ICL’s assets (including warehouses, offices, and R&D facilities) and operational activities (including
production, manufacturing and plant) were included in the analysis. In 2024, we extended our climate risk assessment to cover additional
aspects of our value chains, incorporating additional assessment of our key suppliers’ exposure to physical climate risks under
different climate scenarios. To enhance preparedness, we conducted capacity-building activities and climate risk awareness training and
education sessions, in parallel with the risk identification and validation process. The process was enhanced by designing and implementing
an internal unified risk platform that supports all levels of management and strengthens transparency. In 2025, we updated our assessment
of physical risks for our operations and transition risks specifically related to carbon-pricing mechanisms, reflecting changes in modelling
scenarios and ensuring that ICL remains aligned with the latest scientific, regulatory, and market developments, thereby maintaining an
up to date and robust climate risk assessment approach.
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For
the purposes of our reporting, results reflect the impact on most material assets across the geographies where we operate. The bottom-up
assessment included material implications that impacted key operational aspects, including EHS, infrastructure, workforce, production,
raw materials and products. To enhance preparedness, we conducted capacity-building activities and climate risk awareness training and
education sessions, in parallel with the risk identification phase. Climate-related physical risks may be expected to occur under all
scenarios but are more likely to be material under the high carbon scenario - IPCC SSP5-8.5. Our efforts also included integrated evaluations
of direct and indirect carbon costs along ICL’s value chain, opportunities to mitigate emissions through technology, and alignment
with our targets for greenhouse gas emissions reductions.
1.
Physical risk analysis
1.1
Physical risk analysis on ICL’s own operations
Physical
risk analysis on ICL’s operations is conducted in a two-phased process: an exposure analysis, that allows identification of sites
that are in highly exposed locations and a vulnerability analysis, that allows translation of the exposure to climate hazards into business
impacts through the quantification of risk impacts (CAPEX losses, business interruptions).
Table
1 identifies the levels of exposure to potential physical risks that may affect the regions in which we operate, including heat stress,
flood (pluvial, fluvial, tidal), water stress, storms and convective events (such as tornadoes), wildfires and tropical cyclones in the
short to mid (2030) and long (2050) terms. Climate scenarios are not intended to represent a full description of the future, but rather
to highlight central elements of a possible future and may differ over time. Any variation compared to the prior year assessment is due
to updates of financial figures at asset level as well as refinement towards a standardized approach to risk likelihood ratings across
all regions. These changes ensure a more consistent and comparable evaluation of risk, while maintaining alignment with our overall risk
appetite.
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Table
1: Physical risks by region under all considered scenarios over the short – mid (2030) and long-term (2050) time frames.
The
risk level at a certain time horizon is defined using risk likelihood and magnitude. In 2024, we enhanced our likelihood rating methodology
by harmonizing the likelihood rating across our geographies and increasing comparability of the risk assessment. This induced a variance
in our final risk ratings but insured a more comparable risk assessment across our geographies, while minor changes in impacts were observed
(only related to our sites’ financial values) climate indicators were used for the analysis and were classified on a scale from
1 to 5 and embedded in our ERM processes. In 2025, ICL’s risk appetite, which has been approved by ICL’s Board of Directors,
was updated according to the maturity of our risk process and alignment with insurance coverage of material risks. Therefore, several
risks in specific physical climate events and geographies have been updated and increased (RCP 2.6, 2050 – heat stress in Israel
increased to a high score and flooding events in South America in all scenarios and timeframes, increased to a medium score.) The change
is not due to increased risk environment but to the more conservative approach in ERM management.
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Likelihood
table for physical risks assessment (average likelihood across a geography):
Impact:
The
magnitude of the risk is represented by a score between 1 and 5 aligned with ICL’s risk appetite. In 2025, ICL’s risk appetite,
which has been approved by ICL’s Board of Directors, was updated according to the maturity of our risk process and alignment with
insurance coverage of material risks. As a result of the risk appetite update all ERM risks, including climate, were updated accordingly.
Nonetheless, ICL is still using climate model vulnerability output that accounts for both local climate specificities based on the Köppen
Geiger climate classification, and the potential resulting damage caused to the site (destruction of site, equipment, stocks, business
interruption). Exposure to climate risk identifies assets located in hazard-prone areas, but does not include resilience measures, such
as desalination for water security or flood-resistant infrastructure. These factors are instead accounted for in the vulnerability assessment
and the quantification of residual risk, which consider adaptive capacity, preparedness, and mitigation efforts to provide a more complete
understanding of overall risk, calculated in accordance with risk evaluation best practice.
The
following is an impact table for physical risk assessment (The measure represents the most likely impact that would occur if the stated
risk materialized):
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Considerations
and outcomes of Physical Risk Assessment
Heat
Stress risk
Heat
stress risk is measured by counting the days each year that surpass specific heat thresholds under future climate scenarios, accounting
not only for temperature levels but also humidity patterns and wind speeds. The financial impacts of heat stress are based on additional
impacts compared to the historical period, i.e. the changes of heat stress compared to the historical impacts on productivity that are
considered integral to current revenue. Residual risk accounts for resilience factors and measures in place such as investments in cooling
machinery, specific equipment (e.g. cooling vests), water cooling and extreme heat management work protocols. The financial impact of
heat increases due to the progressive increase in the number of days that heat stress and temperature rise, in most regions, between 2030
and 2050 across the majority of the warming scenarios considered. ICL closely monitors changes and developments in the risk environment
over time to ensure its employees’ safety, process efficiency and continuity in the regions most exposed to heat.
Flood
risk
The
risk related to flooding is calculated as the maximum impact of Pluvial, Fluvial and Tidal flooding events within a 100-year return period.
Financial impact from flooding is assessed in terms of direct impact on potential damage to assets, stock and machinery losses due to
major flooding, as well as indirect impact on business interruptions (rehabilitation, cleaning and reconstruction). Flooding models account
for defenses and topographic specificities, as well as ICL’s adaptation measures. These measures include flood preparation measures
at the Sodom site, creating multiple defense layers to divert floodwaters and protect core facilities from a 500-year flood event, ensuring
protection against any recurring or more frequent events. This includes constructing dams, elevating roads and dykes, installing emergency
gates, and implementing warning systems to monitor and forecast weather changes. These defenses, completed in previous years, have significantly
reduced the potential magnitude of damage to production sites and raw material supplies during severe weather events. Additionally, ICL
has secured annual insurance coverage to protect against natural disasters, including floods, further enhancing its financial resilience.
Water
Stress
At
ICL, we recognize the critical importance of understanding and managing water stress to ensure the sustainability of our operations and
the communities we serve. To comprehensively assess our exposure and vulnerability to water stress across our global sites, we have adopted
Water Risk Atlas global indicators that assess water stress as a ratio of total water withdrawals to available renewable water resources
(without incorporating risk adaptation measures). This year we further focused on operational sites that use freshwater derived from groundwater,
and we adjusted our likelihood assessment method by defining climate indicators based on the harmonizing likelihood consistent across
geographies. For these sites, we analyze both the potential impact of water stress conditions on a business interruption and water caps,
and the impact on an increasing water stress level on water costs. Notable increases in water costs were observed in recent years, driven
by factors such as infrastructure investments including desalination projects, regulatory changes, and the need to address environmental
challenges. Furthermore, costs may increase as a local country incentivizes the use of water resources efficiently and limits consumption
to reduce vulnerability and dependence on groundwater resources.
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We
handle water risk model outputs with care, focusing on observed impacts at our sites through annual risk validation. While global water
risk analysis tools offer a useful framework for broad assessments, they can have limitations, as their data, at a catchment or sub-basin
level, may overlook localized water stress at specific industrial sites. Additionally, the indicators reflect both water supply changes
from climate factors and shifting demand under varying socioeconomic and environmental scenarios. For example, water stress is a particular
focus of ICL’s Israel operations. It is also mitigated by the Israeli government by developing non-conventional water sources such
as treated wastewater and desalination. As a result, our risk assessment in Israel decreased to low and medium for the corresponding time
horizons.
Wildfire
risk
The
risk related to wildfire is determined based on the length and the intensity of the Forest Fire Risk Index (FFRI) that relies on measures
of temperature variability, drought parameters and wind speed considerations. Landcover and vegetation surrounding assets are also considered
in the models assessing the vulnerability to fires. The financial impact of fires is assessed in terms of direct impact on asset destruction,
stock and machinery losses due to fire events, as well as indirect impacts on business interruptions (rehabilitation, cleaning and reconstruction).
Tropical
Cyclone risk
The
risk related to Tropical Cyclones relies on one-minute sustained wind speeds for tropical cyclone events with a return period of 40 years.
As such, these events have a low probability of occurrence and are by default high magnitude events. The financial impacts are based on
damage functions that translate the corresponding wind speeds to asset damage and account for the adaptative measures and controls in
place such as annual maintenance of infrastructure (regular checks of roofs and structures), and water drainage systems. In contrast to
temperature-related hazards, in some locations, tropical cyclones may have higher magnitude levels in lower emission scenarios such as
SSP1-26.
Storm
risks
The
risk related to storms is determined by a measure of the atmospheric instability leading to convective events such as thunderstorms and
tornadoes, as well as wind gust speeds to account for more punctual extreme wind events. The financial impact of wind gusts and convective
events is assessed in terms of direct impact on asset destruction, stock and machinery losses due to high wind speeds, as well as indirect
impacts on business interruptions (rehabilitation, cleaning and reconstruction). Considering ICL’s adaptation measures and controls
in place, the residual annualized risk is medium, across all scenarios and time horizons, except for the long run under scenario SSP5-85,
where higher temperature levels drive more exposure to tornado events for North American assets.
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1.2
Physical risks analysis on ICL’s value chain
In
2024, our climate risk analysis was extended to include an assessment of key suppliers’ exposure to physical climate risks under
various climate scenarios. The assessment was conducted using a structured and systematic approach in coherence with the climate models
applied to our own operations, incorporating both qualitative and quantitative analyses. The assessment covered our key suppliers and
critical raw materials. The exposure analysis was conducted to assess the risks posed by climate change across the three climate scenarios
defined in the previous sections: SSP1-26, SSP2-45, SSP5-85. This involved evaluating the current and future exposure of each location
to various climate risks, such as extreme weather events, temperature changes, flooding events, water stress and wildfires across multiple
time horizons (2030, 2040, 2050). As a part of the risk analysis relevant adaptation and mitigation actions were considered to complete
the vulnerability analysis.
The
assessment allowed us to identify our most exposed suppliers’ production sites that require targeted risk mitigation strategies
and further discussions with suppliers. It also provided insights into the future evolution of climate risks and their potential impact
on supply chain resilience as well as the analysis of the inherent financial exposure associated with climate risks. By proactively addressing
these risks, ICL is better positioned to enhance the resilience of its supply chain to climate change and ensure the continuity of its
operations in the face of evolving climate challenges.
2
Risks and opportunities in a transitioning economy
As
the global economy shifts towards a more sustainable and lower-carbon future, ICL is navigating through a landscape of evolving regulatory,
market, and technological changes that create new opportunities and risks related to this transition. These are driven by the evolution
of emission quotas and trading mechanisms, internal and cross-border taxes on carbon emissions and product carbon footprints, climate-related
mitigation and reputational consequences, competition from new low-carbon technologies and emphasis on operational and logistic efficiencies.
For
transition risks, both direct and indirect impacts of carbon pricing mechanisms were addressed in our scenario-specific risk analysis,
covering the entire value chain. For opportunities in a transitioning economy, an analysis of the impact of climate change evolution towards
the increased demand for less emissive fertilizer products was performed. However, the pace of this transition is subject to uncertainties
associated with global legal and political trends, which may impact these risks and opportunities.
Since
2021, we have enhanced our methodology for assessing climate risks. Our initial high-level analysis, aligned with TCFD methodology recommendations,
laid the foundation for more detailed assessments, in later years the analysis was updated to a full coverage of our business segments,
while most material potential risks and opportunities were assessed and quantified through specific climate scenarios and dedicated impact
models. This year we further updated our climate risk assessment, using the latest releases for carbon price projections from the International
Energy Agency (IEA) and the Network for Greening the Financial System (NGFS), covering potential impacts from 2025 to 2050. The new Israeli
carbon tax was also incorporated into the models, with adjustments made to reflect the updated Israeli carbon prices. Moreover, as part
of our transition opportunities analysis in 2024, we conducted a scenario analysis to explore potential trends in a selection of key agronomic
indicators and their possible influence on the demand of our specialty products, providing an indicative scenario-based opportunity assessment.
These
enhancements provide a more comprehensive and up-to-date understanding of ICL’s transition-related risks and opportunities, enabling
the Company to strategically navigate the evolving landscape and to capitalize on emerging opportunities.
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2.2
Climate Transition risks
Utilizing
plausible scenario modeling, we have identified potentially impactful transition risks and opportunities for the short, medium and long-term
which are presented in Table 2 below.
Table
2*: Examples of climate-related transition risks for ICL.
|
Transition risks
|
Horizon
and potential impact |
Description
|
ICL’s
response |
|
Policy
& legal
Carbon pricing mechanisms |
Time horizons:
Short, Medium and Long
Potential impact:
Medium to high, particularly within 2050-time
horizon and ambitious transition scenarios |
Stricter
environmental regulations may impose additional compliance costs and operational constraints:
Regulatory developments in countries or jurisdictions
where we operate, exposure to carbon trading schemes, cross-border tax and adjustment mechanisms, increases in existing carbon pricing,
and carbon taxes on energy and other supplies are expected to lead to increased costs for ICL. Since carbon pricing mechanisms are still
in development in most areas globally, it is expected that the risk exposure will increase over time.
|
In recent years, we have undertaken proactive
measures to reduce our carbon footprint as part of our decarbonization roadmap that includes increasing energy efficiency and transitioning
to lower carbon energy sources. We have already achieved a 26.0% (vs 2018 base year) reduction in Scope 1-2.
Consequently, we are actively improving our
understanding of our GHG emissions' impacts and are actively striving to reduce GHG emissions throughout our value chain enabling us to
reduce our exposure to carbon pricing risks.
This year we further updated our climate risk
assessment, using the latest releases for carbon price projections, on both our direct (Scope 1 & 2) and indirect (Scope 3) emissions,
covering potential impacts from 2025 to 2050.
The Israeli carbon tax that came into effect
in 2025 was also incorporated into the models, with adjustments made to reflect the updated Israeli carbon prices.
The analysis outputs will improve our financial
preparedness and planning and foster strategic decision-making to mitigate risks linked with carbon pricing transitions. |
|
Reputation
Increased stakeholders concern regarding environmental
performance
|
Time horizons:
Medium
Potential impact:
Medium to high, in all scenarios |
ICL operates in a GHG intensive sector, there
are interests, concerns and expectations regarding operational and product -related environmental performance from investors, the public,
and governmental and non-governmental authorities, that could have an impact on our reputation (preference for our products or investor
confidence). |
ICL’s commitment to ambitious climate
targets is aligned with the Paris Agreement. Therefore, in recent years we have undertaken proactive measures to reduce our carbon footprint
and actively improved our understanding of our GHG emissions (Scope 1-2-3), coupled with developing low-carbon products and services,
raising awareness and creating the proper governance structure to support climate related risks and opportunities, as well as increasing
transparency throughout our public disclosure and reports. For more information please see: “ICL Climate Related Risk and Opportunity
Disclosures – Introduction”. |
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|
Transition risks
|
Horizon
and potential impact |
Description
|
ICL’s
response |
|
Financial
Financial Climate Alignment |
Time horizons:
Short to Medium
Potential impact:
Medium |
Certain investors and lenders are increasingly
prioritizing climate-related risks considerations in their portfolios. Companies that fail to align with low-carbon objectives and with
climate-change related adaptation and mitigation efforts may face reduced access to capital or higher financing costs. This pressure is
driven by external trends in sustainable investing and internal shifts in financial institutions’ policies, which require greater
transparency and climate alignment. |
Sustainable finance plays an important role
in enabling ICL’s transition to a low-carbon and environmentally sustainable economy. Our global finance teams are integrating ESG
KPIs and GHG reduction targets into financial reporting and planning, building the data infrastructure to support decision-making and
enhancing ESG performance transparency with robust financial metrics, creating resilience for short, medium, and long-term horizons. With
this infrastructure in place, ICL is well-positioned to leverage financial opportunities to advance its sustainability agenda, as demonstrated
over the past several years. ICL has integrated sustainability targets into its financial operations, securing a €250 million sustainability-linked
loan and a $1.55 billion sustainability-linked revolving credit facility, which included targets for a reduction in absolute Scope 1 &
2 GHG emissions and additional sustainability related KPIs. For more information see Strategy – Financial Planning. |
|
Technology
Requirements for clean energy |
Time horizons:
Short to Medium
Potential impact:
Low in all scenarios |
We acknowledge that our sector relies heavily
on energy, and as global demand shifts towards greener sources of energy, there is a heightened need to invest in renewable energy procurement.
Both external policies and internal targets drive this imperative. However, transitioning to alternative energy sources may result in
increased operational costs. |
ICL recognizes the necessity of sustainable
energy practices. By entering long term renewable Power Purchase Agreements (PPAs) and utilizing energy attributes certificates (EACs),
we will reduce our Scope 2 emissions, mitigate energy transition risks and strengthen our portfolio to increase operational resilience.
For more information please see: “Sustainable Procurement”. |
|
Technology
The ability to Implement direct operational
reduction measures |
Time horizons:
Medium to Long
Potential
impact: High in all scenarios |
Increasing global pressures to reduce GHG
emissions highlights the necessity for companies to upgrade their infrastructure, ensuring adherence to environmental standards and energy
efficiency goals. This could result in increased costs to upgrade and improve our infrastructure, including due to energy efficiencies
and optimization of production processes, to reduce our direct Scope 1 emissions. |
ICL has already initiated a process of addressing
this risk by deploying a multi-disciplinary team of experts internally which focuses on identifying initiatives to reduce Scope 1 emissions
through, among others, energy efficiency measures at various ICL sites. In addition, following our commitment to establish science -based
emission reduction targets, we are exploring the possibility of green electricity production and storage at our primary locations, aligning
with our long-term sustainability goals. For further information, please see "Operations". |
|
Markets
Reduced demand due to chronic changes in weather
patterns |
Time
horizons: Medium to Long
Potential
impact: Medium |
An increase in the temperature and volatile
precipitation, chronic changes in regional climates which can result in shifts in the average growing season, growing conditions and crop
mix, may result in reduced demand for commodity fertilizers. |
ICL is actively monitoring market trends and
weather-related agricultural growing conditions in response to climate change, while also employing scenario-based models to assess longer
terms potential impacts. We believe our diverse products and services portfolio, which supports precision agriculture and other products
that contribute to plant resilience, will better support farmers in a changing environment. |
*
For more information with regard to ICL’s climate-related risk factors please see Item 3-D Risk factors - climate change and natural
disasters, impacts of climate-related transition risks, including current and future laws and regulations.
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The
impacts and materiality of transition risks for ICL are highly dependent on the scenarios used in the analysis. In higher transition scenarios,
such as the Net Zero pathways, the expected transition risks are significantly higher. This is due to the supposed rapid pace of regulatory
changes and shifting consumption habits aimed at achieving stringent decarbonization targets. Conversely, in more delayed transition scenarios,
the time horizons and resulting risk impacts are reduced compared to higher transition pathways. This variability underscores the importance
of scenario analysis in understanding the potential range of transition risks and their implications.
ICL
operates in multiple geographic locations that have, or are in the process of implementing, Emission Trading Schemes (ETS) or carbon taxes,
as well as applicable Carbon Boarder Adjustment Mechanisms (CBAM) which may impact direct and indirect carbon costs. In Israel, a new
carbon tax on fossil fuels, including natural gas, has been declared and came into effect during 2025. It will be implemented gradually
until 2030 and is expected to lead to an increase in fuel prices. The tax mechanism includes a rebate on fuel consumption utilized for
heat production and other industrial processes that require heat, but fuel used for electricity production is not eligible. As part of
our analysis, exposure and vulnerability to transition risks for direct (Scope 1 and 2) and indirect (Scope 3) emissions were examined.
For the exposure analysis, carbon prices across 6 scenarios (IEA: STEPS, CPS, Net Zero and NGFS: Below 2˚C, NDCs, Net Zero) were
considered while vulnerability was determined based on projected emissions (per scope) and either coverage rate at site (Scope 1 and 2)
or pass-through rate by emission category (Scope 3). For our externally assured GHG emissions, see Metrics and Targets section below.
Impacts
on direct emissions for ICL are based on defined trajectories at the site level with carbon prices varying from one scenario to another.
The output indicates that carbon price impacts on direct emissions will likely increase under all scenarios in the specified time frames,
as well as evolve over time, as the coverage rates increase for other sites/regions.
In
the current scope of indirect emissions, we included relevant emissions categories where the impact is passed through to product suppliers
and service providers. Purchased goods and services, end-of-life treatment of sold products and upstream transportation and distribution
account for more than two thirds of emissions. In our analysis we also divided the indirect emissions in the relevant categories to differentiate
coverage rates by scenario and time horizon. This assessment excluded the categories where impacts are passed on via mechanisms other
than carbon prices (e.g. reduced demand). As seen with direct emissions, indirect emission impacts on carbon prices vary from one scenario
to another. The output indicates that carbon price impacts on indirect emissions will likely increase under all scenarios in the specified
timeframes, as well as evolve over time, as the indirect emission trajectories mature, and service providers and suppliers are exposed
to more direct carbon pricing impacts.
We
acknowledge that the application of a scenario analysis to climate related risk is a relatively new and rapidly evolving subject. As part
of our voluntary climate related risk and opportunity disclosures program, we continue to enhance our analysis capabilities to reflect
developments in modeling policy, legal and regulatory trends, emission pathways and wider stakeholder expectations. The outputs from our
further scenario analysis activities, including carbon price trajectories, will be used to enhance ICL’s existing business planning
processes. It will also be used as an engagement tool to strengthen our understanding of climate-related risks. Emerging or shifting regulatory
developments, including in the US and other key jurisdictions, may not be fully reflected in the current scenarios and could lead to outcomes
that differ from those modeled. As this topic remains under continuous refinement, we recognize the inherent uncertainties in such analyses
and will continue to adapt our approach by integrating the latest scientific research and market insights, ensuring alignment with emerging
climate-related trends and evolving stakeholder expectations. The accuracy of the analysis depends on developments beyond our control,
including the development and commercial adoption of technologies, market trends and supportive governmental policies, and there can be
no assurance that these risks will materialize, or these opportunities will be realized.
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2.3
Transition opportunities
At
ICL, we acknowledge that a transitioning global economy not only presents risks to monitor and mitigate but also possibilities to exploit
climate related opportunities. The identification of these opportunities aims to adapt our business to be in line with a changing world.
This proactive approach not only aligns with global environmental goals but also enhances the Company's competitiveness in emerging markets
driven by climate change. The opportunities we face vary depending on the specific transition scenario assessed. The importance and materiality
of these opportunities are highlighted in the table below.
Table
3 – Examples of transition opportunities for ICL:
|
Transition opportunities
|
Horizon
and potential impact |
Description
|
ICL’s
response |
|
Markets
Increased market demand for sustainable solutions
|
Time horizon:
Medium to Long
Potential
impact: Medium to High in all scenarios due to changing climate and evolving regulations
|
We anticipate several market opportunities
arising from sustainable novel solutions and shifts in the markets driven by climate change and supported by increased demand for energy
and food security, which could lead to increased revenue. ICL’s solutions will also broaden its outlook on new low carbon markets
as well as ones that support climate adaptation and mitigation, enhancing our potential for growth and market penetration. |
As a global specialty minerals company, we
are actively exploring new market opportunities for sustainable solutions. Our downstream scenario analysis identified growth potential
in several major global markets for specialty and low-carbon fertilizers, including products that answer climate adaptation and mitigation
needs, which is driven by the impact of climate change scenarios on agricultural yields. Projections for 2030 and 2050 indicated increasing
demand due to climate change-induced shifts in agricultural needs and a need for a resilient food supply chain, with longer shelf-life
and reduced product loss and food waste. This analysis was enhanced by incorporating the assessment of climate scenarios' impact on the
transition from conventional fertilizers to specialty products. More-over, we can support the demand for electricity storage solutions
by providing raw materials to battery materials market. |
|
Products
& Services
Improved product offerings |
Time horizon:
Medium
Potential
impact: High |
We anticipate an increase in consumer demand
for products and services that support climate-change mitigation and adaptation, including specialty fertilizers, resilient food supply
chain and energy storage solutions, which is expected to propel revenue growth. |
Our products and services cater to the emerging
needs of climate-change mitigation and adaptation. ICL’s products support a resilient food supply chain, from the field to the final
consumer. Our product portfolio features among others, highly effective specialty fertilizers that facilitate optimal nutrient release,
enabling growers worldwide to reduce their fertilizer usage while simultaneously achieving higher quality crops and yields with lower
environmental impacts. ICL’s CRFs and bio-stimulants support plant nutrition and minimize N2O emission in the use phase, reducing
GHG emissions and supporting climate change mitigation. ICL's expansion in the AgroTech sector is also expected to improve farming techniques
and increase yields with lower environmental impact. ICL is involved in other parts of the food chain as well, its products contribute
to extended shelf-life, reduce fruit spoilage, and thus enable reduced food waste.
Furthermore, climate-change mitigation requires
a transition to alternative energy sources. ICL will continue to develop its existing activities related to the supply of raw materials
to the battery materials market. It remains a provider of raw materials to LFP battery customers.
In addition, ICL offers a low carbon product
footprint portfolio, for its industrial, agricultural and food products.
For further information about our sustainable
solutions, see "Strategy – Products and Services" above. |
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|
Transition
opportunities |
Horizon
and potential impact |
Description
|
ICL’s
response |
|
Resource
Efficiency & Energy Source
Transition to Sustainable Energy Practices
|
Time horizon:
Medium to Long
Potential
impact: Medium to High |
Maximizing resource efficiency and transitioning
to alternative energy sources present an opportunity for ICL.
|
ICL has dedicated teams and forums that focus
on opportunities in energy efficiency. By prioritizing these initiatives, we anticipate a reduction in operational costs and our environmental
footprint as renewable energy is projected to be more cost -effective (in part due to lower carbon taxes) compared to fossil fuels. Our
strategy involves expanding our renewable and low carbon energy mix and facilitating a shift towards heightened electrification across
our operations. Furthermore, we continue our efforts to digitize and analyze site level Energy & GHG data which allows us to improve
data quality and management. This supports our journey to become more resource efficient and to reduce our footprint. Looking ahead, we
are exploring the possibility of green electricity production and storage at our primary locations, aligning with our long-term sustainability
goals. For further information about our sustainable solutions, see "Strategy – Operations" above. |
|
Resilience
Future resilience |
Time horizon:
Medium to Long
Potential
impact: Medium |
We believe that the resilience of our Company
can be increased by implementing initiatives aimed at improving our efficiency, designing innovative production processes, developing
new products and engaging in strategic procurement practices. These efforts will ensure that we maintain our competitive advantage and
continue our preparations for a low-carbon future. |
Our strategic approach to advance sustainable
practices significantly contributes to our resilience. Our research, development and innovation efforts focus on solutions that aim to
align with the UN SDGs. For more information about our sustainable solutions, see Strategy – Investment in R&D. This, in turn,
provides us with a long-term vision to pursue major market opportunities, including innovative climate-resilient solutions that enhance
business resilience. For more information about our sustainable solutions, see Strategy – Products and Services.
In addition, continued innovative practices
and improvements in production efficiency increase the resilience of our operations. For more information about our operations, see Strategy
– Operations. Integrated into our strategy is the focus of our value chain, with both supply chain and sustainable procurement being
in scope. For more information about our supply chain and sustainable procurement, see Strategy – Supply Chain and Strategy –
Sustainable Procurement.
Additionally, enhanced access to green financing
resulting from a reduced Company-wide carbon footprint and clear sustainability strategy unlocks additional resources that further bolster
our resilience. For more information, see Strategy –Finance Planning. |
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As
part of our transition opportunities analysis, we conducted a scenario analysis to explore the potential evolution of a selection of key
agronomic indicators, including agricultural and hydrological drought indexes, growing high degree days, and precipitation patterns across
various climate scenarios. Using heatmaps, we identified regions where climate-driven shifts in agronomic conditions may influence input
needs. Given that some of our specialty products—such as advanced fertilizers and bio stimulants—may help mitigate climate-related
risks by increasing crop resilience. This analysis enabled us to conceptually map specific products to the climate change challenge they
may address. By linking specialty solutions to emerging climate challenges, we explored the potential impact of climate scenarios on the
potential adoption of these solutions, and how likely such adoption can accelerate in response to changing conditions. These insights
strengthen our ability to provide support with tailored solutions, ensuring better resilience during evolving climate conditions. We plan
on conducting a similar analysis at least every three years.
For
example, the use of controlled-release fertilizers (CRF) and slow-release fertilizers (SRF) have been identified as an effective strategy
to reduce nitrogen losses and related emissions in agricultural systems. By gradually releasing nitrogen over an extended period, CRFs
align nitrogen availability with plant uptake, offering a more predictable nitrogen release, reducing the risk of excessive nitrogen release
and significantly improving fertilizer use efficiency. Unlike conventional fertilizers, which often release nitrogen quickly and in amounts
that exceed plant needs, CRFs minimize nitrogen loss to the environment, including leaching and volatilization processes that contribute
to nitrous oxide emissions. Using CRFs in the field contributes to both climate adaptation and mitigation.
We
acknowledge that the application of a scenario analysis to climate-related risks is a relatively new and rapidly evolving subject. As
part of our voluntary climate related risk and opportunity disclosure program, we continue to enhance our analysis capabilities to reflect
developments in modeling policy, emission pathways and wider stakeholder expectations. The outputs from our further scenario analysis
activities, including carbon price trajectories, will be used to enhance ICL’s existing business planning processes. It will also
be used as an engagement tool to strengthen our understanding of climate related risks and opportunities. In particular, for opportunity
analysis, scenario-based assessments are a developing practice intended to explore possible futures rather than predict market developments.
Emerging or shifting regulatory developments, including in the US and other key jurisdictions, may not be fully reflected in the current
scenarios and could lead to outcomes that differ from those modeled. As this topic remains under continuous refinement, we recognize the
inherent uncertainties in such analyses and will continue to adapt our approach by integrating the latest scientific research and market
insights, ensuring alignment with emerging climate-related trends and evolving stakeholder expectations.
Risk
Management
At
ICL, Enterprise Risk Management (ERM) is ingrained in our corporate DNA and is an essential framework to anticipate and navigate uncertainty,
risk and opportunity. Acknowledging risk's inherent nature in all activities, we prioritize robust risk management as a fundamental element
of good corporate governance. A successful risk management mechanism helps us meet our goals, enhances our decision-making processes,
ensures our robust compliance with regulation and internal policies and provides assurance regarding control effectiveness.
In
2025, ICL launched a new, uniformed enterprise risk management platform to better support risk identification, assessment, monitoring
and reporting. This new platform enhances and enables ICL various risk topics to be consolidated in a uniformed, affective and transparent
platform “ICRISK”.
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We
recognize the impact of climate change throughout our main processes, and we are aligning our responses and actions to meet the accelerating
pace of climate change. As part of this understanding, we have timely embedded climate-risk assessment into our global ERM procedures.
Identifying
and assessing climate-related risks
We
have implemented a process designed to identify risks, areas of impact, their causes and potential consequences, including climate-related
risks. The aim is to generate a comprehensive list of risks (a risk register) based on those potential events that might prevent, degrade,
or delay the achievement of our Company’s objectives. The risk identification process includes an examination of events which, if
they materialize, may compromise the achievement of the Company's objectives.
Identifying
climate-related risks was accomplished by conducting interviews with key personnel, as well as evaluating climate benchmarks and external
information on material risks to the industry. This also included implementation of financial stress-test models on multiple climate scenarios
to evaluate potential financial impacts. All risks are categorized under a global unified ICL Risk Universe and are evaluated under a
unified metrics scale. The risk description includes capturing possible sources of risk, areas of impact and potential consequences (in
accordance with risk taxonomy). The risks are identified at several levels (corporate, business segments and operational sites) of the
organization. Risk assessment involves applying a rating to a risk, taking into consideration the combination of impact (consequences
of the risk materializing) and its likelihood, considering the effectiveness of existing controls.
New
risks can arise as a result of change within the organization or the occurrence of external factors. All employees and managers are responsible
for contributing to identifying new and emerging risks as soon as practicable, while reporting and escalation is accomplished according
to an ERM framework. In addition, we execute an enterprise risk assessment to identify new corporate level and business segment level
risks at least every few years and update on yearly basis the Risk Appetite, Risk Register and Risk Universe accordingly.
Managing
climate-related risks
One
of the purposes of the ERM process is to prioritize and determine our response to mitigate a risk to an acceptable level. This includes
identifying, mapping, recording and monitoring treatment actions. Risk treatment actions can have two objectives: reduce the impact (i.e.
mitigate the impact of the event); or reduce the likelihood (i.e. prevent the event from occurring).
Risk
Treatment (mitigation) actions can have two objectives: reduce the impact or reduce the likelihood. Possible risk treatment strategies
include avoid (avoid the risk), adopt the Company’s activities to risk environment, mitigate, accept and transfer. Risk mitigation
plans are developed for Tier 1 risks, and under specific circumstances, mitigation plans are also developed for Tier 2 risks.
Tier
1 Risks (High-Level Risks): The designated risk owners are required to develop a treatment plan aimed at mitigating the impact or likelihood
of the risk. During the development of treatment plans for top risks, we take into consideration factors such as feasibility, cost effectiveness,
required resources, and the timeline for completion. We ensure that any proposed treatment aligns with legal and governance requirements.
The execution of plans is monitored for timeliness via the “ICRISK” Platform. We regularly re assess risk evaluations as an
integral part of our monitoring routines, established in our Global Risk Policy. Tier 2 and Tier 3 Risks (Medium to Low-Level Risks):
We established periodic processes to ensure that we capture significant changes in risk exposure, needing further examination. Monitoring
and reviewing risks and treatment plans ensures that risks are managed efficiently and effectively. Therefore, these are monitored on
a regular basis in accordance with ICL's ERM routines. For example, Tier 1 risks and mitigation plans are monitored by the executive management
on a semi-annual basis.
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An
effectively functioning oversight structure ensures that risk owners are designated on a timely basis, communication plans are coherent
and well-executed, adequate resources are allocated to risk management, and staffing, and training practices are effective. It ensures
that managers at all levels are active participants in the risk management process. We update our Enterprise Risk Management Framework
& Policy annually. The updated policy is approved by the Risk-Management (RM) Committee and the Board’s Audit Committee. Changes
in the policy are reviewed as part of an annual review process. As part of that review, the effectiveness and quality of policy implementation
are examined and summarized, including challenges and improvements required.
Metrics
and Targets
Metrics
The
GHG emissions reported below include all direct (“Scope 1”) and indirect energy-related (“Scope 2”) emissions
of primary known greenhouse gases, including: CO₂, CH₄,
N₂O and HFCs/HCFCs and SF₆.
During the current reporting year, there was no consumption or emissions of PFCs or NF₃.
Direct emissions include emissions from stationary and mobile fuel combustion, refrigerants, non-energy related process emissions and
emissions from onsite wastewater treatment facilities. Indirect energy related emissions include the calculated emissions resulting from
consumption of procured electricity, steam, heating and cooling.
The
table below presents our greenhouse gas emissions for the years 2023-2025 and 2018 (the baseline year). We have followed the World Business
Council for Sustainable Development (WBCSD)/World Resource Institute's (WRI): "GHG Protocol Corporate Accounting and Reporting Standard"
(2004, as updated January 2015); and “GHG Protocol Scope 2 Guidance” (2015), utilizing the operational control approach to
set organizational boundaries, in addition to ISO 14064 standard methodologies. An independent assurance process was performed, which
included Limited Assurance of ICL’s 2025 Total Scope 1 and Total Scope 2 (marked-based and location-based) GHG emissions, in accordance
with the International Standard on Assurance Engagements ISAE 3000 (Revised) ‘Assurance Engagements other than Audits or Reviews
of Historical Financial Information’.
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Scope
1 & 2 GHG emissions
|
Year
2025
(2)(3)
|
Year
2024 (3) |
Year
2023 |
Year
2018 (1) |
2025
VS 2018 |
|
Scope 1 |
Tonnes CO2e
(thousands) |
2,088 |
2,131 |
2,102 |
2,220 |
(5.9%) |
|
Scope 2
Market-based |
Tonnes CO2e
(thousands) |
89 |
65 |
186 |
720 |
(87.7%) |
|
Total scope 1+2 GHG emission |
Tonnes CO2e
(thousands) |
2,177 |
2,196 |
2,288 |
2,940 |
(26.0%) |
| (1) |
2018 is the baseline year for ICL’s legacy decarbonization
roadmap. |
| (2) |
On a “same site basis” includes only facilities operated
by ICL in 2018, 2025 Scope 1 and Scope 2 (market-based) emissions were 2,074 and 88 thousand tonnes CO2e,
respectively. |
| (3) |
Independent assurance process was performed in accordance with
the International Standard on Assurance Engagements ISAE 3000 (Revised).
|
The
26.0% reduction in emissions was achieved over the period of 2018 to 2025 through multiple actions, including commissioning our Sodom
CHP (Combined Heat and Power) plant, implementing energy efficiency measures and utilizing waste heat in several facilities globally,
decommissioning fossil fuel-based facilities, such as the PAMA oil shale power plant in Israel, and procuring renewable energy in Brazil,
China, Europe, Israel and the US (including long-term power purchase agreements with renewable energy suppliers). Sodom CHP supplies most
of the electricity and steam consumed by ICL’s sites in Israel, with significantly lower carbon footprints. The electricity generated
is not only far more carbon efficient than electricity supplied by the Israeli grid, but also more efficient than the previous oil-fired
power plant and steam boilers it replaced for the production of steam as well as electricity.
Scope
3
ICL
completed the process of measuring its Scope 3 emissions for the year 2024 in accordance with current best practices while implementing
state-of-the-art data management systems. The process was followed by an external assurance process, thus providing ICL with robust data
infrastructure for further needs.
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ICL's
Scope 3 includes all upstream and downstream value chain emissions for primary known greenhouse gases, including CO2,
CH4, and N2O,
HFCs/HCFCs and SF6 for the year 2024 (1 January 2024 - 31
December 2024). The assessment utilizes an operational control approach to set organizational boundaries and applicable standard methodologies.
An independent limited assurance engagement was performed in relation to material Scope 3 GHG emissions categories in accordance with
ISO 14064-3: 2019 Greenhouse gases – Part 3: Specification with guidance for the verification and validation of greenhouse gas statements.
RD&I
Our
RD&I strategy identifies megatrends for future focus and considers the UN SDGs. Consequently, topics such as zero hunger (SDG 2),
affordable and clean energy (SDG 7), responsible consumption and production (SDG 12), climate action (SDG 13) and SDG 15 (Life on Land)
are key focus areas of our Company. ICL Open Innovation efforts focus on partnering with entrepreneurs, startups, and researchers to develop
solutions in response to climate change. Areas of focus include next generation fertilization, food technology, E-mobility/sustainability,
novel materials, Circular Economy, Industry 4.0 (manufacturing optimization) and digital agriculture.
We
continue to invest in research and development activities to meet many of the challenges posed by climate change. These focus on climate-change
mitigation, climate-change adaptation, sustainable water use, and a transition to a Circular Economy. Examples of the R&D in which
ICL is currently engaged include:
| • |
Development of fertilizers with better nutrient-use efficiency
and reduction of emissions. |
| • |
Development of biological bio-stimulants that stimulate plant
growth and provide resilience to various stress conditions. |
| • |
Development of products that improve water use efficiency.
|
| • |
Investigating opportunities to integrate waste streams into our
production processes, fostering a closed-loop Circular Economy and developing future sources for sustainable fertilizer products.
|
| • |
Including integration of secondary source Phosphate technologies
(Circular Economy) for immediate use in our production facilities in Europe and development of future raw material sources for our fertilizer
products, including a technology road map for recycling and recovery of phosphorous and nitrogen from secondary sources to transform our
products into sustainable fertilizers. |
| • |
Continued diversification and development of a product portfolio
of meat substitutes: ICL and Plantible Foods have partnered to launch ROVITARIS® Binding Solution, a revolutionary clean label binding
solution for plant-based meat and seafood applications that may replace most chemically processed binders. |
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| • |
Our Business Development unit has scouted more than 700 Food
tech start-ups to identify disruptive technologies for ICL Phosphate Specialties. We continue to seek innovation partners who transform
sustainable food systems. The Company continued to diversify and develop its product portfolio for meat substitutes: ICL Food Specialties
and DAIZ Engineering partnered to launch ROVITARIS® SprouTx™, a revolutionary textured soy protein developed with proprietary
seed germination technology, commercialized in the European market in 2025. This innovative solution effectively addresses key unmet needs
in taste, texture, and nutrition for plant-based meat and seafood alternatives. |
| • |
Our Agmatix is pioneering the future of sustainable agriculture
through advanced data and AI-driven solutions. By transforming agronomic and environmental data into actionable insights, Agmatix enhances
crop yields, promotes sustainability, and strengthens crop resilience. Its innovative technology supports global efforts to combat climate
change, drive responsible land use, and ensure food security. |
| • |
We developed a data-driven impact and evidence assessment tool
for all RD&I projects to maximize ICL’s actions on tackling climate change, advancing food security and other contributions
to human health and wellbeing. This decision-making tool is integrated into the product development process. This tool has been incorporated
into our new product development process. |
Targets
In
2020, we established a decarbonization roadmap to achieve net zero GHG emissions (Scope 1&2) by 2050. The near-term legacy milestone
is to reduce Scope 1 and 2 GHG emissions by 30% by 2030, compared to our 2018 emissions baseline. ICL’s 2025 Scope 1 & 2 emissions
were 26.0% lower than its 2018 levels, positioning the Company on track to successfully achieve its 2030 reduction target. ICL supports
the global effort initiated by the Paris Agreement to reduce GHG emissions.
In
February 2023, ICL’s Board approved the submission of a declaration to the SBTi organization, wherein the Company will commit to
setting a near-term, science-based target in accordance with the framework developed by the SBTi organization. The initiative drives ambitious
climate action in the private sector by enabling organizations to set science-based emissions reduction targets. In March 2023, SBTi officially
confirmed ICL’s commitment to develop near-term targets in accordance with its criteria and processes. In 2025, SBTi validated ICL’s
near-term greenhouse gas emissions reduction targets by 2034 (vs. 2022 base year).
ICL
has already implemented several measures included in its decarbonization roadmap, including:
| • |
Commissioning a high efficiency gas-fired combined heat and power
(CHP) plant at our Sodom facility to supply ICL’s facilities in Israel, replacing older oil-fired power generation systems.
|
| • |
Transitioning to the procurement of renewably generated electricity
across all ICL sites, beginning with the procurement of renewable electricity for ICL sites in Europe and expanding to sites in the US,
Israel, China and Brazil. |
| • |
Secured long-term renewable energy power purchase agreements
(PPAs) to expand the share of renewables in ICL’s energy in Israel. |
| • |
Decommissioning our oil shale-based power generation at Rotem
(Israel), in favor of a more efficient gas-fired power plant with significantly lower GHG emissions. |
| • |
Recovering heat from various chemical reactions to produce zero
emission power for utilization by ICL sites. |
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Other
measures in our Decarbonization Roadmap for future implementation include:
| • |
Improved measurement of GHG emissions, including the increase
of accessibility to site -level carbon metrics and analytics for our operational managers and management through digital dashboards for
up-to-date reporting of emissions at site and product levels. |
| • |
Eliminating or reducing process GHG emissions through changes
to chemical processes and production lines. |
| • |
Converting our remaining production facilities that utilize high
-emitting fossil fuels to energy generated from natural gas, renewable sources and waste heat. |
| • |
Increasing energy efficiency by phasing out inefficient production
technologies, streamlining our production facilities, increasing the efficiency of our consumption of heat and steam, and recovering heat
where possible. |
| • |
Reducing the use of electricity for lighting and air conditioning
by implementing more efficient technologies. |
| • |
Installing solar photovoltaic (solar PV) electricity generation
systems in all available and appropriate areas within the operational boundaries of our sites. |
| • |
Considering carbon pricing in product development, acquisitions
and capital investment decision-making to raise internal awareness, promote better life cycle operating decisions, and better prepare
our business for future emissions trading schemes. |
| • |
Securing long-term renewable energy power purchase agreements
(PPAs) to expand the share of renewables in ICL’s energy mix globally. |
| • |
Actively addressing Scope 3 emissions by engaging with suppliers,
fostering partnerships for education and emissions reduction, and optimizing logistics operations with alternative fuels, electric vehicles,
and energy-efficient shipping. |
| • |
Strengthening Circular Economy initiatives by maximizing the
use of byproducts and waste heat in production processes to enhance energy efficiency. |
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Energy
Our
energy strategy includes continuous emphasis on energy efficiency and process innovation, transition to zero and low emission sources,
and electrification as an enabler for this approach.
Renewable
Energy
As
part of ICL's commitment to increasing the share of renewable energy in its energy mix, a cross-organizational team – comprising
members from the Global Energy and Sustainability units and the Global Procurement Organization (GPO) – is leading the Company’s
efforts to procure electricity from renewable sources and promote onsite renewable energy generation across its operations.
Since
2024, ICL began installing Photo-Voltaic (PV) systems at several sites in Israel, overcoming regulatory and statutory challenges. Furthermore,
feasibility studies for expanding PV installations globally were initiated, based on feasibility studies already conducted in Europe,
Israel and North American.
In
addition, ICL entered into long-term power purchase agreements with two Israeli companies for “green electricity”.
One
of ICL's flagship endeavors, the “Green Sodom Project”, is designed to represent a significant step in transforming ICL Dead
Sea – its largest industrial site in Sodom, Israel – into a hub for renewable energy. This project is a cornerstone of ICL's
broader decarbonization strategy and supports ICL's commitment to achieving Net Zero emissions by 2050.
The
project involves the establishment of solar PV fields, boasting a total capacity of approximately 1,500 MWp, along with advanced energy
storage solutions. The first implementation phase includes the installation of a high-voltage (HV) line, a substation, and a Battery Electric
Storage System (BESS), with the initial supply of green electricity provided by third-party vendors. The Front-End Engineering Design
(FEED) phase commenced in 2024 and is expected to be completed in the first half of 2026.
These
efforts aim to significantly reduce greenhouse gas emissions at our Sodom site, aligning with our climate strategy as we progress toward
a more sustainable future. For more information see our climate risk and opportunity disclosure.
Natural
Gas
Over
the past decade, we implemented a strategic decision to replace heavy fossil fuels (fuel oil, kerosene, diesel and shale oil) that power
our largest production plants in Israel with natural gas (NG). In addition, ICL Rotem has ceased to extract shale oil minerals and has
begun to use a new natural gas-based steam boiler resulting in a reduction of our GHG emissions and other pollutants, such as Nox and
PM. For more information regarding our natural gas agreements, see Note 18 to our Audited Financial Statements and "Item 3 – Key
Information - D. Risk Factors".
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The
European Energy Efficiency Directive (EED)
In
September 2023, the European Commission adopted the recast Energy Efficiency Directive (EU) 2023/1791, which became effective in October
2023. This directive strengthens the EU’s commitment to energy efficiency as a key pillar in combating climate change, supporting
the broader objectives of reducing greenhouse gas emissions by 55% by 2030 and achieving climate neutrality by 2050.
The
directive sets a legally binding target for reducing the EU’s total energy consumption by 11.7% by 2030, based on the 2020 reference
scenario. Each Member State is tasked with determining its indicative national contributions using criteria reflective of its energy profile
and economic circumstances. Where the aggregated contributions fall short of the EU‑wide
target, the Commission will apply an Ambition Gap Mechanism to bridge the deficit.
To
ensure progress, the directive mandates an increase in annual energy savings from 0.8% to 1.3% for the years 2024–2025, 1.5% for
the years 2026–2027, and 1.9% from 2028 onward, averaging 1.49% for the 2024–2030 period.
The
directive also expands energy audit obligations to include SMEs, where significant savings are possible, and mandates energy management
systems for large industrial consumers. Public sector obligations are heightened, including a 1.9% annual reduction in energy consumption
and a 3% renovation requirement for public buildings across all administrative levels. Member States were required to transpose these
provisions into national law by October 2025, and national implementations may tighten audit, energy management and public‑sector
requirements.
In
2024, the EU adopted a recast framework for the internal markets for renewable gas, natural gas and hydrogen, facilitating access for
renewable and low‑carbon gases and establishing rules for emerging hydrogen
networks. Member States have until August 5, 2026, to transpose the directive into national law. We are assessing implications for our
fuel strategy and certification of renewable inputs.
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Air
Quality
Reducing
air emissions is a key goal of our environmental strategy. We are taking actions to reduce air emissions by implementing energy efficiency
and other emission prevention solutions, as well as transitioning to cleaner fuels. Our sites regularly monitor pollutant emissions to
improve operational management practices.
Israel
In
Israel, air emissions from major industrial operations are regulated by the Clean Air Law (hereinafter - the Law), which aims to improve
air quality, preventing and reducing air pollution by implementing both prohibitions and obligations, to protect human health, quality
of life, and the environment. The Law addresses emission sources (including all our production plants in Israel) and is intended to serve
as a platform for implementing regulatory principles similar to those in the European Union (EU), specifically the principles of the IED
(The Industrial Emissions Directive) adopted by the EU.
Our
plants in Israel that are classified as Emission Source Subject to Licensing Requirements have received air emission permits. Any deviations
from the conditions of these permits could result in administrative enforcement measures, or even in criminal liability and shutdowns
in severe or recurrent events. Additionally, certain restrictions on our operations and new requirements from the Ministry of Environmental
Protection (MoEP) may impose significant capital investments on our Company. To comply with the emissions permits granted under the Law,
we have made, and will continue to make, significant investments as necessary. As a result, some of ICL’s air emissions have decreased
considerably.
We
extensively monitor air emissions. In the various plants, continuous online air monitoring is performed in the various stacks, and ambient
air quality is assessed using dedicated monitoring stations.
| • |
DSW successfully completed the installation of the third and
final particle reduction unit (WESP). In 2025, DSM also implemented its third major particle emissions reduction unit. additional ICL
production sites in Israel are progressing with initiatives to further reduce air emissions. |
| • |
In January 2024, a new emission permit was issued to ICL Rotem
under the Israeli Clean Air Act (hereinafter - the Law) valid until January 2031. ICL Rotem is implementing several significant emissions
reduction projects as required in the permit, according to a multi-year plan. The Company is in active discussions with Israel’s
Ministry of Environmental Protection (MoEP) to assure adherence to all conditions outlined in the permit, including those specified in
an administrative order under Section 45 of the Law, and to achieve satisfactory resolutions to notable timeline execution challenges
for a limited number of projects. |
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Europe
In
Europe, emissions are regulated under the EU Industrial Emissions Directive (IED), as well as regional and local regulations. Preventive
measures are applied, and these regulations are translated into national legislation. Emission limit values for relevant substances are
included as part of the authority’s approval. Compliance is further ensured through inspections by authorities, independent technical
supervisory associations, and self-monitoring.
The
revised IED entered into force in 2024. It expands the scope of activities covered, strengthens enforcement (including more effective
penalties), and requires the introduction of electronic permitting by 2035. The updated BAT/BREF process and the creation of an Innovation
Centre for Industrial Transformation and Emissions are expected to drive tighter permit conditions over time, including for energy efficiency,
waste‑gas management and certain priority pollutants. Forthcoming European
standards supporting the revised IED will enhance requirements for measuring pollutants such as diffuse ammonia and PFAS.
Ambient
air quality rules have also been tightened with new limit values to be met by 2030 and enhanced monitoring requirements, including the
introduction of ultrafine particle monitoring. Member State transposition and implementation may influence local permitting and inspection
regimes, including more stringent ambient‑based constraints.
Climate‑related
regulatory changes with financial implications include the ongoing implementation of the revised EU ETS—such as the phase‑in
of maritime transport and adjustments to free allocation for aviation—and the Carbon Border Adjustment Mechanism, which is in a
transitional reporting phase through the end of 2025, with certificate surrender obligations from 1 January 2026. These measures may affect
compliance costs, procurement and supply chain planning.
Americas
Air
emissions in the Americas are managed by operating permits issued by the relevant environmental authorities at each site. In the US, air
permits are typically granted by state environmental protection agencies, operating under state-specific programs authorized by the federal
Clean Air Act. In Brazil, air emissions are regulated under each site’s operation license, issued by the relevant state environmental
agency. A new air pollution regulation is expected to come into force in the near future, and our Brazilian sites are actively preparing
to comply with the upcoming requirements.
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Water
We
regard potable water as a high value natural resource and water conservation is an inherent part of our business culture. We expect potable
water to become scarcer across the globe. As water scarcity becomes a pressing global issue due to climate change and other factors, we
are facing greater and stricter regulation of water consumption and wastewater quality as well as an increase in water related costs.
We also anticipate that we will need to invest in additional resources to enhance our water efficiency and wastewater quality at some
of our plants.
Nevertheless,
many of our major production sites are located in Israel which has achieved water supply security due to large investments. Though located
in a water stressed region, Israel manages its water resources efficiently. Due to institutional and regulatory reforms and significant
development of non-conventional water sources, such as treated wastewater and desalination, water production capacity in Israel exceeds
demand. Accordingly, over the last two decades desalination plants and Reverse Osmosis (RO) plants have become major contributors to the
country’s potable water resources, thereby reducing potable water scarcity and water stress risks in the country. Industrial facilities,
such as our facilities in Sodom, are allowed to use non-potable water where possible.
Our
production facilities globally have undertaken various water conservation projects, including use of brackish water and recycling of treated
wastewater. We track water consumption at our facilities and promote water efficiency projects, particularly in relation to freshwater
use. We have also experienced increase in extreme weather events, requiring us to take further steps in terms of water efficiency and
wastewater management.
In
2023, ICL’s Board approved the ICL Group Water Management Policy, which outlines the Company's proactive approach to improving water
efficiency, minimizing impacts on water sources, and promoting innovative solutions for water usage and wastewater disposal across its
operating regions. Oversight of water management at the Board-level is assigned to our CSC Committee, which is responsible, among other
matters, for monitoring and guiding ICL’s water-related strategies and initiatives. For more information about water-related risk
management, see Climate Change - Flooding Risks and Water Stress.
Regarding
executive management level oversight, the Potash Division’s president and Head of Global EHS is responsible, among other things,
for ICL’s overall water management.
For
further information about water-related issues in Israel, see Note 18 to our Audited Financial Statements.
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Byproducts,
Waste, Hazardous Waste and Wastewater
We
track and manage our waste streams and take various steps to reduce waste generation and maximize reuse and recycling. We identify and
seek to maximize potential reuse and recycling of relevant waste streams and are proactive in searching for Circular Economy opportunities.
For further information, see the “Circular Economy” section above. During production processes at our facilities, industrial
liquids and solid waste are produced. Storage, transportation, reuse and disposal of waste are generally regulated by governmental authorities
in the countries in which we operate. Some of our sites are certified as zero-waste sites. Waste is either treated internally or by external
certified vendors.
Wastewater
quality and quantities must comply with local regulations and with permits at relevant sites. We strive to implement zero discharge policies
where applicable. Various production sites have adapted their treatment systems to the standards applicable to them. Although we strive
to minimize the risk of wastewater leakages and unexpected release of hazardous materials or solid waste, such incidents may still occur
due to factors beyond our control. Difficulties in reuse or disposal of waste generated in our facilities could lead to production interruptions
or stoppages, as well as significant costs. If we cannot effectively mitigate and reduce the exposure, our operations could be materially
and adversely affected.
For
further information, see “Item 3 - Key Information— D. Risk Factors“.
Israel
Liquid
and solid waste, as well as other emissions, are regulated by multiple regulations. Our plants in Israel implement waste monitoring and
other management measures. Each plant is required to inform the authorities regarding their amount of waste and treatment method for every
waste stream under Israel’s PRTR (Pollutant Release and Transfer Register) regulation. Wastewater regulations, including effluent
limits, are regulated by the MoEP, as well as partially by local authorities. Pursuant to the conditions set by the MoEP in their Toxins
Permits, relevant plants in Israel have conducted historical land contamination surveys which were submitted to the MoEP.
| • |
ICL Dead Sea (DSW) and ICL Dead Sea Magnesium (DSM) – Based
on a historical soil survey conducted to map potential soil contamination, the sites have prepared a borehole testing schedule that is
planned to be conducted in 2026. Once the test results are received, a mitigation plan will be implemented. |
| • |
ICL Dead Sea (DSW) - As part of its operational activities, DSW
piles salt, a byproduct of the production process, in the operational salt mound (Mount Salt) in accordance with a plan approved by the
Southern District Planning and Building Committee in September 2016, allowing a height of 40 meters. In January 2024, a supplementary
plan was approved allowing the mound to be raised by an additional 12 meters, which is expected to be utilized at least until the end
of the concession period. |
DSW
uses part of the salt as infrastructure material in various applications. In addition, DSW is examining long-term salt storage alternatives
and will submit an environmental impact assessment in the coming months, in line with legal and regulatory requirements, to address salt
disposal needs for approximately 25 years from 2030 (the end of the concession).
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| • |
ICL Rotem – In 2024, the site completed the implementation
of a master plan for wastewater treatment, aimed primarily at reducing effluent quantities. The plan also addressed the treatment of additional
wastewater streams created by air emission purification processes, as required under the Israeli Clean Air Law. Restoration of acidic
ponds is being carried out according to a plan in compliance with the hazardous materials permit, and the process of obtaining an emissions
permit for the ponds has begun. |
As
part of the treatment of liquid and solid waste, the site stores phosphogypsum waste in ponds and piles. In 2021, a new Urban Building
Plan was approved (the 2021 plan), the main objectives of which are to regulate areas for phosphogypsum storage reservoirs.
Regarding
the phosphogypsum waste ponds, under the 2021 plan, Pond 5, which has been operational since 2018, is permitted for use until the end
of its expected operational life, currently expected in 2027. On December 14, 2025, following an extended regulatory process, the District
Committee for Planning approved the validation of the reuse plan for Pond 4, subject to the fulfillment of certain conditions (the - Plan).
The Plan was published on December 18, 2025, and came into force on January 1, 2026. In parallel, in order to ensure a storage solution
at the end of Pond 4’s operational life in 2030, the Company is advancing a plan to establish Pond 6 in accordance with understandings
reached with certain authorities.
Additionally,
ICL Rotem has initiated the restoration of its phosphogypsum ponds 1 to 4, previously used by ICL Rotem, in accordance with building permits
and an approved engineering remediation plan, based on the ‘Florida Standard’. The restoration of Ponds 1–4 is continuing
in line with a plan approved by the relevant authorities.
Regarding
the phosphogypsum waste piles, regulatory requirements mandate that any future expansion of the storage piles should be positioned on
newly constructed protective infrastructure by the end of 2025. In 2023, the Company submitted its plan for restoration of these large
storage piles, including methodologies tailored to meet the requirements of various regulators. The plan and its associated timelines
were approved by the MoEP. Furthermore, ICL Rotem continues to explore alternative uses for phosphogypsum in collaboration with external
partners. Implementation of the infrastructure installation plan at the Phosphogypsum pile from the phosphoric acid plant is expected
to be completed by the end of 2026. In the interim, temporary infrastructure has been installed to support ongoing operations. At the
Phosphogypsum pile of phosphorus salts, implementation is planned for mid-2027.
| • |
Neot Hovav - Pursuant to the requirements of the MoEP, the Neot
Hovav site is required to treat remnant hazardous waste in the coming years. This waste is stored in a designated defined area on the
site's premises in coordination with the MoEP. Some of the currently produced waste is also stored in this area. Treatment of the waste
is partially conducted through a combustion facility (Bromine Recovery Unit), which recovers hydro-bromine acid. Additional waste quantities
are sent to external designated treatment facilities. Once the area is cleared, the Company may be required to conduct a soil survey.
For further information, see Note 17 to our Audited Financial Statements. |
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| • |
ICL Haifa (F&C) – The phosphoric acid production line
from the 1990’s, which has since been shut down, resulted in a byproduct in the form of a phosphogypsum pile, which is currently
stored on site. The Company is taking the necessary actions, in coordination with the MoEP, to comply with regulatory requirements in
a timely manner, including as stipulated in the Toxins Permit issued to the site. |
In
addition, according to the Company's business license, it was required to provide an alternative to the run-off collection-pond. The Company
executed its plan, approved by the MoEP, and aligned with its timeline.
Europe
Liquid
and solid waste, as well as effluents, are regulated under the European IED – Industrial Emission Directive. The Company implements
waste monitoring and other management measures, the results of which we are obligated to inform the authorities. Wastewater regulations,
including effluent limits, are governed by national and, in some cases, local regulations. We are subject to provisions that aim to prevent
pollution and ensure compliance with effluent limit values.
Wastewater
is partly pre-treated and then sent to municipalities or third parties for final treatment, before discharge, or discharged to surface
waters without treatment at appropriate levels. In the event solid waste requires disposal, we ensure it is treated in accordance with
applicable European requirements.
| • |
ICL Iberia - A multi-year program is underway to restore large
salt piles, with focus on wastewater drainage and sludge treatment. In April 2021, the Company signed an agreement with the Catalan Water
Agency (ACA), for the construction and operation of new collector infrastructure. The new collector is essential to remove brine water,
which will be used for both restoration and production. For further information, see Notes 17 and 18 to our Audited Financial Statements.
|
| • |
ICL Boulby - All wastewater leaving our site in the UK is according
to a permit issued by the UK’s Environment Agency. The site's wastewater consists of extracted sea water, mine brines, gathered
surface rainwater and water treated at the onsite sewage plant. Multiple parameter limits are imposed on the site by the wastewater permit
and wastewater amounts have been reduced considerably since ICL Boulby started to exclusively produce Polysulphate and Polysulphate-based
products. |
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Americas
Liquid
and solid wastes at our Americas sites are managed in accordance with country and state-specific regulatory requirements. In the US, solid
and hazardous waste is regulated by the Environmental Protection Agency’s (EPA), according to the Resource Conservation and Recovery
Act and analogous US state laws. In Brazil, waste is managed under the site’s operation license issued by the relevant state environmental
agency.
ICL
follows a qualification process for waste vendors who assist us in ensuring that waste is properly profiled, treatment standards are followed,
and disposal processes meet regulatory requirements. Wastewater is managed by site industrial discharge permits from federal, state or
local agencies. Wastewater treatment is mainly focused on chemical treatment through systems that are maintained on a regular basis.
| • |
ICL US Gallipolis Ferry - In January 2023, the site entered into
a Consent Order with the West Virginia Department of Environmental Protection (hereinafter - WV DEP) regarding water discharge, allowing
for the development and execution of a plan to meet permit requirements. In 2025, further reviews identified inaccuracies in the previously
used sampling methodology, which were subsequently addressed with the WV DEP. As a result, the Consent Order was closed and resolved with
the WV DEP. |
China
According
to the Law of the People's Republic of China regarding the Prevention and Control of Solid Waste Pollution and the National Catalogue
of Hazardous Waste, solid waste is collected, stored and transferred. General industrial solid waste is entrusted for comprehensive utilization
by qualified organizations, and hazardous waste is entrusted for treatment by organizations with a Hazardous Waste Business License issued
by the Department of Ecological Environment of Yunnan Province.
The Company’s operations in China generate certain industrial by‑products and waste materials,
including gypsum and flotation residues, which arise as part of its production processes. These materials are managed and treated through
dedicated facilities, such as gypsum ponds and flotation ponds, which are used for controlled storage, settling, stabilization, and treatment
of residual materials. These facilities are designed to minimize environmental risks, prevent leaching or off‑site migration, and
enable treatment, removal, or reuse in accordance with applicable permits and legal requirements.
In
recent years, environmental regulations in China, at both the national level and the provincial level (including in Yunnan Province),
have become increasingly stringent with respect to the management of industrial waste, particularly phosphogypsum. The regulatory framework
includes requirements to increase utilization and reuse rates of phosphogypsum, as well as enhanced obligations relating to safe handling,
the structural integrity of storage facilities, and the prevention of environmental risks. As part of this regulatory trend, progressively
higher utilization targets for phosphogypsum have been established, together with requirements aimed at reducing risks associated with
long‑term storage.
In
response to these regulatory developments, the Company has implemented various measures to manage such materials, including the advancement
of projects involving its use in mine‑pit rehabilitation, in coordination with local authorities. The Company continues to invest
in management, monitoring, and improvement of its treatment and storage systems in order to comply with evolving regulatory requirements
and mitigate environmental risks.
The
regulatory trajectory in this area indicates a continued tightening of requirements, including increased utilization targets for phosphogypsum
and a gradual reduction in long‑term storage allowances. Accordingly, the Company expects to continue evaluating additional treatment,
utilization, and remediation solutions, while further aligning its operations with the applicable regulatory framework.
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Ecological
Impact
We
manage our mineral extraction sites according to local regulations and rely on concessions granted to us. Our broad and varied operations
cover the entire life cycle of our products, from the initial production of raw materials to manufacture of final product. As population
growth around our production sites increases the potential for impacts on surrounding communities, we have strengthened our approach to
preventing, mitigate and managing adverse effects arising from our operations. In addition to reinforcing safety measures, particularly
for activities involving hazardous materials, we have implemented broader impact reduction actions, including tighter controls on emissions,
noise, odor, and enhanced environmental monitoring. We engage regularly with local communities to identify concerns and provide transparent
information about our operational impact and risks. These measures form part of our ongoing due diligence process to protect community
health and wellbeing, reduce disruptions, and support responsible and sustainable operations in areas where we operate.
We
aim to minimize the ecological impact of both our mining and production activities, beginning at the planning stage through the implementation
of recommendations, and finally by monitoring and minimizing their impact. We continuously implement relevant operational methodologies
and necessary technologies aimed at preventing unexpected ecological impact. In the event of an ecological impact, we strive to mitigate
and remediate the impact, in accordance with best practices and regulatory requirements, including coordination with relevant local authorities.
For further information, see “Item 3 - Key Information— D. Risk Factors".
It
should be noted that our Sodom production facility is located in the Jordan Rift Valley, or Syro-African Depression, a seismically active
area. For further information, see “Item 3 - Key Information— D. Risk Factors ".
| • |
ICL DSW – Due to a negative water balance, water levels
in the northern basin of the Dead Sea are decreasing. Over the years, this decline has required ICL to relocate its pumping station northwards
to allow continued operations in the Dead Sea region. This relocation also supports the continued operation of tourism infrastructure.
The P-9 pumping station and the feeder canal, which cross the Tze’elim stream, were constructed to maintain operational continuity.
The Tze’elim stream alluvial fan is one of the largest and most developed among the surviving fans in the area, making its preservation
and the protection of the biodiversity in this habitat particularly important. ICL reached an agreement with environmental authorities
and organizations, under which seven culverts were constructed above the excavated canal to allow flood waters to flow through the original
channel without damaging the feeder canal, while preserving the braided channel fan pattern. The culverts serve as an ecological corridor,
providing passageways for animals. The Company periodically reviews field data and makes adjustments based on the findings. |
Following
unexpected brine seepage discovered above ground at the edge of the alluvial fan area, the Company installed sealing sheets along approximately
2km of the 15km feeder canal in the fan area, in accordance with instructions from Israel's Nature and Parks Authority. In 2025, the Company
added additional sealing sheets to further prevent brine seepage. During the winter months of December 2025 through January 2026, flash
floods occurred, which are expected to accelerate ecological rehabilitation. As of the reporting date, the Company is in discussions with
the MoEP regarding the implementation of the remaining corrective requirements. For further information, see “Item 4 – Information
on the company — D. Property, Plant and Equipment — Mineral Extraction and Mining Operations- Dead Sea” and Note 18
to our Audited Financial Statements.
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| • |
ICL Iberia - Past activities at ICL Iberia have led to the salinization
of certain water wells in the Suria and Sallent sites, resulting in compensation claims from nearby landowners. |
| • |
ICL Rotem – In 2020, an application for a class action
was filed against the Company according to which, discharge, leakage, and seepage of wastewater from Rotem’s Zin site allegedly
resulted in various environmental hazards and damage to the Zin stream. In November 2022, the parties signed a procedural arrangement
to resort to a mediation process in an attempt to settle the dispute outside of court. As part of the procedural arrangement, the transfer
of approximately 5.5 million NIS from the Company to NPA was approved to fund the NPA’s palm trees rescue operations at Neot Zin
and Akrabim for the years 2022-2026. For further information, see Note 18 to our Audited Financial Statements. |
In
2018, an application for certification of a claim as a class action was filed against the Company claiming it allegedly caused continuous,
severe and extreme environmental hazards through pollution of the “Judea group – Zafit formation” groundwater aquifer
and the Ein Bokek Spring with industrial wastewater. In October 2023, Israel's Supreme Court ruled on the appeal, dismissing the plaintiffs'
claim regarding property rights, and accordingly, dismissing the application for certification on behalf of the entire public of the State
of Israel, yet accepted the appeal with regards to the statute of limitations claim, and ruled that application for certification is approved
for a limited class consisting of visitors to the Bokek stream. In September 2024, the parties reached a deliberative arrangement by which
the parties will pursue an agreed mechanism for the improvement of the water flow in the reserve. For further information, see Note 18
to our Audited Financial Statements.
Part
of the environmental challenges that our ICL Rotem site faces and deals with include environmental class actions against the Company that
also pertain to environmental damages originating in the period that ICL was owned by the Israeli government prior to its privatization.
| • |
ICL R&D Beer Sheva - A soil survey was performed and identified
soil contamination. ICL is addressing the findings in accordance with the survey results and the applicable Ministry of Environmental
Protection (MoEP) guidelines. |
| • |
Brazil - Following soil and groundwater surveys conducted at
our Brazilian sites, we identified certain immaterial historical soil and groundwater contamination. In response, ICL is undertaking remediation
measures where required and, in certain cases, continues monitoring activities in close coordination with local governmental environmental
authorities and regulators. |
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Biodiversity
Biodiversity,
also called biological diversity, is the variety of life found in a place on Earth. A common measure of this variety, called species richness,
is the count of species in an area. We recognize the need to consider environmental factors when using land and managing our operations,
particularly in ecologically sensitive areas, including areas with unique cultural value. We are committed to ongoing consideration of
the impact of our activities on biodiversity in our decision making.
Examples
regarding our management of biodiversity at some of our mining sites include the following:
| • |
ICL DSW - Sodom Saltmarsh Lake. The Ashalim reservoir, located
south of ICL’s Dead Sea site, is a unique wetland habitat within an arid environment, rich in biodiversity. Created as a result
of ICL Dead Sea’s activities, this habitat is preserved and made accessible to the public through ongoing investment. Historically,
the Sodom salt flats area was a resting stop and habitat for migrating birds. However, due to changes in the land use for agriculture,
residential, and industrial purposes, most of these salt flats have disappeared. These rare habitats, characterized by high soil salinity
and specialized species, have been increasingly replaced by areas like the Sodom Saltmarsh Lake. The lake now functions as an alternative
salt flat, maintaining relatively high-water quality in recent years, which ICL continues to monitor. Vegetation has evolved, and the
lake now supports a range of wildlife, serving both as a nesting site and a stopover for migratory birds. Infrastructure around the lake
has also been improved to provide safe public access. |
| • |
ICL Rotem - Over the last 9 years, ICL Rotem has partnered with
Ben-Gurion University of the Negev on academic research focused on evaluating the ecological and biodiversity impacts of mine reclamation.
The study examines parameters such as soil chemistry, microbiology, vegetation growth and diversity, arthropod populations, and remote
sensing analysis of the land. Based on early findings and as part of the rehabilitation process, we are creating micro-topography to diversify
the landscape. During 2025, only laboratory soil tests were conducted, and land plots were allocated for continued research. Funding for
the limited ongoing research was provided by the Open Spaces Fund. |
| • |
ICL Boulby - Adjacent to ICL Boulby’s mining facilities,
within its operational area, are undeveloped turfs that support important habitats and species. Most notable are the woodlands at Mines
Wood and Ridge Lane Wood near Dalehouse, considered among the most wildlife-rich woodlands in Northeast England and Yorkshire. These areas
are home to diverse invertebrates, birds, and mammals. For over a decade, ICL Boulby has collaborated with Industry Nature Conservation
Association (INCA) to monitor and manage wildlife in proximity to the mine. Central to this effort is a Site Biodiversity Action Plan
(Site BAP), implemented by ICL Boulby within its operational area to conserve key habitats and species, with annual support from INCA.
For further information, see “Item 4 – Information on the Company — D. Property, Plant and Equipment — Mineral
Extraction and Mining Operations”. |
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Hazardous
Substances
Some
of the materials used in our facilities around the world (such as raw materials, etc.) are hazardous materials, as are some of the materials
found in our finished products. These materials require government approvals and registrations that demonstrate that they are secured
and maintained, that appropriate safety measures and storage procedures are in place, and that procedures for use and handling exist and
are implemented, as well as maintained, according to requirements. In addition, steps are taken to reduce the likelihood of the release
of hazardous materials by method and route of material transportation, certifying transport providers, and meeting transportation requirements
by using advanced technological features to the trucks and trains that transport these materials, as well as training employees, contractors,
and suppliers to properly handle these materials. We take measures to reduce the likelihood and potential severity of incidents in the
event of exposure to hazardous materials. This includes risk assessment, training, personal protective equipment (PPE), and other relevant
mitigation measures for employees and contractors. We prepare for hazardous materials incidents by training emergency teams and purchasing
appropriate equipment to deal with these types of incidents.
We
are committed to bringing safe products with reduced environmental impact to market and ensuring full compliance with all applicable regulations,
laws, conventions, statutes, and standards related to chemical management. Accordingly, scientific data for all our products is generated
in GLP-certified laboratories in accordance with internationally recognized testing guidelines, including those of the OECD and OPPTS.
These include physic-chemical properties, and toxicological and environmental tests. The generated data ensures safer chemicals for people
and the environment. The data is incorporated into a formal dossier and includes a chemical safety assessment which is submitted to relevant
regulatory authorities for evaluation and approval.
We
are committed to transparently communicating information that reflects the scientific evidence underlying our hazard and risk assessments.
Hazardous products produced or imported by ICL are classified in accordance with GHS/CLP criteria, and information regarding the identified
hazards is communicated to customers and employees. This communication is carried out through comprehensive hazard documentation, including
Safety Data Sheets (SDS), labels, customer letters, declarations, and safety cards for employees. Where required by regulation, exposure
scenarios are also communicated throughout the value chain. Emergency contact details for all regions are included on our SDSs and product
labels.
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Safety
and Environmental Stewardship of Chemicals
ICL’s
brand promise is to create impactful solutions for humanity’s sustainability challenges by leveraging its unique resources and technological
ingenuity. As stated above, we are committed to the UN Sustainable Development Goals (SDGs). ICL’s approach to developing new products
and services is reflected in the processes we apply. Over the past few years, our RD&I practices have evolved from supporting business
continuity to implementing a “Sustainability Index” in product development. This index provides a GO/NO-GO decision-making
analysis based on defined environmental criteria and incorporates Green Chemistry principles. The index serves as a quantitative model
for products in development, establishing parameters for sustainable products at the development stage. It combines environmental, health,
and safety criteria with commercial and operational considerations. Potential products are rigorously evaluated using the index, and its
methodology is applied across the R&D units of our Industrial Products, Phosphate Solutions, and Growing Solutions segments, with
segment-specific adaptations for different product types. Based on the rating results, adjustments are incorporated into the development
process to ensure the creation of the most sustainable products for their intended use. Products classified as “NO-GO” are
discontinued during development and are not commercialized.
The
next phase of our evolution includes using the UN SDGs as conceptual guidelines in our RD&I strategy. Our RD&I unit is embedding
impact strategy and criteria. The unit has developed a data-driven impact assessment tool for all RD&I projects to support ICL’s
actions on tackling climate change, advancing food security, promoting sustainable agriculture and contributing to human health, safety
and wellbeing. This strategic component is part of our positive impact product development processes. We also implement Circular Economy
and biomimicry concepts to reduce our environmental impact, as well as take into consideration eco-design principles and Product Carbon
Footprints (PCFs). Through our impact assessment tool, we scope potential and risk, define and optimize the potential for positive impact,
and establish clear and measurable goals which are monitored and reported.
In
addition, we are addressing various Green Chemistry principles, both in the development of new products, as mentioned above, and during
the use phase of our products. One example is our SAFR®-A Systematic Assessment for Flame Retardants. For certain industrial products,
we recommend best practices for the use of many of our products as part of the service we provide to our clients. The SAFR® methodology,
developed by ICL, provides an evaluation of flame retardants in their applications, enabling users to select the most sustainable product
for the intended use. SAFR® incorporates an estimated exposure component based on the level of contact to humans and/or the environment
and measurable potential emissions of flame retardants during their use. The assessment of a given flame retardant with SAFR® leads
to the identification of uses that are either recommended, acceptable, or not recommended/an unacceptable hazard, in which case alternatives
should be identified.
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Regulation
and Registration of our Products
As
a global specialty minerals company, we are subject to an abundance of product safety regulations. We ensure that the substances and products
we produce, and sell are managed in full compliance with these regulations throughout their life cycle. Such regulations, among other
requirements, impose limitations on the use of certain substances and products, and mandate that we register and label some of our products.
We continuously monitor rules and regulations and take the necessary operational measures to maintain full compliance. For further information,
see “Item 3 - Key Information— D. Risk Factors".
Participation
in Industry Associations
We
are an active member of several industry associations to safeguard our products. The most prominent associations include the International
Bromine Council (BSEF), which promotes the benefits of bromine and bromine technologies for society and economy, the North American Flame
Retardant Association (NAFRA), which promotes the benefits of flame retardants in the Americas and Canada, and the Phosphorus, Inorganic
and Nitrogen Flame Retardants Association (PINFA), which works in partnership with stakeholders (NGOs, environmental entities, consumer
associations, scientists, regulators, fire safety experts, user industries, etc.) to ensure the safe use of flame retardant products.
These
collaborations and network activities help us to work and relate to new classifications and regulations in the bromine compounds industry.
The trade associations’ group activities, which include ICL, work diligently, to avoid unnecessary classifications with the help
of additional external experts in the field of toxicology and other respective disciplines.
ICL
is also actively engaged through the International Fertilizer Association (IFA) and its relevant committees to promote sustainable practices,
foster innovation, and encourage responsible use of fertilizers. These efforts aim to advance environmental stewardship, enhance agricultural
efficiency, and support the global transition toward more sustainable food production systems. IFA and its members work closely together
to address the industry's most pressing challenges, advocating for the development of sound policies and practices that promote sustainable
agriculture on a global scale. This includes supporting regulatory changes and initiatives that impact fertilizer use, environmental standards,
and agricultural productivity. IFA also collaborates with global organizations, legislators, regulators, and policymakers to ensure that
the industry is aligned with evolving environmental and agricultural regulations. This collaborative approach fosters a unified voice
for the fertilizer industry, helping to shape the future of global food security and environmental sustainability.
Within
the Growing Solutions business unit, ICL maintains active memberships in the industry organizations Fertilizers Europe and EBIC (European
Biostimulant Industry Council). Through these memberships, the Company ensures advocacy and representation within the European Union for
the majority of its products.
ICL
is also a member of the European Chemical Industry Council (CEFIC) and the American Chemistry Council (ACC), participating in various
task forces, such as those focused on biocides, PFAS, and flame retardants (FR), to ensure ongoing compliance with Responsible Care and
sustainability programs.
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Group Limited 145
As
an active member of the International Association for Soaps (hereinafter - A.I.S.E.), Detergents and Maintenance Products, we were closely
involved in the ongoing revision of Detergents Regulation, monitoring developments, and supporting A.I.S.E.'s position against new phosphorus
(P) limits for industrial/institutional and consumer products.
The
European Commission’s Impact Assessment concluded that such limits were unnecessary, citing the sector’s minor contribution
to phosphorus releases into aquatic environments and noting that further P reductions could negatively affect product performance and
sustainability. In 2025, both the Commission and the Council opposed the European Parliament on the phosphorus issue. As a result of their
agreement, no new phosphorus limits will be introduced in the revised Detergents Regulation, as no impact assessment was conducted on
the values proposed by the Parliament.
Two
years after the Regulation enters into force, the European Commission will assess the feasibility of further reducing existing phosphorus
limits for consumer automatic dishwasher detergents and consumer laundry detergents, as well as establishing limits for consumer hard
surface cleaners, consumer hand dishwashing detergents, and industrial and institutional laundry and dishwasher detergents. This assessment
will consider environmental impacts, the availability of suitable low- or no-phosphorus alternatives, and the socio-economic consequences
of substitution. ICL will closely monitor these developments to evaluate their potential impact on the Company.
In
Brazil, ICL is a member of several associations that engage with the government to represent and protect the interests of the fertilizer,
inoculant, biological product, and animal and human food industries. These associations serve as a government interface, providing members
with important updates, such as developments in the Bioinputs law, and advocating on their behalf before regulatory authorities.
| • |
ABISOLOS: Brazilian Association of Plant Nutrition Technology
Industries. The association focuses on defending the interests of foliar and specialty fertilizers industries. It recently expanded its
scope to also operate with adjuvants and biological inputs. |
| • |
ANPII BIO: National association of inoculant producers and importers.
It was created to work with the inoculants industry. It recently expanded its scope to the bioinputs segments, including Biocontrol.
|
| • |
ABIAM: Brazilian Association of Industry and Commerce of Food
Ingredients and Additives. The association focused on defending the interests of the additives industry for use in human food. |
In
Israel, ICL is an active member of the Manufacturers Association, which serves as a key interface with government authorities. Through
this partnership, ICL contributes to advancing national environmental protection efforts and alignment with leading international standards.
At the same time, the Company rigorously reviews proposed guidelines, legislation, and regulatory developments to ensure their practical
applicability and effective implementation across the industry.
ICL
Group Limited 146
Global
Regulations
Microplastics
EU:
In September 2023, the European Commission adopted measures restricting intentionally added microplastics under EU chemical legislation,
including REACH and Regulation (EU) 2023/2055. These measures are expected to prevent the release of approximately half a million tonnes
of microplastics into the environment. They prohibit the sale of microplastics as such, as well as products containing intentionally added
microplastics that are released during use. Where duly justified, derogations and transition periods are provided to allow affected parties
time to comply with the requirements.
Our
main products subject to these requirements are fertilizers and, to a lesser extent, other products such as flame retardants. ICL is closely
monitoring the evolving requirements to ensure continued compliance. In parallel, the Company has initiated the development of alternatives,
including fertilizers with biodegradable coatings.
On
17 October 2025, the first major deadline passed. From that date, suppliers are required to provide instructions for use and disposal,
and reporting obligations begin for certain applications. Flame retardants fall under the derogation use but will only be subject to reporting
and labeling if they meet the definition of synthetic polymer microparticle. The current products in ICL IP portfolio do not meet this
definition and so are not impacted.
The
first reporting deadline is May 31, 2026, covering 2025 data, and applies to manufacturers and industrial users of SPM used as plastic
manufacturing feedstock (granules, flakes, and powders). The second reporting deadline is May 31, 2027, covering 2026 data, and applies
to other manufacturers, industrial users, and suppliers of exempted or transitional-period products.
US:
ICL closely monitors new microplastics activities in the US to ensure compliance with any upcoming requirements and obligations. Microplastics
regulations in the US are currently limited at the federal level but are rapidly evolving at the state level, with significant legislative
and regulatory activity in states such as California, Illinois, and Michigan in 2025. There are currently no established federal numeric
regulatory criteria for microplastics in the environment or drinking water. The EPA is reviewing a petition to add microplastics to its
Unregulated Contaminant Monitoring Rule (UCMR 6), which would trigger mandatory monitoring in public water systems by 2027 and potentially
lead to regulations in the future. In July 2025, the bipartisan Microplastics Safety Act was introduced, which would require the FDA to
study the human health impacts of microplastics in food and water and report its findings to Congress.
ICL
Group Limited 147
PFAS
Europe
The
PFAS group comprises over 10,000 active substances, making it one of the most complex chemical families currently under regulatory scrutiny.
These substances are widely used across various industries due to their unique properties, such as resistance to heat, water, and oil.
However, their persistence in the environment and potential health impacts have raised significant concerns, prompting increased regulatory
attention globally.
Five
European countries—Denmark, Germany, the Netherlands, Norway, and Sweden—submitted a restriction dossier to the European Chemicals
Agency (ECHA) in January 2023, targeting specific uses of PFAS under REACH. Currently, the dossier is being reviewed by ECHA’s scientific
committees: the Risk Assessment Committee (RAC) and the Socio-Economic Analysis Committee (SEAC). Following final evaluations, it will
be prepared for submission to the European Commission—marking a critical regulatory milestone.
In
an update published on August 27, 2025, ECHA confirmed that RAC and SEAC aim to complete their scientific evaluations by the end of 2026.
Under
the proposed Restriction Option 2 (RO2), bans would be implemented with time-bound transition periods and sector-specific derogations.
A full ban with limited exemptions would take effect approximately 18 months after entry into force, while sector-specific transition
periods could last either around 6.5 years or up to approximately 13.5 years. These staggered timelines are designed to provide industry
time to phase out PFAS in critical applications while encouraging the development and adoption of safer alternatives.
ICL
is actively working to replace any potential PFAS uses and has already reduced their application to a minimal extent.
The
US
The
status of PFAS regulations in the US reflects a dynamic mix of significant federal rules issued in 2024 and 2025, ongoing litigation,
and proposed modifications under the current administration, alongside a patchwork of state-level actions. A final ruling under the Toxic
Substances Control Act (TSCA) will require all manufacturers, including importers, of PFAS and PFAS-containing articles produced in any
year since 2011 to report information to the EPA on PFAS uses, production volumes, disposal, exposures, and hazards. Reporting is due
by October 13, 2026. Our efforts to comply will be coordinated with EU requirements to align and streamline compliance. The EPA plans
to propose revisions to the 2023 reporting rule, likely providing exemptions for certain uses and small manufacturers. The FDA completed
a voluntary industry phaseout of PFAS in food packaging in February 2024. The EPA has also added additional PFAS to the Toxics Release
Inventory (TRI) and is developing new testing methods and guidance for disposal and wastewater discharge permits. At the state level,
regulatory activity remains high, with many states implementing stricter or broader requirements than the federal government, resulting
in a complex patchwork of regulations. Numerous state-level policies came into effect in 2025. The overall landscape reflects rapid regulatory
evolution, ongoing legal challenges, and a clear trend toward stricter controls at both federal and state levels, despite continuing debates
over compliance deadlines and potential liabilities.
ICL
Group Limited 148
Packaging
PPWR
in Europe
The
Packaging and Packaging Waste Regulation (PPWR) is a regulation of the European Union aimed at reducing packaging waste, promoting sustainability
and fostering a circular economy.
The
PPWR - Regulation (EU) 2025/40 - entered into force on February 11, 2025, and will apply from August 12, 2026. This regulation replaces
the previous Packaging Directive (94/62/EC) and introduces stricter sustainability targets and requirements for all businesses involved
in packaging within the EU. The key objectives of the regulation are reducing packaging waste; boosting recycling; and harmonizing regulations.
All packaging must comply with Design-for-Recycling requirements, targeting a minimum recyclability rate of 70% by 2030. The regulation
also sets goals to increase the use of post-consumer recycled content in plastic packaging by 2030 and 2042. Discussions with various
stakeholders have already begun to ensure compliance with these requirements.
Reverse
Logistics for Plastic Packaging in Brazil:
Federal
Decree No. 12,688, dated October 21, 2025, regulates the reverse logistics system for plastic packaging in Brazil. The decree details
the implementation of the National Solid Waste Policy (PNRS), established by Law No. 12,305/2010, specifically for plastic packaging,
and establishes a mandatory reverse logistics system.
Manufacturers,
importers, distributors, and retailers are assigned specific responsibilities under the regulation, with progressive recovery and recycling
targets extending through 2040. For large enterprises, these targets will begin to apply in 2026.
ICL
Status: The Environmental team, supported by Legal and HERA, assessed the applicability of
Federal Decree No. 12,688/2025 with guidance from external legal counsel. The current understanding is that the decree does not apply
to fertilizers or industrial food additives, as it is limited to plastic packaging waste generated in the urban environment. A technical
note from the Ministry of the Environment is expected to formally clarify this point, and the Brazil team is actively monitoring this
development.
ICL
Group Limited 149
Chemicals
Regulation and Registration
Europe
and UK
The
EU has established one of the world’s most comprehensive chemical regulatory frameworks known as REACH, which establishes a framework
for registration, evaluation, authorization and restriction of chemicals in the EU. Chemicals imported or manufactured in the UK are regulated
by a new chemical regulation called UK REACH.
All
our segments have implemented REACH and are registering their chemicals as required by law. We believe that we have registered all chemicals
relevant to our businesses in the EU (production and import) as of the date of this Report. In addition, certain products are in the process
of evaluation under the Biocides Products Regulation (BPR).
Several
ICL substances are ongoing evaluation under REACH, including specific products from our Industrial Products segment. Some substances have
been designated as a ‘Substance of Very High Concern’ (SVHC), which may lead to certain regulatory restrictions.
ICL
is preparing for this outcome by introducing new, alternative products retardants for those market segments where they are required. In
addition, we and our industry partners are actively involved in the regulatory process to ensure that decisions are made on valid grounds
and to determine where safe use can be proven to safeguard the market where no risk to people or the environment is expected. For further
information, see “Item 3 - Key Information— D. Risk Factors".
| • |
The European Commission’s Ecodesign E-Display regulation,
which has been in force since March 2021, bans the use of halogenated flame in electronic display enclosures. We are closely monitoring
future developments and proactively engaged in innovative chemical design, informative chemical selection tools and end of life solutions
to respond to these challenges. |
| • |
Borate salts and boric acid – Some of our products changed
their classification (SDS, labeling) due to the reproductive classification of the concentration limit. The industry has already expressed
a requirement to re-formulate to exclude these salts and ICL is working on respective solutions and replacements. |
Non-EU
As
the EU regulation on chemical registration and evaluation is considered world-leading, which has led other countries such as South Korea
(K-REACH), Ukraine or Turkey (KKDIK) to introduce similar systems. These REACH-like systems are based on the EU regulation but have also
introduced some additional requirements.
With
regards to KKDIK, the tiered registration deadlines depend on substance quantity and classification, ranging from 2026 to 2030. The pre-registration
for all potential registrants for substances >1 t/a ended on October 31, 2025. The substances affected by ICL were submitted for pre-registration
on time.
For
K-REACH, substances must be registered based on annual quantity thresholds with phased deadlines from 2021 to 2030.
Regarding
Ukraine-REACH Registration, deadlines vary by substance volume, ranging from October 2026 to March 2030. The pre-registration phase for
Ukraine REACH runs from January 26, 2025, to January 26, 2026.
ICL
Group Limited 150
Brazil:
National Inventory of Chemical Substances
Law
No. 15.022/2024 establishes Brazil’s new regulatory framework for assessing and managing risks associated with chemical substances,
creating the National Inventory of Chemical Substances and setting new obligations for manufacturers and importers.
Radioactive
substances, substances under development, and products already regulated by specific legislation, such as food, food additives, sanitizing
products, cosmetics, pharmaceuticals, fertilizers, pesticides, among others, fall outside the scope of the law. All other substances,
including raw materials used to manufacture products that are themselves outside the scope, become subject to the inventory unless future
regulations establish exemptions.
Substances
produced or imported at ≥1 metric ton per year must be registered within three years of system launch. Companies must provide requested
data, update information, and comply with risk-management measures. Two committees will evaluate risks and may impose concentration limits,
authorization requirements, or restrictions/prohibitions. Animal testing is allowed only as a last resort. A registration, assessment,
and inspection fee will apply, with amounts and deadlines defined by regulation. Noncompliance may result in fines (up to 40,000 minimum
wages), product seizure or destruction, suspension of activities, or cancellation of registrations.
The
implementing decree is awaiting publication, with the system expected to launch in 2027 and a deadline of 2030 for companies to complete
their registrations.
Although
the law does not directly apply to fertilizers or food additives, it may apply to raw materials used in ICL manufacturing operations,
unless future regulations establish exemptions.
The
HERA Brazil team is monitoring the publication of the implementing decree, which will define the operational rules and confirm the scope
and obligations. In parallel, initial awareness and training sessions are being conducted with the R&D and Procurement teams to prepare
for potential requirements and align expectations with raw material suppliers.
At
this stage, no immediate material impact is identified, pending clarification from the implementing decree.
ICL
Group Limited 151
Flame
Retardants
In
March 2023, ECHA released a Regulatory Strategy for Flame Retardants, focusing on halogenated and organophosphorus variants, constituting
70% of the organic flame-retardant market. The strategy prioritizes brominated flame retardants, particularly aromatic ones, for restriction,
following the Restrictions Roadmap. Future assessments will address non-halogen and organophosphorus flame retardants. Aromatic brominated
variants raise concerns due to suspected PBT/vPvB properties, warranting minimized release. Aliphatic brominated and organophosphorus
flame retardants exhibit diverse human and environmental hazards, with ongoing data generation to verify potential risks. Potential restriction
proposals await conclusive data from ongoing studies. The following assessments of regulatory requirements affecting flame retardants
have been published by ECHA:
| • |
The flame retardant tetrabromobisphenol A (TBBPA or TBBA) has
completed the REACH review process. As a result, TBBPA has been classified as a Category 1B carcinogen, designated as a Substance of Very
High Concern (SVHC), and included in Annex XVII of REACH, listing substances subject to restrictions. However, the “reactive”
use of TBBPA in printed circuit boards (PCBs) is not within the scope of the restriction, and TBBPA for those uses may still be placed
on the market. |
| • |
Fyrol PCF (TCPP): Denmark has submitted a proposal to ECHA to
classify TCPP as a substance with carcinogenic, reproductive toxicity, and endocrine-disrupting effects at the highest category. TCPP
is expected to be designated as a Substance of Very High Concern (SVHC). If listed, new restrictions would apply to consumer applications.
However, for key uses such as insulation and flexible foam for furniture, industry consortia have calculated substantial safety margins
for TCPP exposures to prepare for the SVHC listing and potential subsequent restriction discussions. |
| • |
Triphenyl Phosphate (TPhP): Triphenyl Phosphate (TPhP) was added
to the SVHC list on November 7, 2024, due to endocrine-disrupting properties in the environment. This is expected to be classified according
to the CLP regulations, either authorizing or restricting the substance. Many PFRs and PISs contain TPhP as a by-product formed during
production. While some products with high TPhP levels may face restrictions, we have solutions for certain PFRs and PISs and are actively
working on solutions for others. The US EPA is expected to conclude its risk evaluation for TPP in 2026, but it remains unclear whether
any use restrictions will be imposed. In Canada, the risk assessment dossier for TPP has been reopened as a follow-up to EU regulatory
developments. Currently, Canada imposes no restrictions on TPP uses. |
| • |
Decabromodiphenyl Ethane (DBDPE) is scheduled for evaluation
under expected EU restrictions, with the process anticipated to be finalized by December 2026. Articles in scope include electrical and
electronic equipment, construction and building materials, and textile articles, with restrictions planned for implementation in 2030,
followed by an 18-month transition period. In Canada, regulation of DBDPE will begin on July 30, 2026, restricting its importation and
manufacturing. Exemptions for other manufactured products (“Manufactured Items”) containing DBDPE end on December 31, 2040,
and exemptions for replacement parts for land-based motor vehicles end on December 31, 2055. In Australia, DBDPE was added to Schedule
6 (Relevant Industrial Chemicals Likely to Cause Serious or Irreversible Harm to the Environment) in June 2025, with regulations taking
effect January 1, 2027. A ban on products containing DBDPE is scheduled for 2037, and the exemption for replacement parts ends in 2052.
|
ICL
Group Limited 152
We
are actively engaging with ECHA and the European Commission through an advocacy approach to understand their information requirements
and provide input for science-based decision-making on potential restrictions, with the goal of avoiding or minimizing impacts on both
ICL and the broader industry. In parallel, our R&D departments are identifying potential alternative products.
As
all chemicals used in flame retardants are under high pressure, ICL is investigating and investing in several replacement chemicals and
products such as VeriQuel R100 and VeriQuel F100 which can serve as alternatives to TCPP and TDCP.
EU
Chemicals Strategy for Sustainability
In
addition to REACH and the various chemical-specific limitations described above, the European Commission has introduced a Chemicals Strategy
for Sustainability (CSS).
The
CSS, launched in October 2020, introduced a new long-term strategy for chemical-related policy aligned with the objectives of the EU Green
Deal. The strategy includes approximately 80 action points, which could have a significant impact on existing or future legislative frameworks,
such as CLP (Classification, Labelling and Packaging Regulation) and REACH.
Main
changes introduced by the revision of the CLP:
| • |
Modification of the harmonized classification and labelling
process (legally binding classifications) to prioritize new hazard classes, carry out classifications for groups of substances, increase
the number of dossiers and automatically recognize the classification of substances determined in other regulatory frameworks such as
REACH. |
| • |
CLP new classifications: Endocrine Disruptors (ED for human health
or for the environment), Persistent, Bioaccumulative and Toxic (PBT) & Persistent, Mobile & Toxic (PMT) that will be used to classify
chemicals and introduced in SDSs and on labels. |
| • |
New classification criteria for substances with more than one
constituent, for which the classification criteria of mixtures for certain hazards will be applied, based on the information of their
constituents. |
| • |
Inclusion of new rules in relation to notifications to the
public inventory of classification and labelling. |
| • |
Widespread use of drop-down labels. |
| • |
Specifying formatting requirements for labels with
respect to text font size, line spacing, and background color. |
| • |
Regulation of the use of digital labelling, although
not as an alternative to physical labelling. |
| • |
Expansion of the information to be included in online advertising
and sales. |
| • |
Determination of deadlines for updating labels due
to modifications in classification or other information. |
| • |
Clarification of the responsibility of distributors in the notification
of toxicological data sheets to poison centers. |
ICL
participates in CEFIC Task Forces to collaboratively address the issues in the CSS. In addition, we play a leading role as an active member
of BSEF and PINFA, engaging in discussions with EU authorities, Member States and regulators. Our aim is to prevent flawed regulations
that could undermine our strategic goals within the flame-retardant industry.
ICL
Group Limited 153
The
EU’s new omnibus regulations aim to streamline chemical industry rules by simplifying labeling requirements, harmonizing procedures,
and reducing administrative burdens. These changes are expected to lower costs and improve regulatory clarity for companies operating
across Europe. ICL supports these reforms, which are expected to promote innovation and enhance competitiveness within the sector.
European
Fertilizer Product Regulation (hereinafter – FPR)
FPR
covers a broad scope of materials, including all types of fertilizers, liming materials, biostimulants, growing media, soil improvers,
inhibitors and other blends of these materials. The new regulation requires fertilizer producers to monitor new contaminating elements
in fertilizer products. In addition, pursuant to FPR, fertilizer producers will have to demonstrate the ability to track their products
to ensure their quality in the production and supply chain. Fertilizer product labeling will need to be updated, and conformity assessment
methodologies revised. The FPR introduces new tolerance levels for fertilizer contaminants, with particular focus on cadmium in phosphate-containing
fertilizers. Additionally, the FPR sets stringent biodegradation requirements for polymer coatings on controlled-release fertilizers,
which ICL must meet by July 2026 to continue selling these products. We are actively taking steps to comply with these regulations across
all relevant products.
The
topic of biodegradable criteria is high on the agenda. Our first biodegradable coating is already on the market (eqo.S/eqo.X). ICL is
working on additional specific coating materials to cover the biodegradability and the polymeric, as well as the microplastic impact.
The
delegated act ((EU) 2024/2770) on biodegradability test criteria was published on 28 October 2024. It establishes official testing criteria
for all CMC9 polymers (polymers other than nutrient polymers) that either enhance water retention/wettability or control water penetration
into nutrient particles to release nutrients. In response, ICL has initiated the development of additional biodegradable coatings, expanding
its portfolio. Currently, the evaluation of the FPR, five years after its publication, is ongoing, and ICL has provided feedback through
all available channels.
The
US
The
2016 reformed Toxic Substances Control Act (TSCA) addresses the production, importation, use, and disposal of specific chemicals in the
US. TSCA is administered by the US Environmental Protection Agency (EPA), which regulates the introduction of new and existing chemicals.
TBBA is under US EPA TSCA evaluation and EPA will conclude its review mid to late 2026. All the data requirements have been completed
by the TBBA industry consortium and accepted by the agency.
Major
TSCA activities for 2025–2026 focus on a shift in regulatory priorities under the current administration, emphasizing streamlined
reviews of new chemicals, re-evaluation of risk assessment frameworks, and renewal of critical fee authorities.
Congress
must act by September 2026 to reauthorize the EPA’s authority to collect fees, a deadline that is driving broader discussions on
potential amendments to the 2016 Lautenberg Act. In March 2025, the Environmental Protection Agency (EPA) announced plans to reconsider
the entire Risk Evaluation Procedural Framework, potentially reverting to 2017 policies that emphasize occupational safety assumptions,
such as PPE use. Beginning in late 2025, the EPA also expanded its import investigative capacity, focusing on illegal chemical smuggling
operations, particularly involving imports from China.
ICL
Group Limited 154
As
part of its TSCA review EPA implemented a significant new use rule, SNUR, for TBBA. The process requires new uses to be reported to the
agency for approval. None of ICL IP’s prominent uses for TBBA are impacted by this rule and will be fully considered under the current
TSCA evaluation.
We
are also engaged in additional activities, including the following:
| • |
The FDA and Congress are pursuing reforms to the “self-affirmed
GRAS” loophole, which currently allows companies to determine an ingredient’s safety without formal FDA review or notification.
As part of its October 2025 guidance agenda, the FDA proposed a rule requiring the submission of all GRAS notices. In parallel, legislation
such as the “Better Food Disclosure Act of 2025” has been introduced to strengthen oversight and mandate public listing of
all GRAS substances. |
| • |
Like the EU, the US is implementing an Endocrine Disruptor Screening
Program (EDSP) with near-term strategies for rollout. Drawing on ICL’s experience in the EU, preparation of appropriate data will
be ensured. In 2025, the EPA finalized a settlement related to its EDSP, which includes a new tracking website for high-priority conventional
pesticides and commitments to assess their potential effects on human health. Additional developments include the EPA’s new TSCA
chemical reporting rule, effective January 13, 2025, requiring reporting of byproducts and impurities to inform risk evaluations. The
EPA is also integrating new scientific methods into the EDSP to screen chemicals more efficiently. |
| • |
In 2025, key changes to California Proposition 65 regulations
include updated short-form warnings that must now name at least one specific chemical, new options for signal words, and specific requirements
for warnings on motor vehicle and marine vessel parts. Businesses must identify chemicals in their products to ensure compliance with
a three-year transition period for products manufactured before January 1, 2028. |
| • |
Furthermore, we expect numerous anticipated rulemakings for PBTs
and NANO materials, which we will incorporate into our respective strategies. |
ICL
Group Limited 155
Canada
Health
Canada initially proposed delisting sodium aluminum phosphate (SALP); however, through collaboration with key customers, including General
Mills, AB Mauri, and the IFAC trade association, comments were submitted on the use and safety of SALP. As a result, Health Canada ultimately
retained SALP on the listing.
Asia
In
addition to REACH requirements in the EU, other countries, including South Korea, Turkey and EAEU (Eurasian Economic Union), have adopted,
or are in the process of adopting, restrictive regulations like REACH which may affect our ability to manufacture and sell certain products
in these countries in the future. We are actively working to ensure compliance within the specified deadlines.
China
In
2021, a new industry standard for polysulphate (as a fertilizer) was published in China. ICL has assessed the options to meet these new
requirements and the effect of the new standard on the supply of polysulphate to the Chinese market.
In
December 2025, we submitted an official letter to the Ministry of Agriculture (MOA) presenting scientific, data-based arguments, supported
by publications from China, the UK, and the US, to substantiate our position that polysulphate functions effectively as a soil conditioner.
We
also collaborated with the research institute that conducted the 2022–2024 field trial to refine the data and further strengthen
the report. On December 18, 2025, we resubmitted our application to the MOA with the additional supporting materials. Subsequently, on
January 18 and February 3, 2026, the MOA requested further clarifications and the original handwritten field trial notes. We are targeting
review of our resubmission at the next Expert Panel meeting, currently expected in April 2026.
Israel
Following
Israel’s accession to the OECD in 2010, the Ministry of Environmental Protection (MoEP) published, in October 2020, a draft Industrial
Chemicals Registration Law (Bill Memorandum) aimed at establishing a national registry of industrial chemicals and formalizing processes
for chemical risk assessment and management in Israel. The Company, together with the Israel Manufacturers Association, has provided input
on the proposed legislation to help ensure workable and effective regulatory implementation.
The
proposed law would apply to the manufacture, import, or marketing of products in quantities exceeding 10 tonnes and is expected to entail
additional costs and complex administrative requirements for ICL and other manufacturers and importers in Israel.
In
March 2025, the Israeli Government approved a resolution incorporating a revised timeline and inter-ministerial agreements regarding the
Bill Memorandum, under which the MoEP is required to submit the draft to the Ministerial Committee for Legislation within six months.
To the Company’s knowledge, the Bill Memorandum remains under review by the MoEP.
ICL
Group Limited 156
Brazil
Bioinputs
Law
On
December 24, 2024, Law No. 15,070/2024 was enacted, establishing the regulatory framework for bioinputs in Brazil. Bioinputs are defined
as products of plant, animal, or microbial origin, including those obtained through biotechnological processes or that are structurally
and functionally equivalent to natural products—used in agriculture, livestock, aquaculture, and forestry across conventional, organic,
and agroecological systems.
Products
previously regulated under separate legislation, such as inoculants, biofertilizers, biostimulants, and biopesticides, will now fall under
this new law. Its effective implementation will depend on additional regulations, and ongoing collaboration among regulatory agencies,
industry, and growers will be essential to shaping the changes and assessing their impacts.
The
law also regulates on-farm production, allowing growers to manufacture bioinputs for their own use. A working group of government representatives,
industry associations, and grower organizations has been established to support development of the implementing decree. A draft of this
decree is expected later this year, with final publication anticipated in the first quarter of 2026.
Food
additives
ANVISA
(the Brazilian Health Regulatory Agency) has opened Public Consultations to revise Brazil’s regulations on food and food additive
labeling. These initiatives are part of the 2024–2025 Regulatory Agenda and aim to improve both the general labeling requirements
and the specific rules for nutritional labeling. Contributions must be submitted by March 9, 2026, with the new regulations expected to
be published in the first half of 2026. These changes will require updates to all food product labels in Brazil, as well as related technical
documents such as product specifications.
ICL
is leading the regulatory discussion group at ABIAM to coordinate and submit the industry’s contributions to ANVISA’s public
consultation.
After
the consultation period closes, ICL will await publication of the final regulations to confirm the definitive requirements. Once published,
all product labels for new productions, as well as related technical documentation, including product specifications, will need to be
reviewed and updated in accordance with the new rules. In parallel, the HERA team is conducting internal discussion forums with R&D,
Commercial, and Quality teams to present ANVISA’s initial proposal and anticipate potential impacts.
Our
food grade products are produced in facilities certified for food production. Consequently, all our food plants implement quality and
food safety systems that are regularly monitored through internal and external audits. For further information, see “Item 3 - Key
Information— D. Risk Factors".
ICL
Group Limited 157
Business
Licenses and other permits
In
the ordinary course of our business activities, we hold business licenses and permits, and receive governmental approvals that are related
to environmental, health and safety, issued by various regulatory agencies to operate our facilities. We may be required to obtain or
renew such licenses, permits, and governmental approvals in the future to continue our current or future operations throughout the world.
We strive to comply with the terms and conditions set forth in our business licenses and permits, as applicable, and in the event of any
non-compliance, we act to alter our activities in full coordination with the relevant agencies.
In
January 2024, ICL Terneuzen (IPT) was granted an environmental permit requiring studies and improvements to its overall environmental
performance. The permit includes several environmental requirements, such as air emissions control and wastewater treatment, which will
require investments in the coming years. As part of the permit, IPT initiates adaptive actions when updates occur in the continuously
evolving Substances of Very High Concern (SVHC) list. The authorities approved IPT’s three-year SEVESO compliance plan, which includes
two major fire safety projects initially expected to be completed by the end of 2025; these timelines have been adjusted to 2026 for external
fire safety and 2027 for internal fire safety. For further information, see “Item 3 - Key Information— D. Risk Factors.”
Water
Wells Production Permits
ICL
Dead Sea - Water supply to DSW is accomplished via approximately 35 drills,
most of which are located within the concession area. The drills require a drilling license issued by the Water Authority.
The
seven "Ein-Ofarim" drills are located outside the concession area, and DSW is therefore required to sign, from time to time, lease contracts
for limited periods with the Israel Land Authority (ILA). The contracts renewal process is lengthy, and DSW has been working for several
years to renew them. As of today, all seven contacts have been renewed until 2026.
In
addition, at the beginning of every year, the Water Authority issues the Company with a water production license that defines the production
capacity of each drilling.
In
2017, the Israeli Water Law was amended, according to which saline water of the kind produced for Dead Sea plants by the Company's own
water drilling is charged with water fees. In September 2022, the Company was presented with two petitions filed with the Supreme Court
of Israel against the Water Authority, Israel’s Attorney General, the Ministry of Justice, Mekorot Water Company Ltd. and the Company.
The petitions requested that the Court rule that the Company should be obliged to pay water fees for saline water extracted from wells
within the concession area, in addition to existing royalty payments, retroactively from the date of the amendment to the Water Law enacted
in 2018. On December 3, 2025, the Supreme Court rendered its ruling, in which it determined that the petitions are to be accepted. For
further information, see Note 18 to our Audited Financial Statements.
ICL
Iberia - ICL Iberia's past activities have resulted in the salinization of some water wells in the Suria and Sallent sites. A remediation
plan has been presented to the authorities and actions have begun to be implemented with satisfactory results. For further information,
see note 17 to our Audited Financial Statements.
ICL
Group Limited 158
C. ORGANIZATIONAL STRUCTURE
A
list of our main subsidiaries, including name and country of incorporation or residence, is provided as an exhibit to our Form 20-F filed
with the US Securities Exchange Commission, which can be found at www.sec.gov.
ICL
Group Limited 159
D. PROPERTY, PLANT AND EQUIPMENT
The
Company operates production facilities at its worldwide locations, including the following:
| • |
Israel: under the Israeli Dead Sea Concession Law, 1961, as amended
in 1986 (the “Concession Law”), we have lease rights until March 31, 2030, for salt and carnallite ponds, pumping facilities
and productions plants at Sodom. We have other production facilities in Israel, situated on land with a long-term lease, including the
Oron and Zin plants at Mishor Rotem of the Phosphate Solutions segment (the Zin and Oron plant lease agreements expired in 2024 and 2017,
respectively. The Zin lease is currently under renewal process with the Israel Land Authority, while the Oron lease has been approved
for renewal until 2044 and is in a process of formalizing a new lease agreement), production facilities at Neot Hovav of Industrial Products
segment (leased until 2027-2073), as well as production, storage and transportation facilities together with chemicals and research laboratories
at Kiryat Ata that belong to the Growing Solutions segment (leased until 2046-2049). We also use warehouses, loading and unloading sites
at Ashdod and Eilat ports (leased until 2030). |
| • |
Europe: |
Germany:
Production plants of the Phosphate Solutions segment are located at Ladenburg. The production plants of the Growing Solutions segment
are located at Ludwigshafen. The production plants of the Industrial Products segment are located at Bitterfeld. All the plants, except
Ludwishafen, are owned by the Company.
The
Netherlands: Production plants of the Industrial Products segment at Terneuzen are owned by the Company. A facility of the Phosphate Solutions
and Growing Solutions segments in Amsterdam is held under a lease until 2040.
Spain:
Concessions at the potash and salt mines are held under concession agreements described below. Potash and salt production plants, warehouses
and loading and unloading facilities of the Potash segment at Catalonia are owned by the Company. Most of ICL Iberia's shipments are made
via a terminal it owns at the port of Barcelona (Trafico de Mercancias – Tramer).
UK:
Rights to polyhalite and salt mines are held under concession agreements described below. Polyhalite and salt production plants and warehouses
of the Growing Solution segment in Cleveland are owned by the Company. The warehouses and bulk loading and unloading facilities at the
port are leased until 2034. The company owns three peat moors of the Growing Solutions segment and a plant for producing growing media
in Scotland. The Growing Solutions segment also owns a plant in Daventry for producing water conservation and liquid plant nutrition products
along with a fertilizer blending site in Rugby.
Belgium:
The Growing Solutions segment owns a production facility in Grobbendonk for producing water soluble fertilizers.
ICL
Group Limited 160
| • |
North and South America: |
The
US: Production plants of the Industrial Products segment in West Virginia are mainly owned by the Company. The production plants of the
Phosphate Solutions segment in Lawrence, Kansas and St. Louis, Missouri are owned by the Company. The production plants of the Growing
Solutions segment in South Carolina are operated under leases ending in 2026. The production plant in Fresno, California is owned by the
Company and the production plant in Adel, Georgia is under a lease which expires in 2031. These plants support the North America production
of dry and liquid Specialty Fertilizer and Adjuvants.
Brazil:
Production plants of the Phosphate Solutions segment at Sao Jose dos Campos and Cajati are owned by the Company.
Production
plants of the Growing Solutions segment at Suzano I and Suzano II (liquid fertilizers, water-soluble fertilizers, animal nutrition, micronutrients
fertilizers), at Uberlandia (improved efficiency phosphorus fertilizers), at Jacarei I (secondary nutrients fertilizers), at Maua (micronutrients
fertilizers), at Cruz Alta (liquid fertilizers) and at Cidade Ocidental (liquid fertilizers) are owned by the Company. The production
plant at Jacarei II (controlled-release fertilizers) is leased by the Company. The production plant at Cascavel (Biostimulants) is owned
by the Company.
| • |
Asia: |
China
– Phosphate rock mining rights at the Haikou Mine are derived from mining licenses that are described below. YPH's plants are owned
by the Company, some of them located on land that is owned by the Company, while others are situated on leased land. The new plant in
Zhangjiagang which is leased by the company, manufactures products for the Food industry according to the geographical expansion strategy.
| • |
Australia: ICL’s leased facility in Heatherton, Australia,
is a manufacturing site dedicated to blending food phosphate products. |
ICL
Group Limited 161
Principal
Properties
The
following table sets forth certain additional information regarding ICL’s principal properties as of December 31, 2025:
|
Property Type
|
Location
|
Size
(square feet) |
Products
|
Owned/Leased
|
|
Plant |
Mishor Rotem, Israel |
27,094,510 |
Phosphate Solutions products |
Owned on leased land |
|
Plant |
Mishor Rotem, Israel |
10,763,910 |
Industrial Products products |
Owned on leased land |
|
Plant |
Mishor Rotem, Israel |
430,355 |
Phosphate Solutions products |
Owned on leased land |
|
Plant |
Neot Hovav, Israel |
9,601,591 |
Industrial Products products |
Owned on leased land |
|
Plant |
Zin, Israel |
8,484,123 |
Phosphate Solutions products |
Owned on leased land (on a lease extension
process) |
|
Plant |
Kiryat Ata, Israel |
6,888,903 |
Growing Solutions products |
Leased |
|
Plant |
Oron, Israel |
4,413,348 (not including phosphate reserve)
|
Phosphate Solutions products |
Owned on leased land (on a lease extension
process) |
|
Evaportation ponds |
Sodom, Israel |
1,603,823 |
Salt and carnallite ponds for the Potash segment
|
Lease rights |
|
Plant |
Sodom, Israel |
13,099,679 |
Potash products (not including ponds and Magnesium
plant) |
Owned on leased land |
|
Plant |
Sodom, Israel |
4,088,800 |
Magnesium products (Potash segment)
|
Owned on leased land |
|
Plant |
Sodom, Israel |
2,326,060 |
Industrial Products products |
Owned on leased land |
|
Conveyor belt |
Sodom, Israel |
1,970,333 |
Transportation facility for Potash |
Owned on leased land |
|
Pumping stations |
Sodom, Israel |
1,180,496 |
Pumping station for the Potash segment
|
Owned on leased land |
|
Plant |
Sodom, Israel |
667,362 |
Industrial Products products |
Owned on leased land |
|
Feeding canal |
Sodom, Israel |
5,974,980 |
Part of the pumping system for the Potash
segment |
Owned on leased land |
|
Power plant |
Sodom, Israel |
645,856 |
Power and steam production for the Potash
segment |
Owned on leased land |
|
Warehouse and loading facility |
Ashdod, Israel |
664,133 |
Warehouse for Potash and Phosphate Solutions
products |
Owned on leased land |
|
Headquarters |
Beer Sheva, Israel |
193,750 |
Company headquarters |
Leased |
|
Warehouse and loading facility |
Eilat, Israel |
152,557 |
Warehouse for Potash and Phosphate Solutions'
products |
Owned on leased land |
ICL
Group Limited 162
|
Headquarters |
Tel Aviv, Israel |
22,604 |
Company headquarters |
Leased |
|
Plant |
Catalonia, Spain |
48,491,416 |
Mines, manufacturing facilities and warehouses
for Potash segment |
Owned |
|
Port/warehouse |
Catalonia, Spain |
866,407 |
Potash and salt products |
Owned on leased land |
|
Plant |
Totana, Spain |
2,210,261 |
Growing Solutions products |
Owned |
|
Plant |
Cartagena, Spain |
209,853 |
Growing Solutions products |
Owned |
|
Warehouse and loading facility |
Cartagena, Spain |
184,342 |
Storage for Growing Solutions products
|
Leased |
|
Plant |
Grobbendonk, Belgium |
128,693 |
Growing Solutions products |
Owned |
|
Plant |
Calais, France |
546,290 |
Industrial Products' products |
Owned |
|
Plant |
Terneuzen, the Netherlands |
1,206,527 |
Industrial Products' products |
Owned |
|
Plant |
Heerlen, the Netherlands |
481,802 |
Growing Solutions products |
Owned and leased |
|
Plant |
Amsterdam, the Netherlands |
349,827 |
Growing Solutions products and logistics center
|
Owned on leased land |
|
Headquarters |
Amsterdam, the Netherlands |
59,055 |
Company headquarters in Europe |
Leased |
|
Plant |
Ludwigshafen, Germany |
2,534,319 |
Growing solutions products |
Leased |
|
Plant |
Ladenburg, Germany |
1,569,764 |
Phosphate Solutions products |
Owned |
|
Plant |
Bitterfeld, Germany |
514,031 |
Industrial Products' products |
Owned |
|
Plant |
Shandong, China |
692,045 |
Industrial Products products |
Owned on leased land |
|
Headquarters |
Shanghai, China |
7,830 |
Company headquarters |
Leased |
|
Plant |
Kunming, Yunnan, China |
1,161,593 |
Phosphate Solutions products |
Owned land |
|
Plant |
Kunming, Yunnan, China |
9,607,270 |
Phosphate Solutions products |
Leased land |
|
Pumping station |
Kunming, Yunnan, China |
36,931 |
A pumping station for Phosphate Solutions
|
Owned land |
|
Plant |
Zhangjiagang, Jiangsu Province, China
|
50,342 |
Phosphate Solutions products |
Leased |
|
Peat Moor |
Nutberry and Douglas Water, United Kingdom
|
17,760,451 |
Peat mine (Growing Solutions segment)
|
Owned |
|
Plant |
Cleveland, United Kingdom |
13,239,609 |
Polysulphate products (Growing Solutions segment)
|
Owned |
|
Warehouse and loading facility |
Cleveland, United Kingdom |
2,357,296 |
Polysulphate products (Growing Solutions segment)
|
Owned on leased land |
ICL
Group Limited 163
|
Peat Moor |
Creca, United Kingdom |
4,305,564 |
Peat mine (Growing Solutions segment)
|
Owned |
|
Plant |
Nutberry, United Kingdom |
322,917 |
Growing Solutions products |
Owned |
|
Plant |
Daventry, United Kingdom |
81,539 |
Growing Solutions products |
Owned and leased |
|
Plant & warehouse |
Lawford Heath, Rugby |
45,000 |
Growing Solutions products |
Leased |
|
Plant |
Gallipolis Ferry, West Virginia, United States
|
1,742,400 |
Industrial Products' products |
Owned |
|
Plant |
Lawrence, Kansas, United States |
179,689 |
Phosphate Solutions products |
Owned |
|
Plant |
Carondelet, Missouri, United States
|
190,095 |
Phosphate Solutions products |
Owned |
|
Plant |
North Charleston, South Carolina, United States
|
100,000 |
Growing Solutions products |
Leased |
|
Plant |
Fresno, California, United States |
92,000 |
Growing Solutions products |
Owned |
|
Headquarters |
St. Louis, Missouri, United States
|
35,217 |
US Company headquarters |
Leased |
|
Plant |
Adel, Georgia, United States |
45,000 |
Growing Solutions products |
Leased |
|
Plant |
Cajati, Brazil |
413,959 |
Phosphate Solutions products |
Owned |
|
Plant |
Sao Jose dos Campos, Brazil |
Phosphate plant: 137,573 Blending plant: 80,729
|
Phosphate Solutions products |
Owned on leased land (free of charge)
|
|
Plant |
Brazil Cidade Ocidental |
8,275 |
Growing Solutions products |
Owned |
|
Plant |
Brazil Cruz Alta |
7,499 |
Growing Solutions products |
Owned |
|
Plant |
Brazil Jacarei I |
879,248 |
Growing Solutions products |
Owned |
|
Plant |
Brazil Jacarei II |
967,987 |
Growing Solutions products |
Leased |
|
Plant |
Brazil Maua |
968,751 |
Growing Solutions products |
Owned |
|
Plant |
Brazil Suzano I |
3,349,186 |
Growing Solutions products |
Owned |
|
Plant |
Brazil Suzano II |
637,001 |
Growing Solutions products |
Owned |
|
Plant |
City of Cascavel, State of Parana - Brazil
|
2,111 |
Growing Solutions products |
Owned |
|
Plant |
Brazil Uberlandia |
263,716 |
Growing Solutions products |
Owned |
|
Plant |
Heatherton, Australia |
64,583 |
Phosphate Solutions products |
Leased |
ICL
Group Limited 164
Mineral
Extraction and Mining Operations
Information
included in this section relates to the mineral extraction and mining operations of ICL for fiscal years 2025, 2024 and 2023. This information
was prepared based on, and in some instances is an extract from, the technical report summaries filed for each of our properties, including:
Boulby (UK), Cabanasses and Vilafruns (Spain), Rotem, Oron and Zin (Israel), Dead Sea Works (Israel), and Haikou (China) (each a “Technical
Report Summary”)” with effective dates of December 31, 2024. Each report was prepared for us by qualified persons from Wardell
Armstrong International Ltd (“Wardell” and/or WAI). Wardell approved and verified the scientific and technical information
included in these reports and reproduced and approved the updated Mineral Reserves and Resources information in this Annual Report for
Fiscal Years 2024 and 2023. In 2025, Wardell was incorporated into SLR Consulting Ltd (“SLR”). The scientific and technical
information relating to the updated Mineral Reserves and Resources information in this Annual Report for Fiscal Year 2025 was therefore
approved and verified by qualified persons from SLR. Portions of the following information are based on assumptions, qualifications and
procedures that are not fully described herein. See “Cautionary Note to Investors Regarding Mineral and Resource Estimates.”
Reference should be made to the full text of each Technical Report Summary, which are included as exhibits to the 2024 Annual Report.
Overview
ICL
extracts minerals and conducts mining activities at Boulby (UK), Cabanasses (Spain), Rotem (Israel), Dead Sea Works (Israel), and Haikou
(China).
Figure
1: Location of the ICL Operations
ICL
Group Limited 165
ICL’s
mining activities are dependent on concessions, authorizations and permits granted by the governments of the countries in which the mines
are located.
| • |
Rotem Amfert Negev Limited (“ICL Rotem”) is a wholly
owned subsidiary that operates three sites, Rotem, Oron and Zin. ICL Rotem has been mining phosphates in the Negev in Israel for more
than sixty years. Mining is conducted in accordance with a phosphate mining concession that covers an area of 177.8 sqkm, and which is
in effect until December 31, 2044. The concession was granted by Israel’s Ministry of Energy and Infrastructure, under the country’s
Mines Ordinance, in conjunction with mining authorizations, which are subject to the Israel Lands Authority jurisdiction. The concession
relates to quarries (phosphate rock), whereas the authorizations cover the use of land as active mining areas. The Rotem operation is
in the production stage. |
| • |
Dead Sea Works Ltd. (“ICL Dead Sea”) is a wholly
owned subsidiary that operates the Dead Sea concession which covers 652 sqkm, and which is in effect until March 31, 2030. DSW has 37
evaporation ponds for production of potash, as well as other chemical products, located on the southwest shore of the Dead Sea’s
southern basin in Israel. DSW is in the production stage. |
| • |
ICL Iberia (“ICL Iberia”) is a wholly owned subsidiary
and holds mining rights granted by the Spanish government for two underground potash mines, Cabanasses and Vilafruns, located in Catalonia
in northeast Spain. ICL Iberia owns the land on which these surface facilities are located. The Cabanasses mine is operating and has been
in production for more than fifty years, while Vilafruns was placed on care and maintenance status in June 2020 following its discontinuation.
ICL Iberia holds 126 licenses for the extraction of rock salt and potash covering 693 sqkm. Some of these licenses are valid until 2037,
while the remainder are effective through 2067. Cabanasses is in the production stage. |
| • |
Cleveland Potash Limited (“ICL Boulby”) is a wholly
owned subsidiary that operates an underground polyhalite mine, Boulby, located in the UK. ICL Boulby owns the freehold of approximately
2.41 sqkm of the mineral field, in addition to 24 onshore and 2 offshore mineral leases which cover a total area of 809.52 sqkm. Boulby
is in the production stage. |
| • |
Yunnan Phosphate Haikou (“YPH”) equally owned by
ICL and Yunnan Yuntianhua Corporation Ltd. ("YYTH"), and controlled by ICL, owns and operates the Haikou Phosphate Mine and processing
facilities in the Xishan district of China. YPH holds a phosphate mining license for the Haikou site covering 9.6 sqkm, which the Company
operates and is valid until January 2043. Haikou is in the production stage. |
For
additional information on each of ICL’s mining activities, please refer to the individual property summaries included below.
In
consideration of the concessions, ICL pays royalties and taxes to the
governments of Israel, Spain, the UK and China. Below are the royalties' amounts paid with respect to 2025, 2024 and 2023:
|
Israel
|
Out
of Israel |
Total
| |
|
Year Ended December 31,
|
$ millions
| ||
|
2025 |
67 |
8 |
75 |
|
2024 |
82 |
9 |
91 |
|
2023 |
170 |
10 |
180 |
ICL
Group Limited 166
The
aggregated production data for the properties is summarized in Table 1.
Table
1: Production Data for the Properties
|
Production
Data for ICL Boulby | |||
|
2025
|
2024
|
2023
| |
|
Polyhalite hoisted (kt) |
751
|
719 |
1,028 |
|
Total Polyhalite Production (kt) |
761
|
721 |
1,009 |
|
Potash
Production at Súria Plant, ICL Iberia | |||
|
2025
|
2024
|
2023
| |
|
Ore hoisted from Cabanasses mine (kt)
|
3,449
|
3,247 |
2,795 |
|
Head Grade % KCl |
26.0%
|
26.7% |
24.3% |
|
KCl Produced (kt) |
805
|
802 |
601 |
|
Product Grade % KCl |
95.0%
|
95.5% |
95.5% |
|
Total
Mine Production of Raw Ore at ICL Rotem | |||
|
2025
|
2024
|
2023
| |
|
Tonnes mined (kt) |
3,654
|
5,808 |
5,770 |
|
Grade (%P2O5 before / after beneficiation)
|
23%
/ 31% |
23% / 31% |
25% / 32% |
|
Product
Produced After Processing at ICL Rotem (kt) | |||
|
2025
|
2024
|
2023
| |
|
Phosphate Rock* |
2,211
|
2,375 |
2,309 |
|
Green Phosphoric Acid |
513
|
503 |
520 |
|
Fertilizers |
1,017
|
1,024 |
1,033 |
|
White Phosphoric Acid |
167
|
154 |
150 |
|
Specialty Fertilizers |
95
|
100 |
78 |
*
Figures relate to phosphate concentrate produced by the Oron and Rotem beneficiation plants for further processing at Rotem facilities.
|
DSW
Production (kt) | |||
|
2025
|
2024
|
2023
| |
|
Potash |
3,572
|
3,700 |
3,819 |
|
Compacting plant* |
1,743
|
1,764 |
1,737 |
|
Bromine |
156
|
190 |
143 |
|
Cast Mg |
18
|
17 |
17 |
*
Figures relate to granular potash produced from total potash
ICL
Group Limited 167
|
Total
Mine Production of Raw Ore at YPH | |||
|
2025
|
2024
|
2023
| |
|
Tonnes mined (kt) |
3,499
|
3,575 |
3,646 |
|
Grade (% P2O5 before/after beneficiation)
|
21%
/ 29% |
21% / 28% |
22% / 28% |
|
Product
Produced After Processing at YPH (kt) | |||
|
2025
|
2024
|
2023
| |
|
Phosphate Rock * |
2,455
|
2,715 |
2,657 |
|
Green Phosphoric Acid |
700
|
694 |
682 |
|
Fertilizers |
639
|
605 |
609 |
|
White Phosphoric Acid |
133
|
124 |
95 |
|
Specialty Fertilizers |
175
|
152 |
113 |
*
Figures relate to phosphate concentrate produced by the flotation and scrubbing plants for further processing at the 3C chemical plant.
ICL
Group Limited 168
Aggregated
estimated Mineral Resources for the properties is summarized in Table 2.
Table
2: Estimated Mineral Resources as of December 31, 2025
|
Measured
Mineral Resources |
Indicated
Mineral Resources |
Measured
+ Indicated Mineral Resources |
Inferred
Mineral Resources | |||||||||||||
|
Tonnes
(Mt)
|
Grades
|
Contained
Mineral (Mt) |
Contained
Mineral Attributable to ICL (Mt) |
Tonnes
(Mt)
|
Grades
|
Contained
Mineral (Mt) |
Contained
Mineral Attributable to ICL (Mt) |
Tonnes
(Mt)
|
Grades
|
Contained
Mineral (Mt) |
Contained
Mineral Attributable to ICL (Mt) |
Tonnes
(Mt)
|
Grades
|
Contained
Mineral (Mt) |
Contained
Mineral Attributable to ICL (Mt) | |
|
Commodity: K2O |
||||||||||||||||
|
United Kingdom |
- |
- |
- |
- |
45.8 |
13.7% |
6.3 |
6.3 |
45.8 |
13.7% |
6.3 |
6.3 |
20.8 |
13.9% |
2.9 |
2.9 |
|
Boulby |
-
|
-
|
-
|
-
|
45.8
|
13.7%
|
6.3
|
6.3
|
45.8
|
13.7%
|
6.3
|
6.3
|
20.8
|
13.9%
|
2.9
|
2.9
|
|
Total |
-
|
-
|
-
|
-
|
45.8
|
13.7%
|
6.3
|
6.3
|
45.8
|
13.7%
|
6.3
|
6.3
|
20.8
|
13.9%
|
2.9
|
2.9
|
|
Commodity: KCl |
||||||||||||||||
|
Spain |
113.5 |
26.2% |
29.7 |
29.7 |
76.8 |
25.6% |
19.7 |
19.7 |
190.3 |
25.9% |
49.4 |
49.4 |
271.9 |
27.6% |
75.0 |
75.0 |
|
Cabanasses |
100.9 |
25.6% |
25.8 |
25.8 |
67.4 |
24.7% |
16.6 |
16.6 |
168.3 |
25.2% |
42.5 |
42.5 |
241.2 |
27.4% |
66.1 |
66.1 |
|
Vilafruns |
12.6 |
31.0% |
3.9 |
3.9 |
9.4 |
32.1% |
3.0 |
3.0 |
22.0 |
31.5% |
6.9 |
6.9 |
30.7 |
28.9% |
8.9 |
8.9 |
|
- |
||||||||||||||||
|
Israel |
294.4 |
20.7% |
60.9 |
60.9 |
1,642.1 |
21.1% |
346.5 |
346.5 |
1,936.5 |
21.0% |
407.4 |
407.4 |
462.4 |
21.2% |
98.0 |
98.0 |
|
DSW |
294.4
|
20.7%
|
60.9
|
60.9
|
1,642.1
|
21.1%
|
346.5
|
346.5
|
1,936.5
|
21.0%
|
407.4
|
407.4
|
462.4
|
21.2%
|
98.0
|
98.0
|
|
Total |
407.9
|
22.2%
|
90.7
|
90.7
|
1,718.9
|
21.3%
|
366.1
|
366.1
|
2,126.8
|
21.4%
|
456.8
|
456.8
|
734.3
|
23.6%
|
173.0
|
173.0
|
|
Commodity: P2O5 |
||||||||||||||||
|
Israel |
168.0 |
26.5% |
44.6 |
44.6 |
- |
- |
- |
- |
168.0 |
26.5% |
44.6 |
44.6 |
- |
- |
- |
- |
|
Rotem |
78.0 |
28.7% |
22.4 |
22.4 |
- |
- |
- |
- |
78.0 |
28.7% |
22.4 |
22.4 |
- |
- |
- |
- |
|
Zin |
46.1 |
25.3% |
11.7 |
11.7 |
- |
- |
- |
- |
46.1 |
25.3% |
11.7 |
11.7 |
- |
- |
- |
- |
|
Oron |
43.9 |
24.0% |
10.5 |
10.5 |
- |
- |
- |
- |
43.9 |
24.0% |
10.5 |
10.5 |
- |
- |
- |
- |
|
China |
3.0 |
22.3% |
0.7 |
0.3 |
2.3 |
24.0% |
0.6 |
0.3 |
5.3 |
23.0% |
1.2 |
0.6 |
0.2 |
20.0% |
0.0 |
0.0 |
|
Haikou |
3.0
|
22.3%
|
0.7
|
0.3
|
2.3
|
24.0%
|
0.6
|
0.3
|
5.3
|
23.0%
|
1.2
|
0.6
|
0.2
|
20.0%
|
0.0
|
0.0
|
|
Total |
171.0
|
26.5%
|
45.3
|
44.9
|
2.3
|
24.0%
|
0.6
|
0.3
|
173.3
|
26.5%
|
45.8
|
45.2
|
0.2
|
20.0%
|
0.0
|
0.0
|
ICL
Group Limited 169
| (1) |
Classification of Mineral Resources is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
The point of reference for the Mineral Resources for Boulby,
Cabanasses, Vilafruns, Rotem, Oron, Zin and Haikou is in-situ. The point of reference for Mineral Resources for DSW is contained within
the carnallite ponds following pumping from the northern Dead Sea basin. Mineral Resources are reported exclusive of Mineral Reserves.
|
| (3) |
Mineral Resources for Boulby, Cabanasses, Vilafruns, Rotem, Oron,
Zin and DSW are reported on a 100% basis. For the Haikou mine, YPH is a consolidated subsidiary of the Company. The reported tonnages
and grades are on a 100% basis. The contained P2O5
attributable to ICL reflects the Company’s 50% interest. YPH is consolidated into ICL’s financial statements, YYTH owns a
50% minority interest in YPH. |
| (4) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (5) |
Mineral Resources are estimated using: |
| a. |
Boulby - a three-year average product price of $204/t FOB.
|
| b. |
Cabanasses and Vilafruns - a medium-long term potash price of
$373/t FOB. |
| c. |
DSW - a medium-long term potash price of $320/t FOB. |
| d. |
Rotem, Oron and Zin - an average of the previous three years’
prices of $1,177/t FOB for acid products and $441/t FOB for fertilizer products. |
| e. |
Haikou - an average of the previous three years’ prices
of $675/t FOB for acid products and $459/t FOB for fertilizer products. |
The
price environment of the above-mentioned products has experienced significant volatility in recent years, which may recur in the future.
ICL
Group Limited 170
Aggregated
estimated Mineral Reserves for the properties is summarized in Table 3.
Table
3: Estimated Mineral Reserves as of December 31, 2025
|
Proven
Reserves |
Probable
Reserves |
Total
Reserves | ||||||||||
|
Tonnes
(Mt)
|
Grades
|
Contained
Mineral (Mt) |
Contained
Mineral Attributable to ICL (Mt) |
Tonnes
(Mt)
|
Grades
|
Contained
Mineral (Mt) |
Contained
Mineral Attributable to ICL (Mt) |
Tonnes
(Mt)
|
Grades
|
Contained
Mineral (Mt) |
Contained
Mineral Attributable to ICL (Mt) | |
|
Commodity: K2O |
||||||||||||
|
United Kingdom |
- |
- |
- |
- |
8.6 |
13.9% |
1.2 |
1.2 |
8.6 |
13.9% |
1.2 |
1.2 |
|
ICL Boulby |
-
|
-
|
-
|
-
|
8.6
|
13.9%
|
1.2
|
1.2
|
8.6
|
13.9%
|
1.2
|
1.2
|
|
Total |
-
|
-
|
-
|
-
|
8.6
|
13.9%
|
1.2
|
1.2
|
8.6
|
13.9%
|
1.2
|
1.2
|
|
Commodity: KCl |
||||||||||||
|
Spain |
38.5 |
24.5% |
9.4 |
9.4 |
55.0 |
25.8% |
14.2 |
14.2 |
93.5 |
25.3% |
23.6 |
23.6 |
|
Cabanasses |
38.5 |
24.5% |
9.4 |
9.4 |
55.0 |
25.8% |
14.2 |
14.2 |
93.5 |
25.3% |
23.6 |
23.6 |
|
Vilafruns |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
Israel |
97.7 |
20.5% |
20.0 |
20.0 |
- |
- |
- |
- |
97.7 |
20.5% |
20.0 |
20.0 |
|
DSW |
97.7
|
20.5%
|
20.0
|
20.0
|
-
|
-
|
-
|
-
|
97.7
|
20.5%
|
20.0
|
20.0
|
|
Total |
136.2
|
21.6%
|
29.5
|
29.5
|
55.0
|
25.8%
|
14.2
|
14.2
|
191.2
|
22.8%
|
43.7
|
43.7
|
|
Commodity: P2O5 |
||||||||||||
|
Israel |
74.4 |
24.9% |
18.5 |
18.5 |
- |
- |
- |
- |
74.4 |
24.9% |
18.5 |
18.5 |
|
Rotem |
12.5 |
29.5% |
3.7 |
3.7 |
- |
- |
- |
- |
12.5 |
29.5% |
3.7 |
3.7 |
|
Zin |
3.0 |
26.0% |
0.8 |
0.8 |
- |
- |
- |
- |
3.0 |
26.0% |
0.8 |
0.8 |
|
Oron |
58.9 |
23.9% |
14.1 |
14.1 |
- |
- |
- |
- |
58.9 |
23.9% |
14.1 |
14.1 |
|
China |
40.5 |
21.6% |
8.7 |
4.4 |
- |
- |
- |
- |
40.5 |
21.6% |
8.7 |
4.4 |
|
Haikou |
40.5
|
21.6%
|
8.7
|
4.4
|
-
|
-
|
-
|
-
|
40.5
|
21.6%
|
8.7
|
4.4
|
|
Total |
114.9
|
23.8%
|
27.3
|
22.9
|
-
|
-
|
-
|
-
|
114.9
|
23.8%
|
27.3
|
22.9
|
ICL
Group Limited 171
| (1) |
Classification of Mineral Reserves is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
The point of reference for Mineral Reserves for Boulby, Cabanasses
and DSW is defined as the point where ore is delivered to the processing plants. The point of reference for Mineral Reserves for Rotem,
Oron and Haikou is defined as the point where ore is delivered to the beneficiation plants. The point of reference for the Mineral Reserves
for Zin is defined as the point where ore is delivered to the mobile crusher. |
| (3) |
Mineral Reserves for Boulby, Cabanasses, Vilafruns, Rotem, Oron
and Zin are reported on a 100% basis. For Haikou, YPH is a consolidated subsidiary of the Company. The reported tonnages and grades are
on a 100% basis. The contained P2O5
attributable to ICL reflects the Company’s 50% interest. While YPH is consolidated into ICL’s financial statements, YYTH owns
a 50% minority interest in YPH. |
| (4) |
Mineral Reserves are estimated using: |
| a. |
Boulby - a three-year average product price of $204/t FOB.
|
| b. |
Cabanasses and Vilafruns - a medium-long term potash price of
$350/t FOB. |
| c. |
DSW - a three-year average product price of $296/t FOB.
|
| d. |
Rotem and Oron - an average of the previous three years’
prices of $1,177/t FOB for acid products and $441 /t FOB for fertilizer products. |
| e. |
Zin – a three-year average product price of $112/t FOB
for crushed phosphate rock. |
| f. |
Haikou - an average of the previous three years’ prices
of $675/t FOB for acid products and $459/t FOB for fertilizer products. |
The
price environment of the above-mentioned products has experienced significant volatility in recent years, which may recur in the future.
Internal
Controls
Quality
assurance at ICL Boulby, ICL Iberia, ICL Rotem, ICL Dead Sea and YPH, involves the use of standard practice procedures for sample collection
and includes oversight by experienced technical staff during data collection, management, and interpretation. Certain quality control
measures for sample analysis include in-stream sample submittal of standard reference material, blank material, and field duplicate sampling.
For data verification, staff members observed drill hole locations and orientations, inspected drill cores, and compared to logs and analytical
results, observed core intake, visited outcrops, and discussed with on-site geologists, including review of working maps and cross-sections.
In addition, ongoing reconciliation is conducted between resource estimates and production data. Notwithstanding the above, inherent risks
in quality control include potential mislabeling of samples and sample contamination, among others, but the Company maintains a close
and diligent monitoring program of all quality control measures for the collection of both exploration and production data with results
deemed suitable for use in the subsequent estimation of Mineral Resources and Mineral Reserves.
ICL
Group Limited 172
ICL
Boulby
Overview
ICL’s
mining operations in the UK are conducted by its wholly owned subsidiary, Cleveland Potash Limited (ICL Boulby). ICL Boulby is an underground
polyhalite mine on the coastline of northeast England, approximately 340 kilometers north of London and approximately 34 kilometers to
the southeast of the town of Middlesbrough.
The
mine site and shafts are approximately centered at a latitude and longitude of 54°33'05.4"N and 0°49'32.5"W. The ICL Boulby
mine site has a long history of production dating back to 1969 and the mine owns a private rail line spur that connects it with the deep-water
port facilities at Teesport in Middlesbrough. ICL Boulby’s mining operations are mainly conducted under the North Sea at depths
greater than 1,000 meters below the surface. The operations are currently conducted as far as 8 kilometers offshore, subject to mining
leases and mineral extraction licenses described below, while the mineral processing operations are conducted primarily on the surface
on land owned by ICL.
Figure
2: Location of the ICL Boulby Mine (United Kingdom)
ICL
Group Limited 173
Mining
Concessions and Lease Agreements
ICL
Boulby owns the freehold of approximately 2.41 sqkm of the mines and mineral fields in and around the mine head. These freehold mineral
fields are in the process of being registered at the Land Registry. Additional mineral fields are held on a leasehold basis, including
24 onshore and 2 offshore mineral leases, covering a total area of 809.52 sqkm. As part of an ongoing reduction of nonessential leases,
one mineral lease was intentionally relinquished during 2025. Rents and royalties are paid bi-annually (January and July), and the Retail
Price Index (RPI) is applied every three years. The next RPI rate will be applied on January 1, 2027, in accordance with the agreements.
ICL
Boulby, ICL's subsidiary in the UK, holds onshore and offshore mineral leases and licenses that allow for the extraction of various minerals,
along with numerous easements and rights of way from private landowners. The offshore mineral field is leased from The Crown Estate on
a production royalty basis and includes provisions for the exploration and exploitation of all targeted and known polyhalite and salt
mineral resources of interest to ICL Boulby.
ICL
Boulby has been actively engaged in negotiations with the private property owners and in 2025 secured the renewal of two existing lease
agreements.
The
renewal of the remaining nine leases has been referred to the High Court of Justice in London for a decision regarding the applicable
calculation mechanism for the lease fees payable. The Company estimates that the proceedings will be concluded in the first half of 2026.
In addition to the leases subject to court proceedings, ICL Boulby also holds 15 active leases with expiration dates ranging from 2026
to 2073.
Historically,
lease renewals have not posed significant challenges. ICL Boulby believes that all land and mineral leases will be renewed as required
and expects to obtain all necessary government approvals and permits for the continued exploitation of all targeted mineral resources.
In
2022, the North York Moor National Planning Authorities (hereinafter - NYMNPA) granted planning permission for the extraction of polyhalite
and salt through 2048. As part of the approval, ICL Boulby was required to submit management plans for NYMNPA's approval. As of the reporting
date, all required plans are completed and approved.
For
further information regarding the concessions in the UK including royalties, mineral leases and licenses, and other matters, see Note
18 to the Audited Financial Statements and “Item 3 - Key Information— D. Risk Factors”.
Operations
In
1968, Cleveland Potash Ltd, a newly formed company jointly owned by Imperial Chemical Industries plc (50%), Charter Consolidated Ltd (37.5%)
and Anglo-American plc (12.5%), received outline planning permission to construct what became the Boulby mine. Ownership was then transferred
to Anglo American plc, who became the sole operator. Following an asset swap, Cleveland Potash Ltd was transferred to Minorco SA (a majority
owned subsidiary of Anglo-American plc). Anglo American plc, through Minorco SA remained the operator until ownership was transferred
to ICL in 2002.
ICL
Group Limited 174
ICL
Boulby’s mining operations are situated close to the western limits of the polyhalite, potash and salt deposition in the Zechstein
Basin extending inland in the UK and below the North Sea into Germany. The polyhalite seam is of the Permian Evaporite Series and is overlain
by some 800 meters to 1,300 meters of younger sedimentary rocks. The polyhalite seam comprises two zones: a western zone (Zone 1), access
to which was established in 2010 from one of the mine's main salt roadways, which is the current focus of mining operations, and an eastern
zone (Zone 2). The polyhalite seam within the main mining areas of Zone 1 averages around 15 meters in thickness. Zone 2 is under technical
review and planned operations in Zone 2 can, over time, augment and eventually supplant Zone 1.
The
ICL Boulby mine is accessed by two vertical shafts. One shaft hoists polyhalite and salt and the other provides man-riding and service
access. Mining is conducted using a modified room and pillar method which is reviewed annually to ensure optimal efficiency and effectiveness.
Mining is completed in two stages. The first is an advance/development stage in which two parallel roadways are excavated 27m apart and
with a maximum width and height of 9 meters and 4 meters, respectively. The second stage involves mining on retreat in which additional
tonnes are mined (“milled”) from the floor of the advance roadways (producing a final roadway height of 5 to 7 meters), and
from “stubs” mined into the sidewalls of the roadways.
Minerals
(polyhalite and salt) are cut by continuous miner machines and loaded at the working face into shuttle cars. The shuttle cars transport
the minerals to a feeder breaker for loading onto the mine's conveyor belt system, where it is transported to the hoisting shaft. The
minerals are then batch hoisted to the surface. Mining equipment is electrically powered, whilst support/ancillary equipment is primarily
diesel powered.
Polyhalite
hoisted to the surface is conveyed to the mineral processing facilities. Standard and granular Polysulphate® products are produced
using simple crushing and screening processes. In 2025, a total of 761 thousand tonnes of Polysulphate® were produced, which includes
Poly Standard for PotashpluS®. Research which is supported by production trials is currently ongoing and includes (but not limited
to) compaction, granulation and blending of polyhalite. We anticipate this research will enable us to deliver new high value fertilizer
products into the market.
In
addition, a compaction plant produces PotashpluS®, a 50:50 blend of Poly Standard and Standard Potash (SMOP). Potash used in PotashpluS®
is imported from ICL's operations in Spain (Cabanasses) and Israel (Dead Sea Works). In 2025, a total of 143 thousand tonnes of PotashpluS®
were produced.
The
Company also sells salt for de-icing purposes. In 2025, a total of 284 thousand tonnes of salt were sold.
The
mine uses water sourced from a combination of mains-supplied fresh water (from local utilities) approved for industrial use from state
authorities, mine brine which is pumped from various inflows to storage lagoons in the mine workings, and sea water. The mine has a stable
supply of electricity from the national grid.
ICL
Group Limited 175
Production
The
following table sets forth the amount of total mine production of polyhalite at the Company’s mine in ICL Boulby supplied to the
beneficiation plants, for the three years ended December 31, 2025, 2024 and 2023:
|
2025
|
2024
|
2023
|
|
Polyhalite hoisted (kt) |
751
|
719 |
1,028 |
|
Total Polyhalite Production (kt) |
761
|
721 |
1,009 |
In
2024 and 2025, polyhalite hoisted tonnes were reduced to allow increased salt hoisting, as a result of increased demand for salt sales.
Property
Value
As
of December 31, 2025, the overall book value of the property, plant and equipment of ICL Boulby amounted to about $129 million. The Boulby
mine uses modern mining, processing and transportation equipment and facilities which are maintained at a good standard.
Mineral
Resource Estimate
The
Company believes there are sizable resources in ICL Boulby's mine for the purpose of continued production of Polysulphate® and PotashpluS®.
Exploration by ICL Boulby is continuously on-going and includes underground exploration drilling and face sampling to provide lithology
and assay information to update the Mineral Resource model. From January 1, 2025 to October 20, 2025 a total of 51 exploration drillholes
for 12,076 meters were completed. All of the holes were sampled and assay results from 570 samples have been received from the laboratory.
From January 1, 2025 to October 20, 2025, a total of 834 face samples were collected and assayed and 4,012 probe hole gamma readings were
obtained from 637 probe holes. The planned additional exploration by ICL Boulby until the end of the fiscal year is not expected to materially
change the Mineral Resource estimate. Grade control drilling is also undertaken and is used to provide information on the location of
the boundaries of the polyhalite seam.
Mineral
Resource estimation utilizes assay results from underground exploration drillholes and face sampling. Grade control drilling is used to
aid the geological modeling of the polyhalite seam. The data is considered appropriate for use in Mineral Resource estimation and is supported
by robust quality assurance/quality control (QA/QC) procedures.
Exploration
data was used to generate top and base of seam surfaces for polyhalite domains and footwall, hanging wall and mid seam waste units using
semi-implicit modeling. Surfaces were combined to create solid volumes that formed the constraints of a sub-domained block model that
acted as the basis of the Mineral Resource estimate. The P2 and P3 polyhalite seams were further sub-domained into halitic, anhydritic
and high-grade zones based on assessment of ratios of polyhalite to anhydrite, polyhalite to halite and anhydrite to halite in the exploration
samples. A separate sub-domain, Poly East, was created with polyhalite split into high- and low-grade subdomains for a total of eight
sub-domains to control sample selection and grade estimation. Variograms were generated on a subdomain basis (High Grade, Anhydritic,
Halitic) after assessment for grade capping and optimization of estimation parameters. Orientation of search ellipses during grade estimation
was controlled by dynamic anisotropy after assessment of local variation of seam dip.
ICL
Group Limited 176
Grade
estimation was carried out for K, Ca, Mg, Na, Cl and SO4.
Estimation of the P2 and P3 polyhalite domains used ordinary kriging for K, Ca, Na and Cl while Anisotropic Inverse Distance Weighted
(Squared) was used for Mg, SO4.
All
grade estimation in the Poly East domain was by Anisotropic Inverse Distance Weighted (Squared) due to the limited and unevenly spaced
data in this area. Estimated grades were validated by visual, statistical, and graphical means on a global and local basis prior to tabulation
of the Mineral Resource estimates. Reconciliation data indicates that the resource model performs well when compared to annual plant production
data.
Mineral
Resources were classified based on geostatistical criteria, consideration of grade variability and continuity, variogram ranges, knowledge
of paleo topography and the effects of geological structure on seam continuity. Classification was initially defined using perimeters,
the extents of which were based on variogram distances. Either the full variogram range or half the variogram range was used depending
on the level of confidence in grade and seam continuity. Classification was then refined using geostatistical criteria including standard
error of kriged values, kriging variance and efficiency and slope of regression) and other criteria including average sample distance
to the estimation point, drillhole and surveys spacings, evidence of geological continuity based on mining experience, and data representativeness
and quality. No Measured Mineral Resources were classified primarily due to a lack of closely spaced drillholes (needed to predict variation
in salt content, polyhalite grade and seam position on a production panel basis). Assessment for the classification of Indicated Mineral
Resources considered the parameters described above. Where grade estimation was not carried out by ordinary kriging (Poly-East domain),
Indicated Mineral Resources were generally defined within 100m drillhole spacings with a small area defined up to 150m spacing in the
N25E area after consideration of confidence in geological and grade continuity. Remaining areas were classified as Inferred Mineral Resources
and included areas in which the seam position or grade were deemed difficult to predict.
Mineral
Resources consist of a 4- to 7-meter-thick horizon optimized for grade (% K2O)
while ensuring mining operations are matched to achievable gradients for excavation. Mineral Resources and Mineral Reserves are reported
using a cut-off grade of 12.0% K2O, which reflects the current
ability to blend, homogenize and upgrade material as part of mine sequencing and processing. K2O
is an equivalent value calculated from the estimated K based on atomic mass and ratio of K in the compound K2O.
The factor used is K2O = K x 1.2046. Polyhalite, halite
and anhydrite are theoretical values calculated from the elemental analysis under the assumption that all elemental K is contained within
polyhalite.
ICL
Group Limited 177
ICL
Boulby – Summary of Polyhalite Mineral Resources at the end of the fiscal year ended December 31, 2025.
|
Amount
(Mt) |
Grades/Qualities
(K2O) |
Cut-off
grades (K2O) |
Metallurgical
recovery (K2O) |
|
Measured mineral resources |
- |
- |
12% |
100% |
|
Indicated mineral resources |
45.8
|
13.7% |
||
|
Measured + Indicated mineral
resources |
45.8
|
13.7% |
||
|
Inferred mineral resources |
20.8 |
13.9% |
| (1) |
Classification of Mineral Resources is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
Mineral Resources were estimated by ICL Boulby and reviewed and
accepted by SLR. |
| (3) |
The point of reference for the Mineral Resources is in-situ.
Mineral Resources are reported exclusive of Mineral Reserves |
| (4) |
Mineral Resources are 100% attributable to ICL Boulby.
|
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (6) |
Mineral Resources are estimated using a regression equation derived
from elemental analysis and density measurements. An average dry density of 2.74 g/cm3 has been estimated for the reported Mineral Resources.
|
| (7) |
Mineral Resources are estimated using a three-year average product
price of $204/t FOB, which includes a range of products, and an exchange rate of £0.78 per dollar. |
As
of December 31, 2025, ICL Boulby had 66.6 Mt of Mineral Resources compared to 51.3 Mt as of December 31, 2024, an increase of 15.3 Mt
mainly due to ongoing exploration in 2025, partially offset by a conversion of resources to reserves. The Mineral Resources Estimate for
ICL Boulby is based on factors related to geological and grade models and the prospects of economic extraction. For further discussion
of the material assumptions relied upon, please refer to Section 11 of the Technical Report Summary filed as Exhibit 15.2 to the 2024
Annual Report.
ICL
Group Limited 178
Mineral
Reserve Estimate
The
Probable Mineral Reserves are declared only for the Boulby Zone 1 area. The Mineral Reserve estimate has been derived from Indicated Mineral
Resources included within the life of mine plan which have converted to Probable Mineral Reserves by applying Modifying Factors.
ICL
Boulby – Summary of Polyhalite Mineral Reserves at the end of the fiscal year ended December 31, 2025.
|
Amount
(Mt) |
Grades/Qualities
(K2O) |
Cut-off
grades (K2O) |
Metallurgical
recovery (K2O) |
|
Proven mineral reserves |
- |
- |
12% |
100% |
|
Probable mineral reserves |
8.6
|
13.9% |
||
|
Total mineral reserves
|
8.6
|
13.9% |
| (1) |
Classification of Mineral Reserves is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
Mineral Reserves were estimated by ICL Boulby and reviewed and
accepted by SLR. |
| (3) |
The point of reference for the Mineral Reserves is defined at
the point where ore is delivered to the processing plant. |
| (4) |
Mineral Reserves are 100% attributable to ICL Boulby. |
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding |
| (6) |
A minimum mining height of 5m was used. |
| (7) |
Mineral Reserves are estimated using a three-year average product
price of $204/t FOB, which includes a range of products, and an exchange rate of £0.78 per dollar. |
As
of December 31, 2025, ICL Boulby had 8.6 Mt of polyhalite Mineral Reserves compared to 7.4 Mt as of December 31, 2024, an increase of
1.2 Mt mainly due to a conversion of resources to reserves, partially offset by our continuing mining operations.
Based
on Mineral Reserves of 8.6 million tonnes, the life of mine schedule for ICL Boulby runs from 2026 to 2035 (inclusive). Further work based
on the current Mineral Resource of 66.6 Mt is expected to extend the life of mine.
The
Mineral Reserve Estimate for ICL Boulby may be impacted by additional exploration that could alter the geological database and model of
mineralization. Material assumptions regarding the technical parameter analysis, forecasted product prices, production costs, permitting
decisions, or other factors may positively or negatively affect the reserves estimates. For further discussion of the material assumptions
relied upon, please refer to Section 12 of the Technical Report Summary filed as Exhibit 15.2 to the 2024 Annual Report.
ICL
Group Limited 179
Logistics
The
Boulby mine is connected to the national road network and has easy access to train transportation routes. Pursuant to agreements with
the North York Moors National Park Authority, the total transport movements by means of the network of roads to and from site to site
are limited to a maximum of 150 thousand tonnes per year and a maximum of 66 trucks per day (no road movements are allowed on Sundays
or public holidays). This limitation does not interfere with the future production of ICL Boulby considering its commitment to maintain
the rail link to Teeside. ICL Boulby is in full compliance with all the requirements.
The
rail load-out products are transported on an ICL Boulby-owned rail line which extends approximately eight kilometers from the mine entrance
to a junction with the national rail network, and from there the products continue to Teesport, Middlesbrough, via the Network Rail Company,
the owner and operator of the main rail line.
Up
to eight trains per day transport Polysulphate®, PotashpluS and rock salt to Teeside. Most of the Polysulphate® output is used
as a component of agricultural fertilizers, where volumes are exported by sea from the Teesport seaport to customers overseas and in the
UK.
Rock
salt is taken by train to Teeside and transported overseas by ship or directly by trucks to local UK authorities for de-icing roads.
ICL
Boulby leases and operates three principal storage and loading facilities: the Teesdock facility, which is a terminal located at Teesport,
and two additional storage facilities that are connected to the main rail line – Cobra and Ayrton Works in Middlesbrough.
United
Kingdom Concession - Everris
A
UK subsidiary within the Growing Solutions segment (hereinafter – Everris Limited) owns peat mines in the UK (Creca, Nutberry and
Douglas Water). Peat is used as a component in the production of professional growing media. The extraction permits for Creca site are
valid until the end of 2051, and the site is currently operational. However, mining activity at the Nutberry and Douglas Water sites ceased
in 2024, following the expiration of their respective permits. Restoration activities at these sites have commenced and are currently
ongoing.
ICL
Group Limited 180
ICL
Iberia
Overview
The
Company's potash mining operations in Spain are carried out by ICL Iberia and marine transportation is performed by Trafico de Mercancias
(a wholly owned subsidiary of ICL Iberia). ICL Iberia holds mining rights for two underground potash mines, Cabanasses and Vilafruns,
located in Catalonia in northeast Spain. As part of the Company's strategic decision to concentrate its production at the Súria site
(Cabanasses mine), in June 2020 ICL Iberia consolidated its sites and potash production at the Sallent site (Vilafruns mine) was discontinued.
The Vilafruns mine has been maintained on a care and maintenance basis since June 2020. As a result, the Company operates only at the
Cabanasses mine, which is located in the town of Súria in Catalonia, Spain, approximately 12 kilometers north of the district capital
of Manresa in the Cardener river valley. The Cabanasses mine is approximately centered on the geographic coordinates: latitude 41°50’27”N
and longitude 01°45’07”E. The Vilafruns mine is approximately centered on the geographic coordinates: latitude 41°50’25”N
and longitude 01°52’39”E.
The
mines are located within the Catalan Potash Basin, a sub basin in the northeast of the Ebro Basin which extends along the southern flank
of the Pyrenees through eastern Spain. Sylvinite, consisting of a mixture of potash (sylvite or KCl) and salt of late Eocene age occurs
in two seams (Seams A and B) which are vertically separated by 3 to 6 meters and found at depths of approximately 730 to 1,000 meters
below the surface. At Cabanasses, mining of sylvinite is conducted according to a modified room and pillar method before being transported
by conveyor to the surface. Potash is then separated from salt at a processing plant located near the mine. The mine site is served by
roads/railways and is near major highways. Potash in Súria was first discovered in 1912 and its commercial development began in 1920.
ICL acquired the mines in 1998.
Figure
3: Location of Cabanasses and Vilafruns Mines (Spain)
ICL
Group Limited 181
Mining
Concessions and Lease Agreements
While
ICL Iberia owns the land on which surface facilities are located, ICL Iberia conducts its mining activities in Spain pursuant to concessions
granted to it by the Spanish government which owns all the underground mining rights. ICL Iberia was granted mining rights under Spanish
government legislation enacted in 1973, along with its accompanying regulations. Pursuant to the special mining regulations, ICL Iberia
received individual licenses for each of the 126 different sites relevant to its current and future mining operations. Some of these licenses
are valid until 2037, while the remainder are effective through 2067. Although the lease for the "Reserva Catalana", an additional site
where mining did not commence, formally expired in 2012, according to the Spanish authorities, the aforementioned lease agreement remains
valid until a final decision is made regarding the renewal. ICL Iberia currently has no intention of using the “Reserva Catalana”
zone in the short to medium-term.
A
total of 126 concessions for the extraction of rock salt and potash awarded to ICL Iberia cover the Cabanasses and Vilafruns operations
covering an area of 42,489 hectares (425sqkm) in the province of Barcelona, and 26,809 hectares (268sqkm) in the province of Lerida. As
required by law, the concessions are to be renewed prior to their expiration date. As part of a renewal process, the Company is required
to prepare and present a basic technical report describing the intended use of the mines. If a concession expires, a bidding process will
be initiated. ICL Iberia applies in advance for the renewal of mining concessions and, to date, has experienced no difficulties in renewing
them.
For
further information, see Note 18 to the Audited Financial Statements.
Operations
The
ICL Iberia mines have a long history of operations with commercial development commencing in Súria in 1929 and continuing under various
owners. In 1986, the operations were merged into the state-owned company Súria K. In 1992, the group became Grupo Potasas and privatization
of the operations commenced. Grupo Potasas was purchased by ICL Iberia in 1998.
The
Cabanasses mine is accessible by two shafts and a decline. The potash seams are extracted underground using continuous miner machines
and transported by a series of conveyors to the Súria processing plant, located at the surface, where it is processed to separate
the potash and salt.
The
shafts are used for worker access and ventilation while mined material is transported via the decline. The mining method used to extract
the seams is a modified ‘room and pillar‘ method. The potash seams and salt horizons do not require drilling or blasting and
are mined using electric powered continuous miner machines, equipped with a moveable boom-mounted rotary cutting head. The cuttings are
collected and fed into a conveyor that discharges the mined material to the rear of the machine, where it is loaded into 25 tonne diesel-powered
haul trucks. The trucks haul the material to ore passes where it is vertically transferred to the development level below and an internal
conveyor system transports it to the decline. The five-kilometer decline is installed with a conveyor that transports the mined material
to the Súria processing plant. In 2025, a total of 3,449 thousand tonnes of ore were transported to the plant. In addition, the conveyor
is also used to batch transport some salt mined during development of the underground access tunnels within the development level.
ICL
Group Limited 182
The
mineral processing includes crushing, grinding, desliming, froth flotation, drying and compacting. There are separate warehouses for the
final standard and granular potash products. In addition, there is a vacuum salt plant that produces industrial salt (UVS), specialty
salt (SP Salt) and pure potash, and a rock salt facility that produces salt for de-icing purposes. In 2025, a total of 805 thousand tonnes
of potash were produced (including 27 thousand tonnes of pure potash). In addition, 450 thousand tonnes of industrial salt, 138 thousand
tonnes of specialty salt and 514 thousand tonnes of rock salt were also produced.
The
power utilized by the Spanish mining operations is purchased from third party electric companies and is generally produced from green
energy sources.
The
annual production capacity of the Súria processing plant is around 1.1 million tonnes of potash product. Mining operations at the
Cabanasses mine continue to ramp up to meet the processing plant capacity.
Due
to Vilafruns being placed on a care and maintenance basis in June 2020, and with the expectation that the Sallent site will be vacated,
the resources at this mine have remained static over the past six years. Vilafruns is not considered material to the Company’s business
or financial condition.
Production
The
following table sets forth the amount of the total mine production of potash at the Súria plant in ICL Iberia, for the three years
ended December 31, 2025, 2024 and 2023:
|
Potash
Production at Súria Plant, ICL Iberia | |||
|
2025
|
2024
|
2023
| |
|
Ore hoisted from Cabanasses mine (kt)
|
3,449
|
3,247 |
2,795 |
|
Head Grade % KCl |
26.0%
|
26.7% |
24.3% |
|
KCl Produced (kt) |
805
|
802 |
601 |
|
Product Grade % KCl |
95.0%
|
95.5% |
95.5% |
Property
Values
As
of December 31, 2025, the overall book value of the property, plant, equipment and surface installations of the Súria and Sallent
sites amounted to $616 million, and the Villafruns mine has been fully impaired.
ICL
Group Limited 183
Mineral
Resource Estimate
Mineral
Resource estimation involves the creation of a computerized geological block model using the drilling data from underground drilling campaigns
and from exploratory surface drilling. At Cabanasses, underground drilling is carried out on a regular basis. From January 1, 2025, to
October 15, 2025, a total of 84 underground exploration drillholes relating to 30,240 meters were completed and used to collect 549 samples
for assaying. The planned additional underground exploration drilling by ICL Iberia from the conclusion of this period to the end of the
fiscal year is not expected to materially change the Mineral Resource estimate. Surface drilling has been conducted at different times
over the last few decades. No surface drilling was undertaken in 2025.
The
KCI grade is interpolated into the block model using an inverse distance method (ID2). Zones that are potentially mineable are defined,
considering the thickness, the grade, and the structure of the sylvinite seams. Mineral Resource classification was established using
wireframe perimeters within the extents of the modelled mineralization. The Mineral Resource classification methodology considers the
confidence in the drillhole data, the geological interpretation, geological continuity, data spacing and orientation, spatial grade continuity
and confidence in the Mineral Resource estimation process. Areas identified as being below a cut-off grade of 10% KCl and areas of low
seam thicknesses are considered by ICL Iberia to not have economic potential and are excluded from the Mineral Resource estimate.
Measured
Mineral Resources are classified based on a drill spacing of 80m – 100m. Indicated Mineral Resources are classified based on a drill
spacing of up to 1,700m and within areas covered by seismic survey. Inferred Mineral Resources include the remaining area of the licenses
and covered by seismic survey with some limited surface drilling.
Cabanasses
– Summary of Potash Resources at the end of the fiscal year ended December 31, 2025.
|
Amount
(Mt) |
Grades/
Qualities
(KCl) |
Cut-off
grades (KCI) |
Metallurgical
recovery (KCI) |
|
Measured mineral resources |
100.9 |
25.6% |
10% |
86.5% |
|
Indicated mineral resources |
67.4
|
24.7% |
||
|
Measured + Indicated mineral
resources |
168.3
|
25.2% |
||
|
Inferred mineral resources |
241.2 |
27.4% |
| (1) |
Classification of Mineral Resources is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
Mineral Resources were estimated by ICL Iberia and reviewed and
accepted by SLR. |
| (3) |
The point of reference for Mineral Resources is in-situ. Mineral
Resources are reported exclusive of Mineral Reserves. |
| (4) |
Mineral Resources are 100% attributable to ICL Iberia.
|
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (6) |
Mineral Resources are estimated using an average dry density
of 2.1 t/m3. |
| (7) |
Mineral Resources are estimated using a medium-long term potash
price of $373/t FOB and an exchange rate of €0.88 per US dollar. |
ICL
Group Limited 184
As
of December 31, 2025, Cabanasses had 409.4 Mt of potash Mineral Resources compared to 378.1 Mt as of December 31, 2024, an increase of
8% mainly due to exploration drilling in 2025, partially offset by conversion of resources to reserves resulting from exploratory drilling
in 2025.
The
Mineral Resources estimate for Cabanasses is based on factors related to geological and grade models, as well as the prospects of economic
extraction. For further discussion of the material assumptions relied upon, please refer to Section 11 of the Technical Report Summary
filed as Exhibit 15.3 to the 2024 Annual Report.
Vilafruns
– Summary of Potash Resources at the end of the fiscal year ended December 31, 2025.
|
Amount
(Mt) |
Grades/
Qualities
(KCl) |
Cut-off
grades (KCI) |
Metallurgical
recovery (KCI) |
|
Measured mineral resources |
12.6 |
31.0% |
10% |
86.5% |
|
Indicated mineral resources |
9.4
|
32.1% |
||
|
Measured + Indicated mineral
resources |
22.0
|
31.5% |
||
|
Inferred mineral resources |
30.7 |
28.9% |
| (1) |
Classification of Mineral Resources is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
Mineral Resources were estimated by ICL Iberia and reviewed and
accepted by SLR. |
| (3) |
Mineral Resources are reported in-situ and are exclusive of Mineral
Reserves. |
| (4) |
Mineral Resources are 100% attributable to ICL Iberia.
|
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (6) |
Mineral Resources are estimated using an average dry density
of 2.1 t/m3. |
| (7) |
Mineral Resources are estimated using a medium-long term potash
price of $373/t FOB and an exchange rate of €0.88 per US dollar. |
As
of December 31, 2025, Vilafruns had 52.7 Mt of potash Mineral Resources which was unchanged from the 52.7 Mt as of December 31, 2024,
due to the Sallent site being put into care and maintenance in 2020. The Mineral Resources estimate for Vilafruns is based on factors
related to geological and grade models and the prospects of economic extraction. For further discussion of the material assumptions relied
upon, please refer to Section 11 of the Technical Report Summary filed as Exhibit 15.3 to the 2024 Annual Report.
Mineral
Reserve Estimate
Mineral
Reserve estimation used the geological block model and application of Modifying Factors based on historic data for “dilution”,
“mining recovery” and “cut-off grade” of 19% KCl etc. This data is provided to the Mine Planning Department to
spatially define the mine planning of access tunnels to all mineable blocks and then mining fleet activity scheduling to plan the life
of the mine.
The
parameters used in determining the cut-off grade take into consideration geology (continuity, structure), mining method, mining recovery,
mining dilution, plant recovery, technical feasibility, operating costs, and historical, as well as forecasted product prices. The cut-off
grade calculations are made by economists in ICL Iberia’s finance department. The calculation considers a medium-to-long-run forecast
of selling prices, costs and expected ore production.
ICL
Group Limited 185
The
Proven and Probable Reserves take into consideration the cut-off grade criteria detailed above. The mining recovery and dilution factors,
which are required in the conversion of resources to reserves take into consideration the mining method and the geological conditions
in the mine and consist of historical yield data based on 20 years of operations at the mines. The mining recovery ranges from approximately
25% to 60% by ICL Iberia’s “room and pillar” modified layout. The reserve quantity (in tonnes) and grade are quoted
as those that are expected to be delivered to the processing plant and are subject to metallurgical recovery factors. Metallurgical recovery
factors consist of historical yield data and are based on operational experience. A processing plant recovery of 86.5% is used and is
unchanged since 2022. The final product is 95% KCl to avoid quality losses.
Cabanasses
– Summary of Potash Reserves at the end of the fiscal year ended December 31, 2025.
|
Amount
(Mt) |
Grades/
Qualities
(KCl) |
Cut-off
grades (KCI) |
Metallurgical
recovery (KCI) |
|
Proven mineral reserves |
38.5 |
24.5% |
19% |
86.5% |
|
Probable mineral reserves |
55.0
|
25.8% |
||
|
Total mineral reserves
|
93.5
|
25.3% |
| (1) |
Classification of Mineral Reserves is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
Mineral Reserves were estimated by ICL Iberia and reviewed and
accepted by SLR. |
| (3) |
The point of reference for the Mineral Reserves is defined at
the point where ore is delivered to the processing plant. |
| (4) |
Mineral Reserves are 100% attributable to ICL Iberia. |
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (6) |
A minimum mining height of 5m was used. |
| (7) |
Mineral Reserves are estimated using medium-long term potash
price of $350/t FOB and an exchange rate of €0.88 per US dollar.
|
As
of December 31, 2025, Cabanasses had 93.5 Mt of potash Mineral Reserves compared to 95.3 Mt as of December 31, 2024, a net decrease of
2% mainly due to our continuing mining operations, partially offset by a conversion of resources to reserves resulting from exploratory
drilling in 2025.
Based
on Mineral Reserves of 93.5 million tonnes the life of mine schedule for Cabanasses runs from 2026 to 2046 (inclusive).
There
are no Mineral Reserves for Vilafruns as of December 31, 2025, which is unchanged since December 31, 2021, due to the discontinuation
of activity at the Sallent site and the Vilafruns mine being put into care and maintenance. For further discussion of the material assumptions
relied upon, please refer to Section 12 of the Technical Report Summary filed as Exhibit 15.3 to the 2024 Annual Report.
ICL
Group Limited 186
Logistics
ICL
Iberia transports the excavated ore by conveyor belt from the Cabanasses mine to the Súria processing plant. The final products,
potash and salt, are transported from the Súria processing plant to local customers by trucks, and via railway to Barcelona port
to the overseas markets.
A
designated railway line is used to transport potash and salt from the Súria processing plant to the Barcelona port. ICL Iberia’s
shipments are made via a terminal it owns at the port. In addition, ICL Iberia owns and maintains approximately 1.5 kilometers of standard
gauge railway at the Súria site that connects to the regional rail network. In 2025, up to four trains left daily each with a total
payload capacity of 840 tonnes, spread over up to 21 freight cars. The rail route for product transport from Súria to the terminal
in the port of Barcelona is about 80 kilometers. The train traction engine and part of the bulk freight car rolling stock is operated
by the owner and operator FGC (Ferrocarrils de la Generalitat de Catalunya).
ICL
Iberia owns and operates its own facilities at the Port of Barcelona through its wholly owned subsidiary, Tráfico de Mercancias,
S.A. (Tramer). The facilities include bulk potash and salt storage warehouses, including freight car and rail truck conveyor unloading
facilities, within an area of 80,492 square meters divided into three zones. In 2025, ICL Iberia exported around 1 million tonnes of potash
and salt products through the port.
Rotem
Amfert Israel (ICL Rotem)
Overview
ICL
Rotem, a limited liability company and wholly owned subsidiary of ICL, operates three open-pit phosphate mining sites comprising the Rotem
operation in the Negev Desert region of southern Israel, each with its own beneficiation plant. The Rotem operation includes the large-scale
sites at Oron and Rotem. In addition, in 2024, ICL resumed limited mining activities at Zin. The Rotem site is located approximately 17
kilometers to the south of the town of Arad and east of the town of Dimona, at approximately latitude 31°04’00”N and
longitude 35°11’50”E. The Oron and Zin sites lie to the southeast of the town of Yeruham. The Oron site is approximately
centered on the geographic coordinates of latitude 30°54’00”N and longitude 35°00’59”E. The Zin site
is approximately centered on the geographic coordinates: latitude 30°50’35”N and longitude 35°05’22”E.
These sites are accessible by road and rail.
Figure
4: Location of the Rotem, Oron, Zin, and DSW Properties (Israel)
Israel
has a well-established and high-quality road network, making travel and access within the country, and to ICL properties, straightforward
and efficient. The Rotem site is 150 kilometers by road from Ashdod, a Mediterranean port, via Route 258 and Highways 25 and 40. The Oron
site is located 30 kilometers southwest of Rotem and is linked to Rotem via Route 206, which joins Highway 25. The Zin site is 10 kilometers
east of Oron and is located at the end of the current rail network in the Negev desert. It is linked to Oron by Route 227 and by an internal
private haul road. All three sites of ICL Rotem are connected by rail to the port of Ashdod on the Mediterranean and by road to the port
of Eilat on the Red Sea. Exports are mainly handled via Ashdod, where ICL has its own dedicated facilities, though exports to Asia Pacific
are typically handled via Eilat.
ICL
Group Limited 187
Mining
Concessions and Lease Agreements
ICL
Rotem has been mining phosphates in the Negev in Israel for more than sixty years. The mining activities are carried out pursuant to a
phosphate mining concession granted by the Supervisor of Mines under the Mines Ordinance, as required by Israel’s Ministry of Energy.
In addition to the concession, ICL Rotem operates under authorizations issued by the Israel Lands Authority (the Authority). The concession
relates to quarries (of phosphate rock), whereas the authorizations cover the use of land as active mining areas.
On
December 29, 2024, ICL Rotem was granted a new mining concession which covers an area of 177.8 sqkm and includes the fields of Rotem,
including Hatrurim, Zafir Field, and Oron-Zin, as well as an area of approximately 0.3 sqkm to the north of Oron (“Oron North”),
for a period of 20 years, effective January 1, 2025, through December 31, 2044, provided that the mining operation continues to be on
a commercial viable basis. The concession was granted following a competitive process conducted by Israel Ministry of Energy and Infrastructure.
The Company has also been granted an exploration license for all the phosphate sites in the New Concession.
As
of the reporting date, ICL Rotem has one lease agreement in effect until 2041. In addition, the Company has two other lease agreements:
one for the Zin plant, which expired in 2024 and is currently under renewal process with the Land Authority, and another for the Oron
plant, which expired in 2017. Regarding the Oron plant, the Land Authority has agreed to renew the lease until the end of 2044, and the
parties are in the process of entering into a new lease agreement. In addition, the Land Authority has extended the current mining permit
agreement until a new agreement enters into force under the new concession.
Mining
Royalties
As
part of the terms of the concessions, in respect of mining of phosphate, ICL Rotem is required to pay the State of Israel royalties based
on a calculation as stipulated in the Israeli Mines Ordinance.
In
accordance with the Mines Ordinance (Third Addendum A), the royalty rate for production of phosphates is 5% of the value of the quarried
material.
Under
the terms of the concessions and in order to continue to hold the concession rights, ICL Rotem is required to comply with additional reporting
requirements, in addition to the payment of royalties.
Planning
and Building
The
mining and quarrying activities require a zoning approval of the site based on a plan in accordance with Israel’s Planning and Building
Law, 1965. Such plans are updated, as needed. As of the reporting date, there are several requests at various stages of deliberation pending
for consideration by planning authorities.
In
2016, the Southern District Committee for Planning and Construction approved a detailed site plan for mining phosphates in the Zin-Oron
area (the Plan). The Plan, which covers an area of about 350 square kilometers, will permit the continued mining of phosphate located
in the Zin valley and in the Oron valley for a period of 25 years or until the exhaustion of the raw material – whichever occurs
first, with the possibility of an extension (under the authority of the District Planning Board). In addition, in May 2025, a new mining
plan for the northern Oron area, covering approximately 0.3 square kilometers, was approved.
ICL
Group Limited 188
The
Company is making efforts to promote suitable alternatives for additional resources that will secure its future phosphate operations at
ICL Rotem. As part of these efforts, the Company continues to advance several pilot development projects to adapt the usage of different
grade types of phosphate rock for the Company’s products as part of an effort to utilize and increase existing phosphate reserves.
In addition, it is working to advance future mining of phosphate rock in other areas, subject to permits and approvals,
such as a plan to mine phosphates in Barir field, which is located in the southern part of the South Zohar deposit in the Negev Desert.
Currently no mining concession exists for this area. There is no certainty regarding the timelines for the submission of the plan, its
approval, or further developments with respect to the Barir field site.
For
further information regarding ICL Rotem’s royalties, planning and building proceedings, leases, and other matters, see Note 18 to
the Audited Financial Statements and “Item 3 - Key Information— D. Risk Factors”.
Operations
In
1952, Negev Phosphate Corporation was founded at Oron. In 1966, Arad Chemical Industries was formed and specialized in the production
of phosphoric acid. Both companies were owned by the Israeli government, which formed a new holding company, Israel Chemicals Ltd. In
1975, Negev Phosphate Corporation and Arad Chemical Industries merged under the Negev Phosphate name. Following this, a new subsidiary
company was created, Rotem Fertilizer Corporation, which began production of fertilizers and phosphoric acid. In 1977, the Zin mine and
beneficiation plant were constructed. In 1982, Israel Chemicals Ltd. acquired Amsterdam Fertilizers (Amfert) and in 1989, Amfert was merged
with Rotem Fertilizer Corporation under the name Rotem Amfert Group. In 1991, Negev Phosphate Corporation and Rotem Amfert Group were
merged under the name Rotem Amfert Negev Ltd., thereby combining all of Israel Chemicals Ltd.’s phosphate operations in the Negev
desert.
Rotem,
Oron and Zin comprise large open pit phosphate sites in the southern part of Israel in the Negev region. ICL Rotem currently operates
large-scale mining operations at Oron and Rotem, while limited mining activities are currently undertaken at Zin. The Company began operations
at Oron in the 1950s and at Rotem and Zin in the 1970s.
The
deposits are part of the Mediterranean phosphate belt extending from Turkey, through Jordan and Israel, and westward through Egypt, Tunisia
and Morocco. The deposits are of Campanian age (83.5 to 71 million years ago) and formed as stratiform sedimentary deposits on an ocean
margin. Each of the said fields in Israel has a similar layered structure and geological composition, with the phosphate preserved as
relatively thin seams along the margins and within the axes of two northeast to southwest trending asymmetrical synclines (basins or trough-shaped
folds). Oron and Rotem lie within a single syncline located northwest of the Zin syncline. The three deposits have been proved over extensive
distances in terms of length (Rotem 10 kilometers, Oron 16 kilometers and Zin 22 kilometers) and width (4 kilometers each).
The
phosphate seams are overlain by overburden consisting of a layer of alluvium and conglomerates, followed by a thick layer of marl and/or
oil shale with a phosphatic-limestone caprock layer below. The thickness of the overburden is generally 10 to 50 meters but can reach
70 meters. The caprock is a consistent marker horizon that defines the contact with the phosphate rock. Three main phosphate seams are
present at Rotem and Oron, while at Zin up to five are present. The seams are typically 1 to 4 meters in thickness. Bands of interburden
up to 1 meter thick are found between the seams and include chert, marl and limestone. Both the caprock and interburden can contain phosphate,
although this is generally of lower grade and considered non-economic. The phosphate deposits are underlain by a sequence of marls, limestone
and chert.
ICL
Group Limited 189
The
method of mining in ICL Rotem is by conventional open pit methods. Mining at Oron and Zin is undertaken by a contractor while Rotem uses
a combination of owner and contractor mining. Overburden is removed using drilling and blasting (where required) or free digging by hydraulic
excavators. Material is loaded into rigid dump trucks and transported to waste dumps, which include mined out areas of the pits where
it is used for on-going restoration works. The phosphate seams are selectively mined using dozers with rippers that make 0.5 meter deep
cuts into the phosphate rock. The phosphate is then pushed by the dozers into small stockpiles for loading by front end loaders or hydraulic
excavators into trucks and transported to the beneficiation plants. Each mine site has varying layers and thicknesses of overburden, interburden
and phosphate rock, so that the size of the mining equipment conforms to the mining sites and the operating requirements. The Company
is committed to ongoing restoration work, as it has done to date, at all of its mine sites.
All
three sites have associated beneficiation plants, which include crushing, grinding and flotation processing methods. The beneficiation
plants at Rotem and Oron are currently operational, while processing operations at the Zin beneficiation plant were discontinued in 2020.
At the Rotem site (located in Mishor Rotem), additional processing facilities are present and include: two sulphuric acid plants, three
green phosphoric acid plants, a white phosphoric acid plant, three superphosphate plants, two granular fertilizer plants, an MKP plant
and a Pekacid plant. Most of the production is used to produce phosphoric acid and fertilizers. The plants at Mishor Rotem are powered
primarily from electricity generated by the Company at its sulphuric acid plants, as well as from gas combustion from the national gas
network (which recently replaced oil shale) and by the national grid. All the power utilized by the Oron beneficiation plant is purchased
from the national grid in Israel. All water used by the site is supplied and approved for industrial use by the state authorities.
The
deposits are classified by ICL Rotem mainly based on the amount of organic material present in the phosphate rock. Central areas of the
deposits are generally associated with higher levels of organics while lower organic contents are generally found towards the deposit
margins. The organic content dictates the processing methods and final products. The following classification of phosphate ores is used:
White (<0.25% organic matter), Low Organic (0.25 to 0.35% organic matter), Brown and High Organic (>0.35 to 1.0% organic matter)
and Bituminous (>1.0% organic matter).
Based
on the availability of these ores, the production scenario used by ICL Rotem in 2025 was as follows:
| • |
White phosphoric acids |
| - |
White phosphate rock from Oron is mined and processed at the
Oron beneficiation plant, and the resulting phosphate concentrate is transported to the Rotem plant for further processing into higher
value-added products, including white phosphoric acids for food applications. The white phosphate rock reserves at Oron are mostly depleted.
Beginning in 2027, the remaining white phosphate rock at Oron will be mined until 2030 and will be used to produce specialty fertilizers.
|
| - |
To maintain current production levels, mining of the available
bituminous phosphate rock at Rotem, which is used to produce white phosphoric acid, is planned to continue until the end of 2029. The
remaining bituminous phosphate rock at Rotem will be allocated to produce other products including specialty fertilizers during 2030.
Overburden containing layers of oil shale is stripped to allow access to the underlying bituminous phosphate rock. An upper limit of around
20% of the total overburden will be allowed to contain oil shale and this will be transported to designated waste dumps and capped using
marl rock. |
ICL
Group Limited 190
| • |
Green phosphoric acids |
| - |
Low organic phosphate rock from the Rotem mine is processed at
the Rotem plant to produce green (impure) phosphoric acids for agricultural applications. This activity is planned to continue through
the end of 2026. |
| - |
The Oron beneficiation plant is being reconfigured to allow the
mining and processing of brown and low organic phosphate rock at Oron, with the resulting phosphate concentrate transported to the Rotem
plant for use in the production of green phosphoric acid through 2040. |
| • |
Fertilizers |
| - |
Bituminous phosphate rock from the center of the Rotem deposit
is mined and utilized for fertilizer production at the Rotem plant, and this activity is planned to continue through the end of 2029.
The remaining bituminous phosphate rock at Rotem will be allocated to produce other products including specialty fertilizers during 2030.
Although significant bituminous phosphate resources exist in the deeper parts of the Rotem deposit, only limited mining of this occurred
due to the presence of thick overburden (10 to 50 meters) containing horizons of oil shale. The oil shale contains 12% to 21% organic
matter and is susceptible to self-combustion when exposed during mining operations. |
| - |
Starting 2030, since the bituminous phosphate rock for fertilizers
will be depleted, brown phosphate rock from Oron will be used to produce additional green phosphoric acid and fertilizers by processing
in the Rotem beneficiation plant. |
| • |
Small scale mining at Zin of approximately 0.2 Mtpa of low organic
phosphate rock is planned to continue for the life of mine using in-pit crushing and screening and final processing at the Oron beneficiation
plant. |
The
changes to the operation are based on successful pilot plant testwork conducted in 2024 and 2025 that included 316 kt of brown phosphate
and 671 kt of bituminous phosphate processed through the existing plants to produce green and white phosphoric acids, respectively.
For
further information and description of certain risks relating to the mining operation at the Negev Desert, see Note 18 to the Audited
Financial Statements and “Item 3 - Key Information— D. Risk Factors”, respectively.
Production
The
following table sets forth the amount of total mine production of phosphate ore at the Company’s mines in the Negev Desert supplied
to the beneficiation plants for the three years ended December 31, 2025, 2024 and 2023:
|
Year
Ended December 31, |
|
2025
|
2024
|
2023
|
|
Tonnes mined (kt) |
3,654
|
5,808 |
5,770 |
|
Grade (%P2O5 before / after beneficiation)
|
23%
/ 31% |
23% / 31% |
25% / 32% |
ICL
Group Limited 191
The
following table sets forth the approximate amounts of products produced after processing by our operations in the Negev Desert for the
three years ended December 31, 2025, 2024 and 2023:
|
Product
Produced After Processing at ICL Rotem (kt) | |||
|
2025
|
2024
|
2023
| |
|
Phosphate Rock* |
2,211
|
2,375 |
2,309 |
|
Green Phosphoric Acid |
513
|
503 |
520 |
|
Fertilizers |
1,017
|
1,024 |
1,033 |
|
White Phosphoric Acid |
167
|
154 |
150 |
|
Specialty Fertilizers |
95
|
100 |
78 |
*
Figures relate to phosphate concentrate produced by the Oron and Rotem beneficiation plants for further processing at the Rotem acid and
fertilizer facilities.
Property
Values
As
of December 31, 2025, the overall book value of the property, plant and equipment of ICL Rotem, amounted to about $914 million. The ICL
Rotem operations use modern mining, processing and transportation equipment and facilities which are maintained at a good standard.
Mineral
Resource Estimate
The
deposits have been extensively explored by surface exploration drilling using rotary percussion methods. Core drilling is occasionally
undertaken when additional geological information is required. Mineral Resources are estimated using lithology and assay information from
exploration drilling. At Oron, a total of 1,943 drillholes for 37,055m have been drilled and produced 4,544 composite samples. At Rotem,
a total of 1,515 drillholes for 68,852m have been drilled and produced 2,851 composite samples. At Zin, a total of 2,126 drillholes for
43,924m have been drilled and produced 5,449 composite samples. All samples were analyzed for P2O5.
Drilling
is initially undertaken on 200 to 250 meters spacing and then infilled on 50 to 70 meters spacing where needed. Rock chip samples or core
samples are logged and collected by ICL Rotem’s geologists and sent to the Oron preparation facility before chemical analysis at
the Rotem laboratory. Chemical analysis includes P2O5
and all potential contaminant elements.
The
ICL Rotem geological department uses geographical information system software and mining software to create geological models for each
of the phosphate deposits based on the drillhole logging information and assay data. Wireframe surfaces are created for each of the phosphate
seams and interburden with further sub-division as required. The models include overburden which is used in the calculation of strip ratios.
Grade
estimation of P2O5
and the contaminant elements within the phosphate seams is undertaken using inverse distance weighting estimation. The geological models
are depleted annually to account for mining.
In
determining the resources and reserves, cut-off grades of 20% to 25% P2O5
were applied, depending on the processing characteristics of the phosphate rock and the existing and planned beneficiation processes.
ICL
Group Limited 192
Rotem,
Zin, and Oron – Summary of Phosphate Mineral Resources at the end of the fiscal year ended December 31, 2025.
|
Category
|
White
Phosphate |
Low
Organic Phosphate |
High
Organic & Brown Phosphate |
Bituminous
Phosphate |
Total
|
Grades/
Qualities
|
Cut-off
grades |
Metallurgical
recovery | |
|
(millions
of tonnes) |
(P2O5)
| ||||||||
|
Rotem |
Measured |
- |
17.0 |
- |
61.0 |
78.0 |
28.7% |
25% |
54% and 69% |
|
Indicated |
- |
- |
- |
- |
- |
- | |||
|
M + Ind |
- |
17.0 |
- |
61.0 |
78.0 |
28.7% | |||
|
Inferred |
- |
- |
- |
- |
- |
- | |||
|
Zin |
Measured |
- |
11.8 |
10.0 |
24.3 |
46.1 |
25.3% |
23% |
56% |
|
Indicated |
- |
- |
- |
- |
- |
- | |||
|
M + Ind |
- |
11.8 |
10.0 |
24.3 |
46.1 |
25.3% | |||
|
Inferred |
- |
- |
- |
- |
- |
- | |||
|
Oron |
Measured |
- |
- |
10.9 |
33.0 |
43.9 |
24.0% |
20% |
59% and 60% |
|
Indicated |
- |
- |
- |
- |
- |
- | |||
|
M + Ind |
- |
- |
10.9 |
33.0 |
43.9 |
24.0% | |||
|
Inferred |
- |
- |
- |
- |
- |
- | |||
|
Total |
Measured |
-
|
28.8
|
20.9
|
118.3
|
168.0
|
26.5%
|
||
|
Indicated |
-
|
-
|
-
|
-
|
-
|
-
|
|||
|
M + Ind |
-
|
28.8
|
20.9
|
118.3
|
168.0
|
26.5%
|
|||
|
Inferred |
-
|
-
|
-
|
-
|
-
|
-
|
| (1) |
Classification of Mineral Resources is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
Mineral Resources were estimated by ICL Rotem and reviewed and
accepted by SLR. |
| (3) |
The point of reference for the Mineral Resources is in-situ.
Mineral Resources are reported exclusive of Mineral Reserves. |
| (4) |
Mineral Resources are 100% attributable to ICL Rotem. |
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (6) |
Mineral Resources are estimated using average dry densities ranging
from 1.8 to 1.9 t/m3. |
| (7) |
Mineral Resources are estimated using an average of the previous
three years’ prices of $1,177/t FOB for acid products and $441/t FOB for fertilizer products, and exchange rates of NIS 3.61 per
US dollar and €0.88 per US dollar. |
ICL
Group Limited 193
As
of December 31, 2025, ICL Rotem had 168.0 Mt of phosphate resources compared to 166.0 Mt as of December 31, 2024, an increase of 2.0 Mt
which mainly resulted from exploration drilling, partially offset by conversion of resources to reserves at north Oron.
The
Mineral Resources estimate for ICL Rotem is based on factors related to geological and grade models and the prospects of economic extraction.
For further discussion of the material assumptions relied upon, please refer to Section 11 of the Technical Report Summary filed as Exhibit
15.4 to the 2024 Annual Report.
Mineral
Reserve Estimate
Mineral
Resources are converted to Mineral Reserves by application of Modifying Factors including geological factors (continuity and structure),
mining methods, mining recovery and dilution, beneficiation methods and metallurgical recoveries, technical feasibility, operating costs,
restoration costs and product revenues. These factors are used by ICL Rotem to calculate P2O5
cut-off grades and identify potential mining blocks. The strip ratio of overburden to phosphate rock is also considered when converting
resources to reserves. In addition, an upper limit of around 20% oil shale in the total overburden is used to define the reserves at Rotem.
The
quantity and grade of the calculated reserves are those that are expected to be delivered to the beneficiation plants and are subject
to metallurgical recovery factors. The Oron and Rotem beneficiation plants have been developed over the past few decades for the optimum
upgrading of the phosphate rock to concentrate containing typically 31% to 32% P2O5.
The Zin beneficiation plant will not be used for processing the reserves.
The
life of mine of the ICL Rotem operation is as follows:
| • |
Rotem site:
The life of mine at Rotem runs from 2026 to 2030 based on 12.3 Mt of reserves of bituminous phosphate, with an annual average mining rate
of 2.5 Mt. From 2026 to 2029, 10.1 Mt will be used to produce white phosphoric acid and fertilizers while the remaining reserves will
be allocated to produce other products including specialty fertilizers in 2030. Reserves of bituminous phosphate are only reported for
areas in which the total overburden required to be mined contains a maximum of around 20% oil shale. Significant resources (61.0 Mt) of
bituminous phosphate are present beneath overburden containing higher amounts of oil shale and the Company plans further technical studies
to assess the potential for mining and stockpiling this overburden. |
| • |
Oron site:
The life of mine at Oron runs from 2026 to 2040 (inclusive) based on 56.1 Mt of reserves of brown and low organic phosphate, of which
0.6 Mt will be mined in 2026 and 28 Mt will be mined in the years 2027-2040 at an annual average mining rate of 2 Mt. In the years 2030-2040,
27.5 Mt of brown phosphate rock will be transported to Rotem beneficiation plant for processing to produce additional green phosphoric
acid and fertilizers at an annual average mining rate of 2.7 Mt. In addition, 2.8 Mt of reserves of white phosphate rock will be mined
from 2026 to 2030. |
| • |
Zin site:
The life of mine at Zin runs from 2026 to 2040 (inclusive) based on: reserves of 3 Mt of low organic phosphate for small-scale product
sales (using minor mining operation equipment located inside the open pit without utilizing the Zin beneficiation plant). Additional resources
(11.8 million tonnes) of low organic phosphate are available at Zin should these be required by the Company in the future.
|
According
to the Reserves estimates as of December 31, 2025, the ICL Rotem operation is not expected to significantly change until 2030, at which
time ICL Rotem will reassess its production activity in light of market conditions and available alternatives, including the success of
its efforts to increase the reserves for its operations.
Rotem,
Zin, and Oron – Summary of Phosphate Mineral Reserves at the end of the Fiscal Year Ended December 31, 2025.
ICL
Group Limited 194
|
Category
|
White
Phosphate |
Low
Organic Phosphate |
High
Organic & Brown Phosphate |
Bituminous
Phosphate |
Total
|
Grades/
Qualities
|
Cut-off
grades |
Metallurgical
recovery | |
|
(millions
of tons) |
(P2O5)
| ||||||||
|
Rotem |
Proven |
- |
0.2 |
- |
12.3 |
12.5 |
29.5% |
25% |
54% and 69% |
|
Probable |
- |
- |
- |
- |
- |
- |
|||
|
Zin |
Proven |
- |
3.0 |
- |
- |
3.0 |
26.0% |
23% |
50% |
|
Probable |
- |
- |
- |
- |
- |
- |
|||
|
Oron |
Proven |
2.8 |
2.0 |
54.1 |
- |
58.9 |
23.9% |
20% |
59% and 60% |
|
Probable |
- |
- |
- |
- |
- |
- |
|||
|
Total |
Proven |
2.8
|
5.2
|
54.1
|
12.3
|
74.4
|
24.9%
|
||
|
Probable |
-
|
-
|
-
|
-
|
-
|
-
|
| (1) |
Classification of Mineral Reserves is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
Mineral Resources were estimated by ICL Rotem and reviewed and
accepted by SLR. |
| (3) |
The point of reference for the Mineral Reserves for Rotem and
Oron is defined at the point where ore is delivered to the beneficiation plants, for Zin it is defined at the point where ore is delivered
to the mobile crusher. |
| (4) |
Mineral Reserves are 100% attributable to ICL Rotem. |
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding |
| (6) |
A minimum mining width of 0.5m was used. |
| (7) |
Mineral Reserves are estimated using an average of the previous
three years’ prices of $1,177/t FOB for acid products and $441/t FOB for fertilizer products and $112/t FOB for phosphate rock from
Zin, and exchange rates of NIS 3.61 per US dollar and €0.88 per US dollar. |
As
of December 31, 2025, ICL Rotem had 74.4 Mt of phosphate reserves compared to 80.8 Mt as of December 31, 2024, a decrease of 6.4 Mt which
resulted mainly from our continuing mining operations and ongoing pilot plant testwork, partially offset by a conversion of resources
to reserves at North Oron.
Assumptions
regarding the technical parameter analysis, forecasted product prices, production costs, permitting decisions, or other factors may positively
or negatively affect reserves estimates. For further discussion of the material assumptions relied upon, please refer to Section 12 of
the Technical Report Summary filed as Exhibit 15.4 to the 2024 Annual Report.
ICL
Group Limited 195
Logistics
Most
of ICL Rotem’s products, whether in a solid or liquid state, are transported in bulk from Rotem and Oron by road or rail to the
Ashdod port or by road to the Eilat port. Typically, ICL’s products are transported by ship to markets in the Asia Pacific region
from Eilat port, and, to Europe, South America and the US from Ashdod port.
Within
the Rotem site, there is a rail loading facility that typically loads up to 30 wagons for each delivery. Approximately 1.4 million tonnes
of products per year are transported by rail to Ashdod Port, about 250 thousand tonnes by road to the Ashdod port and about 10 thousand
tonnes are transported by road to the port of Eilat.
ICL
Tovala, a wholly owned subsidiary of ICL, is responsible for transporting phosphate concentrate between processing facilities in road-going
rigid trucks and trailers. Each trailer has a payload of 40 tonnes. Around 1.1 million tonnes of phosphate concentrate per year are transported
from the Oron beneficiation plant to the Rotem facilities by truck for additional processing.
From
the Ashdod port, approximately 650 thousand tonnes of sulphur are transported to Rotem each year. Sulphur arrives at the port of Ashdod
from overseas, where it is loaded onto road going trucks and transported to the Company’s sulphur dispatch, situated approximately
5 kilometers from the port. At the depot, it is loaded into rail cars and then transported to Mishor Rotem.
ICL
Group Limited 196
Dead
Sea Works
Overview
Dead
Sea Works (DSW) is located on the southwest shore of the Dead Sea’s southern basin and is operated by ICL Dead Sea, a wholly owned
subsidiary of ICL. It is one of the world’s largest producers and suppliers of potash products, in addition to a range of chemical
products. The main product produced at the plant is muriate of potash (MOP) for use as agricultural fertilizer. DSW has 37 ‘ponds’
covering an area of 146.7 sqkm and associated processing facilities.
The
DSW processing facilities are approximately centered on the geographic coordinates: latitude 31°02’18”N and longitude
35°22’15”E. The Dead Sea region is the lowest point on the earth’s surface.
Figure
5 : Location of the DSW, Rotem, Oron and Zin Properties (Israel)
Water
from the northern Dead Sea basin is pumped into evaporation ponds, where the mineral carnallite precipitates out of the solution and sinks
as a deposit on the bottom of the ponds. Floating barges with cutter suction dredgers, harvest the carnallite and pump this solution to
processing facilities located at the southern end of the site, where it is processed into potash products. In addition, bromine, metal
magnesium, magnesium chloride and salt are also produced.
DSW
is located alongside Highway, 90 which runs broadly North to – South from the port of Eilat in the south, northwards alongside the
Dead Sea and onwards through Tiberias near the Sea of Galilee in the north of the country. Products from DSW are transferred to either
the port of Ashdod (on the Mediterranean Sea) or the port of Eilat (on the Red Sea).
ICL
Group Limited 197
Mining
Concessions and Lease Agreements
Pursuant
to the Israeli Dead Sea Concession Law, 1961 (hereinafter – the Concession Law), as amended in 1986, and the concession deed attached
as an addendum to the Concession Law, DSW was granted a concession to utilize the resources of the Dead Sea and to lease the land required
for its plants in Sodom for a period ending on March 31, 2030. According to the Concession Law, should the government decide to offer
a new concession after the expiration date to another party, it will first offer the new concession to DSW with terms that are no less
attractive than those it may offer to that party.
The
concession covers a total area of 652 sqkm, including the evaporation ponds that cover an area of 146.7 sqkm.
On
January 27, 2026, a detailed and binding agreement was signed between the Company, DSW, Dead Sea Bromine Company Ltd. and Dead Sea Magnesium
Ltd. (the - Dead Sea Companies) and the State of Israel, acting through the Accountant General of the Ministry of Finance, regarding the
Dead Sea Companies’ concession assets (the – Concession Assets), including the consideration thereof, based on the principles
agreed upon in the Memorandum of Understanding signed between the Company, the Dead Sea Companies and the State on November 5, 2025.
Following
the publication of a draft report by the Israeli Accountant General in September 2024, addressing the preparations for the expiration
of the Company’s existing concession and the grant of a new concession in 2030, on December 3, 2025, a draft bill of law concerning
the future Dead Sea Concession (the - Draft Bill) was published for public comments. For further information, see Note 18 to our Audited
Financial Statements.
The
consolidated Financial Statements were prepared under management's assumption that it is more likely than not that ICL will continue to
operate the relevant assets for their remaining useful lives, which extends beyond the term of the current concession period, by obtaining
a new concession.
In
consideration of the current concession, DSW pays royalties and lease rentals to the Government of Israel and is subject to the Law for
Taxation of Profits from Natural Resources, in addition to regular income tax.
For
further information regarding ICL Dead Sea royalties, taxes, concessions and other matters, see Notes 15 and 18 to our Audited Financial
Statements and “Item 3 - Key Information— D. Risk Factors.
ICL
Group Limited 198
Operations
In
the early part of the 20th century, the Dead Sea began to attract interest from chemists due to its concentration of minerals. In 1929,
a concession was granted by the British Mandatory government to the newly formed Palestine Potash Company. During the 1930’s, two
processing plants were constructed to extract potash, of these, the plant on the northern Dead Sea basin was destroyed in 1948 during
Israel's War of Independence. In 1952, Dead Sea Works was founded by the Israeli government as a state-owned enterprise based on the remnants
of the Palestine Potash Company. Major expansions of DSW occurred during the following decades under continued ownership by the Israeli
government, which formed a new holding company, Israel Chemicals Limited.
The
concentration of minerals extracted from the Dead Sea (including potash and bromine), constituting raw materials for production, is gradually
increasing due to the hydrological deficit experienced by the Dead Sea over the past 40 years.
ICL’s
extraction of minerals from the Dead Sea begins with an evaporation process facilitated by the hot and dry desert climate of the Dead
Sea region. Due to the hydrological deficit, the sea is declining at a rate of over 1 meter per year and is currently about 440 meters
below sea level. As a result, the Dead Sea is divided into two parts: the natural Northern Basin and the Southern Basin where artificial
evaporation ponds and dams have been constructed.
The
production process begins with the pumping of brine from the Northern Basin into the evaporation ponds in the Southern Basin (a distance
of about 15 kilometers) using the Company’s pumping station. In 2025, ICL pumped approximately 476 million cubic meters of water
from the Northern Basin into the evaporation ponds, of which approximately 355 million cubic meters of brine were returned at the end
of the process to the Northern Basin. In 2025, the Company produced approximately 3.57 million tonnes of potash from the Dead Sea, as
well as 150 thousand tonnes of bromine, 17.8 thousand tonnes of metal magnesium, 185 thousand tonnes of salt and 112 thousand tonnes of
solid magnesium chloride.
The
evaporation ponds extend over an area of approximately 146.7 square kilometers and are divided into two main subsystems – an array
of ponds for precipitating salt (mineral waste from the production process), and a series of ponds for precipitating carnallite (the target
mineral constituting a raw material for the production of potash).
The
salt pond known as Pond 5 is the largest pond, at approximately 80 square kilometers, and consists of 9 sub-ponds (156/1, 156/2, 155/1
to 155/3, and 154/1 to 154/5). Pond 5 was built during the 1960s by construction of a large dam, where in the center of the dyke surrounding
it a partition (separation clay core) was installed for sealing and preventing potential leakage of solutions. This dam marks the Southern
Basin of the Dead Sea on the Israeli side and allowed the continued existence of the Southern Basin due to the system of pumping stations
and flowing channels that are operated as part of the industrial operational system of the evaporation ponds. In order to continue operation
of Pond 5, the dyke was raised several times during the last 50 years.
ICL
Group Limited 199
The
evaporation processes give rise to concentration of brines and the precipitation of salt to the floor of the pond. The remaining brines
are rich in potash, magnesium and bromide. These brines are pumped into the systems of carnallite ponds, and, as a result of continued
evaporation, carnallite precipitates. Carnallite (MgCl2KCl(H2O)6)
is the raw material used for production of potash, metal magnesium and chlorine. The carnallite, along with any remaining salt, is harvested
from the ponds by floating barges with cutter suction dredgers and is sent, as slurry, to our production plants. The overall grade of
the harvested material is around 20% KCl when accounting for the salt contained in it. The brine from the end of the carnallite ponds
is used as a raw material in the production of bromine and magnesium chloride.
The
rise of the water level of Pond 5 -
Minerals
from the Dead Sea are extracted through solar evaporation processes, during which salt precipitates and accumulates on the bed of Pond
5, located at one of DSW's sites. The process results in the formation of a salt layer of approximately 15 million cubic meters per year.
Maintaining the required brine volume in Pond 5 is essential for the continued production of raw materials. A failure to preserve a constant
brine volume could lead to a reduction in production capacity.
In
addition, an increase in the water level of Pond 5 above a certain threshold may cause structural damage to the foundations of hotel buildings
located near the shoreline, the Neve Zohar settlement, and other infrastructure situated along the western edge of Pond 5. Construction
of the hotel-adjacent section has been completed, and work in the intermediate area between hotel complexes, led by the Dead Sea Preservation
Government Company Ltd., is near completion.
Maintaining
the water level at or below 15.1 meters - the level reached at the end of 2021 - was achieved through a joint project by the Dead Sea
Preservation Government Company Ltd. and DSW (which funded 39.5% of the project's cost). This project involved constructing coastal defenses,
including raising the dyke along the western beachfront adjacent to the hotels and installing a subterranean water-lowering system. Construction
of the hotel-adjacent section has been completed, and work in the intermediate area between hotel complexes, led by the Dead Sea Preservation
Government Company Ltd., is nearing completion.
Since
2022, brine volume in Pond 5 has been maintained through the Salt Harvesting Project (the "Permanent Solution"), approved by the National
Infrastructures Committee and the Israeli Government. The project includes the construction of the P-9 pumping station. As of the reporting
date, the water level of Pond 5 has not exceeded the maximum permitted height (15.1 meters). Approximately 8 million tonnes of salt per
year are primarily recovered using an electric powered cutter suction dredger and land-based excavation equipment. The Company is working
to add a second dredger whose commissioning is planned for 2028. The salt is transported as a slurry from the dredging area to designated
stockpiles on the eastern side of the pond. In these stockpiles, a drying process is carried out, while the brine solution is returned
to the pond by gravity for continued use in the potash production process. The stockpiled salt will be transferred back to the Northern
Basin using a 24-kilometer conveyor system (currently undergoing detailed engineering design), which is planned to be commissioned in
2028. Due to the security situation in Israel over the past two years, the harvesting activity of the Company's dredger was temporarily
halted. To maintain operational continuity, the Company deployed alternative excavators to support harvesting operations. In light of
ongoing risk assessments, the Company is evaluating the potential deployment of a third medium-sized dredger in order to augment its ability
to mitigate future operational risks.
For
further information, see Note 18 to our Audited Financial Statements and “Item 3 - Key Information— D. Risk Factors.
ICL
Group Limited 200
The
receding level of the Dead Sea is not to be confused with the rising water level in Pond 5 discussed above. These two seemingly contradictory
phenomena are occurring simultaneously, as Pond 5 is in the southern basin at a higher elevation than the main body of the sea lying to
its north, necessitating a special pumping station to regularly feed the pond with brine. While the brine level of Pond 5 is rising due
to the accumulation of salt on its floor and the pumping of brine from the northern basin of the Dead Sea, the water level of the northern
basin is receding, due to the reduction of the flow of water from the Jordan river to the northern basin and evaporation, including evaporation
from the ponds of ICL and those of Arab Potash Company (APC), used in their production processes. As a result of the decline of the Dead
Sea level, sinkholes in the Dead Sea area are occurring with increasing frequency over recent years. Most sinkholes develop in the growing,
dried-up part of the northern basin of the Sea, where the pumping station and the feeding canal of DSW are located. To protect operational
infrastructure, DSW monitors the area and fills the relevant sinkholes when they appear.
An
additional effect of the decline in the level of the Dead Sea is the erosion of the Arava stream, which flows along the international
border between Israel and Jordan. This erosion could endanger the future stability of the eastern dykes in the array of salt and carnallite
ponds. The Company is analyzing the situation to find solutions to prevent or retard this occurrence in the long term. The Company continues
to conduct ongoing monitoring and activities on site to protect the dykes. As part of these efforts, the Company completed the research
phase in 2020 to support the detailed planning of a project to prevent the continued erosion of the stream. The detailed design was finalized
in 2022, and during 2025 the Company continued to carry out optimization activities. All activities are being implemented with full cooperation
of the Arab Potash Company. Prior to commencing the project, relevant permits from the authorities are required due to the project's engineering
complexity, proximity to the border, soil instability and the environmental sensitivity of the entire area. Insofar as it is decided to
commence the project, the Company estimates that its completion is likely to take several years.
For
further information, see “Item 3 - Key Information— D. Risk Factors.
The
Company has operated an improved cogeneration power station in Sodom, Israel, since 2018. This power station supplies electricity and
steam required to support production of ICL's plants in Sodom, and it sells its surplus electricity to other ICL companies and external
customers via the national grid in Israel. It has a capacity of about 330 tonnes of steam per hour and about 230 MWh. The Company operates
the power station concurrently with an older power station which continues to operate on a limited basis as a "hot back up". Due to the
new plant's operation by natural gas, as well as its high efficiency and advanced pollution reduction technology, the new plant also allows
for a significant reduction in direct air emissions, including greenhouse gas emissions.
Production
The
following table sets forth the amount of our total production at DSW for the three years ended December 31, 2025, 2024 and 2023:
|
DSW
Production (kt) | |||
|
2025
|
2024
|
2023
| |
|
Potash |
3,572
|
3,700 |
3,819 |
|
Compacting plant* |
1,743
|
1,764 |
1,737 |
|
Bromine |
156
|
190 |
143 |
|
Cast Mg |
18
|
17 |
17 |
*Figures
relate to granular potash produced from total potash
ICL
Group Limited 201
Property
Value
The
carrying amount under the Cost method as presented in DSW's financial statements as of December 31, 2025, was approximately $2.6 billion.
The replacement cost of the property, plant and equipment of ICL Dead Sea, as disclosed in the financial
statements of DSW, amounted to about $6 billion. The
valuation based on the Replacement Cost accounting method (as used assets) is supported by an opinion from an independent appraiser. The
DSW operation uses modern mining, processing and transportation equipment, and facilities which are maintained at a good standard. In
the Company’s consolidated financial statements, DSW's property, plant and equipment have
consistently been measured using the Cost method,
and their carrying amount as of December 31, 2025, was approximately $2.6 billion.
In accordance with the Definitive Agreement signed with the State of Israel regarding the Dead Sea Companies
assets, the consideration payable by the State to the Company for the transfer of ownership and possession of the Concession Assets at
the end of the concession period in March 2030 is $2,540 million, in addition to the actual salt harvesting investments made from January
2025, for the establishment of the permanent solution for salt harvesting, transportation and disposal, in accordance with the Salt Harvesting
Agreement, which are estimated at several hundred million dollars. For further information, see Note 18 to our Audited Financial Statements
and Exhibit 4.6 to our 2025 annual report.
Mineral
Resource Estimate
Exploration
by ICL Dead Sea involves the chemical analysis of source brine from the northern Dead Sea basin and the monitoring of changes in brine
concentration during transfer between the various ponds of the operation along with quarterly sonar surveys to determine the thickness
of carnallite on the floor of the ponds. In 2025, a total of 1,895 brine samples were taken and 7,580 results were produced following
chemical analysis.
DSW
is not a typical mining operation that can be explored by drilling. It is also not a typical solution mining operation that would require
an assessment of porosity and fluid flow within a rock mass. However, even though the source of brine is renewed to a certain extent by
inflow to the northern Dead Sea basin, the resource cannot be considered either fully renewable or infinite. The Mineral Resource estimation
process used by ICL Dead Sea involves long-term predictive modeling of brine inflow rates and changes to brine chemical composition based
on the following steps:
| 1. |
Determination of the pumping rate of brines from the northern
Dead Sea area. |
| 2. |
Determination of expected recovery of product based upon:
|
| a. |
Ability to determine composition and consistency of supply.
|
| b. |
Ability to predict consistency of evaporation and mineral precipitation.
|
| 3. |
Determination of Mineral Resource classification is based upon:
|
| a. |
Any variation in the supply rate and composition. |
| b. |
Any variation in the return flow of brines to the northern Dead
Sea basin to assess efficiency and consistency of process. |
| c. |
Variation in the precipitation of mineral amounts. |
| 4. |
Assessment of potential changes to any of the above factors.
|
ICL
Group Limited 202
It
is also important to consider the future external impact on what is a dynamic hydrological system. The primary factor that affects the
source brines is the continuing decrease in the sea level of the northern basin of the Dead Sea and its effect on the chemistry of the
Dead Sea water. A water deficit due to reduced inflow results in changing the chemistry of the remaining brine. The concentration of KCl
has increased over time, and the concentration of NaCl has decreased due to halite deposition in the northern Dead Sea basin. This reduction
in water level with associated changes in water chemistry are predicted to continue and are incorporated in the resource estimation process.
DSW
- Summary of Potash Mineral Resources at the end of the fiscal year ended December 31, 2025.
|
Classification
|
Amount
(Mt) |
Grades/
Qualities
(KCl) |
Cut-off
grades (KCI) |
Metallurgical
recovery (KCI) |
|
Measured mineral resources |
294.4 |
20.7% |
0% |
80.4% |
|
Indicated mineral resources |
1,642.1
|
21.1% |
||
|
Measured + Indicated mineral
resources |
1,936.5
|
21.0% |
||
|
Inferred mineral resources |
462.4 |
21.2% |
| (1) |
Classification of Mineral Resources is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
Mineral Resources were estimated by ICL Dead Sea and reviewed
and accepted by SLR. |
| (3) |
Mineral Resources are reported as being contained within the
carnallite ponds following pumping from the northern Dead Sea basin. |
| (4) |
Mineral Resources are exclusive of Mineral Reserves. |
| (5) |
Mineral Resources are 100% attributable to ICL Dead Sea.
|
| (6) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (7) |
Dead Sea Works is a dredging operation, and therefore no minimum
mining width has been applied. |
| (8) |
Mineral Resources are estimated using average dry densities of
1.67 t/m3.for carnallite and 2.16 t/m3 for salt. |
| (9) |
Mineral Resources are estimated using a medium-long term potash
price of $320/t FOB and an exchange rate of NIS 3.61 per US dollar. |
As
of December 31, 2025, DSW had 2,399 million tonnes of potash resources compared to 2,403 million tonnes as of December 31, 2024, a decrease
of 4 million tonnes due to an updated production model. For further discussion of the material assumptions relied upon, please refer to
Section 11 of the Technical Report Summary filed Exhibit 15.5 to the 2024 Annual Report.
ICL
Group Limited 203
Mineral
Reserve Estimate
Mineral
Reserves are estimated based on the annual harvesting rate of material contained within the carnallite ponds by the barges. An average
rate of around 23 million tonnes per year (based on a five-year average) is used. Mining factors of 100% mining recovery and 0% mining
dilution are applied. Mineral Reserves are limited by the current concession which expires on March 31, 2030.
DSW
– Summary of Potash Reserves at the end of the fiscal year ended December 31, 2025.
|
Amount
(Mt) |
Grades/
Qualities
(KCl) |
Cut-off
grades (KCI) |
Metallurgical
recovery (KCI) |
|
Proven mineral reserves |
97.7 |
20.5% |
0% |
80.4% |
|
Probable mineral reserves |
-
|
- |
||
|
Total mineral reserves
|
97.7
|
20.5% |
| (1) |
Classification of Mineral Reserves is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
Mineral Reserves were estimated by ICL Dead Sea and reviewed
and accepted by SLR. |
| (3) |
The point of reference for the Mineral Reserves is defined at
the point where ore is delivered to the processing plant. |
| (4) |
Mineral Reserves are 100% attributable to ICL Dead Sea.
|
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (6) |
Dead Sea Works is a dredging operation, and therefore no minimum
mining width has been applied. |
| (7) |
Mineral Reserves are estimated using a three-year average product
price of $296/t FOB and an exchange rate of NIS 3.61 per US dollar. |
As
of December 31, 2025, DSW had 97.7 million tonnes of potash reserves compared to 122.7 million tonnes as of December 31, 2024, a decrease
of 25 million tonnes due to ongoing extracting operations, and an updated production model. The Mineral Reserves estimate for DSW may
be impacted by material assumptions regarding forecasted product prices, production costs, permitting decisions (most notably the 2030
expiration of the concession; an extension to the concession would increase reserves), or other relevant factors that may positively or
negatively affect the Mineral Reserve estimate. For further discussion of the material assumptions relied upon, please refer to Section
12 of the Technical Report Summary filed as Exhibit 15.5 to the 2024 Annual Report.
The
life of mine based on the current concession at DSW is 4.25 years (to March 31, 2030) based on Mineral Reserves of 97.7 million tonnes.
Logistics
The
potash produced at ICL Dead Sea's facilities is transported to the Eilat port by truck or by means of a conveyor belt that was built over
18 kilometers to the railhead located at Tzefa in Mishor Rotem, and from there the output is transported to the Ashdod port by train or
by truck. Other products are transported by truck and train to ports for export.
The
port of Ashdod is in the west of Israel on the Mediterranean Sea coast and approximately 100 kilometers from Mishor Rotem. The port of
Eilat is in the far south of Israel on the Red Sea coast. It is approximately 180 kilometers from DSW and is accessible by road. Typically,
shipments exiting the Eilat port are to India and Asia Pacific, whereas sales to Europe, South America and the US are sent from the Ashdod
port.
ICL
Group Limited 204
YPH
China
Overview
YPH,
ICL's subsidiary in China, which is equally owned with Yunnan Yuntianhua Corporation Ltd. ("YYTH"), holds a phosphate mining license that
was issued in 2015 by the Division of Land and Resources of the Yunnan district in China for the Haikou mine, which the Company operates
and is valid until January 2043. In addition, the Company holds an unutilized mining license for the Baitacun deposit following the renewal
of this license on March 31, 2025. The license is valid until March 30, 2036, and studies are currently ongoing regarding the development
approach for this mining area. No Mineral Resources or Mineral Reserves are currently stated for Baitacun.
Haikou
is an open pit mine located to the west of Haikou Town, in the Xishan district, 30 kilometers south of Kunming City. Haikou is approximately
centered on the geographic coordinates: latitude 24°46’33”N and longitude 102°28’29”E. The Baitacun
deposit, where mining activities have not yet commenced, is located approximately 5 kilometers northeast from the Haikou mine.
The
Haikou mine has been in operation since 1966 and the mining license is spread over 9.6 square kilometers. The Haikou mine is divided into
four blocks. The phosphate resources in blocks 1 and 2 have been extensively mined. Mining in block 3 began in 2015, and mining activities
in block 4 began at the end of 2017.
Figure
6: Location of Haikou Mine (China)
ICL
Group Limited 205
Mining
Concessions and Lease Agreements
With
respect to mining rights, in accordance with China’s "Natural Resources Tax Law", YPH pays royalties of 8% on the selling price,
based on the market price of the rock prior to its processing.
In
2016, a subsidiary of YYTH (hereinafter – YPC) issued a statement whereby in 2010 it entered into agreements with the local authority
of Jinning County, Yunnan Province and Jinning Lindu Mining Development and Construction Co. Ltd. (hereinafter - Lindu Company), according
to which Lindu Company is permitted to mine up to two million tonnes of phosphate rock from a certain area measuring 0.414 square kilometers
within the area of the Haikou mine (hereinafter – the Daqing Area) and to sell such phosphate rock to any third party in its own
discretion. In 2024, an agreement was reached between YPH, Lindu Company and YPC. Under this agreement, Lindu Company will be allowed
to complete its mining activities in the Daqing Area, with a limit of up to 2 million tonnes. In exchange, YPC will compensate YPH by
providing the same quantity and quality of rock that Lindu Company mined within a maximum of five years.
In
2024, YPH acquired the surface rights for an area (hereinafter – the NBTU Area) located in the southwest of the concession. YPH
now holds the surface rights for most of the concession area and in 2025 continued to work to acquire the surface rights for a remaining
area (hereinafter – the HOM Area) located in the southeast of the concession. In 2026, YPH will continue to work to acquire the
surface rights for the HOM area.
For
further information regarding the concessions in China including royalties, mining licenses, rights, and other matters, and for a description
of certain risks relating to the operations in China, see Note 18 to the Audited Financial Statements and “Item 3 - Key Information—
D. Risk Factors”, respectively.
Operations
The
Haikou mine was established in 1966 and was most recently owned and operated by YYTH. In 2015, through YPH, ICL entered a joint venture
with YYTH.
The
phosphate deposits at Haikou and Baitacun are part of an extensive marine sedimentary basin of late Precambrian to early Cambrian age.
The deposits occur as seams in which the phosphate is situated in two layers – an upper layer and a lower layer. The thickness of
the upper layer varies from 2.5 to 11 meters and is about 7.6 meters on average, whereas the thickness of the lower layer, which is lower
grade, varies from 2 to 9 meters and is about 6.1 meters on average. The phosphate is of a low organic type, and as such it is suitable
for phosphoric acid production. The mining is executed based on inter-layers and quality thereof. Inter-layers have 3 quality categories:
Grade I (highest grade) > 30% P2O5,
Grade II- 24%-30% P2O5
and Grade III- 15%-24% P2O5.
The
mining in the Haikou mine is via open pit mining using conventional methods by means of drilling and blasting, hydraulic excavators, mining
trucks and tractors for mining phosphates. Mining of the phosphate can be highly selective where required.
ICL
Group Limited 206
Mining
is undertaken in three stages. In the first stage, the upper ground level is stripped and stored or spread out over mined areas for reclamation
purposes. In the second stage, drilling, blasting, and stripping of the upper overburden level is executed (consisting of hard siliceous
dolomite). In the third stage, mining of phosphate is performed by drilling and blasting every inter-layer separately. A layer of interburden
with an average thickness of 11 meters is present between the upper and lower phosphate layers and consists of interbedded phosphate (non-economic)
bearing sandy dolomite, which is also drilled, blasted and removed. The lower phosphate
layer is underlain by dolomite which is not mined. The phosphate layers are mined based on three quality categories:
| • |
Grade I (highest grade) > 30% P2O5
- This category of phosphate is weathered and most of the carbonates have been dissolved. It is soft and easy to mine, requiring no blasting.
However, its occurrence is in small patches, requiring highly selective mining. This category comprises less than 10% of the Haikou deposit
and is fed directly to the scrubbing plant for processing. |
| • |
Grade II 24%-30% P2O5
– Harder phosphate material requiring blasting and crushing prior to further processing at the scrubbing plant. This category comprises
around 25% of the Haikou deposit. |
| • |
Grade III 15%-24% P2O5
– This is the hardest rock and requires blasting, crushing, and grinding before further processing. |
Based
on the patches' appearance of the medium and high-grade phosphate, mining is performed by small mining equipment, trucks with a capacity
of 40 tonnes and excavators with a bucket capacity of 3 to 6 cubic meters.
Phosphate
ore is trucked to on-site processing facilities which include two beneficiation plants, a flotation plant and a scrubbing plant (which
was reconfigured in 2024 to a dry crushing process) where it is processed to produce phosphate concentrate at a minimum grade of 28% P2O5.
The concentrate is then transported to the on-site chemical processing plant (”3C”) for further processing into saleable products
including fertilizers and phosphoric acids. The 3C chemical plant is part of YPH. Additional sources of phosphate ore come from on-site
surface stockpiles and phosphate rock purchased from third parties, which was 338 thousand tonnes in 2025.
The
flotation plant processes low to medium grade phosphate ore by crushing, grinding and flotation, and produces phosphate concentrate which
is pumped as a slurry to the 3C chemical plant via a 6.5 kilometer pipeline. Flotation processing capacity at Haikou is 3.4 million tonnes
per year, producing approximately 2.2 million tonnes per year of phosphate concentrate.
The
scrubbing plant processes medium to high grade phosphate ore. In 2024, the plant was re-configured to dry crushing and concentrate produced
from medium grade ore is transported to the flotation plant for further beneficiation, while concentrate produced from higher grade ore
is transported to the 3C chemical plant. In 2025, a total of 277 thousand tonnes of concentrate were produced by the scrubbing plant.
In addition, small amounts (36 thousand tonnes in 2025) of high-grade phosphate ore are transported to the 3C chemical plant for dry grinding
and use in production of triple super phosphate (TSP) fertilizer.
The
3C chemical plant includes four sulphuric acid facilities, three green phosphoric acid facilities, one facility for manufacture of technical
grade white phosphoric acid, one factory for manufacture of food grade white phosphoric acid and an additional six fertilizer facilities.
These facilities are powered by electricity generated from the sulphuric acid production process, as well as from the national power network.
Access to the production sites is by road and train.
ICL
Group Limited 207
There
are two tailings storage facilities (TSFs): Flotation TSF and Gypsum TSF. The Flotation TSF receives tailings from the flotation and scrubbing
plants while the Gypsum TSF receives gypsum tailings produced by the 3C chemical plant. In 2022, the Company completed the construction
of infrastructure for the expansion of the TSFs, and in April 2022, it received an official certification enabling the expansion of the
TSF's area, which is required as part of YPH’s ongoing operations plan.
The
Haikou site is well connected to the national road and rail network and is connected to the national grid, with the region being a major
supplier of hydroelectric power. All water used by the site is supplied and approved for industrial use by the state authorities.
Production
The
following table sets forth the amount of total mine production of phosphate ore at the Haikou mine
(and the relevant grade) supplied to the beneficiation plants, for the three years ended December 31, 2025, 2024 and 2023:
|
Total
Mine Production of Raw Ore at YPH | |||
|
2025
|
2024
|
2023
| |
|
Tonnes mined (kt) |
3,499
|
3,575 |
3,646 |
|
Grade (% P2O5
before/after beneficiation) |
21%
/ 29% |
21% / 28% |
22% / 28% |
| (1) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
The
following table sets forth the approximate amounts of product produced
after processing by the operations at the Haikou mine, for the three
years ended December 31, 2025, 2024 and 2023:
|
Product
Produced After Processing at YPH (kt) | |||
|
2025
|
2024
|
2023
| |
|
Phosphate Rock * |
2,455
|
2,715 |
2,657 |
|
Green Phosphoric Acid |
700
|
694 |
682 |
|
Fertilizers |
639
|
605 |
609 |
|
White Phosphoric Acid |
133
|
124 |
95 |
|
Specialty Fertilizers |
175
|
152 |
113 |
*
Figures relate to phosphate concentrate produced by the flotation, scrubbing plants for further processing at the 3C chemical plant.
Property
Value
As
of December 31, 2025, the overall book value of the property, plant and equipment of Haikou amounted to about $357 million. The Haikou
mine uses modern mining, processing and transportation equipment and facilities which are maintained at a good standard.
ICL
Group Limited 208
Mineral
Resource Estimate
Mineral
Resources are estimated using lithology and assay information from exploration drilling and includes a total of 300 drillholes for 23,915m
with 5,252 samples collected and analyzed for P2O5.
Drilling is undertaken on 100 to 150 meters spacing and then infilled on 50 to 100 meters spacing where needed. No exploration drilling
was undertaken in 2025.
The
YPH geological department uses geographical information system software and mining software to create geological models of the phosphate
seams based on drillhole logging information and assay data. Wireframe surfaces of the phosphate seams, subdivided by high, medium and
low-grade domains are created and used as the basis of the Mineral Resource estimate. The model includes overburden which is used in the
calculation of strip ratios. Grade estimation of P2O5
and contaminant elements in the phosphate seams is undertaken using inverse distance weighting estimation. Mineral Resources are constrained
by limiting boundaries as two-dimensional polygons for each of the upper and lower phosphate layers and these are updated annually to
account for depletion by mining.
YPH
Haikou – Summary of Phosphate Mineral Resources at the end of the fiscal year ended December 31, 2025.
|
Amount
(Mt) |
Grades/
Qualities
(P2O5)
|
Contained
P2O5
(Mt) |
Contained
P2O5
Attributable to ICL (Mt) |
Cut-off
grades (P2O5)
|
Metallurgical
recovery (P2O5)
|
|
Measured mineral resources |
3.0 |
22.3% |
0.67 |
0.33 |
15% |
86.9% |
|
Indicated mineral resources |
2.3
|
24.0%
|
0.55
|
0.28
|
||
|
Measured + Indicated mineral
resources |
5.3
|
23.0%
|
1.22
|
0.61
|
||
|
Inferred mineral resources |
0.2 |
20.0% |
0.04 |
0.02 |
| (1) |
Classification of Mineral Resources is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
Mineral Resources were estimated by YPH and reviewed and accepted
by SLR. |
| (3) |
The point of reference for Mineral Resources is defined on an
in-situ basis. Mineral Resources are exclusive of Mineral Reserves. |
| (4) |
YPH is a consolidated subsidiary of ICL. The reported tonnages
and grades are on a 100% basis. The contained P2O5
attributable to ICL reflects the Company’s 50% interest. While YPH is consolidated into ICL’s financial statements, YYTH owns
a 50% minority interest in YPH. |
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (6) |
Mineral Resources are estimated using average dry densities ranging
from 2.29 to 2.78 t/m3. |
| (7) |
Mineral Resources are estimated using an average of the previous
three years’ prices of $675/t FOB for acid products and $459/t FOB for fertilizer products and an exchange rate of 7.20 RMB per
US dollar. |
As
of December 31, 2025, Haikou had 5.5 Mt of phosphate resources which was unchanged from the 5.5 Mt as of December 31, 2024 because there
has been no exploration drilling in 2025. The Mineral Resources estimate for Haikou is based on factors related to geological and grade
models and the prospects of economic extraction. For further discussion of the material assumptions relied upon, please refer to Section
11 of the Technical Report Summary filed as Exhibit 15.6 to the 2024 Annual Report.
ICL
Group Limited 209
Mineral
Reserve Estimate
The
average quality of phosphate ore at Haikou is around 21.6% P2O5
and is divided into 3 grades: Grade I (highest grade) > 30% P2O5,
Grade II- 24-30% P2O5
and Grade III- 15-24% P2O5.
Phosphate is beneficiated in the scrubbing facility in the flotation plant, or in the grinding facility. The quantities and grades of
the calculated Mineral Reserves are those that are expected to be delivered to the beneficiation plants prior to application of metallurgical
recovery. The average metallurgical recovery through the beneficiation plants is 86.9%.
In
determining these reserves, a cut-off grade of 15% P2O5
was applied in accordance with the flotation plant capability to produce usable concentrate rock (28% P2O5),
which is the average quality required to produce phosphoric acid in the Yunnan region. The boundaries of the phosphate layers are physically
well defined and all phosphate rock above the cut-off grade is mined.
The
reported Mineral Reserve estimate was constrained by mining outlines and includes diluting materials and allowances for losses. The strip
ratio of overburden to phosphate rock is also considered and an upper limit of 2.2 bank cubic meters of overburden per tonne of phosphate
over the life of mine is used. All Proven Reserves were derived from the Measured Mineral Resource classification. The results of the
Mineral Reserve estimate are supported by the outcomes of an economic analysis completed in support of the operational business plan.
Based
on the Company's knowledge, we have all the government approvals and permits that are necessary for the reserves in China.
YPH
Haikou – Summary of Phosphate Mineral Reserves, at the end of the fiscal year ended December 31, 2025.
|
Amount
(Mt) |
Grades/
Qualities
(P2O5)
|
Contained
P2O5
(Mt) |
Contained
P2O5
Attributable to ICL (Mt) |
Cut-off
grades (P2O5)
|
Metallurgical
recovery (P2O5)
|
|
Proven mineral reserves |
40.5 |
21.6% |
8.7 |
4.4 |
15% |
86.9% |
|
Probable mineral reserves |
-
|
-
|
-
|
-
|
||
|
Total mineral reserves
|
40.5
|
21.6%
|
8.7
|
4.4
|
| (1) |
Classification of Mineral Reserves is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
Mineral Reserves were estimated by YPH and reviewed and accepted
by SLR. |
| (3) |
The point of reference for Mineral Reserves is defined at the
point where ore is delivered to the beneficiation plants. |
| (4) |
YPH is a consolidated subsidiary of ICL. The reported tonnages
and grades are on a 100% basis. The contained P2O5
attributable to ICL reflects the Company’s 50% interest. While YPH is consolidated into ICL’s financial statements, YYTH owns
a 50% minority interest in YPH. |
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (6) |
A minimum mining width of 1.0m was used. |
| (7) |
Mineral Reserves are estimated using an average of the previous
three years’ prices of $675/t FOB for acid products and $459/t FOB for fertilizer products and an exchange rate of 7.20 RMB per
US dollar. |
ICL
Group Limited 210
As
of December 31, 2025, Haikou had 40.5 Mt of phosphate reserves compared to 44.5 Mt as of December 31, 2024, a decrease of 9%, mainly due
to depletion from mining.
Based
on Mineral Reserves of 40.5 million tonnes, the life of mine schedule for Haikou runs from 2026 to 2042 (inclusive) and it assumes a reduction
of the mining rate at Haikou due to a permit requirement. To maintain current production capacity, additional phosphate rock for processing
can be procured from third parties. In addition, studies are being undertaken to assess the potential for mining phosphate rock at the
Baitacun deposit.
Assumptions
regarding the technical parameter analysis, forecasted product prices, production costs, permitting decisions, or other factors may positively
or negatively affect the reserves estimates. For further discussion of the material assumptions relied upon, please refer to Section 12
of the Technical Report Summary filed as Exhibit 15.6 to the 2024 Annual Report.
Logistics
YPH
holds the Haikou mine, beneficiation plants, the 3C chemical plant and two plants for production of downstream products – one located
close to the Haikou mine and the other in proximity to the Kunming airport.
Most
of the transport of raw materials from the Haikou beneficiation plants to the 3C chemical plant is executed via pipeline (slurry), whereas
a small part is transported by trucks.
Most
of the products are sold to the local market in northern China and are transported from the 3C chemical plant directly to customers, by
train or marine shipment, mainly from two exit ports, QinZhou port and Fangchengang, while a small part is transported by truck to customers
in the Yunnan region. Fangcheng port and Zhanjiang port are also used for importing sulphur, in the amount of approximately 630 thousand
tonnes per year, subject to YPH’s demand and existing sources.
Item 4A – UNRESOLVED
STAFF COMMENTS
Not
Applicable.
ICL
Group Limited 211
Item 5 – FINANCIAL
RESULTS AND BUSINESS OVERVIEW
| A. |
OPERATING RESULTS |
The
information included in the discussion and analysis below provides details on the information for the years ended December 31, 2025. and
December 31, 2024. Certain Information related to the year ended December 31, 2023 has not been included. It can be found in the Company's
filing of Form 20-F for the year ended December 31, 2024.
Principal
Factors affecting our Results of Operations and Financial Condition
Global
politics, macroeconomic divergence, ongoing conflicts, climate volatility, and evolving trade policies continue to shape our end markets
in 2025, influencing both agricultural demand fundamentals and input cost dynamics. Against this backdrop, global crop markets have remained
relatively weak, while fertilizer prices—following their sharp correction from the 2022–2023 peaks—stabilized throughout
2024 and have firmed in 2025 compared with 2024 levels. This combination of softer crop prices and strengthening fertilizer prices has
pressured farmer affordability, particularly for phosphate-based fertilizers. Elevated sulphur prices, a key raw material in phosphate
production, have contributed to higher phosphate costs, further tightening farmer margins and leading to more cautious purchasing patterns
and disciplined application decisions across several key regions. More broadly, pricing dynamics remain sensitive to weather disruptions,
energy markets, logistics constraints, and raw material volatility, reinforcing continued uncertainty across agricultural supply chains.
Global
inflation moderated further in 2025 compared with its post-pandemic highs, enabling additional policy rate cuts by major central banks,
including the US Federal Reserve and the European Central Bank. While monetary conditions have gradually eased, real interest rates remain
restrictive in several regions, and financing costs are still elevated relative to the pre-2020 period. Persistent structural pressures—tight
labor markets, higher wage baselines, fiscal deficits, and elevated sovereign debt—continue to constrain policy flexibility and
create a complex operating environment for capital-intensive industries.
Currency
markets introduced an additional layer of complexity in 2025. The weakening of the US dollar against major market currencies, including
a notable depreciation versus the Israeli shekel, has adversely impacted profitability for export-oriented operations with a cost base
partially denominated in stronger local currencies.
Heading
further into 2025, the global economy faces a more fragmented growth outlook. Geopolitical tensions in Eastern Europe and the Middle East,
alongside strategic competition among major economies, continue to pose risks to energy markets and global trade flows. Trade policy uncertainty
has increased, with the expansion and reconfiguration of tariffs, targeted export controls, and industrial policy measures influencing
cross-border investment and sourcing decisions. In particular, selective tariff increases and subsidy regimes in key markets are reshaping
supply chains, accelerating regionalization trends, and raising input costs in certain segments. Meanwhile, uneven growth in China, modest
expansion in the United States, and subdued momentum in parts of Europe contribute to continued variability in commodity demand and capital
investment, reinforcing the need for operational agility and disciplined cost management.
For
further information regarding Risks Related to our Industry and Business, see “Item 3 - Key Information— D. Risk Factors”.
ICL
Group Limited 212
As
a multinational company our financial results are affected by changes in the demand for basic agricultural products, global economic trends,
changes in terms of trade and financing, and fluctuations in currency exchange rates. As part of our business strategy implementation,
we take steps to adapt our marketing and production policies to evolving global market conditions, improve cash flow, diversify sources
of finance, strengthen our financial position, and optimize efficiency and minimize costs.
In
2025 and 2024, approximately 56% and 54%, respectively, of our total sales derived from production activities outside of Israel. In both
2025 and 2024, approximately 4% of our total sales derived from sales in Israel. There is not a single customer on which we are materially
dependent, or that accounted for more than 10% of the Company’s total sales in 2025.
Our
financial statements are presented in US dollars. Most sales are in dollars, with some in euros, and certain Israeli expenses in shekels.
Shekel devaluation improves profitability, while euro devaluation reduces it. In 2025, results were negatively affected by shekel appreciation
partially offset by the hedging impacts and the Brazilian real depreciation.
We
hedge certain exposures, including sales and operating expenses not denominated in our functional currency, particularly NIS and
other non-functional currencies, as well as exposure to marine transportation and energy prices. The extent of our hedging activities
is determined by management based on estimates of sales and operating expenses and expectations regarding market conditions.
For
further information, see “Item 5 – Financial Results and Business Overview— A. Operating Results” and "Item 11
- Quantitative and Qualitative Disclosures about Market Risk".
Energy
expenses represented approximately 7% and 6% of total operating costs in 2025 and 2024, respectively, reflecting a 28% year-over-year
increase, mainly driven by electricity and natural gas expenses.
ICL
is a major natural gas consumer in Israel and has transitioned key facilities to natural gas, reducing emissions, improving output quality,
and lowering maintenance costs. For further information, including details of the specific natural gas purchasing agreements undertaken
by the Company, see Note 18 to our Audited Financial Statements and “Item 4 - Information on the Company— B. Business Overview”
Marine
transportation expenses in 2025 and 2024 amounted to approximately $249 million and $287 million, respectively, comprising 4% of our total
operating costs for each year. The decrease is primarily attributed to decreasing marine transportation costs.
ICL
Group Limited 213
Industrial
Products segment Trends
ICL's
Industrial Products segment is closely tied to activity levels across various industries, including electronics, construction, automotive,
oil drilling, furniture, pharmaceutical, agro, textile and water treatment.
In
2025, approximately 46% of global bromine consumption was attributed to flame-retardants, around 22% was used in clear brine fluids, while
the remaining share was utilized in chemical intermediates, industrial applications, water treatment, and other specialized uses.
Below
are the trends of the business lines main activities:
Flame
retardants: In 2025, demand remained weak across all flame-retardant applications, mainly due to
subdued activity in end markets — particularly the building and construction sectors. This was largely driven by ongoing economic
challenges in China and Europe which negatively impacted consumer goods consumption.
ICL’s
phosphorus-based flame retardants also faced soft demand, compounded by global economic conditions and excess production capacity in China,
which exerted downward pressure on prices. However, ICL’s successful anti-dumping claims in the EU and US during 2024-2025 against
imports of tris (2-chloro-1-methylethyl) phosphate (TCPP) from China resulted in the EU imposing 63% duties and the US imposing 200% duties.
These trade measures supported stronger sales volumes and improved pricing during 2025.
While
regulatory pressure on plastic additives continues, emerging global trends such as electric vehicles (EV), automation, digitalization,
and energy-efficient construction are supporting growing demand for new flame retardants that meet evolving regulatory standards.
Industrial
solutions: In 2025, demand for elemental bromine remained soft, particularly in the flame retardants
and agro markets, reflecting global economic dynamics.
Demand in agro market was low, mainly due to high inventory levels in end markets. Industrial Services, specifically functional fluids, experienced stable demand. Similarly, clear brine fluids maintained steady demand, consistent with typical drilling activity cycles.
Demand in agro market was low, mainly due to high inventory levels in end markets. Industrial Services, specifically functional fluids, experienced stable demand. Similarly, clear brine fluids maintained steady demand, consistent with typical drilling activity cycles.
Specialty
minerals: In 2025, magnesia and calcium products were characterized by higher competition across
most applications. Solid MgCl2 - usage increased, mainly due to its expended use as a prime de-icer following a favorable winter season.
Since the end of 2022, Packed KCl market has experienced an excess supply of KCl which has significantly increased competition. Consequently,
we implemented a price reduction strategy in 2024, which enabled us to maintain our market share in 2025. In pure KCL, we experienced
increased demand, particularly for sodium replacer and pharmaceutical applications.
ICL
Group Limited 214
Potash
segment Trends
The
2024/25 and 2025/26 crop cycles benefited from mostly favorable weather, supporting yields in key regions, and generally weighing on prices.
While corn, wheat, and rice prices decreased by 2.1%, 9.7%, and 30.4% respectively year-over-year, soy price increased by 6.7% in 2025.
Corn
production for 2024/25 and 2025/26 crop cycles is projected at 1.2-1.3 billion tonnes, above the five-year average of 1.2 billion tonnes,
driven mostly by higher outputs in the Americas. In the US, planted area increased by 5% to 95-million acres in 2025/26, as farmers favoured
corn over soybeans due to growing concerns over US-China trade relations. Production was further supported by near-ideal growing conditions,
which boosted yields by 4% year-over-year. In Latin America, Brazil delivered a record 126 million tonnes during the 2025 Safrinha, and
Argentina produced 50 million tonnes despite early weather challenges.
Soy
production is also tracking higher, estimated at 427 million tonnes for 2024/25 and 426 million tonnes for 2025/26 (the prior five-year
average of 369 million tonnes). This growth is driven primarily by Brazil, reflecting expanded planted area, strong yields, and market
opportunism following strained US-China relations. Meanwhile, wheat production is recovering, with output estimated at 842 million tonnes
for 2025/26, supported by improved production in Europe and record levels in Australia.
Nevertheless,
rising consumption continues to tighten supply buffers. According to the US Department of Agriculture’s (USDA) January 2026 WASDE
report, the stock-to-use ratio is projected to decline to 26-27%, down from the five-year average of 29%. This indicates that the market
remains exposed to price volatility from any future supply disruption.
Global
potash market - average prices and imports:
|
Average prices |
2025
|
2024
|
VS
2024 |
|
Granular potash – Brazil |
CFR spot
($ per tonne) |
348
|
299 |
16.4% |
|
Granular potash – Northwest Europe
|
CIF spot/contract
(€ per tonne) |
355
|
349 |
1.7% |
|
Standard potash – Southeast Asia
|
CFR spot
($ per tonne) |
348
|
294 |
18.4% |
|
Potash imports |
||||
|
To Brazil |
million tonnes |
13.3
|
13.4 |
(0.7)% |
|
To China |
million tonnes |
12.8
|
12.6 |
1.6% |
|
To India |
million tonnes |
2.9
|
3.1 |
(6.5)% |
Sources:
CRU (Fertilizer Week Historical Price: December 2025), SIACESP (Brazil), United Port Services (Brazil), FAI (India), Chinese customs data,
Global Trade Tracker (GTT).
As
for potash, 2025 marked a turning point after two consecutive years of decreased prices. Early in the year, supply tightened following
Belaruskali's announcement of production cuts. At the same time, uncertainty emerged with the introduction of new US import tariffs, which
initially appeared to include Canadian MOP. Although potash was later exempt, global prices had already reacted upward. By the end of
the first quarter, spot prices for granular potash in Brazil and Europe, as well as standard potash in Southeast Asia, were 6-13% higher
quarter-over-quarter.
ICL
Group Limited 215
The
positive momentum strengthened through the second quarter of 2025, as favorable affordability and robust demand pushed spot prices even
higher. By mid-year, new contracts were concluded, first with India at $349/mt, and then with China at $346/mt, reflecting increases of
$65 and $73 /mt, respectively.
During
the second half of the year, sentiment weakened as softer agricultural fundamentals reduced fertilizer demand, causing most spot potash
prices to stabilize or decline in the third and fourth quarters. Nevertheless, the year closed on a positive note when China, facing low
inventories, agreed to a 2026 contract at $348/mt in late November.
Magnesium
Trends
In
2025, demand in the aluminum market, in which magnesium is utilized as a strengthening element, as well as in the automotive sector, was
relatively soft due to global economic uncertainty impacting end consumers.
Trends
affecting Phosphate Solutions segment
Key
phosphate fertilizer benchmarks recorded an average year-over-year increase of 20% in 2025. The market opened the year with strong momentum,
underpinned by favorable growing conditions, concerns over the impact of new tariffs, and limited international availability from China.
However, dynamics shifted notably midway through the third quarter as affordability concerns intensified. This sentiment shift triggered
a period of buyer caution and price corrections, creating a challenging environment for producers; finished fertilizer prices declined
just as raw material costs, specifically sulphur, surged, severely compressing industry margins. Developments in the key phosphate markets
are described below.
Throughout
2025, the Chinese government prioritized domestic fertilizer availability through stringent export management. During the first five months,
DAP/MAP exports dropped below 200,000 tonnes, a significant decline from the 1.6 million tonnes recorded in 2024 and the five-year average
of 2.4 million. This policy successfully mitigated domestic inflation, with local DAP benchmarks rising less than international prices,
despite an increase of exports of superphosphate and NP fertilizers.
Following
the easing of seasonal domestic demand, an export window opened between June and November. Shipments reached 4.9 million metric tonnes—marginally
exceeding the five-year average—which increased global supply and softened international prices. However, the government re-imposed
restrictions in the fourth quarter, signaling that 2026 may see stricter grade limitations and a more constrained export timeframe.
India’s
phosphate trade began 2025 on a subdued note, mirroring the slow start seen in China. Importers initially deferred purchases, anticipating
that weak demand in the first half would soften international pricing, a move intended to improve retail economics and alleviate government
subsidy pressures. However, this strategy proved ineffective. Restricted Chinese exports kept Indian inventories critically low just as
a robust monsoon catalyzed strong farm demand. Forced to rebuild stock aggressively, importers drove prices upward; DAP peaked at $812
per tonne in July 2025, approximately $260 above the previous year’s levels. Prices began to ease toward year-end; despite continued
firm local demand, improved stock levels and shifting international sentiment pressured values downward.
ICL
Group Limited 216
The
US phosphate market experienced significant volatility in 2025, defined by shifting trade policies and fluctuating agricultural economics.
While imports from Morocco and Russia have been subject to countervailing duties (CVDs) since 2020, the Trump Administration introduced
broad tariffs on most foreign phosphate suppliers in early 2025, raising import costs and supporting higher domestic prices. Despite these
measures, farmer sentiment remained strong in the first half of the year, supported by a weaker US dollar and improved agricultural export
economics. Consequently, US farmers planted more than 95 million acres of corn, a 5% year-over-year increase, which underpinned fertilizer
demand. As a result, DAP FOB NOLA prices rose from $578 per short tonne ($637/mt) at the end of 2024 to a peak of $805 per short tonne
($887/mt) in August 2025.
Market
dynamics shifted in the second half of the year, with DAP FOB NOLA prices corrected by $190 per short tonne ($209/mt) by year-end. While
seasonal price adjustments are typical, the magnitude of this decline was exacerbated by buyer caution and weaker-than-expected Autumn
Fill demand. Import data reflects this contraction, with DAP/MAP volumes for the first nine months down 40% year-over-year and 31% below
the five-year average. Regulatory developments also influenced the market significantly in the fourth quarter. In October, the US Senate
initiated an investigation into competition within the seed and fertilizer sectors; shortly thereafter, in November, the Administration
removed tariffs on most fertilizers.
Despite
a weather-delayed start to the year, Brazilian market liquidity improved consistently throughout the first quarter as conditions for the
Safrinha corn crop stabilized. Optimism regarding potential agricultural gains from US/China trade tensions fueled bullish sentiment,
driving importers to secure stock. This momentum pushed phosphate prices significantly higher; by the end of the second quarter, MAP and
TSP reached $755 per tonne and $595 per metric tonne, respectively, marking a year-on-year increase of approximately $140-145.
The
market trend reversed in the second half of the year as sentiment turned negative. MAP CFR Brazil peaked at $760/mt in early July before
undergoing a steady decline, ending the year at $630/mt. This correction was driven by a deterioration in fundamentals: expected benefits
from trade tensions failed to materialize as soybean prices underperformed and credit tightened. Simultaneously, firm import volumes led
to a buildup of domestic inventories. By year-end, high prices and affordability constraints had significantly altered the consumption
mix. Eleven-month data highlight a reduction in DAP/MAP imports relative to the five-year average, contrasted by growth in TSP and SSP
volumes as buyers pivoted toward more affordable alternatives.
The
Indian phosphoric acid price rose consistently throughout 2025 from $1,055 per tonne P2O5 in the first quarter, to $1,290 per metric tonne
P2O5 in the final quarter. Contracts are typically negotiated on a quarterly basis and tend to reflect movements in DAP/MAP prices, while
also being influenced by raw material cost trends.
Sulphur
availability and prices have posed serious concerns through 2025. Firm demand from the metals sector in Southeast Asia, and the phosphate
sector in China, coupled with tight availability, particularly from Russia and other countries in the Former Soviet Union (FSU), drove
FOB Middle East prices up from $165 per tonne at the end of 2024, to $515 per tonne by the end of 2025.
Global
Phosphate commodities market - average prices:
|
Average prices |
$ per tonne |
2025
|
2024
|
VS
2024 |
|
DAP |
CFR India Spot |
720
|
587 |
23% |
|
TSP |
CFR Brazil Spot |
555
|
465 |
19% |
|
SSP |
CPT Brazil inland 18-20% P2O5 Spot |
296
|
283 |
5% |
|
Sulphur |
Bulk FOB Adnoc monthly contract |
286
|
100 |
186% |
Source:
CRU (Fertilizer Week Historical Prices, December 2025).
In
2025, global phosphate specialties sales increased year-over year despite a continued competitive market environment. Prices experienced
pressure due to overcapacity in the market resulting from new production capacities and lower input costs. Furthermore, slow economic
growth rates fueled competition for market share and volumes. Food-grade white phosphoric acid sales were stable compared to 2024, with
higher volume offset by lower selling prices. Volumes for industrial specialties and food products experienced a significant uptick during
the year, while prices decreased in line with raw material costs. The Battery Materials market in China experienced an upward trend, with
demand increasing at higher prices compared to the previous year.
ICL
Group Limited 217
Growing
Solutions Segment Trends
The
Growing Solutions segment serves the agriculture and Turf & Ornamental markets. A key trend is the expansion of traditional commodity
producers into specialty fertilizers, offering more specialized and higher-value products. Additionally, the industry is witnessing consolidation
through acquisitions and mergers, with larger players absorbing smaller specialty fertilizer companies worldwide.
Specialty
Agriculture Markets:
The
Specialty agriculture markets encompass open-field crops such as rice, corn, potatoes, vegetables, fruits, as well as orchards and greenhouses.
Our
product portfolio for this sector includes eight main groups: (1) soluble fertilizers, including water-soluble straights like MKP, MAP
and PeKacid, along with water soluble NPK blends (WSNPK); (2) Micronutriants; (3) controlled release fertilizers (CRF); (4) liquid NPKs;
(5) seed treatment; (6) biostimulants; (7) adjuvants; and (8) soil conditioners.
The
specialty agriculture markets continue to grow steadily, driven by rising global population, limited arable land, and evolving regulatory
frameworks. Increasingly stringent regulations at local and national levels are encouraging more efficient fertilizer use, such as China’s
restrictions on nitrogen application and measures to limit nitrogen leaching across several European countries. Demand remains particularly
strong in key markets like China, India, and Brazil, while Europe shows more moderate growth. However, the growth of Controlled Release
Fertilizers (CRF) in Europe is expected to be robust, supported by initiatives such as the European Green Deal and the Farm to Fork strategy.
The
Controlled Release Fertilizer (CRF) market is expanding globally, with notable growth in China, where both demand and production capacity
have risen significantly – driven primarily by producers like Kingenta and Moith. In the US, the market is also growing, although
capacity expansion is mainly focused on lower-grade CRFs from companies such as Nutrien and Pursell. In Brazil, CRF adoption is accelerating
rapidly, supported by the region’s challenging climate and poor soil conditions. While field trials have demonstrated the clear
economic and environmental benefits of CRF use, broader adoption remains limited due to its higher cost relative to traditional fertilizers.
In
October 2024, the EU Commission published new biodegradability criteria for coating agents used in Controlled Release Fertilizers (CRFs),
which will take effect on October 17, 2028. From that date, all CRFs sold in the EU must comply with these standards. In response, the
Company has developed innovative biodegradable CRF technologies under the eqo.x and eqo.s brands, ensuring compliance ahead of the regulatory
deadline.
The
soluble fertilizer market continues to evolve, with some commodity- focused producers enhancing their presence in specialty fertilizers.
In China, government's policies aimed at improving fertilizer efficiency and reducing overall consumption have led to a sharp increase
in WSNPK blending supply. Similarly, in India, the adoption of drip irrigation systems is accelerating the shift toward water-soluble
fertilizers, which are seen as more efficient than conventional fertilizers. Consequently, compound NPK producers are exploring new growth
opportunities, contributing to increased WSNPK supply.
ICL
Group Limited 218
In
China, rising demand for specialty fertilizers is driven by the expansion of high-value crops, which offer promising returns. At the same
time, shifts in farming practices — driven by weather variability, diverse crop types, and a shrinking agricultural labor force
— are increasing reliance on drip irrigation. These trends are solidifying China's position as the world’s largest fertigation
market.
Turf
and Ornamental Horticulture Markets:
Turf
and Landscape
The
segment’s Turf and Landscape business serves the professional turf market (including golf courses and sports fields) as well as
the landscape and lawn care markets.
In
2025, the professional turf market experienced stronger demand during the spring compared to 2024, with notable growth across most product
categories –particularly in the professional sport and golf sectors. Favorable and mild weather conditions early in the year led
to an earlier start to the fertilizer application season. However, mid-year granular fertilizers applications were somewhat limited due
to drought conditions in Europe, which shifted demand toward liquid fertilizers and water conservations agents. The market continues to
show growing interest in sustainable solutions, such as controlled release fertilizers and biostimulants. ICL offers a wide range portfolio
of professional turf products to create a full integrated turf management program to keep grass strong and healthy.
The
landscape and lawn care market in Europe remained affected by cautious consumer sentiment during most of 2025. High inflation over recent
years and increased living costs continued to limit spending on gardening and landscaping services. Additionally, dry summer conditions
further reduced applications volumes in the lawn service business. A modest recovery was observed in the second half of the year as conditions
began to improve.
Ornamental
Horticulture
The
Ornamental Horticulture market includes container nursery growers, as well as producers of potted and bedding plants (typically grown
in greenhouses).
At
the beginning of 2025, demand in the ornamental horticulture market remained generally stable compared to 2024, particularly across Europe
and North America. Consumer sales of green goods varied significantly by country and region, leading to different levels of potting activities.
In mid-2025, green goods sales began to slow slightly. As a result, some distributors carried lower inventories of inputs during the second
half of the year, having reduced higher-cost inventories toward the end of 2024.
FertilizerpluS
Markets:
In
2025, demand for FertilizerpluS products, particularly Polysulphate standard and Polysulphate granular, remained relatively stable compared
to 2024. India and North America continued to show growing adoption to these products, while Europe remained the largest market.
ICL
Group Limited 219
Adjustments
to reported operating and net income (non-GAAP financial measures)
We
disclose in this Annual Report non-IFRS financial measures titled adjusted operating income and adjusted net income attributable to the
Company’s shareholders. Our management uses these adjusted measures to facilitate operating performance comparisons from period
to period. We calculate our adjusted operating income by adding certain items, as set forth in the reconciliation table below. Some of
these items may recur. We calculate our adjusted net income attributable to the Company’s shareholders by adding certain items,
as set forth in the reconciliation table below, excluding the total tax impact of such adjustments.
You
should not view adjusted operating income or adjusted net income attributable to the Company’s shareholders as a substitute for
operating income or net income attributable to the Company’s shareholders as determined in accordance with IFRS, and you should
note that our definitions of adjusted operating income and adjusted net income attributable to the Company’s shareholders 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 and adjusted
net income attributable to the Company’s shareholders 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 its management's performance. We believe that these non-IFRS measures provide useful information to
investors because they improve the comparability of our financial results over periods and provide for greater transparency of key measures
used to evaluate our performance.
The
table below reconciles total adjusted operating income and total adjusted net income attributable to the shareholders of the Company,
to the comparable IFRS measures:
|
For
the Year Ended December 31, | ||||
|
2025
|
2024
|
2023
|
||
|
US$
millions | ||||
|
Operating income
|
580
|
775
|
1,141
|
|
Charges related to the security situation
in Israel (1) |
54
|
57 |
14 |
|
Impairment and write-off of assets and provision
for site closure (2) |
131
|
35 |
49 |
|
Provision for early retirement (3)
|
28
|
4 |
16 |
|
Legal proceedings, dispute, and other settlement
expenses (4) |
80
|
2
|
(2)
|
|
Total adjustments to operating
income |
293
|
98
|
77
|
|
Adjusted operating income
|
873
|
873
|
1,218
|
|
Net income attributable
to the shareholders of the Company |
226
|
407 |
647 |
|
Total adjustments to operating income
|
293
|
98 |
77 |
|
Total tax adjustments (5)
|
(54)
|
(21)
|
(9)
|
|
Total adjusted net income
- shareholders of the Company |
465
|
484
|
715
|
| (1) |
For 2025, 2024 and 2023, 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. For 2023, reflects mainly a write-off of assets related to restructuring
at certain sites, including site closures and facility modifications as part of the Company’s global efficiency plan. |
| (3) |
For 2025, 2024 and 2023, 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. For 2023, reflects a reversal of a legal provision. |
| (5) |
For 2025, 2024 and 2023, reflects the tax impact of adjustments
made to operating income. |
ICL
Group Limited 220
Results
of Operations
In
our year‑over-year comparisons, we present 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 main trends' impact on our businesses. We have also based the following
discussion on our financial statements, and as such, you should read such discussion together with them.
We
have elected to omit discussion on the earliest of the three years covered by the consolidated financial statements presented. Refer to
"Item 5 - Financial Results and Business Overview" located in our Form 20-F for the fiscal year ended December 31, 2024, filed on March
13 ,2025, for reference to discussion of the fiscal year ended December 31, 2024, the earliest of the three fiscal years presented.
Set
forth below are our results of operations for the years ended December 31, 2025 and 2024.
|
For
the Years Ended December 31, |
%
Increase
(Decrease)
| ||
|
2025
|
2024
| ||
|
$ millions
|
$ millions
|
||
|
Sales |
7,153
|
6,841 |
5% |
|
Cost of sales |
4,967
|
4,585
|
8% |
|
Gross profit |
2,186
|
2,256 |
(3)% |
|
Selling, transport and marketing expenses
|
1,114
|
1,114 |
0% |
|
General and administrative expenses
|
299
|
259 |
15% |
|
Research and development expenses |
70
|
69 |
1% |
|
Other expenses |
161
|
60 |
168% |
|
Other income |
(38)
|
(21)
|
81% |
|
Operating income
|
580
|
775
|
(25)% |
|
Finance expenses |
298
|
181 |
65% |
|
Finance income |
(159)
|
(41)
|
288% |
|
Finance expenses, net
|
139
|
140 |
(1)% |
|
Share in earnings of equity-accounted investees
|
-
|
1
|
(100)% |
|
Income before taxes on
income |
441
|
636 |
(31)% |
|
Taxes on income |
161
|
172
|
(6)% |
|
Net income |
280
|
464 |
(40)% |
|
Net income attributable to non-controlling
interests |
54
|
57
|
(5)% |
|
Net income attributable
to shareholders of the Company |
226
|
407 |
(44)% |
|
Earnings per share attributable
to shareholders of the Company: |
|||
|
Basic earnings per share (in dollars)
|
0.18
|
0.32 |
(44)% |
|
Diluted earnings per share (in dollars)
|
0.18
|
0.32 |
(44)% |
ICL
Group Limited 221
Results
of operations for the Year 2025
|
Sales
|
Expenses
|
Operating
income |
||
|
$ millions
|
||||
|
YTD 2024 figures
|
6841
|
(6,066)
|
775
|
|
|
Total adjustments YTD 2024* |
- |
98
|
98
|
|
|
Adjusted YTD 2024 figures
|
6,841
|
(5,968)
|
873
|
|
|
Quantity |
(56)
|
30
|
(26)
|
 |
|
Price |
298
|
- |
298
|
 |
|
Exchange rates |
70
|
(113)
|
(43)
|
|
|
Raw materials |
- |
(129)
|
(129)
|
|
|
Energy |
- |
(2)
|
(2)
|
|
|
Transportation |
- |
34
|
34
|
|
|
Operating and other expenses |
- |
(132)
|
(132)
|
|
|
Adjusted YTD 2025 figures
|
7,153
|
(6,280)
|
873
|
|
|
Total adjustments YTD 2025* |
- |
(293)
|
(293)
|
|
|
YTD 2025 figures
|
7,153
|
(6,573)
|
580
|
*
See "Adjustments to reported operating and net income (non-GAAP)" above.
| - |
Quantity –
The negative impact on operating income was mainly due to lower sales volumes of potash, bromine-based flame retardants, elemental bromine
and FertilizerpluS products. This was partially offset by higher sales volumes of WPA, food specialties, phosphate fertilizers, industrial
salts, MAP used as raw materials for energy storage solutions, phosphorus-based flame retardants, clear brine fluids and specialty agriculture
products. |
| - |
Price –
The positive impact on operating income was primarily related to an increase of $34 in the potash price (CIF) per tonne, as well as higher
selling prices of phosphate fertilizers, specialty agriculture products, FertilizerpluS products, bromine- and phosphorus-based flame
retardants, elemental bromine, and specialty minerals products. This was partially offset by lower selling prices of food specialties
and WPA. |
| - |
Exchange rates
– The unfavorable impact on operating income was mainly due to higher operational costs resulting mainly 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. This
impact was partially offset by a favorable impact from the Brazilian real depreciation. |
| - |
Raw materials
– The negative impact on operating income was primarily related to higher costs of sulphur, commodity fertilizers and nitrogen.
This was partially offset by lower costs of ammonia and raw materials used in the production of industrial solutions products. |
| - |
Transportation
– The positive impact on operating income was due to reduced marine transportation costs, primarily to Brazil, China and India.
|
| - |
Operating and other
expenses – The negative impact on operating income was primarily related to higher maintenance and operational costs, as
well as higher royalties' payments. |
ICL
Group Limited 222
Financing
Expenses, Net
Net
financing expenses for the year ended December 31, 2025, amounted to $139 million compared to $140 million in 2024, a decrease of $1 million.
Tax
Expenses
In
2025, the Company’s reported tax expenses totaled $161 million, compared to $172 million in 2024, reflecting an effective tax rate
of 37% and 27%, respectively. The relatively higher effective tax rate in 2025 was primarily attributable to the recognition of an impairment
in our UK operation for which no deferred tax benefit was recorded.
Government
Takes
The
following table sets forth the total Government Takes (GT) the Company paid to the State of Israel in 2025, 2024 and 2023:
|
Year Ended December 31,
|
$ millions
|
NIS
millions |
|
2025 |
442 |
1,524 |
|
2024 |
364 |
1,348 |
|
2023 |
652 |
2,399 |
The
GT include, among others, royalties, leases, dividend withholding tax, payroll taxes and social security and payments relating to taxes,
including advances regarding the Surplus Profit Levy.
Expected
Expenses for Equity and Cash Compensation Plans
Based
on existing grants under the amended 2014 Equity Compensation Plan, the expected total expenses for the periods ending December 31, 2026,
December 31, 2027, and December 31, 2028, are approximately $9 million, $3 million, and $1 million, respectively. For further information,
see Note 19 to our Audited Financial Statements.
ICL
Group Limited 223
Segment
Information
Segment
revenue, expenses and results include inter-segment transfers, which are based on transactions prices in the ordinary course of business.
This is aligned with reports that are regularly reviewed by the Chief Operating Decision Maker. Inter-segment transfers are eliminated
as part of the financial statements' consolidation process.
Industrial
Products segment - Results of operations for the year 2025
|
2025
|
2024
| |
|
$ millions
|
$ millions
|
|
Segment Sales |
1,254
|
1,239 |
|
Sales to external customers
|
1,238
|
1,220 |
|
Sales to internal customers
|
16
|
19 |
|
Segment Operating Income
|
220
|
224 |
|
Depreciation and amortization |
60
|
57 |
|
Segment EBITDA |
280
|
281 |
|
Capital expenditures |
81
|
94 |
Below
is a geographical breakdown of our sales to external customers, by customer location:
|
Year
Ended December 31, | ||
|
2025
|
2024
| |
|
$ millions
|
$ millions
| |
|
Asia |
403
|
438 |
|
Europe |
382
|
388 |
|
North America |
389
|
327 |
|
South America |
21
|
20 |
|
Rest of the world |
43
|
47
|
|
Total |
1,238
|
1,220 |
ICL
Group Limited 224
|
Sales
|
Expenses
|
Operating
income |
||
|
$ millions
|
||||
|
YTD 2024 figures
|
1,239
|
(1,015)
|
224
|
|
|
Quantity |
(58)
|
42
|
(16)
|
|
|
Price |
63
|
-
|
63
|
|
|
Exchange rates |
10
|
(23)
|
(13)
|
|
|
Raw materials |
- |
11
|
11
|
|
|
Energy |
- |
(2)
|
(2)
|
|
|
Transportation |
- |
1
|
1
|
|
|
Operating and other expenses |
-
|
(48)
|
(48)
|
|
|
YTD 2025 figures
|
1,254
|
(1,034)
|
220
|
| - |
Quantity –
The negative impact on operating income was primarily related to a decrease in sales volumes of bromine-based flame retardants, elemental
bromine and phosphorus-based industrial solutions. This impact was partially offset by higher sales volumes of phosphorus-based flame
retardants and clear brine fluids. |
| - |
Price –
The positive impact on operating income was due to higher selling prices of elemental bromine, phosphorus- and bromine-based flame retardants
and specialty minerals. This was partially offset by decreased prices of clear brine fluids. |
| - |
Exchange rates
– The negative impact on operating income was mainly due to higher operational cost resulted from the appreciation of the average
exchange rate of the Israeli shekel and the euro against the US dollar, partially offset by higher sales driven by the stronger euro.
|
| - |
Raw materials
– The positive impact on operating income was driven by decreased raw materials costs. |
| - |
Operating and other
expenses – The negative impact on operating income was primarily related to higher operational expenses. |
ICL
Group Limited 225
Potash
segment - Results of operations for the year 2025
|
2025
|
2024
| |
|
$ millions
|
$ millions
|
|
Segment Sales |
1,714
|
1,656 |
|
Potash sales to external
customers |
1,308
|
1,237 |
|
Potash sales to internal
customers |
89
|
95 |
|
Other and eliminations (1)
|
317
|
324 |
|
Gross Profit |
622
|
650 |
|
Segment Operating Income
|
298
|
250 |
|
Depreciation and amortization |
254
|
242 |
|
Segment EBITDA |
552
|
492 |
|
Capital expenditures |
367
|
332 |
|
Potash price - CIF ($ per tonne) |
333
|
299 |
| (1) |
Primarily includes salt produced in Spain, metal magnesium-based
products, chlorine, and sales of excess electricity produced by ICL’s power plant at the Dead Sea in Israel. |
Below
is a geographical breakdown of our sales to external customers by customer location:
|
Year
Ended December 31, | ||
|
2025
|
2024
| |
|
$ millions
|
$ millions
| |
|
Europe |
443
|
405 |
|
South America |
421
|
401 |
|
Asia |
390
|
352 |
|
North America |
175
|
202 |
|
Rest of the world |
102
|
102
|
|
Total |
1,531
|
1,462 |
ICL
Group Limited 226
|
Sales
|
Expenses
|
Operating
income |
||
|
$ millions
|
||||
|
YTD 2024 figures
|
1,656
|
(1,406)
|
250
|
|
|
Quantity |
(60)
|
38
|
(22)
|
|
|
Price |
102
|
- |
102
|
|
|
Exchange rates |
16
|
(31)
|
(15)
|
|
|
Raw materials |
- |
3
|
3
|
|
|
Energy |
- |
(9)
|
(9)
|
|
|
Transportation |
- |
24
|
24
|
|
|
Operating and other expenses |
- |
(35)
|
(35)
|
|
|
YTD 2025 figures
|
1,714
|
(1,416)
|
298
|
| - |
Quantity –The
negative impact on operating income was primarily due to lower potash sales volumes in the US, as well as decreased sales volumes of magnesium,
partially offset by higher potash sales volumes, mainly in Europe and India. |
| - |
Price –The
positive impact on operating income was primarily driven by a $34 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, partially offset by higher sales driven by the stronger euro and
pound. |
| - |
Energy –
The negative impact on operating income was primarily due to higher water fees. |
| - |
Transportation –
The positive impact on operating income was primarily due to reduced marine transportation costs, primarily to Brazil, China and India.
|
| - |
Operating and other
expenses –The negative impact on operating income was primarily related to higher maintenance and operational costs,
as well as higher royalties' payments. |
ICL
Group Limited 227
Potash
– Production and Sales
|
Thousands of Tonnes
|
2025
|
2024
|
|
Production |
4,377
|
4,502 |
|
Total sales (including internal sales)
|
4,320
|
4,556 |
|
Closing inventory |
286
|
229 |
| - |
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. |
Phosphate
Solutions segment - Results of operations for the year 2025 (1)
|
2025
|
2024
| |
|
$ millions
|
$ millions
|
|
Segment Sales |
2,333
|
2,215 |
|
Sales to external customers
|
2,156
|
2,049 |
|
Sales to internal customers
|
177
|
166 |
|
Segment Operating Income
|
342
|
358 |
|
Depreciation and amortization
|
186
|
191 |
|
Segment EBITDA |
528
|
549 |
|
Capital expenditures |
336
|
340 |
| (1) |
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 represented $322 million of EBITDA.
|
Below
is a geographical breakdown of our sales to external customers, by customer location:
|
Year
Ended December 31, | ||
|
2025
|
2024
| |
|
$ millions
|
$ millions
| |
|
Asia |
687
|
594 |
|
North America |
573
|
567 |
|
Europe |
454
|
478 |
|
South America |
340
|
306 |
|
Rest of the world |
102
|
104
|
|
Total |
2,156
|
2,049 |
ICL
Group Limited 228
|
Sales
|
Expenses
|
Operating
income |
||
|
$ millions
|
||||
|
YTD 2024 figures
|
2,215
|
(1,857)
|
358
|
|
|
Quantity |
27
|
(6)
|
21
|
|
|
Price |
73
|
- |
73
|
|
|
Exchange rates |
18
|
(21)
|
(3)
|
|
|
Raw materials |
- |
(96)
|
(96)
|
|
|
Energy |
- |
(1)
|
(1)
|
|
|
Transportation |
- |
9
|
9
|
|
|
Operating and other expenses |
- |
(19)
|
(19)
|
|
|
YTD 2025 figures
|
2,333
|
(1,991)
|
342
|
| - |
Quantity –
The positive impact on operating income was primarily due to higher sales volumes of phosphate fertilizers, WPA, phosphate-based food
additives, salts and MAP used as raw materials for energy storage solutions. |
| - |
Price –
The positive impact on operating income was primarily related to higher selling prices of phosphate fertilizers and MAP used as raw materials
for energy storage solutions. This was partially offset by lower selling prices of phosphate-based food additives, WPA and salts.
|
| - |
Exchange rates
– The unfavorable impact on operating income was mainly due to higher operational costs resulting mainly from the appreciation of
the average exchange rate of the euro and the Israeli shekel against the US dollar. This impact was partially offset by higher sales resulting
mainly from the appreciation of the British pound. |
| - |
Raw materials
– The negative impact on operating income was primarily due to higher costs of Sulphur, partially offset by lower cost of ammonia.
|
| - |
Transportation
– The positive impact on operating income was due to a decrease in marine and inland transportation costs. |
| - |
Operating and other
expenses – The negative impact on operating income was primarily related to higher maintenance and operational expenses.
|
ICL
Group Limited 229
Growing
Solutions segment - Results of operations for the year 2025
|
2025
|
2024
| |
|
$ millions
|
$ millions
|
|
Segment Sales |
2,063
|
1,950 |
|
Sales to external customers
|
2,048
|
1932 |
|
Sales to internal customers
|
15
|
18 |
|
Segment Operating Income
|
135
|
128 |
|
Depreciation and amortization |
78
|
74 |
|
Segment EBITDA |
213
|
202 |
|
Capital expenditures |
95
|
98 |
Below
is a geographical breakdown of our sales to external customers, by customer location:
|
Year
Ended December 31, | ||
|
2025
|
2024
| |
|
$ millions
|
$ millions
| |
|
Europe |
766
|
727 |
|
South America |
651
|
627 |
|
Asia |
270
|
248 |
|
North America |
204
|
168 |
|
Rest of the world |
157
|
162
|
|
Total |
2,048
|
1,932 |
ICL
Group Limited 230
|
Sales
|
Expenses
|
Operating
income |
||
|
$ millions
|
||||
|
YTD 2024 figures
|
1,950
|
(1,822)
|
128
|
|
|
Quantity |
1
|
(1)
|
- |
 |
|
Price |
92
|
- |
92
|
|
|
Exchange rates |
20
|
(19)
|
1
|
|
|
Raw materials |
- |
(79)
|
(79)
|
|
|
Energy |
- |
10
|
10
|
|
|
Operating and other expenses |
- |
(17)
|
(17)
|
|
|
YTD 2025 figures
|
2,063
|
(1,928)
|
135
|
| - |
Price –
The positive impact on operating income was due to higher selling prices of specialty agriculture, turf and ornamental and FertilizerpluS
products. |
| - |
Exchange rates
– The favorable impact on operating income was mainly due to the appreciation of the average exchange rate of the euro and the Israeli
shekel against the US dollar, partially offset by the depreciation of the Brazilian real. |
| - |
Raw materials
– The negative impact on operating income was primarily related to higher costs of commodity fertilizers, sulphur and nitrogen.
|
| - |
Energy - The
positive impact on operating income was primarily due to decreased electricity and gas prices. |
| - |
Operating and other
expenses – The negative impact on operating income was primarily related to higher maintenance and operational costs.
|
ICL
Group Limited 231
B. LIQUIDITY AND CAPITAL RESOURCES
Overview
As
of December 31, 2025, ICL had a balance of $496 million in cash, cash equivalents, short-term investments and deposits. In addition,
the Company has long‑term credit facility totaling about $1.55 billion and a securitization facility of $350 million. As of December
31, 2025, the Company had utilized approximately $497 million and $325 million of these facilities, respectively.
Furthermore,
our net financial liabilities were $2,260 million, including $1,880 million in long‑term debt (excluding current maturities) and
$876 million in short‑term debt (including current maturities of long‑term debt). The long-term debt consists of debentures
totaling $1,138 million and loans from financial institutions and lease liabilities totaling $742. Short‑term debt consists of $439
million in short-term loans from financial institutions and $437 million in current maturities of debentures, loans and lease liabilities.
For more information about the currencies in which the Company's liabilities are denominated and their interest rates, see Note 13
to our Audited Financial Statements.
We
aim to secure sources of financing for our operating activities and investments while diversifying the sources of financing among various
financial instruments, and between local and international financing entities. The Company's sources of financing are short and long‑term
loans from banks (mainly international banks) and institutional entities in Israel, debentures issued to institutional investors in Israel
and the United States, and securitization of customer receivables. The Company utilizes the various financing facilities according to
our cash flow requirements, their respective costs and market conditions.
We
regularly evaluate our capital structure and explore financing transactions to strengthen our balance sheet, including those that reduce
leverage, interest rates and/or extend maturities. We may also continue to make debt or equity purchases from time to time, or seek to
raise additional debt or equity capital, depending on market conditions.
We
believe that our sources of liquidity and capital resources, including working capital, are adequate for our current requirements and
business operations and should be adequate to satisfy our anticipated working‑capital requirements during the next twelve months,
along with our capital expenditures and other current corporate needs.
Distributions
of dividends to ICL from its subsidiaries and transfers of funds through certain countries may, under certain circumstances, result in
the creation of tax liabilities. However, taxation on dividend distributions and funds transfers have not had, and are not expected to
have, a material impact on our ability to meet our cash obligations.
As
of December 31, 2025, we had no material off-balance sheet arrangements other than the amounts described in Note 18A to our Audited Financial
Statements.
The
Company’s primary contractual obligations consist of commitments to purchase raw materials and energy in the ordinary course as
well as agreements to secure its gas supply needs. For information about the Company's contractual obligations, see Note 18 to our Audited
Financial Statements.
ICL
Group Limited 232
Credit
Facilities
Sustainability-linked
Revolving Credit Facility (RCF)
In
April 2023, the Company entered into a $1,550 million Sustainability-Linked Revolving Credit Facility Agreement between its subsidiary
ICL Finance B.V., as borrower, and a consortium of twelve international banks. In April 2024, all participating banks agreed to extend
the RCF agreement for an additional year until April 2029. In April 2025, eleven of the participating banks agreed to extend the RCF agreement
for an additional year until April 2030. As a result, effective April 2029, the credit facility amount will be $1,400 million. As of December
31, 2025, the Company had utilized about $497 million of its 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.
Debentures
In
May 2025, the Company completed an expansion of its Series G debentures in Israel, in the amount of NIS 850 million (approximately $236
million). Following the expansion, the total outstanding principal of the Series G debentures amounts to NIS 1,570 million (approximately
$436 million). The Series G debentures have been rated "ilAA" by Standard & Poor's Maalot rating agency.
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.
For
further information, see Note 13 to our Audited Financial Statements.
ICL
Group Limited 233
Ratings
and financial covenants
S&P
In
July 2025, the S&P credit rating agency reaffirmed the Company’s international credit rating and senior unsecured rating of
'BBB-'. In addition, the S&P Maalot credit rating agency reaffirmed the Company’s credit rating of 'ilAA' with a stable rating
outlook.
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.
Financial
Covenants
For
a description of material financial covenants in the Company’s loan agreements and any potential risk relating to compliance with
them, credit facilities, sale of receivables under securitization transactions and information on material loans and debentures outstanding
as of December 31, 2025, see Note 13 to our Audited Financial Statements.
Sources
and Uses of Cash
The
following table sets forth our cash flow for the periods indicated:
|
Year
Ended December 31, | ||
|
2025
|
2024
| |
|
$ millions
|
$ millions
| |
|
Net cash provided by operating activities
|
1,056
|
1,468 |
|
Net cash used in investing activities
|
(915)
|
(694) |
|
Net cash used in financing activities
|
(195)
|
(846) |
Operating
Activities
Operating
Activity decreased by $412 million, primarily due to net changes in operating assets and liabilities, as well as higher taxes paid.
Investing
Activities
Net
cash used in investing activities increased by $221 million mainly due to changes in investments in deposits and higher purchases for
property, plant and equipment.
Financing
Activities
Net
cash used in financing activities decreased by $651 million mainly due to receipts of short debt and changes in credit facilities.
ICL
Group Limited 234
Principal
Capital Expenditures
ICL
incurred capital expenditures of $624 million and $902 million for the years ended December 31, 2025, and 2024, respectively, which
include investments in fixed and intangible assets. These amounts non-cash include investments related to lease agreements under IFRS
16 and the capitalization of expenses.
ICL’s
principal capital expenditure over the last three years have consisted of work on the following main projects:
Salt
harvesting in the Dead Sea. The Salt Harvest Project aims to provide a permanent solution to the
rising water level of Pond 5 and preserve the water level at its maximum height (15.1 meters) by harvesting salt from this pond and transferring
it to the Dead Sea's northern basin. According to an agreement with the Israeli government, the planning and execution of the Salt Harvest
Project is performed by DSW. Since 2022, the volume of brines in Pond 5 has been preserved by the Salt Harvest Project. The Company and
the State of Israel bear 80% and 20%, respectively, of the Permanent Solution's cost. However, the State's share will not exceed NIS 1.4
billion.
New
harvesters for DSW. ICL Dead Sea’s raw material plant operates several floating barges that
supply Carnallite to the production plants. In order to ensure continuous operation, the Company initiated a project for the construction
of two new harvesters to replace the older ones. This investment will ensure the standardization of the harvesters' fleet and increase
the reliability of the raw-material supply to production plants to support the Company's production goals.
New
WSNPK Plant in India. Considering the increased demand for water soluble fertilizers (WSNPK) in India,
following the growing use in drip irrigation systems, the Company has decided to establish a production facility near Pune, India, with
a production capacity of 30kt. This facility will produce WSNPK using both local and imported raw materials, ensuring supply continuity
and competitive pricing in this rapidly growing market.
LFP
battery production in China. The Company operates two MAP plants, with a total annual capacity of
130 thousand tonnes, for battery minerals and fertilizers. 70 thousand tonnes of the total capacity derives from a new plant that began
operating in 2022.
Investment
in EHS related activities. We continuously invest in capital projects related to environmental protection,
health and safety and in their proactive management. Over the next few years, we intend to invest significant capital to further reduce
our air emissions, treat hazardous materials and reduce our overall negative environmental impact. These include investments that are
required to comply with the Israeli Clean Air Law, European environmental regulations and other applicable regional environmental regulations.
Three
emission treatment precipitators. To meet the emissions requirements of the Israeli Clean Air Law,
it is essential to upgrade the system for gas treatment of the carnallite dryers by constructing three wet electrostatic precipitators
(one for each dryer). The project was completed during 2025.
The
Company finances its capital expenditures from cash flow from operations and from credit facilities.
ICL
Group Limited 235
C.
RESEARCH AND DEVELOPMENT, INTELLECTUAL PROPERTY AND LICENSES, ETC.
Research
and development
ICL’s
R&D and Innovation (RD&I) activities are part of our global strategic plan and include product, formulation, and process developments.
The activities include internal research and collaborative research with universities, institutes, and start-ups. Our RD&I aims to
create new products and solutions to address current and future market and customer needs and identify new uses for our core minerals
and derivatives. The Company’s core RD&I activities support each of our business segments. The longer-term strategic projects,
digital platforms, and technological solutions for farmers and agronomists are coordinated at the corporate level.
Fields
of RD&I include:
Next
Generation Fertilization: nutrient use efficiency, biodegradable coatings; nutrient sensing; growth
enhancers; nitrogen fixation, recycled nutrients and soil health.
Food
Technology: texture improvement, stabilization, salt reduction, shelf-life extension and alternative
proteins.
E-mobility/Sustainability:
production of battery-grade MAP that are used as raw materials for energy storage solutions; hydrogen
carriers for fuel cells; lithium battery recycling; recycling technologies for other materials.
Novel
Materials: flame retardants; paints & coatings additives; biocides; post-harvest solutions.
Circular
economy: waste to product; recycling; efficiency improvement.
Industry
4.0: IOT concepts in
manufacturing, safety and environment; machine learning and AI technologies for manufacturing optimization and product development.
Digital
Agricultural Suite:
ICL’s
Digital Agricultural Suite continues to evolve in our mission to integrate multiple precision agricultural technologies (sensors, imagery,
and others) with additional agronomical research data from multiple partners.
Digital
technology developed by ICL digests data from multiple sources, automatically aggregating, standardizing and processing it to create one
harmonized data lake with powerful AI/machine learning engines. Those powerful engines enable us to deploy advanced data-driven solutions
that drive real-time agronomic decision-making, such as increasing crop yields and farmer's profitability. An increasing number of global
partners are joining our revolutionary digital platform including leading global academic institutions and multinational agriculture companies
solidifying this strong digital foundation with high-quality and highly actionable agronomic data.
Through
these efforts, ICL aims to leverage its digital platform and data-driven solutions to create an agro-professional community that enables
sharing of information and knowledge between growers and agro-professionals, dealers, retailers and food producers to extract the most
value from agriculture.
ICL
Group Limited 236
Below
are the main areas of the R&D activities by segments:
Industrial
Products
| • |
We continue to advance magnesia-based formulations targeting
unmet market needs. We launched TextiMag®, a magnesium-based formulation designed for textile coatings that absorb body odors and
enhance skin wellness. We are also marketing CareMag® D, a solution that enables the production of aluminum salt-free deodorants,
already adopted by several leading international companies. In addition, we introduced FruitMag™, a new formulation used as a firming
agent for post-harvest treatment of citrus fruits. |
| • |
We continue to develop "low loss" flame retardants for intensive
computing applications, including AI and data centers, in collaborating with leading industry players. |
| • |
Our R&D efforts remain focused on enhancing the sustainability
of our flame-retardant portfolio through Circular Economy solutions and the development of new sustainable products. |
| • |
We are developing CDA, a solution for biofilm contamination across
food, beverage, healthcare, and pharmaceutical markets, designed to integrates seamlessly into existing cleaning processes. |
| • |
We are using our Bromoquel® product, a solution for treating
bromine leakage, both within our own facilities and commercially to external customers |
R&D
expenses in the Industrial Products segment amounted to about $18 million in 2025.
Potash
| • |
The Potash segment continues to advance environmental research,
including developing methods to treat and reduce effluents. |
| • |
The segment is exploring alternative solutions to increase carnallite
production capacity and quality in its evaporation ponds, with a focus on utilizing renewable energy sources. |
| • |
Additional initiatives at potash production facilities focus
on increasing production capacity while reducing industrial water consumption and overall production costs. |
R&D
expenses in the Potash segment amounted to about $4 million in 2025.
ICL
Group Limited 237
Phosphate
Solutions
| • |
The segment conducted an analysis of adapting various potential
types of phosphate rock to produce phosphoric acid and its downstream products as part of an effort to utilize and increase existing phosphate
reserves. In 2025, the segment advanced this initiative by analyzing additional types of phosphate, supported by focused R&D activities,
pilot trials, plant testing and comprehensive economic feasibility assessments. The segment will continue these activities also in 2026
with a strategic focus on prioritizing opportunities that support long term growth. |
| • |
Research was conducted regarding environmental protection, including
developing methods to treat and reduce effluents and applications for Phosphogypsum uses and ponds reclamation. |
| • |
The segment investigated opportunities to integrate waste steams
into our production processes, fostering a closed-loop circular economy and development of future sources for sustainable fertilizer products.
|
| • |
The segment engaged in developing a new fertilizer product that
contributes to plant growth, such as PK granulated fertilizer based on SOP. |
| • |
The segment developed a process to meet the requirement to reduce
Cadmium (Cd) content in the granulated fertilizers. |
| • |
The Specialties R&D group supported further growth in the
traditional markets and application areas of Meat/Poultry/Seafood, Dairy, and Bakery as evidenced by the establishment of three Centers
of Excellence, located in Germany and in the US. A new food lab was opened in India to serve the customer needs of the region. We also
expanded our footprint in emerging markets through sustainable and affordable solutions. New launches included innovative products beyond
phosphates for clean label and texture improvement. |
| • |
The Front-End Innovation group has scouted over 700 food technology
start-ups globally to identify disruptive technologies for ICL Food Specialties. This rigorous process led to the successful identification
and establishment of a partnership with Japan's largest food tech start-up, DAIZ Engineering (now called SproutX Inc). Their patented
germination technology significantly reduces soybean off-flavors and enhances umami and fibrous structure, enabling the production of
superior textured soy protein. After having been proven successful in the Japanese market, this innovation will now be introduced to the
EU market through our collaboration, reinforcing ICL Food Specialties’ commitment to advancing cutting-edge solutions in plant-based
meat and seafood alternatives. |
| • |
The Company continued to diversify and develop its product portfolio
for meat substitutes: ICL Food Specialties and DAIZ Engineering partnered to launch ROVITARIS® SprouTx™, a revolutionary textured
soy protein developed with proprietary seed germination technology. This innovative solution effectively addresses key unmet needs in
taste, texture, and nutrition for plant-based meat and seafood alternatives. The ROVITARIS® SprouTx® textured soy protein received
the "Best Plant-Based Product" title at the World Food Innovation Awards and won the Plant-Based Category at the Fi Europe Innovation
Awards. In 2025 the Company successfully launched the product in the European market, accompanied by widespread positive feedback from
industry stakeholders and customers. |
ICL
Group Limited 238
| • |
In the fourth quarter of 2024, we announced a follow-on investment
in Plantible Foods, an investment which builds upon ICL's initial participation and furthers the strategic collaboration between the two
companies. In October 2023, ICL Food Specialties, in collaboration with Plantible Foods, launched Rovitaris Binding Solution powered by
Rubi Protein. This innovative ingredient was honored with the Ingredient Idol award at the SupplySide West (SSW) conference in November
2024 and recognized as the most innovative food ingredient of the year. Our engagement with customers and showcasing prototypes at different
conferences continues. |
| • |
The Advanced Additives business introduced four new corrosion
inhibitor additives within our Paints and Coatings portfolio. Two are targeted to replace chromium based anti-corrosion additives which
have high toxicity and are under pressure for replacement in aluminum-based coatings. In addition, Novel oral care additives are under
evaluation by major players globally with promising results. |
R&D
expenses in the Phosphate Solutions segment amounted to about $9 million in 2025.
Growing
Solutions
The
Growing Solutions segment promotes innovation and the development of new products and services.
Main
R&D targets:
| • |
The development of controlled-release fertilizers with biodegradable
coatings, designed to meet the EU Fertilizer Product standards, has been delayed from 2026 to 2028. In 2025, our biodegradable product
was certified by CerTrust as compliant with the applicable biodegradation criteria. |
| • |
Development of innovative bio-stimulant products, including bio-stimulants
embedded or blended with ICL fertilizers, designed to enhance fertilizer performance and improve the plant resistance to abiotic stresses.
|
| • |
Development of biological bio-stimulants, both internally and
externally, designed to encourage plant growth and enhance resilience to various stress conditions. In 2025, bacterial candidates were
field-tested across different countries in the US with positive results. These candidates demonstrate potential for commercialization
as bio-stimulants for soybean and cotton crops grown under extreme weather conditions within the next two years. They meet key product
requirements, including efficacy, stability, shelf life, and compatibility with fertilizers.. |
| • |
Development of fertilizers to improve nutrient-use efficiency
and reduce environmental emissions. |
| • |
Development of liquid and fully soluble fertilizers supplemented
with unique additives. |
| • |
Development of products designed to improve water use efficiency.
|
| • |
Enhancement of micronutrients solutions and sulfur fertilizer
formulations. |
ICL
Group Limited 239
| • |
Integration of secondary source phosphate technologies for immediate
utilization at our production facilities in Europe as part of our Circular Economy approach and the advancement of future sources of our
fertilizer products, including the establishment of a technology roadmap for recycling and recovering phosphorous and nitrogen from secondary
sources to transition our products into sustainable fertilizers. |
| • |
Development of fertilizers with higher agronomic nutrient efficiency.
|
| • |
Development of customized formulations tailored to meet specific
customer requirements. |
Launches:
| • |
As part of the segment's efforts to expand its product portfolio
and strengthen relationship with farmers, in 2024, the Company launched several new products in its bio-stimulants line, including microbial
products. One of these is Bioz ActiJump, a biological inoculant for soybeans. It contains live nitrogen-fixing bacteria designed to enhance
soybean growth by promoting more extensive root development and improving nitrogen fixation. |
| • |
In 2025, we launched our foliar drone spray water-soluble fertilizer
technology under the brand FertiBuzz globally and FertiDrone in India. The use of drones for foliar fertilizers application is gaining
popularity, and the Company introduced a unique ultra-low volume fertilizer specifically formulated for effective drones-based application.
In addition, the segment launched a new product under its FertilizerpluS product line – PotashpluS 45%, a compacted blend of Polysulphate®
and potash, featuring a new nutrient ratio. This product provides an ideal combination of potassium and sulfur fertilizer, enriched with
calcium and magnesium. |
R&D
expenses in the Growing Solution segment amounted to about $20 million in 2025.
ICL
Group Limited 240
Circular
Economy
For
the past few years, we have engaged in the Circular Economy. For further information see “Item 4 - Information on the Company—
Environmental, Health and Safety — Circular Economy”.
Intellectual
property
We
believe that our intellectual property is crucial for protecting and developing our business activities. As of December 31, 2025, ICL
has approximately 707 patents granted in various countries, constituting 218 patent families.
The
Company also has over 3,320 registered trademarks worldwide, including inter alia:
| • |
Eqo®, eqo-x and eqo-s® - a group of brand names for
innovative fast biodegradable controlled-release fertilizers designed to meet new EU fertilizers standards due to take effect in 2026.
|
| • |
Keep Green® - a brand name for a novel biostimulant to protect
plants against excessive sun radiation and temperature. |
| • |
Sulfurgran® - a leading product and brand in the sulfur
market in Brazil. |
| • |
Profol® - a leading foliar nutrition product line and brand
in Brazil. |
| • |
Osmocote® - a leading brand in the area of controlled released
fertilizers which uses innovative technologies and is used globally by container nursery stocks, pot-plant growers and more. |
| • |
Peters® - a brand of water-soluble fertilizers, specifically
designed for bedding-, pot- and container nursery plants. |
| • |
Joha® - a global brand of dairy specialties, which specializes
in emulsifying salts for processed cheese. |
| • |
Tari® - a brand in the meat industry as well as in the artisan
business which focuses on the production and processing of meat products with functional additives, spices and flavors. |
| • |
Brifisol® - a global brand in the meat and seafood industries,
which concentrates in improving texture by adding cryoprotectant for frozen food products such as meat, shrimp, fish filets and more.
|
| • |
Rovitaris® - a brand name for plant-based meat alternatives
that are virtually indistinguishable from their traditional meat counterparts. |
| • |
Fyrol® - a brand name for a range of phosphorus-containing
flame retardants targeting flexible and rigid polyurethane foam applications. |
| • |
Merquel® - a line of inorganic brominated salts which can
be used to control mercury emissions from coal power plants. |
We
do not believe that the loss of any single patent or trademark or group of related patents or trademarks would have a material effect
on our operations or our financial results.
ICL
Group Limited 241
D. TREND INFORMATION
Trend
information is included throughout the other sections of “Item 5 - Financial Results and Business Overview— A. Operating Results”.
In addition, fluctuations in the operating results may continue in the upcoming quarters. Specific material drivers of these trends are
identified in the discussion above with respect to the years ended December 31, 2025 and 2024. Seasonality of our business is included
in “Item 4 - Information on the Company— B. Business Overview” and “Item 3 - Key Information— D. Risk Factors”.
E. CRITICAL ACCOUNTING ESTIMATES
The
preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ
from these estimates.
The
evaluation of accounting estimates used in the preparation of ICL’s Financial Statements requires the Company's management to make
assumptions regarding interpretations of laws which apply to the Company, circumstances and events involving considerable uncertainty.
The Company's management prepares the estimates based on past experience, various facts, external circumstances, and reasonable assumptions
relating to the pertinent circumstances of each estimate. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Note
2 to our Audited Financial Statements contains a table that sets forth information about assumptions made by ICL with respect to the future
and other reasons for uncertainty with respect to estimates that have a significant risk of resulting in a material adjustment to carrying
amounts of assets and liabilities in future years.
ICL
Group Limited 242
Item 6 – DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES
| A. |
DIRECTORS AND OFFICERS |
The
following table lists the names and ages of our directors as of the publication date of this Annual Report. The mailing address of our
directors is c/o ICL Group Ltd., 23 Aranha Street, Millennium Tower, Tel Aviv, 6120201, Israel.
|
Name
|
Age
|
Commencement
date as director |
Director
Qualification |
Financial
Expertise |
Membership
in Board Committees | ||
|
Under
the Israeli Companies Law |
Under
the NYSE rules |
Under
the Israeli Companies Law |
Under
the SEC rules | ||||
|
Yoav Doppelt (Executive Chairman of the Board)
|
57 |
December 2018 and as CoB since July 2019
|
(1) |
- |
- |
-
| |
|
Aviad Kaufman |
55 |
March 2014 |
(1) |
Financial Expert |
- |
Financing Committee (member) | |
|
Avisar Paz |
69 |
April 2001 |
(1) |
Independent Director |
Financial Expert |
- |
Financing Committee (member)
|
|
Lior Reitblatt |
68 |
November 2017 |
Independent Director |
Independent Director |
Financial Expert |
Audit Committee Financial Expert |
Audit & Accounting Committee (member)
Compensation Committee (member) |
|
Reem Aminoach |
64 |
March 2017 |
(2) |
Independent Director |
Financial Expert |
- |
Regulation Committee (member) |
|
Sagi Kabla |
49 |
February 2016 |
(1) |
Financial Expert |
- |
Financing Committee (Chair)
Climate, Sustainability & Community Committee
(member) | |
|
Tzipi Ozer Armon |
60 |
January 2020 |
Independent Director |
Independent Director |
Financial Expert |
- |
Regulation Committee (member)
|
|
Gadi Lesin |
58 |
March 2021 |
Independent Director |
Independent Director |
Financial Expert |
Audit Committee Financial Expert |
Audit & Accounting Committee (member)
Climate, Sustainability & Community Committee
(member) |
|
Dr. Miriam Haran |
76 |
July 2021 |
External Director |
Independent Director |
Financial Expert |
Audit Committee Financial Expert |
Audit & Accounting Committee (member)
Compensation Committee (Chair)
Climate, Sustainability & Community Committee
(Chair)
Regulation Committee (member) |
|
Dafna Gruber
|
60 |
January 2022 |
External Director |
Independent Director |
Financial Expert |
Audit Committee Financial Expert |
Audit & Accounting Committee (Chair)
Compensation Committee (member)
Financing Committee (member) |
|
Michal Silverberg |
49 |
July 2022 |
(2) |
Independent Director |
Financial Expert |
- |
- |
|
Shalom Shlomo |
48 |
January 2024 |
Independent Director |
Independent Director |
- |
- |
Regulation Committee (Chair)
Climate, Sustainability & Community Committee
(member) |
ICL
Group Limited 243
| (1) |
Messrs. Yoav Doppelt, Aviad Kaufman and Sagi Kabla are not considered
independent directors under Israeli law and the New York Stock Exchange corporate governance standards rules by virtue of the positions
they hold with our controlling shareholder or in the Company. On July 18, 2024, the Company’s Board of Directors determined that
Mr. Avisar Paz qualifies as an independent director under the New York Stock Exchange corporate governance standards. Mr.
Paz is not considered independent under Israeli law by virtue of the positions he previously held with our controlling shareholder.
|
| (2) |
Mr. Reem Aminoach and Ms. Michal Silverberg meet all qualifications
for Independent Directors under the Companies Law but were not formally classified as such. |
For
further details see “Item 6 - Directors, Senior Management and Employees — C. Board Practices”.
Yoav
Doppelt. Mr. Doppelt serves as the Chief Executive Officer of Israel Corp. Previously Mr. Doppelt
served as the Chief Executive Officer of Kenon Holdings Ltd., a global company (NYSE: KEN), and Executive Chairman of IC Power Ltd., a
power generation company, from March 2014 to September 2017. Prior thereto, Mr. Doppelt was the founder and Chief Executive Officer of
the Ofer Group’s private equity fund where he was involved in numerous investments in the private equity and technology sectors.
Mr. Doppelt has served as the Chief Executive Officer of XT Investments (formerly known as XT Capital and Ofer Hi-Tech) since 2001. Mr.
Doppelt has actively led several public offerings of equity and debt offerings in the US and Europe, and he has extensive operational
and global business experience with growth companies. Mr. Doppelt also serves as a director of AKVA Group ASA and previously served as
Chairman of OPC Energy Ltd. (TASE: OPC), and as a director of Zim Integrated Shipping Services Ltd. and of Melisron Ltd. Mr. Doppelt holds
a B.Sc. degree in Economics and Management from the Technion – Israel Institute of Technology, and an MBA degree from Haifa University.
Aviad
Kaufman. Mr. Kaufman is the Chief Executive Officer of One Globe Business Advisory Ltd, the chairman
of Israel Corporation Ltd., and a board member of Kenon Holdings Ltd., OPC Energy Ltd. and other private companies, each of which may
be associated with Mr. Idan Ofer. From 2017 until July 2021, Mr. Kaufman served as the Chief Executive Officer of Quantum Pacific (UK)
LLP and from 2008 until 2017 as Chief Financial Officer of Quantum Pacific (UK) LLP (and its predecessor Quantum Pacific Advisory Limited).
From 2002 until 2007, Mr. Kaufman fulfilled different senior corporate finance roles at Amdocs Ltd. Previously, Mr. Kaufman held various
consultancy positions with KPMG. Mr. Kaufman is a certified public accountant and holds a BA degree in Accounting and Economics from the
Hebrew University in Jerusalem (with distinction), and an MBA in Finance from Tel Aviv University.
Avisar
Paz. Mr. Paz served as the Chairman of the Board of Directors of OPC Energy Ltd. until January 3,
2021. Previously, Mr. Paz served as the Chief Executive Officer of Israel Corp. and prior to that, as the Chief Financial Officer of Israel
Corp. Mr. Paz received a BA degree in Economics and Accounting from Tel-Aviv University and is a certified public accountant in Israel
(CPA).
Lior
Reitblatt. Mr. Reitblatt served as Chief Executive Officer and Chairman of the Board of Super-Pharm
(Israel) Ltd. for 28 years. During his tenure, he was extensively involved in the management and marketing of medications and chemical
products for medical preparations, cosmetics, and toiletries, with a focus on the selection and sorting processes of private label products
and products from the chain's central laboratory. His leadership at Super-Pharm also included overseeing various strategic initiatives
in these areas, solidifying his expertise in both the pharmaceutical and retail sectors. In addition, Mr. Reitblatt has also previously
served, among other positions, as Chairman of the Board of LifeStyle Ltd. and member of the board of Office Depot Israel Ltd. For the
past eight years, Mr. Reitblatt has been serving as the Chairman of the Advisory Board of Amorphical, a company focused on the development
of chemical products with an amorphous structure. In this role, he has played a key part in the development of new products in the field
of chemical and pharmaceutical innovation, further enhancing his managerial experience in these industries. Mr. Reitblatt is a certified
public accountant and holds a BA degree in Accounting and Economics from Tel Aviv University and an MBA degree from the University of
California, Berkeley.
ICL
Group Limited 244
Reem
Aminoach. Mr. Aminoach serves as a director of the Institute for National Security Studies. Until
recently, Mr. Aminoach served as a director of Israel Aerospace Industries and as the founding partner of the accounting firm Shtainmetz
Aminoach & Co. In his military service, Mr. Aminoach, a brigadier general, served as a member of the General Staff Forum of the IDF,
Head of Budgets at the Ministry of Defense, Financial Advisor to the IDF Chief of Staff and Head of the IDF Budget Division. Previously,
Mr. Aminoach served as director at Ofer Investments Ltd. and as director and Chairman of the Audit Committee at Zim Ltd., of the Israel
Corp. group. Mr. Aminoach also served as a member of the Board of Governors of Hadassah Medical Center. Mr. Aminoach is a certified public
accountant, and holds a BA degree in Accounting and Economics, Tel-Aviv University (academic honors, Dean's honor list) and MBA degree
in Business Administration, Tel-Aviv University.
Sagi
Kabla. Mr. Kabla has served as Chief Financial Officer of Israel Corp. since December 2015. Mr. Kabla
previously served as a director of Oil Refineries Ltd., Tower Semiconductor Ltd., and Prodalim Investments Ltd., and as Senior Executive
for Business Development, Strategy, and Investor Relations at Israel Corp. Prior to joining Israel Corp., Mr. Kabla held various managerial
positions at KPMG Corporate Finance and M&A. Mr. Kabla holds an MBA degree in Finance from COMAS and a B.A. degree in Economics and
Accounting from Bar-Ilan University and is a certified public accountant in Israel.
Tzipi
Ozer-Armon. Ms. Ozer-Armon serves as the Chief Executive Officer of Lumenis Ltd. Before joining Lumenis,
she headed the Japanese market activities of Teva Pharmaceutical Industries Ltd. and served as Senior Vice President of Sales and Marketing
at SanDisk. Previously, Ms. Ozer-Armon also served as VP & General Manager at MSystems. In addition to ICL, Ms. Ozer-Armon is a director
at Check Point Software Technologies Ltd. Ms. Ozer-Armon holds a BA degree, magna cum laude, in Economics, and an MBA degree in Finance
and Marketing from Tel-Aviv University, and she is an AMP graduate of the Harvard Business School.
Gadi
Lesin. Mr. Lesin served as President and CEO of Strauss Group Ltd. ("Strauss Group"), an international
food and beverage company and the largest food company in Israel, from 2009 to 2018. Mr. Lesin successfully led the Strauss Group through
a time of intense economic, global and social change. Under his leadership, the Strauss Group strengthened its international operations,
more than doubled its equity value, and grew its profits significantly. Mr. Lesin currently serves as a director at Soglowek Ltd. and
a founder and director at Wonder Veggies. In addition, Mr. Lesin serves as a director of ORIAN SH.M. Ltd. and as an external director
of Electra Consumer Products, both companies listed on the TASE. Mr. Lesin holds a BA degree in business management from the Tel Aviv
College of Management and an MBA degree from Ben Gurion University.
ICL
Group Limited 245
Miriam
Haran. Dr. Haran has been involved in environmental management and safety issues for over forty years
in various key positions. Dr. Haran is currently serving as chair of Israel Resource Efficiency Center – a knowledge and consulting
center for reducing the environmental impact of industry by streamlining raw materials, energy, water, etc. She is chair of the Weitz
Center for Sustainable Development and a board member of M.A.I – a major Israeli recycling company of electrical and electronic
waste as well as the Chair of the Public Safety Committee in the Prime Minister's Office. Dr. Haran previously served as Director General,
Deputy Director General and Chief Scientist of Israel’s Ministry of Environmental Protection, as well as the Head of Ono Academic
College’s MBA Program in Environmental Management. Dr. Haran has served in numerous scientific, corporate, and public organizations.
She was Chair of the Israel Consumer Council, Environmental Consultant, Board Member of The Environmental Services Company Ltd. (ESC),
Board Member of BGN Technologies Ltd., and Member of the General Assembly of the Jerusalem Institute for Israel Studies. Significantly,
Dr. Haran's research has directly contributed to fields pertinent to ICL’s business. Her research work at A.Y. Laboratories and
Unikoor Biotechnology as a Researcher involved chemical research on bromine compounds and biocides, directly relating to the materials
ICL has been producing for years. Additionally, Dr. Haran’s academic endeavors during her doctoral and postdoctoral studies at the
Hebrew University of Jerusalem and at Rutgers University in Newark, New Jersey, consistently focused on chemical research. Dr. Haran served
as an external director of ICL between 2010-2018. Dr. Haran holds a B.Sc. degree in Natural Sciences from the Hebrew University of Jerusalem
and a PhD in Organic Chemistry from Brandeis University.
Dafna
Gruber. Ms. Gruber currently serves as an external director of Check Point Software Technologies
Ltd. and Cellbrite DI Ltd, both traded on NASDAQ, and previously served as an independent director at several companies including Nova
Ltd. and TAT Technologies Ltd. Until 2025, Ms. Gruber served as the Chief Financial Officer of Netafim Ltd., a precision irrigation solutions
company. Prior to joining Netafim Ms. Gruber held Chief Financial Officer positions in various companies including Clal Industries from
2015 to 2017, Nice Systems Ltd. from 2007 to 2015, and Alvarion Ltd. from 1999 to 2007. Ms. Gruber is a certified public accountant and
holds a BA degree in Accounting and Economics from Tel Aviv University.
Michal
Silverberg. Ms. Silverberg has served as a Managing Director at the Novartis Venture Fund (“NVF”)
since 2017. Prior to joining NVF and from 2014, Ms. Silverberg served as a Senior Partner at Takeda Ventures and, prior to that and from
2007, Ms. Silverberg worked at Novo Nordisk in roles of increasing responsibility, including as Senior Director Business Development and
New Product Commercialization, serving as a member of the BioPharm leadership team. Since 1998, Ms. Silverberg has held positions in various
sectors of the life science industry, including in the Office of the Chief Scientist of Israel (the incubator program), venture capital
(Ofer Brothers Hi Tech investing group) and global pharmaceutical and biotech companies, including various positions at MGVS Ltd., an
Israeli biotech company, and at OSI Pharmaceuticals, Inc. in a business development role. Ms. Silverberg currently serves as a director
in several private companies. Ms. Silverberg holds a B.A. degree in economics and business management from Haifa University, Israel,
an M.B.A. degree from Tel-Aviv University, Israel, and a MA degree in Biotechnology from Columbia University, New York.
Shalom
Shlomo. Mr. Shlomo has over twenty years of experience in various leading positions in the public
and private sectors. Mr. Shlomo serves as the chairman of the Haim Avshalom Institute, since May 2023, and as a director of Ashdod Refinery
Ltd., an Israeli public company, since August 2023. As part of his positions in the private sector, Mr. Shlomo provided consulting services
to Israeli energy, infrastructure and telecommunications companies, among others. In addition, Mr. Shlomo served in various senior positions
in the public sector, including as the Israeli Cabinet Secretary from June 2021 until January 2023. Mr. Shlomo holds an LLB degree in
law from the Israeli Academic Center for Law and Business.
ICL
Group Limited 246
The
following table lists the names, ages and positions of our Executive Officers (who are not directors) as of the publication date of this
Annual Report. The address for sending notices is c/o ICL Group Ltd., 23 Aranha Street, Millenium Tower, Tel Aviv, 6120201, Israel.
|
Name
|
Age
|
Position
|
|
Elad Aharonson |
52 |
President & Chief Executive Officer
|
|
Lilach Geva-Harel |
49 |
Deputy Chief Executive Officer |
|
Aviram Lahav(1)
|
66 |
Chief Financial Officer |
|
Ilan Barkai |
57 |
President, ICL Potash Division & Head
of Israel Phosphate Operation |
|
Nir Ilani |
49 |
President, ICL Growing Solutions Division
|
|
Yaniv Kabalek |
51 |
President, ICL Industrial Products Division
|
|
Nadav Turner |
50 |
President, ICL Phosphate Specialty Solutions
Division |
|
Anantha N. Desikan |
58 |
Executive Vice President, ICL Chief Innovation
and Technology Officer |
|
Ilana Fahima |
60 |
Executive Vice President, Chief People
Officer |
|
Miri Mishor(2)
|
62 |
Executive Vice President, Global Information
Technology |
|
Uri Perelman |
45 |
Executive Vice President, ICL Chief Corporate
Business Development Officer |
|
Amir Meshulam |
49 |
Senior Vice President, Global Internal Auditor
|
|
Maya Grinfeld |
50 |
Senior Vice President, ICL Marketing and Communication
|
| (1) |
Mr. Aviram Lahav will conclude his tenure
as ICL's CFO on June 15, 2026, towards his retirement. Asaf Alperovitz will succeed Mr. Lahav as the CFO, effective as of that date.
|
| (2) |
Ms. Miri Mishor will cease to serve as the Company’s EVP,
Global Information Technology, effective as of April 30, 2026, and will be succeeded by Ms. Alegra Kilstein, effective as of June 1, 2026.
|
Elad
Aharonson. Mr. Elad Aharonson has served as ICL’s President and Chief Executive Officer since
March 13, 2025. Prior to this role, Mr Aharonson served as President of ICL’s Growing Solutions from April 2021. Before joining
ICL, Mr. Aharonson served at Elbit Systems from 2004, holding various senior management positions, including Executive Vice President
and General Manager at the ISTAR Division from 2015 to 2021, Executive Vice President and General Manager of its UAS Division, from 2011
to 2015 and Vice President – UAV Systems, from 2009 to 2011. Mr. Aharonson
holds an LL.B. degree and BBA degree, both from the Hebrew University of Jerusalem.
Lilach
Geva-Harel. Mrs. Geva-Harel has served as ICL’s Deputy CEO since January 2026. Prior to this
role, Mrs. Geva-Harel served as ICL’s EVP, Chief Legal and Sustainability Officer from February 1, 2019. Before joining ICL, from
2009 Mrs. Geva-Harel served as Senior Deputy to the Chief Executive Officer and Head of Investments House's Headquarters of Psagot Investment
House Ltd., as well as its General Legal Counsel. Mrs. Geva-Harel was previously a Partner in the Merger & Acquisitions Department
at Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. Law Offices. Mrs. Geva-Harel served as a director at REE Automotive Ltd. (NYSE:
REE), a global company. Mrs. Geva-Harel holds an LLB degree and an LLM degree, both from Bar Ilan University and is a member of the Israel
Bar.
Aviram
Lahav. Mr. Lahav has served as our Chief Financial Officer since 2022.
Mr. Lahav previously held several senior positions as CFO of ADAMA group, a global agro-chemical company and part of Syngenta Group, and
also as CEO of ADAMA Agricultural Solutions. Prior to this, he worked at Delta Galil Industries Ltd., moving from group CFO to CEO of
the US division and then to global CEO and COO. Mr. Lahav is a certified public accountant (CPA) as of 1987, holds a BA degree in Economics
and Finance from the Hebrew University of Jerusalem and is a graduate of the Harvard Business School Advanced Management Program (AMP).
ICL
Group Limited 247
Ilan
Barkai. Mr. Barkai has served as President of ICL’s
Potash Division and Head of Israel Phosphate Operations since May 2025. Mr. Barkai also oversees the Rotem site and acts as ICL’s
Global EHS leader. Mr. Barkai joined ICL in 2021 as Senior Vice President of Phosphate Israel Operations & EHS. Before joining ICL,
Mr. Barkai held two senior leadership roles at Teva Pharmaceuticals, as Site General Manager and as Senior Director, Dry Production &
Operational Ecology Manager (2014–2021), during which he oversaw complex manufacturing processes and large-scale teams. Earlier
in his career, Mr. Barkai worked as Manufacturing Manager at Micron Technology (2007–2014) and as a Manufacturing Group Leader at
Intel Corporation (2003–2007). Ilan has a BA degree in Business Administration from Ben-Gurion University of the Negev.
Nir
Ilani has served as President of ICL’s Growing Solutions business since May 2025. Prior to
joining ICL, Mr. Ilani served as CEO of Klil Industries Ltd. (2024–2025), President of Prodalim Group (2021–2023), and President
of the Global Savory & Ice Cream Solutions Division at IFF (2016–2021), where he oversaw multiple M&A initiatives and managed
diverse multicultural teams. Earlier in his career, Mr. Ilani held senior leadership roles at Unilever Food Solutions in Israel and Russia
(2010–2016), served as VP of International Sales and Marketing at Kafrit Group (2007–2009), and led commercial operations
at Nestlé Israel (2002–2007). Nir holds a BA degree in Economics and Business Management from Ben-Gurion University of the
Negev.
Yaniv
Kabalek. Mr. Kabalek has served
as President of Industrial Products Division since September 2022. Since 2001, Mr. Kabalek
has served in several leadership positions at ICL: as Senior VP, Flame Retardants, Business Develop. & Advocacy from 2019-2022; as
Senior Vice President, ICL-IP Regional Sales China/Asia & ICL Asia HQ (located in China) from 2017-2019; as Vice President, ICL-IP
Regional Sales China/Asia (located in HK) from 2014-2017; as Head of Global Marketing Bromine & Isotanks from 2012-2014, as ICL-IP
Global Treasury Manager from 2007-2012; and as a financial analyst from 2001-2006. Mr. Kabalek
holds a BA degree in Economics and an MA degree in Business Administration, both from Ben Gurion University.
Nadav
Turner has served as President of ICL’s Phosphate Solutions Division since May 2025. Prior
to this role, Mr. Turner served as CEO of YPH, ICL’s joint venture in China, from May 2019 to April 2025. Nadav joined ICL in 2010
and has held several senior operational leadership positions at ICL Rotem Amfert, where he played a key role in driving production efficiency
and operational transformation. Earlier in his career, he served as Director of Operations at Vishay’s DBR Israel facility (2006
to 2009). Nadav holds a B.Sc. degree in Information Systems Engineering from Ben-Gurion University of the Negev.
Anantha
N. Desikan. Dr. Anantha Desikan was appointed Chief Innovation & Technology Officer of ICL in
November 2018 and was promoted to EVP in November 2019. Dr. Desikan joined ICL in 2007 and has served in senior commercial and technology
management roles including Senior Vice President of ICL Industrial Products’ Flame Retardants business (2014-2018), President, ICL-IP
America (2013-2015) and VP Global Phosphorous R&D (2007-2013). Prior to joining ICL in 2007, Dr. Desikan held technology management
roles at Supresta and Akzo Nobel. Mr. Desikan holds a Ph.D and M.S degree in Chemical Engineering from Clarkson University, Potsdam, New
York, and a B.S. degree in Chemical Engineering from Coimbatore Institute of Technology, Madras University, India.
Ilana
Fahima. Ms. Fahima has served as EVP, Chief People Officer, since November 2018. Prior to joining
ICL, Ms. Fahima served as Vice President HR for Global Quality and Head of Israel HR at Teva Pharmaceutical Industries Ltd. Before joining
Teva, Ms. Fahima held several positions at Maccabi Health Services, among them Regional HR Director and Regional Service Manager. Ms.
Fahima holds a BA degree in Social Work and an MBA degree in Health Care Management, both from Ben Gurion University.
ICL
Group Limited 248
Miri
Mishor. Mrs. Mishor has served as EVP, Global Information Technology since 2022. Mrs. Mishor joined
ICL in 1986 and served in various positions, including CIO of ICL Industrial Products, VP Information Systems of ICL Fertilizers and SVP,
ICL Information Technology. Mrs. Mishor holds a B.Sc. degree in Mathematics and Computer Science and a M.Sc. degree in Industrial Management
from Ben Gurion University.
Uri
Perelman. Mr. Perelman has served as EVP, ICL Chief Corporate Business Development Officer since
December 2023. Prior to joining ICL, Mr. Perelman held corporate development leadership roles at Similarweb Ltd. (NYSE: SMWB), where he
served as Chief Corporate Development Officer, and at NICE Ltd. (NASDAQ:NICE), where he was the Head of M&A, Partners, and Corporate
Development. Prior to NICE, Mr. Perelman was part of the corporate development team at Orange SA (NYSE: ORAN), where he led the global
commercial department and partnerships worldwide and before that at Everest Funds, a global hedge fund specializing in activist investing
and special situations. Mr. Perelman holds an MBA degree and a BA degree from Tel Aviv University and is a graduate of Berkeley Haas Executive
Management program.
Amir
Meshulam. Mr. Meshulam has served as Global Internal Auditor since August 2018. Mr. Meshulam is a
certified public accountant in Israel, and holds an LLB degree from the College of Management and is a member of the Israel Bar. Mr. Meshulam
is a Company employee, and reports to the Executive Chairman of the Board of Directors.
Maya
Grinfeld. Ms. Grinfeld has served as SVP, ICL Global Marketing & Communications, since September
2019 and is considered an office holder of the Company since May 2024. Prior roles include VP of Marketing of a leading home design group
company-Negev Group from 2017-2019, and Head of International Marketing at Caesarstone Ltd. (NASDAQ: CSTE) from 2006-2017. In addition,
Ms. Grinfeld served as Marketing Manager at Inclarity from 2000-2005 and as Head of Operations in El Al Israel Airlines (OTC: ELAL/TA:
ELAL) from 1997-2000. Ms. Grinfeld holds an MBA degree from University of Haifa and an LLB degree from London Metropolitan University.
Mr.
Raviv Zoller served as ICL's President and Chief Executive Officer from May 14, 2018 until March
12, 2025.
Family
Relationships
There
are no family relationships between any members of our executive management and our directors.
Arrangements
for Election of Directors and Members of Management
There
are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our executive management
or our directors were elected.
ICL
Group Limited 249
B. COMPENSATION
Director
Compensation
Approval
of Director Compensation
The
approval of our directors' compensation is governed by Israeli law. Under the Companies Law, compensation of directors generally requires
the approval of the HR & Compensation Committee, the Board of Directors and the shareholders, in that order. Generally, the approval
of the HR & Compensation Committee and the Board of Directors must be in accordance with the Company’s compensation policy for
officers and directors, as in effect from time to time (the “Compensation Policy”), except in special circumstances and subject
to certain conditions, in which case the shareholder approval must be by a special majority of non-controlling and disinterested shareholders.
Non-Executive
Director Compensation
Each
of our non-executive directors (including our external directors, within the meaning of the Companies Law) are compensated in accordance
with the regulations promulgated under the Companies Law governing the compensation of external directors (the “Compensation Regulations”).
The Compensation Regulations set minimum and maximum amounts of cash compensation (an annual fee and per meeting fees), depending on the
Company’s shareholders’ equity. Generally, shareholder approval is not required for director compensation payable in cash
(annual and per meeting fees) up to the maximum amounts set forth in Compensation Regulations.
The
non-executive directors’ per meeting fee varies based on and in accordance with the qualifications of the non-executive directors,
depending on whether the director is qualified as an “Expert Director” under the Compensation Regulations. The current fees
according to the Compensation Regulations are as follows:
|
Expert
Directors |
Non-Expert
Director | |
|
Fixed Annual Fee |
~NIS 170,000 (approximately
$49,500) |
~NIS 128,000 (approximately
$37,000) |
|
Per Meeting Fee |
~NIS 6,550 (approximately $1,900) |
~NIS 4,900 (approximately $1,400) |
The
Company also covers and/or reimburses its directors for expenses (including travel expenses) incurred in connection with meetings of the
Board of Directors and its committees or performing other services for the Company in their capacity as directors, in accordance with
the Company's Compensation Policy and the Compensation Regulations. Our Board members also benefit from directors' and officers' liability
insurance and indemnification and exemption arrangements. For further information, see “Item 6 - Directors, Senior Management and
Employees— C. Board Practices – Insurance and Indemnification”.
The
aggregate cash compensation paid by us to our non-executive directors for the year ended December 31, 2025, was approximately $1.1 million.
This amount includes annual and per meeting fees but does not include business travel and expenses reimbursed to directors.
ICL
Group Limited 250
2025
Summary of Directors Compensation: The following table sets out the compensation earned by each individual who served as a non-executive
director during the year ended December 31, 2025 (amounts exclude VAT):
|
Non-executive
Director |
Fixed
Annual Fee |
Aggregate
Per Meeting Fees |
Total
|
|
Aviad Kaufman |
NIS 170,380 (~$49,457) |
NIS 163,247 (~$47,387) |
NIS 333,627 (~$96,844) |
|
Avisar Paz |
NIS 170,380 (~$49,457) |
NIS 185,516 (~$53,851) |
NIS 355,896 (~$103,308) |
|
Dafna Gruber |
NIS 170,380 (~$49,457) |
NIS 245,852 (~$71,365) |
NIS 416,232 (~$120,822) |
|
Gadi Lesin |
NIS 170,380 (~$49,457) |
NIS 218,302 (~$63,368) |
NIS 388,682 (~$112,825) |
|
Lior Reitblatt |
NIS 170,380 (~$49,457) |
NIS 234,035 (~$67,935) |
NIS 404,415 (~$117,392) |
|
Michal Silverberg |
NIS 170,380 (~$49,457) |
NIS 166,331 (~$48,282) |
NIS 336,711 (~$97,739) |
|
Dr. Miriam Haran |
NIS 170,380 (~$49,457) |
NIS 286,477 (~$83,157) |
NIS 456,857 (~$132,615) |
|
Reem Aminoach |
NIS 170,380 (~$49,457) |
NIS 113,416 (~$32,922) |
NIS 283,796 (~$82,379) |
|
Sagi Kabla* |
NIS 170,380 (~$49,457) |
NIS 211,538 (~$61,404) |
NIS 381,918 (~$110,862) |
|
Tzipi Ozer-Armon |
NIS 170,380 (~$49,457) |
NIS 152,744 (~$44,338) |
NIS 323,124 (~$93,795) |
|
Shalom Shlomo |
NIS 127,740 (~$37,080) |
NIS 142,051 (~$41,234) |
NIS 269,791 (~$78,314) |
*
Mr. Kabla, Israel Corp.'s Chief Financial Officer, has requested that his director cash compensation be assigned and paid directly to
Israel Corp.
Executive
Chairman of the Board's Compensation(3)
On
March 6, 2025, at an extraordinary general meeting of shareholders, our shareholders approved the renewal of Mr. Yoav Doppelt’s
compensation terms as the Executive Chairman of the Board for a period of three years, until March 5, 2028, following approvals by the
HR & Compensation Committee on December 31, 2024 and January 6, 2025 and by the Board of Directors on January 9, 2025. The renewed
terms are substantially similar to those that were in effect from July 1, 2022 until March 6, 2025, which were approved by our shareholders
at the Annual General Meeting held on March 30, 2022, following approvals by the HR & Compensation Committee and the Board of Directors
on January 31, 2022 and February 8, 2022, respectively (referred to below as the “2022 terms”). The principal updates to the
2022 terms include an inflation‑based adjustment of the amounts approved in
2022 through the present date, the introduction of a mechanism linking all compensation components going forward to the Israeli consumer
price index (CPI), and an additional update to Mr. Dopplet’s long-term incentive (LTI), consistent with the adjustments made in
grants awarded to other Company executives in 2024. The renewed terms, effective as of March 6,2025, are as follows:
| (1) |
Annual Cost of employment:
NIS 1,963,000 (approximately $615,360), which reflects the annual fixed employment cost of NIS 1.8 million (approximately $564,263) under
the 2022 terms, as adjusted for inflation since July 2022, of which the Annual Base Salary amounts to NIS 1.68 million (approximately
$0.53 million). |
ICL
Group Limited 251
| (2) |
Short term incentive:
Mr. Doppelt is eligible for an annual cash bonus based on the Executive Chairman’s short-term incentive (STI) formula set forth
in the Company’s Compensation Policy, with a target STI, which is also the maximum potential payout of NIS 1,309,300 (approximately
$410,439) per year, which reflects the maximum potential payout of NIS 1.2 million (approximately $0.38 million) under the 2022 terms,
adjusted for inflation since then. As of December 31, 2025, following further adjustments to the CPI, the target STI and the maximum potential
STI payout for a full year are NIS 1.34 million (approximately $0.42 million), while the pro-rated for the 2022 terms and the renewed
terms target STI and the maximum potential STI payout for 2025 are NIS 1.31 million (approximately $0.41 million). |
| (3) |
Termination Arrangement:
Remains unchanged from the 2022 terms, under which in the event of termination of Mr. Doppelt's term of office as Executive Chairman of
the Board, he is entitled to a six‑month adjustment period and a six‑month advance notice period, during both of which all
compensation components, including STI payouts and the continued vesting of existing LTI plans, continue to apply. |
| (4) |
Other Benefits:
Mr. Doppelt is entitled to additional cash and non-cash benefits similar to those payable to senior executives of the Company, including
but not limited to, pension and severance pay, life insurance (risk), annual vacation days (and redemption of accrued vacation days),
sick days quota, recuperation days and expenses reimbursement. All of Mr. Doppelt’s compensation components, including base salary
and STI, are subject to periodical adjustment in accordance with increases in the CPI, with the baseline being the January 2025 CPI, published
on February 15, 2025, subject to the maximum amounts for each compensation component as set forth in the Compensation Policy. |
Long-term
incentive: On March 6, 2025, Mr. Doppelt was awarded a three-year LTI award, for the years 2025-2027, in the form of options to
purchase 1,973,684 Ordinary Shares, at an exercise price of NIS 21.5 ($6.74) per share (or exercisable on a cashless basis pursuant to
a customary “net exercise” formula), with a total value of NIS 11.25 million (approximately $3.5 million), or NIS 3.75 million
(approximately $1.2 million) per vesting annum. For details regarding the Company's equity compensation plans, see Note 19 to our Audited
Financial Statements.
Prior
to that, on March 30, 2022, Mr. Yoav Doppelt was awarded a three-year LTI award, for the years 2022-2024, in the form of options to purchase
1,055,100 Ordinary Shares, at an exercise price of NIS 35.7 ($11.1) per share (or exercisable on a cashless basis pursuant to a customary
“net exercise” formula), with a total value of NIS 9 million (approximately $2.8 million), or NIS 3 million (approximately
$0.94 million) per vesting annum. For details regarding the Company's equity compensation plans, see Note 19 to our Audited Financial
Statements.
ICL
Group Limited 252
Equity
(LTI) Grants to the Executive Chairman of the Board:
|
Grant
for Year |
Grant
Date |
Type
of Equity |
Dates
of Governance Bodies' Approvals |
Grant
Value (NIS)(3)
|
Number
of Options |
Expiration
Date |
|
2022-2024(1)
|
March 30, 2022 |
Options |
HR & Comp. Committee – 31.1.22 &
6.2.22
Board – 8.2.22
Shareholders (Annual GM) – 30.3.22
|
9 million
(2.8 million per vesting annum) |
1,055,100 |
March 30, 2027
|
|
2025-2027(2)
|
March 6, 2025 |
Options |
HR & Comp. Committee – 31.12.24
& 6.1.25
Board – 9.1.25
Shareholders (Annual GM) – 6.3.25
|
11.25 million (3.5 million per vesting annum)
|
1,973,684 |
March 6, 2030 |
|
Vesting
Schedule | ||||||
|
The options will vest in three equal tranches,
upon each of the three anniversaries of the grant date. Options fully accelerate if Mr. Doppelt ceases to provide services within 12 months
following a change of control (as defined in the Equity Plan), except in the event of termination for cause.
| ||||||
| (1) |
The equity award was granted pursuant to the Company’s
Equity Compensation Plan (2014), as amended in June 2016. |
| (2) |
The equity award was granted pursuant to the Company’s
Equity Compensation Plan (2024). |
| (3) |
Translated at the US dollar exchange rate as of December 31,
2025. |
Other
than the agreement with Mr. Doppelt in his capacity as Executive Chairman of the Board, described above, including the indemnification,
exemption and insurance arrangements customary in the Company and the described acceleration of equity awards upon termination of his
service under certain circumstances, we do not have any written agreements with any current director providing for benefits upon the termination
of such directors' relationship with us.
ICL
Group Limited 253
Senior
Management Compensation
Our
Compensation Philosophy
The
design and philosophy of our executive compensation program closely link financial performance and strategy execution to resulting awards,
supporting our efforts to attract, motivate and retain the brightest talent with skills across a diverse range of capabilities. An emphasis
on long-term incentives (equity-based compensation) focuses our executives on long-term success and aligns compensation with shareholders’
interests. The compensation structure is designed to support the delivery of financial performance while demonstrating a commitment to
operating safely, reliably and in a manner that is proactively consistent with our Environmental, Social and Governance (ESG) commitments.
ESG performance targets are regularly included as part of the annual short-term incentive plan for all executive officers, to reflect
our commitment to creating impactful solutions for humanity’s sustainability challenges. Accordingly, for 2025, our HR & Compensation
Committee and Board of Directors set annual key performance indicators (“KPIs”) for our executive management that incorporate
improvements in specific ESG targets, including: health & safety performance (IR improvement targets), environmental performance (water
savings, waste reduction, and greenhouse gas (GHG) emissions reduction targets, aimed to eventually achieve science based targets, as
further detailed in “Item 4 – Information On The Company — B. Business Overview - Task Force on Climate-related Financial
Disclosures (TCFD)"), suppliers sustainability performance (related to TfS/Ecovadis assessments), climate-change and climate related disclosures
and rankings, diversity and gender equality improvement targets, energy efficiency, green products, product carbon footprints calculations,
and more.
Compensation
and Recoupment Policy
At
the extraordinary general meeting of shareholders held on October 9, 2024, our shareholders approved our current compensation policy for
office holders (the “Compensation Policy”), for a period of three years. A copy of
the Compensation Policy is attached as Exhibit 4.3 to this Annual Report on Form 20-F. The Compensation Policy refers, among other things,
to the Compensation Recoupment Policy that was adopted by the Company in 2023, as required under, and in accordance with, the requirements
of Section 10D of the Securities Exchange Act of 1934, as amended, and Section 303A.14 of the New York Stock Exchange (NYSE) Listed Company
Manual. A copy of the Compensation Recoupment Policy is attached as Exhibit 4.7 to the Company's 2023 Annual Report on Form 20-F.
2025
Senior Management Compensation
The
aggregate compensation amount incurred by us for all of our Executive Officers as of December 31, 2025, was approximately $18 million
for the year 2025. This amount includes an annual provision for pensions and other retirement benefits for our senior management of approximately
$1 million.
ICL
Group Limited 254
The
following table and accompanying notes describe the compensation incurred for the year 2025 with respect to the five highest earning senior
officers of ICL for such period.
|
Details
of the Recipient |
Payments
for services | ||||||
|
Name
|
Position
|
Scope
of position |
Base
Salary |
Compensation
(1) |
Bonus
(STI) (2) |
Equity
based compensation (LTI)(3) |
Total
|
|
US$
thousand | |||||||
|
Elad Aharonson (4)
|
President & Chief Executive Officer
|
100% |
752 |
1,990 |
854 |
2,703 |
5,547 |
|
Yoav Doppelt (5)
|
Executive Chairman of the Board
|
Invests significant portion of his time
|
476 |
567 |
411 |
1,642 |
2,620 |
|
Uri Perelman (6)
|
EVP, Chief Corporate BD Officer |
100% |
350 |
807 |
273 |
771 |
1,851 |
|
Aviram Lahav (7)
|
Chief Financial Officer |
100% |
442 |
663 |
359 |
657 |
1,679 |
|
Raviv Zoller (8)
|
Former President & Chief Executive Officer
|
100% |
810 |
1,323 |
- |
140 |
1,463 |
| (1) |
The salary items (compensation) column in the above table includes
all of the following components: base salary, customary social benefits, customary social and related provisions, Company car and reimbursement
of telephone expenses. |
| (2) |
The annual bonuses (STI awards) to officer holders for 2025,
including the top five earners in 2025, were approved by our HR & Compensation Committee and the Board of Directors on February 15,
2026, and February 17, 2026, respectively. |
| (3) |
The expense for share-based payment compensation is calculated
in accordance with IFRS and is recognized in the Company’s statement of income over the vesting period of each portion. The amounts
reported in this column represent the expense recorded in the Company’s financial statements for the year ended December 31, 2025,
with respect to equity-based compensation granted to the senior officer. For details regarding the Company's equity compensation plans,
see Note 19 to our Audited Financial Statements. |
ICL
Group Limited 255
Five
highest earning senior officers' employment terms summary as of December 31, 2025(1):
|
Senior
officer |
Employment
terms | |
|
(4) |
Elad Aharonson |
On March 6, 2025, our shareholders approved
Mr. Aharonson’s compensation terms as our new President and Chief Executive Officer, following approvals by the HR & Compensation
Committee on December 31, 2024 and January 6, 2025, and by the Board of Directors on January 9, 2025. Mr. Aharonson’s compensation
terms, as of December 31, 2025 (and effective as of March 13, 2025, the date of his commencement of service as President and Chief Executive
Officer), were as follows:
• Annual
base salary:
-
An annual gross base salary of NIS 2,875,560 (approximately
$901,429), adjusted for increases in the CPI since March 6, 2025.
-
Perquisites:
In accordance with the Company's Compensation Policy, the CEO's perquisites for the reporting period totaled ~NIS 0.31 million (approximately
$97,563). This amount includes provisions for a company car and related gross-ups, reimbursement of telephone expenses, communication
allowances (such as newspaper), and meal allowances, and does not include any social benefit-related compensation or customary social
related provisions such as pension payments.
• STI
award – Annual Bonus:
-
The target STI is equal to 12 monthly base salaries.
-
The maximum STI payout per year may not exceed 15 monthly base
salaries annually.
-
For details regarding Mr. Aharonson’s STI performance
and payout in 2025, see below “Short-Term Incentive Annual Bonus Component”.
• LTI
award – Equity:
-
An LTI (equity) in the value of NIS 5.52 million (approximately
$1.73 million) per vesting annum. The equity-based compensation amount in the above table reflects the expense that was recognized for
Mr. Aharonson’s LTI in the Company’s 2025 Financial Statements. For details regarding Mr. Aharonson 's equity-based compensation
grants, see Note 19 to our Audited Financial Statements.
• Termination
arrangements:
-
12-months advance notice period in any case of termination of
employment (excluding termination of employment by the Company for cause).
• Other
Benefits:
-
Additional cash and non-cash benefits similar to those payable
to senior executives of the Company pursuant to policies in effect from time to time, including but not limited to, welfare, pension including
severance pay, education fund, life insurance (risk), health insurance, accidents insurance, work disability insurance, birthday and holiday
gifts, vacation days per year (and redemption of accrued vacation days), sick days quota, recuperation days, annual medical examination,
professional association membership fees, meals allowance or its equivalent, newspaper allowance, cellular phone and company car, including
gross up, and expenses reimbursement.
-
Entitlement to the exemption, insurance and indemnification
arrangements as customary in the Company.
-
All components of Mr. Aharonson’s compensation, including
base salary, STI awards and LTI entitlement, will be adjusted periodically in accordance with increases in the CPI, subject to the maximum
amounts for each compensation component as set forth in the Compensation Policy.
|
ICL
Group Limited 256
|
Senior officer |
Employment
terms | |
|
(4) |
Elad Aharonson |
The compensation terms of Mr. Aharonson in
his previous role as President, Growing Solutions Division, from the beginning of 2025 until the date he commenced service as ICL President
and CEO on March 12,2025, were as follows:
• Monthly
base salary: ~NIS 129,000 (approximately $40,439), adjusted for increases in the CPI.
• STI:
Target STI of 75% of the annual base salary. For details regarding Mr. Aharonson’s STI performance and payout in 2025, see below
“Short-Term Incentive Annual Bonus Component”.
• LTI:
The equity-based compensation amount in the above table reflects the expense that was recognized for Mr. Aharonson’s LTI in the
Company’s 2025 Financial Statements.
• Termination
arrangements: Advance notice period of 6 months.
All other benefits customary
in the Company, such as regular provisions for pension and severance, education fund, disability insurance, Company car, gross up, as
well as the exemption, insurance and indemnification arrangements applying to the Company’s office holders. |
|
(5) |
Yoav Doppelt |
• For
details regarding Mr. Doppelt’s compensation terms as our Executive Chairman of the Board, see above ‘Executive Chairman of
the Board’s Compensation’, as well as ‘Short-Term Incentive (Annual Bonus) Component’ below. |
|
(6) |
Uri Perelman |
• Monthly
base salary: ~NIS 93,000 (approximately $29,000), as of December 31, 2025, adjusted for increases in the CPI. [Annual base salary
- $350k]
• STI:
Target STI of 75% of the annual base salary. For details regarding Mr. Perelman’s STI performance and payout in 2025, see below
“Short-Term Incentive Annual Bonus Component”.
• Sign-on
Bonus: Upon his commencement of employment with ICL on December 8, 2023, Mr. Uri Perelman was granted a sign‑on
bonus of ~NIS 2.4 million ($750,000), as approved by the HR & Committee and Board of Directors, to be paid in two equal installments
of $ 375,000 each. The first installment, subject to Mr. Perelman’s continued active employment through December 31, 2025, has already
vested and the second installment is subject to his continued employment through December 31, 2026.
• LTI:
The equity-based compensation amount in the above table reflects the expense that was recognized for Mr. Perelman’s LTI in the Company’s
2025 Financial Statements.
• All
other benefits customary in the Company, such as regular provisions for health, retirement and severance, disability arrangement, as well
as the exemption, insurance and indemnification arrangements applying to the Company’s office holders. |
|
(7) |
Aviram Lahav |
• Monthly
base salary: ~NIS 128,000 (approximately $40,125), as of December 31, 2025, adjusted for increases in the CPI.
• 2025
STI: Target STI of 75% of the annual base salary. For details regarding Mr. Lahav’s STI performance and payout in 2025, see
below "Short-Term Incentive Annual Bonus Component".
• LTI:
The equity-based compensation amount in the above table reflects the expense that was recognized for Mr. Lahav’s LTI in the Company’s
2025 Financial Statements. |
ICL
Group Limited 257
|
Senior officer |
Employment
terms | |
|
(7) |
Aviram Lahav |
• Termination
arrangements: 6-months advance notice period in case of termination by the Company (not for cause) or 3-months advance notice in
case of resignation.
• All
other benefits customary in the Company, such as regular provisions for pension and severance, education fund, disability insurance, Company
car, gross up, as well as the exemption, insurance and indemnification arrangements applying to the Company’s office holders. In
addition, payments related to non‑competition and confidentiality undertakings.
|
|
(8) |
Raviv Zoller |
Mr. Raviv Zoller ceased to serve as our President
and CEO on March 12, 2025. His compensation terms up to his departure in November 2025, were as follows:
• Base
salary:
-
Annual base salary of ~NIS 3.3 million (approximately $1 million)
-
Monthly base salary of ~NIS 276,000 (approximately $86,500).
-
In accordance with the Company's Compensation Policy, Mr. Zoller’s
perquisites as CEO for the reporting period totaled ~NIS 0.25 million (approximately $76,600). This amount included provisions for a company
car and related gross-ups, reimbursement of telephone expenses, communication allowances (as newspaper), and meal allowances, and does
not include any social benefit-related compensation or customary social related provisions such as pension payments.
• STI
– Annual Bonus: Target STI of ~NIS 3.5 million (approximately $1 million), and maximum STI payout of ~NIS 4.56 million (approximately
$1.4 million). For information regarding Mr. Zoller’s STI formula, performance and payout in 2025, see below “Short-Term Incentive
- The Annual Bonus Component”.
• LTI
– Equity: Entitlement to an annual LTI (equity award) at a value of NIS 5.5 million (approximately $1.69 million). The equity-based
compensation amount in the above table reflects the expense recognized for Mr. Zoller’s LTI in the Company’s 2025 Financial
Statements. For details regarding Mr. Zoller's equity-based compensation grants, see Note 19 to our Audited Financial Statements;
• Termination
arrangements:
-
12-months advance notice period in case of termination by the
Company (not for cause) or 6-months advance notice in case of resignation;
-
Additional severance equal to the last base salary multiplied
by the number of years that Mr. Zoller served as ICL’s President & CEO.
-
Upon termination of employment, Mr. Zoller received payment
in lieu of 12 months' advance notice, as well as an additional severance payment, in addition to the regular severance pay, for each year
of his employment (including the 12 months’ advance notice period).
• CPI
adjustment: In accordance with Mr. Zoller’s Employment Agreement, all compensation items under Mr. Zoller’s Employment
Agreement were adjusted for increases in the CPI.
• Other
benefits: All other cash and non-cash benefits payable to our senior executives pursuant to our policies in effect from time to
time, including but not limited to, pension, education fund, disability insurance, Company car, gross up, as well as the exemption, insurance
and indemnification arrangements applying to the Company’s office holders. |
(1) Translated at the
US dollar exchange rate as of December 31, 2025.
ICL
Group Limited 258
Mr.
Raviv Zoller, Former President and CEO
Mr.
Raviv Zoller ceased to serve as our President and CEO on March 12, 2025. On December 31, 2024, and January 9, 2025, our HR & Compensation
Committee and Board of Directors, respectively, approved Mr. Zoller’s employment termination terms, which are consistent with the
terms of his employment agreement and applicable law. According to these terms, the employment relationship between the Company and Mr.
Zoller terminated in November 2025, following the conclusion of his accrued vacation and sick days.
Short
Term Incentive - The Annual Bonus Component
Our
annual STI Plan is a key element in supporting our pay-for-performance philosophy. Each Executive Officer’s annual incentive opportunity
is determined by performance in certain components, with an emphasis on key operating and financial metrics, including ESG targets.
The
annual STI Plan for 2025 continued to include strategic metrics at both ICL and operating segment levels to measure and reward initiatives
critical to the longer-term success of the organization. For most of our executive officers, other than for Mr. Doppelt (our Executive
Chairman of the Board), the STI targets continue to be set as a percentage of salary, with actual STI payouts based on a performance multiplier
dependent on the achievement of predetermined annual goals.
ESG
performance targets are included as part of the annual STI plan for all executive officers, to reflect our commitment to creating impactful
solutions for humanity’s sustainability challenges, including: health and safety performance (IR improvement targets), environmental
performance (water savings, waste reduction and GHG emissions reduction targets, aimed to eventually achieve science-based targets (SBTi)),
suppliers sustainability performance (related to TfS/Ecovadis assessments), climate-change and climate related disclosures and rankings,
diversity and gender equality improvement targets, energy efficiency, green products, product carbon footprints calculations, and more.
On February 15, 2026, and February 17, 2026, our HR & Compensation Committee and Board of Directors, respectively, approved the payouts
of the annual STI awards to our executive officers for 2025, including the top five earners in 2025 among ICL’s senior officers,
in accordance with the Company’s Compensation Policy, and the criteria set forth above.
CEO
STI formula as set forth in the Company’s Compensation Policy:
| • |
The target STI (“STI Target”) for the CEO represents
the payout amount for achieving a 100% performance level (i.e., meeting 100% of all targets) in a given year. The STI Target for the CEO
for any given fiscal year shall not exceed 120% of the CEO’s annual base salary. |
| • |
80% of the CEO's STI Target will be measured against the performance
level of annual measurable financial and measurable non-financial goals determined by the HR & Compensation Committee and the Board
of Directors at the beginning of each fiscal year, as detailed in the Compensation Policy. |
ICL
Group Limited 259
| • |
Out of the measurable 80%
STI Target, between 50%-100% will be based on financial goals included in the
annual budget and the remaining measurable STI Target will be based on other measurable non-financial goals. The achievement level of
each goal, whether measurable financial goals or measurable non-financial goals, will be assessed independently of other goals, according
to the rating scale set forth in the Company’s Compensation Policy, and then translated into payout factors. The measurable financial
goals are calculated based on the figures from ICL's annual reports, as adjusted in accordance with the pre-defined profit adjustments
list in the Compensation Policy (the ”Predefined List”). |
| • |
If the actual performance of ICL’s operating income and/or
net income, as adjusted according to the Predefined List, does not meet the threshold performance level (60% of budget), there will be
no payout for the 80% portion of the STI award that is based on measurable financial and non-financial goals. |
| • |
The remaining 20% of the CEO's STI Target will be determined
based on a qualitative evaluation by the HR & Compensation Committee and Board of Directors of the CEO's performance during the relevant
fiscal year after receiving a recommendation of the Executive Chairman. The maximum payout for this component cannot exceed three monthly
base salaries. |
| • |
The maximum STI payout for the CEO according to the Company's
Compensation Policy cannot exceed, for any given year, the lower of 130% of the CEO's STI Target for such year and $1.5 million.
|
| • |
Mr. Aharonson’s STI for 2025 was
calculated on a pro‑rata basis, reflecting the portion of the year during which he served as President of ICL Growing Solutions
Division through March 12, 2025, and the portion of the year during which he served as the Company’s President and CEO thereafter.
In his role as President and CEO, Mr. Aharonson’s target STI for a given year—representing the payout for achieving 100% of
his performance objectives—equals 12 monthly base salaries, while his maximum STI payout may not exceed 15 monthly base salaries.
In 2025, the Target STI was calculated on a prorated basis, as indicated above, and amounted to ILS 2,542,059 (approximately $797,000). |
| • |
For details regarding Mr. Aharonson’s STI performance and
payout in 2025, see ”Five-highest earners STI performance and payout in 2025” below. |
Executive
Chairman of the Board (CoB) STI Formula as set forth in the Company's Compensation Policy:
| • |
The STI Target for the CoB represents the payout amount for achieving
a 100% performance level (i.e., 100% of all targets) in a given year. The STI Target for the CoB for any given fiscal year may not exceed
120% of the CoB's annual base salary. |
| • |
Of the CoB's STI Targets for any given year, 30% will be based
on the performance level of ICL EBITDA; 30% on the performance level of ICL Operating Income; 20% on the performance level of ICL Net
Income, and 20% on the performance level of ICL’s Revenues. These goals will be derived from ICL’s budget for the relevant
fiscal year, and the achievement level of each goal will be assessed independently, according to the rating scale set forth in the Company's
Compensation Policy and then translated into payout factors. Such financial goals are calculated according to the figures from ICL's annual
reports, as adjusted in accordance with the Predefined List. |
ICL
Group Limited 260
| • |
If the actual performance of ICL’s operating income and/or
net income, as adjusted according to the Predefined List, does not meet the threshold performance level (60% of budget), no payout will
be made under the CoB STI plan. |
| • |
According to the Compensation Policy, the maximum STI payout
for the CoB shall not exceed, for any given fiscal year, the lower of 150% of the CoB's STI Target and $1 million. |
| • |
Mr. Doppelt’s STI Target for 2025, which was also his potential
maximum STI payout, was NIS 1,312,139 (approximately $411,329), after adjustment to the CPI. This 2025 STI Target was calculated on a
pro-rated basis, considering the STI Target until March 6, 2025, the date on which the shareholders' meeting approved the change in Mr.
Doppelt’ s compensation, and the revised STI target thereafter. |
| • |
Mr. Doppelt’s overall STI score for 2025, representing
the performance against the 2025 STI targets, was 103.8%. His resulting payout was NIS 1,312,139 (approximately $411,329), which represents
a 100% score and the maximum STI payment possible under his compensation terms. |
The
financial goals used to calculate the 2025 STI for the CoB and the CEO are derived from ICL’s 2025 budget and are assessed in accordance
with the rating scale defined in the Company’s Compensation Policy. These goals are measured based on the adjusted financial figures
reported in ICL’s 2025 annual report. All adjustments applied to the reported profit figures are fully consistent with the Predefined
List set forth in the Compensation Policy. For further details regarding the adjustments made to the reported profit figures, see “Item
5 - Financial Results and Business Overview-A. Operating Results".
Executive
Officers (other than the CoB and CEO) STI requirements as set forth in the Company’s Compensation Policy:
| • |
With respect to our Executive Officers, other than our CEO and
CoB, the Company's Compensation Policy provides that the annual bonuses may be calculated based on measurable financial metrics and/or
measurable non-financial metrics, as pre-determined by our HR & Compensation Committee and Board of Directors, and/or determined based
on a qualitative evaluation. The HR & Compensation Committee and Board of Directors may determine, in any given year, that the STI
payout for such Executive Officers will be granted, in whole or in part, according to a qualitative evaluation of non-measurable items,
subject to the maximum STI payout set forth in the Compensation Policy and described below. |
| • |
The maximum STI payout for such Executive Officers, other than
the CEO and CoB, shall not exceed, for any given fiscal year, the lower of 225% of the Executive Officer’s STI Target for such year
and $1 million. |
| • |
For details regarding the STI performance and payout to the five
highest earning senior officers of ICL for 2025, see ‘Five-highest earners STI performance and payout in 2025' below. |
ICL
Group Limited 261
Five-highest
earners STI performance and payout in 2025(2)
|
Executive
Office |
Annual
Base (1) |
STI
Target % |
STI
Target |
Overall
score of % target (3) |
2025
STI Payout |
|
Elad Aharonson(4)
|
NIS 2.62 million (~$0.82 million) |
100% |
NIS 2.54 million (~$0.8 million) |
107.23% |
NIS 2.73 million (~$0.86 million) |
|
Yoav Doppelt |
NIS 1.68 million (~$0.53million) |
NA(5)
|
NIS 1.31 million (~$0.41 million) |
103.8% |
NIS 1.31 million (~$0.41 million) |
|
Uri Perelman |
NIS 1.12 million (~$0.35 million) |
75% |
NIS 0.84 million (~$0.26 million) |
103.96% |
NIS 0.87 million (~$0.27million) |
|
Aviram Lahav |
NIS 1.54 million (~$0.48 million) |
75% |
NIS 1.15 million (~$0.36million) |
99.22% |
NIS 1.15 million (~$0.36 million) |
|
Raviv Zoller |
- |
- |
- |
- |
- |
| (1) |
The Annual Base amounts are calculated based on the December
31, 2025 salary, multiplied by 12 months, translated into US dollars using the US dollar exchange rate in effect on December 31,2025.
|
| (2) |
The adjustments to the Company’s annual net and operating
income, as specified in “Item 5 – Financial Results and Business Overview– A. Operating Results", for purposes of calculating
the STI threshold and the measurable financials goals for the CEO and the CoB, adhere to the Predefined List in the Company's Compensation
Policy. |
| (3) |
For all executive officers, this column represents the weighted
percentage score of the measurable financial and non-financial goals (including ESG targets) and qualitative evaluation, as applicable.
|
| (4) |
The STI payout for 2025 reflects a pro‑rata calculation
based on Mr. Aharonson’s service in both roles during the year. For the period as President of the Growing Solutions division, the
STI payout was ~NIS 0.22 million (approximately $69,000) (96.53% of a target STI of ~NIS 0.23 million (approximately $72,000), representing
75% of an annual base salary of ~NIS 1.55 million (approximately $0.48 million)). For the period as Chief Executive Officer, the STI payout
was ~NIS 2.51 million (approximately $0.79 million) (108.27% of a target STI of ~NIS 2.32 (approximately $0.73 million), representing
100% of an annual base salary of ~NIS 2.88 million (approximately $0.9 million)). The combined STI payout for 2025 was ~NIS 2.73 (approximately
$0.86 million), reflecting 107.23% of a weighted STI target of ~NIS 2.54 million (approximately $0.8 million), based on a weighted annual
base salary of ~NIS 2.62 million (approximately $0.82 million). |
| (5) |
Mr. Doppelt’s STI Target for 2025 (which was also his maximum
potential STI payout) under his compensation terms was set at a nominal NIS 1.2 million (approximately $0.28 million) until March 6, 2025,
the date on which the shareholders' meeting approved the change in Mr. Doppelt’s compensation, and as of March 7, 2025, at NIS 1.34
million (approximately $0.41 million), linked to CPI adjustments. Mr. Doppelt’s 2025 STI Target of NIS 1.31 million was calculated
on a pro rata basis, reflecting the two periods described above. |
ICL
Group Limited 262
C. BOARD PRACTICES
Board
of Directors
According
to our Articles of Association, we must have no less than seven and no more than twenty directors on our Board of Directors (including
our external directors). Our directors (other than our external directors) are typically elected by our shareholders at our annual general
meeting of shareholders. Our Board of Directors is also authorized to appoint directors to fill vacancies or for any other reason. Each
of our directors, other than our external directors, serves from the date of election or appointment until our next annual meeting of
shareholders. According to our Articles of Association, the majority of our Board of Directors must be both citizens and residents of
Israel. The approval of at least a majority of the voting rights represented at a shareholders’ meeting and voting on the matter
is generally required to remove any of our directors from office (other than external directors as detailed below).
As
of the date of this Annual Report, our Board of Directors consists of twelve directors. In the event of equal votes of our Board of Directors,
our Chairman of the Board has the right to cast the deciding vote.
Dr.
Miriam Haran and Ms. Dafna Gruber serve as “external directors” according to the Companies Law. Messrs. Lior Reitblatt, Gadi
Lesin and Shalom Shlomo and Ms. Tzipi Ozer Armon qualify as independent directors, as defined in the Companies Law. Mses. Tzipi Ozer Armon,
Miriam Haran, Dafna Gruber and Michal Silverberg, as well as Messrs. Reem Aminoach, Lior Reitblatt, Gadi Lesin, Avisar Paz and Shalom
Shlomo qualify as independent directors under the rules applicable to US companies listed on the NYSE. Messrs. Yoav Doppelt, Aviad Kaufman
and Sagi Kabla are not considered independent directors by virtue of the positions they hold, or previously held, with our controlling
shareholder's group. We do not have service agreements with our current directors, excluding our Executive Chairman of the Board, Mr.
Yoav Doppelt.
Board
Composition
The
Company's Board of Directors has adopted an outline for institutionalizing and improving the structure and composition of the Board of
Directors, reflecting, among other things, the Company's ambition to maintain a diverse composition of its board of directors, which represents
diverse backgrounds, expanding skillsets and experience, and encompasses a wide range of special expertise, such as high-level managerial
experience in a complex organization; strong global experience; skills and experience in dealing with complex issues; experience with
strategy setting; experience in managing global businesses, working with emerging markets and business development experience in high-volume
businesses; experience in corporate governance, sustainability and environmental expertise, risk management and regulation, and gender
diversity. The aforementioned outline also includes guiding principles for the appointment of external directors in the Company. In addition,
the Company strives to have a board of directors comprised of directors with the following expertise: industry expertise; corporate governance
expertise; environmental, biodiversity and climate expertise; logistics and operational expertise; safety expertise, etc. Accordingly,
the Company strives to integrate within its board, directors with expertise in such areas, whether with new appointments or upon replacement
of a director's vacant position.
ICL
Group Limited 263
Board
Effectiveness Review
Our
Board of Directors is committed to continuous improvement and recognizes the fundamental role a robust Board of Directors and committee
evaluation process play in ensuring that our Board of Directors maintains optimal composition and functions effectively. In the annual
self-evaluation process, the members of the Board of Directors conduct a confidential assessment of the performance, risk oversight and
composition of the Board and its committees, as relevant. As part of the evaluation process, the Board of Directors reviews the effectiveness
and overall composition of the Board of Directors, including director tenure, board leadership structure, diversity and skill sets, the
quality and scope of the materials distributed in advance of meetings and the board's access to Company executives and operations, to
ensure the Board of Directors serves the best interests of shareholders and positions the Company for future success. After the evaluations,
the board and committees, in conjunction with the corporate secretariat function, work to improve upon any issues presented during the
evaluation process and to identify opportunities that may lead to further improvement. While this formal self-evaluation is conducted
on an annual basis, the evaluation process is an ongoing process throughout the year. Directors continuously share their perspectives,
feedback, and suggestions throughout the year, whether during the board’s executive sessions or otherwise.
New
Directors On-boarding & Directors' Trainings
The
Company has a tailored and robust onboarding program for new directors, aimed to familiarize the new directors with key topics, such as
the board’s structure, governance and responsibilities, the Company’s organizational structure, the Company’s strategic
objectives and key performance indicators (KPIs), the Company’s business environment and market overview, financial reporting and
legal proceedings. The program is formalized and tailored to take into account the unique backgrounds, experiences and expected committee
responsibilities of each new director. The program includes an educational overview of the Company's public disclosures, including website,
regulatory filings, governance documents, investor presentations, annual and long-term budget materials. In addition, we schedule meetings
for the new directors with other directors, key executives and business leaders to gain business insights into the Company, and the culture
of the board and how it operates. Additional onboarding activities (such as site visits) are calendared throughout the year to foster
an ongoing onboarding program.
The
board operates according to annual and long-term plans, which include, among other things, training on various issues (such as climate
change, sustainability, AI, governance, compliance, HR & people trends, etc.), in addition to educational sessions on the business
environment, our products, competition view, compliance, and other topics.
External
Directors
As
a public Israeli company, we are required by the Companies Law to have at least two external directors who meet certain independence criteria
to ensure that they are not related to the Company or to our controlling shareholder. The definition of an “external director”
or "independent director" under the Companies Law and the definition of an “independent director” under the NYSE rules are
very similar, and thus, we would generally expect a director who qualifies as one to also qualify as the other. However, since the definitions
provided in Israeli law and US law are not identical, it is possible for a director to qualify as one but not necessarily as the other.
ICL
Group Limited 264
An
external director is required to have either financial and accounting expertise or professional qualifications, as defined in the relevant
regulations promulgated under the Companies Law, and at least one of the external directors is required to have financial and accounting
expertise. Our external directors, Ms. Dafna Gruber and Dr. Miriam Haran, have financial and accounting expertise as defined in such regulations.
An external director is entitled to reimbursement of expenses and compensation as provided in the Compensation Regulations promulgated
under the Companies Law but is otherwise prohibited from receiving any other compensation from us, directly or indirectly, during his
or her term of office and for two years thereafter.
Under
the Companies Law, external directors must be elected at a shareholders’ meeting by a simple majority of the votes cast, provided
that either of the following conditions is met: (i) such majority includes a majority of the votes cast by non‑controlling shareholders
and shareholders who do not have a personal interest in the election (excluding a personal interest that did not result from the shareholder’s
relationship with the controlling shareholder), excluding abstentions, or (ii) the votes cast by non-controlling shareholders and shareholders
who do not have a personal interest in the election opposing the election (excluding a personal interest that did not result from the
shareholder’s relationship with the controlling shareholder) did not exceed 2% of our aggregate voting rights. Generally, external
directors may serve for up to three terms of three years each, and as a company whose shares are traded on the NYSE, our Audit and Accounting
Committee and Board of Directors may nominate external directors for additional three-year terms under certain circumstances for election
by the shareholders by the same majority required for election of an external director as described above. Even if an external director
is not nominated by our Board of Directors for reelection for a second or third term, an external director may be nominated for reelection
for up to two additional three year terms, by (i) one or more shareholders holding at least 1% of our voting rights (provided the external
director is not an "affiliated or competing shareholder", or a relative of such a shareholder, at the time of the appointment, and is
not "affiliated" with such a shareholder at the time of the appointment or within the two years preceding the date of appointment, as
such terms are defined in the Companies Law). In such circumstances, the reelection of the external director requires the approval of
our shareholders by a majority of the votes cast by non‑controlling shareholders and shareholders who do not have a personal interest
in the election (excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder
and excluding abstentions) and the votes cast by such shareholders approving the reelection must exceed 2% of our aggregate voting rights;
and (ii) the external director him or herself, in which case the election by the shareholders is by the same majority required for the
initial election of an external director, as described above. The term of office of an external director may be terminated prior to expiration
only by a shareholder vote, by the same threshold required for election, or by a court, but in each case only if the external director
ceases to meet the statutory qualifications for election or if the external director breaches his duty of trust to us.
Under
the Companies Law, each committee of the Board of Directors that exercises power of the Board of Directors must include at least one external
director, and all external directors must be members of the Company’s Audit Committee and Compensation Committee.
As
of the date of this Annual Report, we have two external directors: Dr. Miriam Haran, whose second three-year term commenced on July 16,
2024, and Ms. Dafna Gruber, whose second three-year term commenced on January 26, 2025.
ICL
Group Limited 265
Financial
Experts
Our
Board of Directors has resolved that at least three of its members must have financial and accounting expertise, as such term is defined
in regulations promulgated under the Companies Law. Our Board of Directors has further determined, based on qualification statements delivered
to the Company, that ten out of our twelve serving directors meet such financial and accounting expertise requirements. For further details,
see “Item 6 - Directors, Senior Management and Employees — A. Directors and Officers.”
In
addition, our Board of Directors has determined that all members of our Audit and Accounting Committee are financially literate for purposes
of meeting the NYSE rules and are qualified to serve as “audit committee financial experts” as defined by SEC rules.
Alternate
Directors
Our
Articles of Association, consistent with Israeli law, provide that any director may appoint another person who is not a director or serving
as an alternate director (or, in the case of an alternate director for a member of a committee of the Board of Directors, another director,
provided the alternate director does not serve as a member of such committee) to serve as his/her alternate director, subject to the approval
of the Board of Directors. A person who is not qualified to be appointed as an independent director, pursuant to the Companies Law, may
not be appointed as an alternate director of an independent director qualified as such under the Companies Law. The term of an alternate
director can be terminated at any time by the appointing director or the Board of Directors and automatically terminates upon the termination
of the term of the appointing director. An alternate director has the same rights and responsibilities as a director, except for the right
to appoint an alternate director. No alternate director was appointed during the reported period.
Our
Board Committees
Our
Board of Directors has established the following committees, which operate in accordance with written charters or procedures that set
forth, among other things, such committee’s structure, manner of operations, qualification and membership requirements, responsibilities
and authorities.
ICL
Group Limited 266
Audit
and Accounting Committee (Statutory Committee)
Members
Dafna
Gruber (Chair)
Dr.
Miriam Haran
Lior
Reitblatt
Gadi
Lesin
Under
the Companies Law, the Audit Committee must consist of at least three directors who meet certain independence criteria and must include
all of the Company’s external directors. The Chair of the Audit Committee is required to be an external director.
In
addition to meeting the requirements of Israeli law, our Audit and Accounting Committee also complies with the requirements applicable
to US companies that are listed on the NYSE and with SEC rules. All members of our Audit and Accounting Committee are also independent
directors, as such term is defined in SEC rules and the NYSE listing requirements. Our Board of Directors has determined that all the
members of the Audit and Accounting Committee are financially literate as provided in the NYSE rules.
Main
Responsibilities
| • |
Identifying and addressing flaws in the business management of
the Company. |
| • |
Review and approve interested party transactions; determine criteria
for classification and approval of interested party transactions. |
| • |
Establishing whistleblower procedures. |
| • |
Overseeing the Company’s internal audit system and the
performance of its internal auditor. |
| • |
Appointment, compensation, oversight and scope of work assessment
of the Company’s independent accounting firm. |
| • |
Monitoring ICL’s financial statements and the effectiveness
of its internal controls. |
| • |
Ensure the Company’s compliance with legal and regulatory
requirements and adherence to corporate governance best practices. |
| • |
Overseeing ICL’s risk management, including monitoring
the activities to manage and mitigate the identified risks. |
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Human
Resources & Compensation Committee (Statutory Committee)
Members
Dr.
Miriam Haran (Chair)
Dafna
Gruber
Lior
Reitblatt
Under
the Companies Law, the Compensation Committee must consist of at least three directors who meet certain independence criteria and include
all of the Company’s external directors, who are required to constitute a majority of its members. The Chair of the Compensation
Committee must be an external director. The members of the Compensation Committee are remunerated for their service in accordance with
the Compensation Regulations governing the compensation of external directors.
All
members of our HR & Compensation Committee are also independent directors as such term is defined in the NYSE listing requirements
and SEC rules.
Main
Responsibilities
| • |
Recommending to the Board of Directors a policy governing the
compensation of officers and directors based on specific criteria. |
| • |
Recommending to the Board of Directors, from time to time, updates
to such compensation policy. |
| • |
Reviewing the implementation of such compensation policy.
|
| • |
Deciding whether to approve transactions with respect to terms
of office and employment of officers and directors (which require approval by the compensation committee under the Companies Law).
|
| • |
Approving, under certain circumstances, an exemption from shareholder
approval of the compensation terms of a candidate for chief executive officer (who meets certain non-affiliation criteria, in accordance
with the provisions of the Companies Law). |
| • |
Overseeing the Company’s bonus and equity plans.
|
| • |
Overseeing evaluation of top management and employees.
|
| • |
Overseeing succession planning. |
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Climate,
Sustainability & Community Relations Committee
Members
Dr.
Miriam Haran (Chair, Environmental Expert)
Sagi
Kabla
Gadi
Lesin
Shalom
Shlomo
Our
Climate, Sustainability and Community Relations Committee is not a statutory committee and is not authorized to exercise any power of
our Board of Directors and has advisory authority only.
Main
Responsibilities
| • |
Overseeing ICL’s climate, sustainability, safety, environment
and water management related risks and opportunities, targets, policies and programs. |
| • |
Overseeing ICL’s community outreach programs, public relations
and advocacy. |
| • |
Overseeing diversity and inclusion aspects in the Company.
|
Financing
Committee
Members
Sagi
Kabla (Chair)
Aviad
Kaufman
Avisar
Paz
Dafna
Gruber
Our
Financing Committee is not a statutory committee and is not authorized to exercise any power of our Board of Directors and has advisory
authority only.
Main
Responsibilities
| • |
Overseeing ICL’s financing and equity management and operations,
including loans, equity offerings, hedging, debt and other financing vehicles. |
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Regulation
Committee
Members
Shalom
Shlomo (Chair)
Tzipi
Ozer-Armon
Miriam
Haran
Reem
Aminoach
Our
Regulation Committee is not a statutory committee and is not authorized to exercise any power of our Board of Directors and has advisory
authority only.
Main
Responsibilities
| • |
Overseeing ICL's preparedness for significant regulatory changes
expected in the coming years, including preparations related to the expiration of the Dead Sea concession and the processes for allocating
a new concession in 2030. |
Board
and Committees attendance in 2025
|
Organ
Name |
Number
of Meetings in
Reported
Year |
Average
Attendance |
|
Board of Directors |
24 |
98% |
|
Audit & Accounting Committee |
10 |
98% |
|
Human Resources & Compensation Committee
|
10 |
100% |
|
Climate, Sustainability & Community Relations
Committee |
4 |
100% |
|
Financing Committee |
2 |
100% |
|
Regulatory Committee |
2 |
100% |
ICL
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Internal
Auditor
Under
the Companies Law, the Board of Directors of a public company is required to appoint an internal auditor pursuant to the recommendation
of the Audit Committee. The role of the internal auditor is to examine, among other things, whether the Company’s actions comply
with applicable law, Company procedures and proper business procedures. Under the Companies Law, the internal auditor may not be an interested
party (as defined in the Companies Law), a director or an officer of the Company, or a relative of any of the foregoing, nor may the internal
auditor be the Company’s independent auditor or a representative thereof.
As
of the date of this Annual Report, our internal auditor is Mr. Amir Meshulam, a certified public accountant in Israel. Mr. Meshulam holds
an LLB degree from the College of Management and is a member of the Israel Bar. Mr. Meshulam’s education, skills and experience
were among the Board of Directors’ considerations in approving the appointment. Mr. Meshulam has served in this position since August
2018. Mr. Meshulam is a Company employee, and reports to the Executive Chairman of the Board of Directors.
Our
internal auditor oversees the work of various internal auditors acting on his behalf throughout the organization.
Our
internal auditor acts in accordance with the defined Internal Audit Charter and is required to comply with internal auditors' standards.
Mr. Meshulam holds periodic meetings with the Audit Committee, without management present, as often as deemed necessary, and at least
once a year. In addition, the Internal Auditor holds monthly meetings with our Executive Chairman of the Board and with the Chairman of
the Audit Committee.
The
internal audit's annual and multi-year work plans are risk-based plans. They have been designed based on a global risk assessment and
were examined against industry standards and benchmarks. The audits of all the operational sites are performed every 3 years, including
examination of various risk areas, such as ethics and compliance, environmental, operational, safety and procedures. The plans are reviewed
and approved by the Audit Committee and the Board of Directors. In addition, a high-level risk assessment is carried out annually and
the audit plan is reassessed and approved.
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Insurance
and indemnification
The
Articles of Association of the Company and its Israeli subsidiaries include provisions that permit exemption, indemnification and insurance
of the liability of officers and directors, all in accordance with the provisions of the Companies Law.
The
Company, with the approval of HR & Compensation Committee, the Board of Directors and the shareholders, granted its officers and directors
a letter of exemption and indemnification, and also maintains an insurance policy covering directors' and officers' liability, which is
renewed annually. The directors' and officers' liability insurance and the exemption and indemnity undertaking do not apply to those cases
specified in Section 263 of the Companies Law. The exemption is from liability for damages caused and/or that will be caused, by those
officers and directors as a result of a breach of the duty of care to the Company. Regarding directors who are office holders of Israel
Corp., who may serve from time to time, in January 2021, the shareholders approved to extend the period for exemption and indemnification
entered into with such office holders, for an additional nine years, commencing November 30, 2020, provided that the exemption shall not
apply to liabilities arising in connection with a transaction or resolution in which a controlling shareholder or an office holder, including
an office holder who is other than the office holder party to the agreement, has a personal interest (within the meaning of the Companies
Law). The amount of indemnification payable by the Company under the letters of indemnification, in addition to amounts received from
an insurance company, if any, for all of the officers and directors on an aggregate basis, for one or more of the events detailed therein,
is limited to $300 million.
D&O
Framework Transaction
The
Company’s directors’ and officers’ liability insurance policies include a two-tier coverage for directors’ and
officers’ liability, comprising of a joint primary tier with Israel Corp. and a separate tier covering ICL alone. Our directors
and officers are beneficiaries of both tiers.
The
Company’s directors’ and officers’ liability insurance policy for 2025 was approved by the Company's authorized organs
in February 2025, in accordance with the Israeli Companies Regulations (Relief in Transactions with Interested Parties), 5760-2000 (the
“Relief Regulations”) and the Company’s Compensation Policy, and is in effect until March 2026. The 2025 directors’
and officers’ liability insurance policy included a liability limit of $200 million for both tiers (comprised of a liability limit
of $40 million for the joint tier with Israel Corp. and additional Side A coverage (directors and officers only) of $160 million for the
Company only).
In
February 2026, the Company's directors’ and officers’ liability insurance policy for 2026 was approved by the Company's authorized
organs, in accordance with the Relief Regulations and the Compensation Policy, effective as of March 2026. The 2026 directors’ and
officers’ liability insurance policy continues to include a liability limit of $200 million for both tiers (comprised of a limit
of $40 million for the joint tier with Israel Corp. and additional Side A coverage (directors and officers only) of $160 million for the
Company only).
Other
Information
We
have not engaged in any arrangements with directors providing for benefits upon termination of employment, with the following exception:
In the event of termination of Mr. Yoav Doppelt's term of office as Executive Chairman of the Board, he will be entitled to a six-month
adjustment period and six-month advance notice period, during both of which he will continue to be entitled to all of his compensation
terms, including STI payouts and continued vesting of his existing LTI plans.
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D. Human Capital
Human
Capital
At
ICL, we acknowledge that our people are fundamental to our success. We strive to create an inclusive, global company culture in which
we attract, develop, and retain high performing, engaged, and diverse talent to deliver on our business strategy.
We
strive to unite our employees towards the common goal of creating impactful solutions for humanity’s greatest sustainability challenges.
We are committed to making a positive impact in the worlds of food, agriculture, and industrial products, and advancing humanity for a
sustainable future. We do so in alignment with our three core values: Ingenuity, Care, and Leadership.
Breakdown
of Employees by Segments
|
2025
|
2024
|
2023
|
|
Phosphate Solutions |
3,751
|
3,765 |
3,970 |
|
Growing Solutions |
3,548
|
3,612 |
3,630 |
|
Potash |
1,995
|
2,063 |
2,092 |
|
Industrial Products |
1,568
|
1,605 |
1,615 |
|
Global functions and headquarters |
1,303
|
1,304
|
1,243
|
|
Sub Total |
12,165
|
12,349 |
12,550 |
|
Temporary employees |
842
|
718
|
800
|
|
Total employees |
13,007
|
13,067 |
13,350 |
*Based
on the managerial structure of the company.
Geographic
Breakdown of Employees
|
2025
|
2024
|
2023
|
|
Israel |
4,427
|
4,507 |
4,548 |
|
China |
1,942
|
1,938 |
1,984 |
|
Brazil |
1,505
|
1,580 |
1,637 |
|
Spain |
863
|
879 |
918 |
|
USA |
821
|
853 |
820 |
|
Germany |
699
|
686 |
704 |
|
UK |
698
|
693 |
705 |
|
Netherlands |
554
|
557 |
580 |
|
France |
123
|
124 |
126 |
|
All other |
533
|
532
|
528
|
|
Sub Total |
12,165
|
12,349 |
12,550 |
|
Temporary employees |
842
|
718
|
800
|
|
Total employees |
13,007
|
13,067 |
13,350 |
As
of December 31, 2025, the Company’s workforce was comprised of 13,007 employees compared to 13,067 employees as of December 31,
2024, a decrease of 60 employees, due to organizational efficiency plans that adapt resources and costs to business requirements.
As
a result of these adjustments, recruitment slowed down along with the rate of growth, which resulted in a moderate decrease in the number
of employees in several regions around the world.
ICL
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Employer
of Choice
At
ICL, we believe that engaged and effective employees are key to our success. We strive to continue to be an Employer of Choice (EoC) and
a favorable place to work in every region in which we operate. Towards this goal, we conduct surveys to assess our strengths and areas
of opportunity, we measure our progress and define concrete action plans to strengthen our position as an EoC. The surveys consistently
show that our employees are proud to work at ICL, are engaged and motivated, and would recommend ICL as a good place to work. Our overall
average engagement and enablement scores are above manufacturing and hi-tech norms. In 2025, ICL continued to receive global and local
acknowledgement as a great place to work.
Talent
Management
We
believe in empowering employees to grow and develop. Our approach to career development is personalized – it includes ongoing dialogue
regarding performance, understanding career aspirations, access to an advanced digital learning experience platform, an internal portal
to explore job opportunities, and more. With a skill-based approach to development, employees are empowered to build a well-rounded skill
set that will contribute to their overall professional growth and success, not just for a specific role. We encourage employees to further
develop themselves and achieve their career aspirations, which, in turn, drives our overall success.
Leadership
In
an era defined by disruption and rapid change, effective leadership has become crucial. We have embarked on a leadership development journey
with the goal of creating a culture of leadership for all.
In
2025, we continued to invest in the leadership development of one of the most critical layers of the organization – middle management
– through our Rise program’s follow up activities known as Rise-Beyond. The purpose of this program is to enhance the leadership
capabilities and mindset of middle managers through a global development experience aligned with ICL’s leadership model.
2025
Annual theme was Leadership, marking a strategic commitment to empowering our people and strengthening
our leadership culture. Guided by our Leadership for All approach, which recognizes leadership
as a capability that extends beyond formal roles, we believe every employee can develop skills to lead with impact. Accordingly, we offered
employees at all levels inclusive opportunities to build leadership skills and capabilities through dedicated programs (including mentoring,
‘Leadership Impact’ and ‘Leadership in Action’ programs). By embedding leadership development into everyday work,
we foster continuous growth, collaboration and innovation across the organization.
Learning
We
believe in encouraging and enabling continuous, lifelong learning, and empowering individuals through self-directed, personalized learning
and development.
ICL
offers a wide range of learning programs, both online and in-person, designed to meet the diverse needs of our employees. In light of
the transformative potential of AI, we are committed to integrating AI-driven learning and development tools and platforms, leveraging
both internal and external solutions. These tools and capabilities will enable smarter, more personalized learning experience, supporting
employees in developing critical skills for the future.
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Group Limited 274
Our
learning and development framework includes a broad portfolio of professional development solutions, such as dedicated Academies in Agronomy,
Innovation, Operational Excellence, Sales, and Human and Organizational Performance (HOP), alongside Engineer University and a range of
development resources designed to support engineers in expanding their knowledge and expertise. While we continue to transition to new
centralized learning platforms, we continue to provide extensive opportunities for learning and growth across multiple channels.
Employee
Experience & Wellbeing
In
today's business environment, characterized by accelerating turbulence and disruption, employee experience and wellbeing have become more
important than ever. Our goal is to create a positive, meaningful, healthy, and productive environment for employees throughout their
tenure with the organization.
In
2025, we continued to strengthen our Employee Experience Center of Excellence to enable us to design positive experiences at pivotal,
key moments that matter to employees. The results of our Employer of Choice survey provide us with valuable information regarding employee
engagement and enablement that help us improve the overall employee experience. In addition, we are evaluating the integration of Artificial
Intelligence technologies (AI) into our people practice simplifying processes, automate workflows, innovate, and improve the overall employee
experience.
During
this year, we extended our efforts to enhance employee wellbeing through our BeWell@ICL initiative. This included diversifying our range
of offerings, as well as expanding to additional countries. Our offer included sport activities and workshops on various topics, including
healthy lifestyle, nutrition, mindfulness, improved work environment and more.
Promoting
Diversity, Inclusion & Belonging (DIB)
At
ICL, Diversity means understanding, accepting, and valuing differences between people, including
those of different races, nationalities, religions, gender, ages, disabilities, sexual orientations, and ethnicities, and those with differences
in education, personalities, life experiences and knowledge base. Inclusion means welcoming and
embracing colleagues who look, act, and think differently. It means a collaborative, supportive and respectful environment that increases
the participation and contribution of all employees. Inclusion is ICL’s attempt to welcome and acknowledge what makes each of its
employees unique. We view Belonging as a human need. At ICL, we understand that we are compelled
to belong and that we are compelled to belong in our own unique way.
With
All our Differences, Becoming Stronger Together
As
part of our Employer of Choice journey, we conduct periodical global survey to measure employee engagement and enablement, and we have
committed to becoming a more inclusive and attentive organization.
One
of the key milestones in this important journey is committing to ICL’s Diversity and Inclusion (D&I) policy that will strengthen
ICL’s direction and provide a measurement in this area.
As
an integral part of ICL’s journey toward becoming an Employer of Choice, the Company is deeply committed to fostering a more diverse,
inclusive, and attentive organizational culture. In pursuit of this goal, a Global ICL Diversity, Inclusion, and Belonging (DIB) Officer
was appointed in 2020. This role carries the responsibility of fortifying the Company's foundation by cultivating a DIB culture and enhancing
ICL’s DIB measures.
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Group Limited 275
The
Diversity, Inclusion and Belonging at ICL consists of 5 pillars strategy:
Pillar
1: Take a Stand
Executives
play a critical role in supporting DIB in the workplace, making this pillar a fundamental part of our strategy. Senior leadership
is responsible for setting the tone and direction of Company culture, policies, and practices, and can make or break the success of DIB
at an organizational level. ICL’s senior leadership are excited about and supportive of our DIB initiatives and demonstrate their
contribution and personal commitment. With our executives leading by example, they send the message that DIB work is valued, critical,
and essential for our success.
Pillar
2: Hold up a Mirror
Without
transparency commitment is nothing more than words. When an organization publicly reports its diversity and inclusion metrics, it becomes
more accountable to its employees, customers, and stakeholders. This transparency can encourage an organization to take concrete actions
to improve its DIB efforts. Data-driven decision-making is essential for effective DIB strategies. By having accurate statistics, ICL
can make informed decisions about where to allocate resources, which programs to implement, and how to address specific challenges faced
by underrepresented groups.
| • |
Bloomberg’s ESG Index |
Since
2019, ICL has demonstrated a sustained commitment to advancing gender equality by reporting gender-related workplace data in alignment
with Bloomberg’s Gender Reporting Framework (The GEI Framework). This global standard supported the assessment of our progress in
achieving equal gender representation across organizational levels, commitment to gender equality goals, and the implementation of policies
designed to mitigate the impact of familial responsibilities in the workplace. The framework considered corporate efforts to positively
influence women beyond the employee base. Through transparent disclosure we greatly reinforce our dedication to accountability, continuous
improvement and evidence-based decision making in the advancement of gender equality.
As
of 2024, ICL is a scored entity within Bloomberg’s ESG data coverage, enabling access to Bloomberg’s Environmental, Social
and Governance (ESG) Scores via the Bloomberg Portal. These scores integrate gender-related metrics and allow us to benchmark our performance
against industry peers, review detailed scoring methodologies, and better understand our positioning within the industry and broader ESG
landscape.
Through
the portal, scored entities can also review and, if necessary, update publicly reported ESG input data points that form the foundation
of their Bloomberg-assigned scores.
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Group Limited 276
ICL’s
performance highlights (calculated as of December 2025) include:
| • |
Overall ESG Score: 5.57, with a percentile ranking of 93.7.
|
| • |
Environmental Score: 5.33, with a percentile ranking of 97.9.
|
| • |
Social Score: 3.96, with a percentile ranking of 70.5.
|
| • |
Governance Score: 7.84, with a percentile ranking of 96.8.
|
Notably,
percentile rankings (on a scale of 0 to 100, where 100 is the highest) are available for Overall, Theme, Pillar, and Issue Scores. These
percentiles, computed for each BECS Level 3, enable meaningful comparisons across companies, even when they belong to different peer groups.
| • |
United Nations Global Compact |
In
line with the multi-year strategy of the UN Global Compact, ICL actively champions business awareness and action, aligning with the Sustainable
Development Goals (SDG`s) by 2030. The SDG`s provide a powerful aspiration for global improvement – illustrating the direction we
collectively aim to move towards, and the steps needed to reach our goals. Since 2021, ICL proudly holds the status of official business
participant of the UN Global Compact and is publicly committed to supporting its principles.
ICL's
dedication extends beyond rhetoric; we are committed to actively practicing responsible business methods. By combining these principles
with collaboration and innovation, ICL is determined to be a catalyst for impactful change in markets and societies. This commitment solidifies
the understanding that at ICL principles and profit coexist harmoniously, contributing to a sustainable and inclusive future for all.
| • |
Women’s Empowerment Principles (WEP)
|
The
Women’s Empowerment Principles (WEPs) are a set of principles offering guidance to business on how to promote gender equality and
female empowerment in the workplace, marketplace and community. Established by UN Global Compact and UN Women, the WEPs are informed by
international labor and human rights standards and grounded in the recognition that businesses have a stake in, and responsibility for,
gender equality and female empowerment.
ICL’s
CEO and President signed the WEP in 2021. The company’s new CEO has signed the WEPs statement of principles, reaffirming both personal
commitment to their implementation and company’s ongoing dedication to these values. By joining the WEPs community, the CEO signals
a commitment to this agenda at the highest levels of the Company and to work collaboratively in multi-stakeholder networks to foster business
practices that empower females. These include equal pay for work of equal value, gender-responsive supply chain practices and zero tolerance
against sexual harassment in the workplace.
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Group Limited 277
Furthermore,
ICL has committed to:
| • |
33% females in senior leadership (T100) by the end of 2030 (in
2025, the percentage was 26% versus 25% in 2024). |
| • |
45% females on ICL’s Board of Directors by 2028 (in 2025,
the percentage was 33,33% versus 33.33% in 2024). |
In
accordance with ICL’s ESG strategy and to reflect our commitment, ESG performance targets, including diversity and gender equality
improvement, have been integrated into the incentive plan for all executive officers. The enhancement of diversity and gender equality
is also incorporated into ICL’s senior management compensation policy, aligning with the Company's commitment to fostering an inclusive
workplace.
As
part of a $250 million Sustainability-Linked Loan (SLL) obtained in 2021, ICL set and achieved a 2024 target for women to represent 25%
of senior management. In 2023, the Company entered into a $1.55 billion Sustainability-Linked Revolving Credit Facility that also included
sustainability-based KPIs, among them a 2025 goal for women to represent 25% of management, a target the Company successfully maintained.
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Group Limited 278
See
below females in senior leadership (T100)
Pillar
3: Understanding by Learning
Learning
about diversity and inclusion helps individuals develop a deeper awareness and understanding of the various dimensions of diversity, including
race, gender, ethnicity, sexual orientation, age, abilities, and more. This knowledge fosters empathy and reduces unconscious biases.
Furthermore, learning about Diversity and Inclusion is essential for promoting an inclusive culture, mitigating biases, enhancing communication
and collaboration, complying with legal standards, fostering innovation, understanding diverse markets, and developing effective leaders
in an increasingly diverse and interconnected world.
Pillar
4: Support from Within
Employee
Resource Groups (ERGs) are important components of a comprehensive Diversity and Inclusion strategy. They create a sense of community,
provide visibility and support for underrepresented groups, offer professional development opportunities, and contribute to a more inclusive
and vibrant organizational culture.
Through
the ERGs we build a sense of community and belonging for employees by connecting people socially and professionally and encouraging interaction
between employees. Their voice is strong, and the ERGs can address issues within the Company that improve the engagement and sense of
belonging of many. This activity includes the She Impact regional ERGs dedicated to creating a culture that celebrates the strength of
women, promotes equity and empowerment for women within ICL.
In
2025, we launched the Anat Tal-Katlav She Impact Award to recognize women demonstrate leadership
and drive positive change within ICL. Named after Anat Tal-Katlav, the first woman to serve as President of ICL Industrial Products Division,
the award reflects her legacy of business excellence and commitment to social responsibility, inspiring others to lead and create meaningful
impact.
Pillar
5: Focus on celebrating our global and local differences
Recognizing
and appreciating the contributions of individuals and teams towards the organization's Diversity, Inclusion, and Belonging (DIB) goals.
This fosters a sense of value and pride, enhancing employee motivation and morale. By providing positive reinforcement, it underscores
the organization's commitment to valuing diversity and creating an inclusive workplace.
ICL
Group Limited 279
E. SHARE OWNERSHIP
Share-based
payments to employees
For
information regarding the share-based payments to the Company's employees in the form of non-marketable options and restricted shares
of the Company, and for information regarding under the amended 2014 Equity Compensation Plan and the grants in prior years made under
the said Plan, see Note 19 to our Audited Financial Statements.
For
information with respect to share ownership of members of our Management and Supervisory Boards and our senior management see “Item
7 - Major Shareholders and Related (and Interested) Party Transactions”.
Item 7 – MAJOR
SHAREHOLDERS AND RELATED (AND INTERESTED) PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
The
following table presents, as of March 10, 2026, (unless otherwise noted below), the beneficial ownership of our ordinary shares by each
person who is known by us to be the beneficial owner of 5% or more of our outstanding ordinary shares and each of our directors and executive
officers. The data presented is based on information provided to us by the holders or disclosed in public regulatory filings.
The
number of ordinary shares beneficially owned by each entity, person, executive officer or director is determined in accordance with the
rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that
the individual has the right to acquire within 60 days through the exercise of any option, warrant or other right. Except as otherwise
indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with
respect to all common shares held by that person.
Unless
otherwise indicated below, the address for each beneficial owner is c/o ICL Group Ltd., Millennium Tower, 23 Aranha Street, P.O. Box 20245
Tel Aviv, 6120201, Israel.
Based on information provided to us by our transfer agent
in the United States, as of March 10, 2026, we had two holders of record of our Ordinary Shares in the United States, holding, in the
aggregate, 68,399,294 of our outstanding Ordinary Shares, representing approximately 5.30% of our outstanding Ordinary Shares. The number
of record holders in the United States is not representative of the portion of our shares held in the United States, nor is it representative
of the number of beneficial holders residing in the United States, since most of such Ordinary Shares were held of record by one U.S.
nominee company, CEDE & Co., the nominee of The Depository Trust Company.
ICL
Group Limited 280
|
Shareholders |
Ordinary
Shares Beneficially Owned(1) |
Special
State Share | ||
|
Number
|
%
|
Number
|
%
| |
|
Israel Corporation Ltd. (2)
|
567,018,587 |
43.93%** |
- |
- |
|
State of Israel (3)
|
- |
- |
1 |
100% |
|
The Phoenix Holdings Ltd. (4)
|
99,513,244 |
7.12% |
- |
- |
|
Migdal Insurance & Financial Holdings
Ltd. (5) |
88,693,705 |
6.87% |
- |
- |
|
Harel Insurance Investments & Financial
Services Ltd. (6) |
67,769,160 |
5.25% |
- |
- |
|
Menora Mivtachim Holdings Ltd. (7)
|
65,339,816 |
5.03% |
- |
- |
|
Altshuler Shaham Ltd. (8)
|
64,691,143 |
5.01% |
- |
- |
|
Yoav Doppelt (9)
|
1,712,995 |
* |
- |
- |
|
Avisar Paz (10)
|
25,389 |
* |
- |
- |
|
Aviad Kaufman |
- |
* |
- |
- |
|
Sagi Kabla |
- |
* |
- |
- |
|
Lior Reitblatt (11)
|
62,092 |
* |
- |
- |
|
Reem Aminoach (12)
|
62,092 |
* |
- |
- |
|
Tzipi Ozer Armon (13)
|
24,331 |
* |
- |
- |
|
Gadi Lesin |
- |
* |
- |
- |
|
Miriam Haran (14)
|
53,289 |
* |
- |
- |
|
Dafna Gruber |
- |
* |
- |
- |
|
Michal Silverberg |
- |
* |
- |
- |
|
Shalom Shlomo |
- |
* |
- |
- |
|
Elad Aharonson (15)
|
2,657,905 |
* |
- |
- |
|
Aviram Lahav (16)
|
1,578,159 |
* |
- |
- |
|
Lilach Geva Harel (17)
|
1,305,243 |
* |
- |
- |
|
Ilana Fahima (18)
|
1,305,243 |
* |
- |
- |
|
Anantha Desikan (19)
|
858,793 |
* |
- |
- |
|
Amir Meshulam (20)
|
390,255 |
* |
- |
- |
|
Ilan Barkai (21)
|
157,593 |
* |
- |
- |
|
Nadav Turner (22)
|
973,302 |
* |
- |
- |
|
Nir Ilani |
- |
* |
- |
- |
|
Miri Mishor (23)
|
878,353 |
* |
- |
- |
|
Yaniv Kabalek (24)
|
767,457 |
* |
- |
- |
|
Uri Perelman (25)
|
749,697 |
* |
- |
- |
|
Maya Grinfeld |
- |
* |
- |
- |
*
Less than 1%
**
For further information, please see section (2) below.
ICL
Group Limited 281
| (1) |
The percentages shown are based on 1,290,672,729 ordinary shares
issued and outstanding as of March 10, 2026 (after excluding shares held by us or our subsidiaries). In accordance with SEC rules, beneficial
ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to options that are
exercisable within 60 days of March 10, 2026. Shares issuable pursuant to options are deemed outstanding for computing the percentage
of the person holding such options but are not considered outstanding for computing the percentage of any other person. |
| (2) |
Israel Corp. is a public company listed for trading on the Tel
Aviv Stock Exchange (TASE). Based on the information provided by Israel Corp., Millenium Investments Elad Ltd. (“Millenium”)
and Mr. Idan Ofer are considered as controlling shareholders jointly of Israel Corp., for purposes of the Israeli Securities Law (each
of Millenium and Mr. Idan Ofer hold shares in Israel Corp. directly, and Mr. Idan Ofer serves as a director of Millenium and has an indirect
interest in it as the beneficiary of the discretionary trust that has indirect control of Millenium, as stated below). As of December
31, 2025, Millenium holds approximately 38.28% of the issued share capital (and 38.65% of the voting rights) in Israel Corp., which held
as of December 31, 2025, approximately 43.93% of the voting rights and approximately
43.11% of the issued share capital, of the Company.
To the best of Israel Corp.’s knowledge, Millenium is wholly held by Mashat (Investments) Ltd. (“Mashat”).
Mashat is wholly owned by Ansonia Holdings Singapore B.V. (“Ansonia”) which is incorporated in the Netherlands. Ansonia is
a wholly owned subsidiary of Jelany Corporation N.V. (registered in Curaçao), which is wholly owned subsidiary of the Liberian company,
Court Investments Ltd. (“Court”). Court is wholly owned by a discretionary trust, in which Mr. Idan Ofer is the beneficiary.
In addition, as of December 31, 2025, Lynav Holdings Ltd. ("Lynav"), which is a company controlled by a discretionary trust in which Mr.
Idan Ofer is the beneficiary, held directly approximately 9.39% of the issued share capital (and 9.48% of the voting rights) of Israel
Corp.. Furthermore, as of December 31, 2025, Mr. Idan Ofer held directly approximately 0.05% of the issued share capital of Israel Corp
(and approximately 0.05% of the voting rights).
Even though Israel Corp. holds less than 50% of the Company’s ordinary shares, it still has decisive
influence at the general meetings of the Company’s shareholders and, effectively, it has the power to appoint directors (other than
the external directors) and to exert significant influence with respect to the composition of the Company’s Board of Directors.
As of December 31, 2025, approximately 73 million ordinary shares have been pledged by Israel Corp. to
secure certain liabilities, almost entirely comprised of margin loans with an aggregate outstanding principal amount of $150 million.
|
| (3) |
For a description of the different voting rights held by the
holder of the Special State Share, see “Item 10 - Additional Information— B. Memorandum, Articles of Association and Special
State Share — The Special State Share.” |
| (4) |
Based solely upon and qualified in its entirety with reference
to a Schedule 13G/A filed by The Phoenix Holdings Ltd. (“Phoenix”), with the SEC on November 14, 2024. According to the Schedule
13G/A, the 99,513,244 Ordinary Shares reported therein are beneficially owned by various direct or indirect, majority or wholly-owned
subsidiaries of Phoenix (the “Phoenix Subsidiaries”). The Phoenix Subsidiaries manage their own funds and/or the funds of
others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders
of mutual funds, and portfolio management clients. Each of the Phoenix Subsidiaries operates under independent management and makes its
own independent voting and investment decisions. |
ICL
Group Limited 282
| (5) |
Based solely upon and qualified in its entirety with reference
to a Schedule 13G filed by Migdal Insurance & Financial Holdings Ltd. (“Migdal”) with the SEC on November 13, 2025. According
to the Schedule 13G, of the 78,641,356 Ordinary Shares reported as beneficially owned by Migdal (i) 78,990,548 Ordinary Shares are held
for members of the public through, among others, provident funds, pension funds and insurance policies, which are managed by Migdal, and
(i) 9,703,157 Ordinary Shares are held for members of the public through mutual funds which are managed by Migdal. |
|
(6) |
Based solely upon and
qualified in its entirety by reference to a Schedule 13G filed by Harel Insurance Investments & Financial Services Ltd. (“Harel”)
on March 4, 2026. According to the Schedule 13G, of the 67,769,160 Ordinary Shares reported as beneficially owned by Harel, (i) 66,221,913
Ordinary Shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or
insurance policies and/or exchange traded funds, which are managed by subsidiaries of Harel, each of which subsidiaries operates under
independent management and makes independent voting and investment decisions, (ii) 700,557 Ordinary Shares are held by third-party client
accounts managed by a subsidiary of Harel as portfolio managers, which subsidiary operates under independent management and makes independent
investment decisions and has no voting power in the securities held in such client accounts, and (iii) 846,690 Ordinary Shares are beneficially
held for its own account. |
| (7) |
Based solely upon and qualified in its entirety with reference
to a Schedule 13G filed by Menora Mivtachim Holdings Ltd. (“Menora Holdings”) on November 19, 2025. According to the Schedule
13G, the securities reported are beneficially owned by Menora Holdings and by entities that are direct or indirect, wholly-owned or majority-owned,
subsidiaries of Menora Holdings (the "Subsidiaries"), such as Menora Mivtachim Insurance Ltd., Shomera Insurance Company Ltd., Menora
Mivtachim Pensions and Gemel Ltd., Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd., and Menora Mivtachim Investment Portfolio
Management Ltd. The economic interest or beneficial ownership in a portion of the securities covered by the report (including the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities) is held for the benefit
of insurance policy holders, the owners of portfolio accounts, or the members of the provident funds or pension funds, as the case may
be. |
| (8) |
Based solely upon and qualified in its entirety with reference
to a Schedule 13G filed by Altshuler Shaham Ltd. (“Altshuler”), with the SEC on January 17, 2023. According to the Schedule
13G, of the 64,691,143 Ordinary Shares reported as beneficially owned by Altshuler (i) 61,312,442 Ordinary Shares are held by provident
and pension funds managed by Altshuler Shaham Provident & Pension Funds Ltd., a majority-owned subsidiary of Altshuler, (ii) 3,378,701
Ordinary Shares are held by mutual funds managed by Altshuler Shaham Mutual Funds Management Ltd., a wholly-owned subsidiary of Altshuler;
and (iii) 263,100 Ordinary Shares are held by hedge funds managed by Altshuler Shaham Owl, Limited Partnership, an affiliate of Altshuler-Shaham.
Mr. Gilad Altshuler may be deemed to possess shared investment authority with respect to all of the foregoing Ordinary Shares due to his
indirect 44.81% interest in Altshuler-Shaham, as well as his serving in various investment management capacities for Altshuler-Shaham
and its subsidiaries and affiliates. The foregoing provident and pension funds, mutual funds and hedge funds, are managed for the benefit
of public investors and not for the economic benefit of the foregoing reporting persons. Each of the foregoing reporting persons lack
authority with respect to the voting of all of such Ordinary Shares. |
| (9) |
Includes 1,712,995 ordinary shares subject to options that are
currently exercisable or will be exercisable within 60 days of the date of the table. |
| (10) |
Includes 25,389 ordinary shares. |
| (11) |
Includes 62,092 ordinary shares. |
| (12) |
Includes 62,092 ordinary shares. |
| (13) |
Includes 24,331 ordinary shares. |
| (14) |
Includes 53,289 ordinary shares. |
ICL
Group Limited 283
| (15) |
Includes 2,657,905 ordinary shares subject to options that are
currently exercisable or will be exercisable within 60 days of the date of the table. |
| (16) |
Includes 1,578,159 ordinary shares subject to options that are
currently exercisable or will be exercisable within 60 days of the date of the table. |
| (17) |
Includes 1,305,243 ordinary shares subject to options that are
currently exercisable or will be exercisable within 60 days of the date of the table. |
| (18) |
Includes 1,305,243 ordinary shares subject to options that are
currently exercisable or will be exercisable within 60 days of the date of the table. |
| (19) |
Includes 858,793 ordinary shares subject to options that are
currently exercisable or will be exercisable within 60 days of the date of the table. |
| (20) |
Includes 390,255 ordinary shares subject to options that are
currently exercisable or will be exercisable within 60 days of the date of the table. |
| (21) |
Includes 157,593 ordinary shares subject to options that are
currently exercisable or will be exercisable within 60 days of the date of the table. |
| (22) |
Includes 27,744 ordinary shares and 945,558 ordinary shares subject
to options that are currently exercisable or will be exercisable within 60 days of the date of the table. |
| (23) |
Includes 878,353 ordinary shares subject to options that are
currently exercisable or will be exercisable within 60 days of the date of the table. |
| (24) |
Includes 767,457 ordinary shares subject to options that are
currently exercisable or will be exercisable within 60 days of the date of the table. |
| (25) |
Includes 749,697 ordinary shares subject to options that are
currently exercisable or will be exercisable within 60 days of the date of the table. |
CoB
LTI: For information regarding the equity-based incentive award, in the form of options, granted to our Executive Chairman of the
Board, Mr. Yoav Doppelt, for the years 2022-2024 and for the years 2025-2027, approved by the shareholders on March 30, 2022 and on March
6, 2025, respectively, see Note 19 to our Audited Financial Statements and “Item 6 - Directors, Senior Management and Employees—
B. Compensation”
CEO
LTI: For information regarding the equity-based incentive award, in the form of options, granted to our former Chief Executive
Officer, Mr. Raviv Zoller, for the years 2022-2024, approved by the shareholders on March 30, 2022, and to our current Chief Executive
Officer, Mr. Elad Aharonson, for the years 2025-2027, approved by the shareholders on March 6, 2025 see, Note 19 to our Audited Financial
Statements and “Item 6 - Directors, Senior Management and Employees— B. Compensation”.
Executive
Officers LTI: For information regarding the equity-based awards, in the form of options, granted to our executive office holders
in February 2022 for the years 2022-2024 and in April 2024, for the years 2024-2026, see Note 16 and Note 19 to our Audited Financial
Statements.
ICL
Group Limited 284
B. RELATED (AND
INTERESTED) PARTY TRANSACTIONS
Approval
of Related (and Interested) Party Transactions
Approval
of Related (and Interested) Party Transactions
Under
the Companies Law, an interested party transaction may be approved only if it is for the benefit of the company. A transaction that is
not an extraordinary transaction in which a director or officer has a personal interest requires the approval of the Board of Directors,
unless the Articles of Association of the company provide otherwise. Our Articles of Association provide that such a transaction, if it
does not pertain to a director’s or officer’s compensation terms, may be approved by any of our Board of Directors, our Audit
and Accounting Committee, a disinterested director or officer or a person authorized for this purpose by our Board of Directors. If the
transaction is an extraordinary transaction, it must be approved by the Audit and Accounting Committee and the Board of Directors, and,
under certain circumstances, by the shareholders of the Company. An “extraordinary transaction” is a transaction other than
in the ordinary course of business, other than on market terms or that is likely to have a material impact on the company’s profitability,
assets or liabilities.
Pursuant
to the Companies Law, extraordinary transactions with a controlling shareholder and extraordinary transactions in which a controlling
shareholder has a personal interest, require the approval of the Audit Committee, or the Compensation Committee if such transaction is
in connection with the terms of employment or service with the company, the Board of Directors and the shareholders of the company (unless
a relief exists pursuant to the Israeli relief regulations concerning related parties transactions). The shareholder approval must be
by a simple majority of all votes cast, provided that (i) such majority includes a simple majority of the votes cast by shareholders
having no personal interest in the matter (excluding abstentions) or (ii) the total number of votes of shareholders mentioned in
clause (i) above who voted against such transaction does not exceed 2% of the total voting rights in the company, which is referred
to as the “Special Majority.”
The
Companies Law prohibits any director who has a personal interest in an extraordinary transaction from being present at the discussion
and voting on such transaction in the Audit Committee or Board of Directors. Notwithstanding, a director who has a personal interest may
be present at the meeting and vote on the matter if a majority of the members of the Audit Committee or Board of Directors (as the case
may be) have a personal interest in the approval of such transaction. If a majority of the members of the Board of Directors have a personal
interest in the transaction, such transaction also requires shareholder approval.
For
further details regarding related party transactions that were approved in the reporting period, see Note 23 our Audited Financial Statements.
ICL
Group Limited 285
Approval
of Directors and Officer Compensation
Under
the Companies Law, we are required to approve, at least once every three years, a compensation policy with respect to the terms of engagement
of our directors and officers. The compensation policy requires the approval of the board of directors, following recommendation by the
company’s compensation committee, and thereafter by the Company’s shareholders. The shareholder approval must be obtained
by a simple majority of all votes cast, provided that (i) such majority includes a simple majority of the votes cast by non‑controlling
shareholders and shareholders having no personal interest in the matter (excluding abstentions) or (ii) the total number of votes
of shareholders mentioned in clause (i) above who voted against the proposal does not exceed 2% of the total voting rights in the
company, which is referred to as the “Special Majority for Compensation.” The
Company’s current Compensation Policy was approved by the shareholders (by the Special Majority for Compensation) on October 9,
2024, following the recommendation of our HR & Compensation Committee and approval by our Board of Directors, and is in effect for
a period of three years.
In
general, the compensation terms of directors, the Chief Executive Officer and any employee or service provider who is considered a controlling
shareholder or a relative of a controlling shareholder, directly or indirectly (including through a company controlled by a controlling
shareholder), must be approved separately by the HR & Compensation Committee, the Board of Directors and the shareholders (in the
case of the Chief Executive Officer by the Special Majority for Compensation, and in the case of a controlling shareholder or relative
thereof or company controlled by a controlling shareholder, by the Special Majority, unless a relief exists pursuant to the Companies
Law or Israeli relief regulations concerning related party transactions). Generally, shareholder approval is not required for director
compensation payable in cash up to the maximum amounts set forth in the Compensation Regulations governing the compensation of external
directors. Generally, the compensation terms of officers (who are not directors) who report directly to the Chief Executive Officer require
the approval of the HR & Compensation Committee and the Board of Directors, provided that the HR & Compensation Committee may
approve an amendment to an existing arrangement of such an officer if it determines that the amendment is not material compared to the
existing terms of compensation.
For
further details regarding the compensation of ICL officers and directors, see “Item 6.B. (Compensation)“.
ICL
Group Limited 286
Related
(and Interested) Party Transactions
Controlling
Shareholder
As
of December 31, 2025, Israel Corp. held approximately 43.11% of our outstanding ordinary shares and approximately 43.93% of the voting
rights of our shareholders.
Israel
Corp. exercises control over our operations and business strategy and has sufficient voting
power to control many matters requiring approval by our shareholders, including:
| • |
The composition of our Board of Directors (other than external
directors, as described under “Item 6 - Directors, Senior Management and Employees— C. Board Practices— External Directors”);
|
| • |
Mergers or other business combinations; |
| • |
Certain future issuances of ordinary shares or other securities;
and |
| • |
Amendments to our Articles of Association, excluding provisions
of the Articles of Association that were determined by the Special State Share. |
However,
Israel Corp. does not exercise control with respect to (i) our compensation policy, since it requires shareholder approval by the Special
Majority for Compensation (as described in ”Item 7 - Major Shareholders and Related (and Interested) Party Transactions –
B. Related (and Interested) Party Transactions – Approval of Directors and Officer Compensation”); and (ii) extraordinary
transactions with a controlling shareholder or in which a controlling shareholder has a personal interest (including a private placement
in which a controlling shareholder has a personal interest), and the terms of engagement with a controlling shareholder or a relative
thereof, directly or indirectly (including through a corporation controlled by a controlling shareholder), for the provision of services
to the company and terms of employment or service of a controlling shareholder as an office holder or employment as other than an office
holder, since these must be approved by the Special Majority (as described in ”Item 7 - Major Shareholders and Related (and Interested)
Party Transactions – B. Related (and Interested) Party Transactions – Approval of Related (and Interested) Party Transactions”).
Joint
Insurance
For
information regarding the Company's engagement in a directors’ and officers’ liability insurance policy, including with respect
to the joint primary tier with Israel Corp., see "Item 6 – Directors, Senior Management and Employees – C. Board Practices
– Insurance and Indemnification".
ICL
Group Limited 287
Relationships
with Other Companies
Gas
Purchase Agreement: For details regarding the gas purchase agreement with Energean PLC, see Note 18 to our Audited Financial Statements
and “Item 3 - Key Information— D. Risk Factors". The negotiations in connection with the Energean Gas Purchase Agreement were
conducted by ICL, jointly with two other Israeli companies affiliated, at that time, with our controlling shareholder Israel Corp.: Oil
Refineries Ltd. (“ORL”), an Israeli company public traded on the TASE and controlled by Israel Corp., and OPC Energy Ltd.,
The negotiations led to separate final agreements between Energean and each company. Due to the joint negotiations, the Energean Gas Purchase
Agreement was approved by our shareholders on February 22, 2018, as an "extraordinary transaction" (as such term is defined in the Israeli
Companies Law), in which our controlling shareholder had a personal interest, by the Special Majority, in accordance with the Israeli
Companies Law (as described in ”Item 7 - Major Shareholders and Related (and Interested) Party Transactions – B. Related (and
Interested) Party Transactions – Approval of Related (and Interested) Party Transactions”). Since 2023, ORL is no longer affiliated
with our controlling shareholder.
Other
Immaterial Transactions in the Ordinary Course of Business: The Company engages, from time to time, in its ordinary course of business,
in various other transactions with related parties, such as for the purchase of marine transportations services, sale of products, purchase
of raw materials for its operations and receipt of banking services. We do not deem these transactions as material to the Company, they
are not viewed as unusual in their nature or conditions and they are all classified as "ordinary" transactions under Israeli law and approved
according to the Company's relevant procedures and any and all applicable laws.
For
further information regarding our related party transactions, see Note 23 to our Audited Financial Statements.
Option
Plans
For
a description of the Option Plans, see “Item 6 – Directors, Senior Management and Employees—E. Share Ownership”
and Note 16 to our Audited Financial Statements.
The
table below sets forth certain income statement information with respect to balances of our related party transactions:
|
For
the year ended December 31 | |||
|
2025
|
2024
|
2023
| |
|
$ millions
|
$ millions
|
$ millions
| |
|
Sales |
-
|
- |
1 |
|
Cost of sales |
-
|
1 |
1 |
|
Selling, transport and marketing expenses
|
-
|
9 |
6 |
|
Financing income, net |
(2)
|
(2) |
(1) |
|
General and administrative expenses
|
1
|
1 |
1 |
ICL
Group Limited 288
The
table below sets forth certain balance sheet information with respect to balances of our related party transactions:
|
As
of December 31 | ||
|
2025
|
2024
| |
|
$ millions
|
$ millions
| |
|
Other current assets |
46
|
41 |
|
Other current liabilities |
-
|
1 |
For
further information regarding our related party transactions, see Note 23 to our Audited Financial Statements.
Option
Plans
For
a description of the Option Plans see “Item 6 - Directors, Senior Management and Employees—E. Share Ownership” and Note
16 to our Audited Financial Statements.
C. INTERESTS
OF EXPERTS AND COUNSEL
Not
Applicable.
ICL
Group Limited 289
Item 8 – FINANCIAL
INFORMATION
| A. |
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
|
Fixed
operating costs for the years ended December 31, 2025, 2024 and 2023 amounted to approximately $1,789 million, $2,150 million and $2,010
million, respectively. The variable operating costs for the years ended December 31, 2025, 2024 and 2023 amounted to approximately $4,784
million, $3,916 million and $4,386 million, respectively. See “Item 18 - Financial Statements”.
Business
Concentration Law
On
December 11, 2013, the Law for Promotion of Competition and Reduction of Concentration, 5774-2013 (the “Concentration Law"),
was enacted, which includes, among other things, provisions requiring regulators to take into account considerations of business concentration
in the overall economy prior to granting rights in areas defined as “essential infrastructure” in Israel to entities defined
as “high‑concentration” entities. The Concentration Law sets forth a list of "rights", including authorization, license,
concession, permit and a contract, in areas classified as “essential infrastructure”, including areas in which we are engaged,
such as quarrying, petroleum refinement, etc. The list of high‑concentration entities was published in accordance with the criteria
provided in the Concentration Law, and ICL and its main subsidiaries in Israel are included therein, as aforesaid. In our estimation,
inclusion of the Company and its main subsidiaries in Israel in the list of high‑concentration entities is not expected to have
a significant adverse effect on us and our financial results. However, in light of the frequent changes in the regulatory environment
in Israel and the existing uncertainty regarding the manner of granting rights in natural resources in a manner other than that provided
in current legal provisions, among other things in relation to the manner of granting a concession for minerals extraction from the Dead
Sea in 2030, as well as in relation to the granting of phosphate mining licenses, under the provisions of the Israel Mining Ordinance,
it is possible that our estimation will prove to be inaccurate.
Price
Monitoring
The
prices of fertilizer‑grade phosphoric acid for local Israeli customers are regulated under the Supervision of Prices for Commodities
and Services Law 1996. The quantity of these products sold in Israel by the Phosphate Solutions segment is not material to ICL.
The
two largest consuming markets for magnesium metal outside of China, the U.S. and Europe, currently have trade actions against Russia,
and as such, consumers in these countries do not have access to the Russian supply of magnesium metal.
In
the United States and Brazil, the main markets in which ICL Magnesium sells its products, imports of magnesium and magnesium alloys from
China are subject to anti-dumping duties.
ICL
and some of its subsidiaries have been declared a monopoly in Israel in the following areas: potash, phosphoric acid, sulphuric acid,
ammonia, chemical fertilizers, phosphate fertilizers, phosphates, bromine and bromine compounds. Due to their having been declared monopolies,
ICL and its subsidiaries, with respect to their activities in the aforesaid areas, are subject to limitations set forth in Chapter 4 of
Israel's Economic Competition Law, 1988 (formerly, Restrictive Business Practices Law, 1988), most significantly its prohibition on monopolies
abusing their positions as monopolies. In each of 2025 and 2024 approximately 4% of our revenues derived from Israeli sales and, therefore,
in our estimation, and without derogating from the legal implications of the above-mentioned declaration, overall, the said declaration
does not have a material impact on us. We also have an internal antitrust compliance program in place.
ICL
Group Limited 290
Legal
Proceedings
Tax
Proceedings
For
information regarding our tax proceedings, see Note 15 to our Audited Financial Statements.
Derivative
Actions
| A. |
Following the Israeli Supreme Court ruling requiring Dead Sea
Works to pay water fees starting in 2018 for water extracted from wells in the concession area, in December 2025, the Company was served
with a motion for discovery of documents filed with the Tel Aviv District Court by a shareholder of the Company (hereinafter – the
Applicant), as a preliminary proceeding in preparation for a possible derivative action against officers and directors of the Company.
According to the Applicant, the requested documents could potentially serve as a basis for a restitution claim relating to compensation
paid to such officers. Given the preliminary stage of the proceedings, it is not possible to assess their outcome. Nevertheless, an initial
review of the motion indicates that it is based on an incorrect premise. |
| B. |
In May 2018, the Company was served with a motion for discovery
and inspection of documents (hereinafter – the "Motion"), filed with the Tel Aviv District Court by a shareholder of the Company
(hereinafter – the "Movant"), as a preliminary proceeding in preparation for the possible filing of an application for certification
of a multiple derivative action against officers of the Company and ICL Rotem who, according to the Movant, caused the alleged damages
incurred and to be incurred by the Company as a result of the environmental incident in the Ashalim creek area in Israel’s Negev
region. In 2018, the parties reached an arrangement, pursuant to which the legal proceedings would be postponed until the relevant investigation
materials are provided to the Company by the investigating authority. As of the date of this report, to the best of the Company's knowledge,
the criminal investigation is still pending. In accordance with the Court's directive, the parties are required to update, from time to
time, on developments concerning the settlement agreement for the purpose of determining the continuation of the proceedings. Certain
NPO having its request to join the proceedings as an amicus curia is still pending in court, has filed requests to renew the proceedings
in the case. No resolution has been given yet. Considering the proceedings are at an early stage and are currently suspended, it is difficult
to estimate their outcome. |
ICL
Group Limited 291
Other
Legal Matters
Further
to the summary report of the Inter-Ministry Directors General Committee published in June 2021, in March 2022, a governmental decision
was taken to develop and promote Haifa Bay (hereinafter - the Bay), the objective of which is to lead to the economic-social advancement
of the Bay, in particular, and of the Haifa metropolis, in general, through significant urban development that includes transforming an
industrial complex into an area comprising residences, clean industry and green areas (hereinafter - the Decision).
As
part of the Decision, reference was made to the establishment of an inter-ministerial team to conduct negotiations with companies operating
in the Bay, including ICL’s subsidiary, Fertilizers and Chemicals Ltd. (F&C), with the aim of reaching an understanding to end
petrochemical and chemical industrial activity in the Bay, while maintaining energy security and a regular fuel supply to the economy.
The Decision further states that the demolition of facilities and infrastructure, as well as the restoration of contaminated land, will
be performed in accordance with guidelines established by the Israeli Ministry of Environmental Protection and in prior coordination with
the designated negotiation team. This does not exempt the parties that operated these sites from their responsibilities under environmental
protection laws and the "polluter pays" principle. In line with the Decision, a negotiation team was appointed to engage with the Company
to reach an agreement regarding the evacuation of its facility, originally targeted for completion by the end of 2025. Negotiations are
currently in their early stages, and no final decisions have been made regarding the timeline for evacuation, or the method and terms
of compensation.
As
part of the Company's preparation for the government's Decision, in 2022, the Company commissioned independent valuations of F&C’s
assets. According to appraiser's assessment, the value of the attached properties was estimated at approximately $270 million using the
Fair Value method, or approximately $514 million using the Replacement Cost method (RCN). In addition, the fair value of the land was
estimated at approximately $298 million, excluding restoration costs. It should be note that the Israel Land Authority’s assessment
of the land and asset values may differ, potentially even materially, from the Company’s estimates.
As
of December 31, 2025, F&C’s depreciated cost of fixed assets (which includes attached assets and land) totaled $32 million.
In
December 2023, the Ministers of the Interior, Construction, and Housing approved the National Outline Plan (NOP) 75 ("Gate of the Bay")
concerning the development of Haifa Bay.
The
Company is unable to assess the manner in which the aforementioned Decision will be implemented, its feasibility and its consequences,
including the expected level of compensation and the required restoration costs.
For
information regarding significant claims and legal proceedings that are pending against the Group, see Note 18 to our Audited Financial
Statements.
ICL
Group Limited 292
Dividend
policy
On
February 12, 2020, our Board of Directors resolved to extend the Company's existing dividend policy until further notice, such that our
dividend distribution rate shall continue to constitute up to 50% of the Company's adjusted annual net profit. According to the extended
policy, dividends will be distributed at a payout ratio of up to 50% of annual adjusted net income, as expected at the date of the decision
regarding the distribution, and subject to applicable law. In addition, dividends will be paid in as much as declared by our Board of
Directors and may be discontinued at any time. Such changes could include either a reduction in the amount of the targeted dividend, or
modification of the calculation formula.
All
decisions respecting dividend distribution are made by our Board of Directors, which considers a variety of factors, including our profits,
ability to pay our debt and obligations, investment plans, financial condition and other factors, as applicable. The distribution of a
dividend is not assured, and our Board of Directors may decide, at its sole discretion, at any time and for any reason, not to distribute
a dividend, to reduce the rate thereof, to distribute a special dividend, to change the dividend distribution policy or to adopt a share
buy-back plan.
Distributable
profits as of December 31, 2025, amounted to $5,509 million. The terms of certain of our existing liabilities require us to maintain a
minimum level of the Company’s equity, which could restrict our ability to pay dividends in the future. See Note 13 to our Audited
Financial Statements for further information regarding covenants in our loan agreements and their impact on our ability to pay dividends.
In addition, the distribution of dividends is limited by Israeli law, which permits the distribution of dividends only out of distributable
profits and only if there is no reasonable concern that such distribution will prevent us from meeting our existing and future obligations
when they become due. Generally, dividends paid by an Israeli company are subject to an Israeli withholding tax. For a discussion of certain
tax considerations affecting dividend payments, see “Item 10 - Additional Information— E. Taxation” and Note 15
to our Audited Financial Reports.
B. SIGNIFICANT CHANGES
To
the best of our knowledge, no significant changes have occurred since the date of our consolidated financial statements, other than as
disclosed in this Annual Report.
ICL
Group Limited 293
Item 9 – THE
OFFER AND LISTING
A.OFFER AND LISTING DETAILS
Our
ordinary shares have been listed on the TASE since 1992. Our ordinary shares commenced trading on the NYSE in September 2014. Our trading
symbol on NYSE and on the TASE is "ICL".
B. PLAN OF DISTRIBUTION
Not
applicable.
C. MARKETS
See
"Offer And Listing Details" above.
D. SELLING SHAREHOLDERS
Not
applicable.
E. DILUTION
Not
applicable.
F. EXPENSES OF THE ISSUE
Not
applicable.
ICL
Group Limited 294
Item 10 – ADDITIONAL
INFORMATION
A. SHARE CAPITAL
As
of December 31, 2025, our authorized share capital consisted of 1,484,999,999 ordinary shares, par value NIS 1 per share, of which 1,315,267,234
ordinary shares were issued and outstanding (including shares held by us or our subsidiaries), and 1 Special State Share, par value NIS
1 per share, issued and outstanding. All of our outstanding shares have been lawfully issued and
are fully paid. As of December 31, 2025, 24,589,836 ordinary shares were held by us or our subsidiaries. Shares acquired by our subsidiaries
prior to February 2000 have both economic rights and voting rights. However, in accordance with Israeli law, ordinary shares issued to
our subsidiaries or purchased by our subsidiaries after February 2000 have economic rights but not voting rights. Shares held by us have
no economic rights or voting rights. Therefore, of the ordinary shares held by us or our subsidiaries as of December 31, 2025, 24,589,836
shares carry no voting rights.
As
of December 31, 2025, an additional amount of approximately 30 million ordinary shares was issuable upon the exercise of outstanding options
granted to our officers and employees at a weighted average exercise price of approximately NIS 24.29 (about $7.61) per share. The weighted
average exercise price of the outstanding vested options is approximately NIS 28.23 (about $8.85) per share. For further information about
the issuance of options and restricted shares to directors, officers and senior employees and their exercise or vesting (as the case may
be) in 2024-2025, see Note 19 and 16 to our Audited Financial Statements and “Item 6 - Directors, Senior Management and Employees—E.
Share Ownership”.
In
2025, approximately 1 million options under our equity compensation plans were exercised into approximately 0.3 million ordinary shares.
In 2024, approximately 3 million options under our equity compensation plans were exercised into approximately 0.9 million ordinary shares.
In 2023, approximately 0.85 million options under our equity compensation plans were exercised into approximately 0.3 million ordinary
shares.
B. MEMORANDUM, ARTICLES OF ASSOCIATION
AND SPECIAL STATE SHARE
A
copy of our Amended and Restated Articles of Association is attached as Exhibit 1.2 to this Annual Report. Other than as set forth below,
the information called for by this Item is attached as Exhibit 2.1 to this Annual Report and is incorporated by reference into this Annual
Report.
The
Special State Share
The
State of Israel holds a nontransferable Special State Share in ICL in order to preserve the State’s vital interests. Any change
in the provisions of our Articles of Association relating to the rights attached to the Special State Share requires approval from the
State of Israel. The Special State Share grants its holder the rights described below.
The
sale or transfer of material assets of the Company or the grant of any other rights in such assets, not in the ordinary course of our
business, whether in one transaction or in a series of transactions, shall be invalid, without the consent of the holder of the Special
State Share, who may oppose such a transfer of a material asset only if, in its opinion, such transfer is likely to harm one of the "vital
interests of the State" as such term is defined in the Article of Association and described below. Restrictions are also imposed on voluntary
liquidation, mergers and reorganizations, excluding certain exceptions enumerated in our Articles of Association.
ICL
Group Limited 295
In
addition, without the consent of the holder of the Special State Share, any acquisition or holding of 14% or more of our outstanding share
capital is not valid. In addition, any acquisition or holding of 25% or more of our outstanding share capital (including an increase of
holdings to 25%) is not valid without the consent of the holder of the Special State Share, even if in the past the consent of the holder
of the Special State Share had been obtained for ownership of less than 25%. Our Articles of Association set forth procedures required
to be followed by a person who intends to acquire shares in an amount that would require the approval of the holder of the Special State
Shares. A pledge over shares is treated like an acquisition of shares. As a condition to voting at any shareholder meeting, each interested
party in the Company, including a holder of 5% or more of our outstanding shares, is required to certify in writing that the voting power
derived from the holding of shares does not require the approval of the holder of the Special State Share or that such approval has been
obtained.
In
addition, the consent of the holder of the Special State Share is required for the ownership of any shares that grant their holder the
right, ability or practical potential to appoint, directly or indirectly, 50% or more of our directors, and such appointments will not
be valid as long as such consent has not been obtained.
The
holder of the Special State Share has the right to receive information from us, as provided in our Articles of Association. Our Articles
of Association also provide that the holder of the Special State Share will use this information only to exercise its rights under the
Articles of Association for purposes of protecting the State’s vital interests.
Our
Articles of Association also impose a periodic reporting obligation on us for the benefit of the holder of the Special State Share, regarding
all asset‑related transactions approved by our Board of Directors during the three months prior to the date of the report, any changes
in share capital ownership and any voting agreements among the Company’s shareholders signed during that period.
The
following are the “State’s vital interests” as defined in our Articles of Association for purposes of the Special State
Share:
 |
To preserve the character of the Company and its subsidiaries,
ICL Dead Sea, ICL Rotem, Dead Sea Bromine Company, Bromine Compounds and Tami, as Israeli companies whose centers of business and management
are in Israel. In our estimation, this condition is met. |
|
To monitor the control over minerals and natural resources, for
purposes of their efficient development and utilization, including maximum utilization in Israel of the results of investments, research
and development. |
|
To prevent acquisition of a position of influence in the Company
or the foregoing Israeli subsidiaries by hostile entities or entities likely to harm the foreign and security interests of the State of
Israel. |
|
To prevent acquisition of a position of influence in the Company
or the foregoing Israeli subsidiaries or management of such companies, whereby such acquisition or management may create a situation of
significant conflicts of interest likely to harm any of the vital interests enumerated above. |
ICL
Group Limited 296
Furthermore,
our headquarters and the ongoing management and control over our business activities must be in Israel. The majority of the members of
our Board of Directors must be citizens and residents of Israel. In general, meetings of our Board of Directors are to take place in Israel.
Other
than the rights enumerated above, the Special State Share does not grant the holder any voting or equity rights.
The
State of Israel also holds a Special State Share in the following ICL subsidiaries: ICL Dead Sea, Dead Sea Bromine Company, ICL Rotem,
Bromine Compounds, Tami and Dead Sea Magnesium. The rights granted by these shares according to the Articles of Association of these subsidiaries
are substantially similar to the rights enumerated above. The full provisions governing the rights of the Special State Share appear in
our Articles of Association and in the Articles of Association of the said subsidiaries and are available for the public’s review.
We report to the State of Israel on an ongoing basis in accordance with the provisions of our Articles of Association.
In
2018, an inter-ministerial team was established, led by the Ministry of Finance, with the purpose of regulating the authority and oversight
concerning the Special State Share, as well as reducing the regulatory burden. In January 2019, the team's work was suspended. The Company
is unable to estimate the potential implications of this process, if any, but it is possible that the introduction of regulatory provisions,
coupled with stricter enforcement, could increase uncertainty in managing the Company’s operations related to natural resources
in Israel, and may have a material adverse effect on its business, financial condition, and results of operations. For further information,
see “Item 3 - Key Information— D. Risk Factors”.
C. MATERIAL CONTRACTS
Except
as otherwise disclosed in this Annual Report, we are not currently, and have not been in the last two years, party to any material contract,
other than contracts entered into in the ordinary course of business.
D. EXCHANGE CONTROLS
There
are currently no Israeli currency control restrictions on the remittance of dividends, interest or other payments with respect to our
ordinary shares to non-residents of Israel or on the proceeds from the sale of the shares, except for shareholders who are subjects of
countries that are, or have been, in a state of war with Israel.
ICL
Group Limited 297
E. TAXATION
Israeli
Tax Considerations
Taxation of companies
in Israel
For
information regarding the taxation of companies in Israel, including issues regarding the income tax rates, tax benefits under the Israeli
Law for the Encouragement of Capital Investments, the Law for the Encouragement of Industry (Taxation) and the Law for Taxation of Profits
from Natural Resources, see Note 15 to our Audited Financial Statements.
Taxation
of Investors
The
following are material Israeli income tax consequences to investors who acquire and dispose of our ordinary shares. The discussion below
does not purport to be a comprehensive description of all the tax considerations that may be relevant to a particular person’s decision
to acquire and/or dispose of our ordinary shares.
Capital
Gains Tax
Israeli
law generally imposes a capital gains tax on the sale of capital assets by residents of Israel, as defined for Israeli tax purposes, and
on the sale of capital assets located in Israel, including shares of Israeli companies, by non‑residents of Israel, unless a specific
exemption is available or unless a tax treaty between Israel and the shareholder’s country of residence provides otherwise. The
law distinguishes between real gain and inflationary surplus. The inflationary surplus is a portion of the total capital gain that is
equivalent to the increase of the relevant asset’s purchase price which is attributable to the increase in the Israeli Consumer
Price Index or a foreign currency exchange rate between the date of purchase and the date of sale. The real gain is the excess of the
total capital gain over the inflationary surplus.
Israeli
Residents
Generally,
as of January 1, 2012, the tax rate applicable to capital gains derived from a sale of shares, whether listed on a stock market or
not, is the regular corporate tax rate in Israel applicable for Israeli companies, 23% since 2018 and 25% for Israeli individuals, unless
such individual shareholder is considered a “significant shareholder” at any time during the 12‑month period preceding
such sale, in which case the tax rate is 30%. A “significant shareholder” is defined as one who holds, directly or indirectly,
including together with others, at least 10% of any means of control in the company. However, different tax rates will apply to dealers
in securities. Israeli companies are subject to the corporate tax rate on capital gains derived from the sale of listed shares.
ICL
Group Limited 298
Non‑Israeli
Residents
Under
the domestic tax law, non‑Israeli residents are generally exempt from Israeli capital gains tax on any gains derived from the sale
of shares of Israeli companies publicly traded on a recognized stock exchange outside Israel, provided such shareholders did not acquire
their shares prior to the company’s initial public offering and the gains did not derive from a permanent establishment of such
shareholders in Israel. However, shareholders that are non‑Israeli corporations will not be entitled to such exemption if Israeli
residents hold an interest of more than 25% in such non‑Israeli corporation or are the beneficiaries or are entitled to 25% or more
of the revenues or profits of such non‑Israeli corporation, whether directly or indirectly.
In
certain instances where our shareholders may be liable to Israeli tax on the sale of their ordinary shares, the payment of the consideration
may be subject to the withholding of Israeli tax at the source.
In
addition, pursuant to the Convention between the US Government of the United States of America and the Israeli government with respect
to taxes on income, as amended, or the US Israel Tax Treaty, the sale, exchange or disposition of ordinary shares by a person who qualifies
as a resident of the United States within the meaning of the US Israel Tax Treaty and who is entitled to claim the benefits afforded to
such person by the US Israel Tax Treaty generally will not be subject to the Israeli capital gains tax unless such person holds, directly
or indirectly, shares representing 10% or more of our voting power during any part of the 12 month period preceding such sale, exchange
or disposition, subject to particular conditions, or the capital gains from such sale, exchange or disposition can be allocated to a permanent
establishment in Israel or is considered to be derived from or sale of Israeli real property interests for purposes of the US Israel Tax
Treaty. If a US investor is not exempt from Israeli taxes under the US Israel Tax Treaty, such US investor may be subject to Israeli tax,
to the extent applicable as described above; however, under the US Israel Tax Treaty, such person may be permitted to claim a credit for
such taxes against the US federal income tax imposed with respect to such sale, exchange or disposition, subject to the limitations in
the US laws applicable to foreign tax credits. The US Israel Tax Treaty does not relate to US state or local taxes.
Taxation
of Dividend Distributions
Israeli
Residents
Israeli
resident individuals are generally subject to Israeli income tax (generally collected by means of withholding) on the receipt of dividends
paid on our ordinary shares, other than bonus shares (share dividends). The tax rate applicable to such dividends is 25% or 30% for a
shareholder that is considered a “significant shareholder” (as defined above) at any time during the 12-month period preceding
such distribution. Dividends paid from income derived from Approved Enterprises or Benefited Enterprises are subject to tax at the rate
of 15%. Dividends paid from income derived from Preferred Enterprises are subject to tax at the rate of 20%.
Israeli
resident companies are generally exempt from tax on the receipt of dividends paid on our ordinary shares (excluding dividends paid from
income derived from Approved or Benefited Enterprises). For additional information regarding additional tax payment, see Capital Gains
Tax above.
ICL
Group Limited 299
Non‑Israeli
Residents
Non‑residents
of Israel are subject to income tax on income accrued or derived from sources in Israel, including dividends paid by Israeli companies.
On distributions of dividends other than stock dividends, income tax (generally collected by means of withholding) will generally apply
at the rate of 25%, or 30% for a shareholder that is considered a significant shareholder (as defined above) at any time during the 12‑month
period preceding such distribution, unless a different rate is provided in a treaty between Israel and the shareholder’s country
of residence. Dividends paid from income derived from Approved or Benefited Enterprises are subject to tax at the rate of 15%, or 4% for
Benefited Enterprises in the Ireland Track. Dividends paid from income derived from Preferred Enterprises will be subject to tax at the
rate of 20%.
Under
the US Israel Tax Treaty, the maximum tax on dividends paid to a holder of ordinary shares who qualifies as a resident of the United States
within the meaning of the US Israel Tax Treaty is 25%. The treaty provides for reduced tax rates on dividends if (a) the shareholder is
a US corporation holding at least 10% of our issued voting power during the part of the tax year that precedes the date of payment of
the dividend and held such minimal percentage during the whole of its prior tax year, and (b) not more than 25% of the Israeli company’s
gross income consists of interest or dividends, other than dividends or interest received from subsidiary corporations or corporations
50% or more of the outstanding voting shares of which is owned by the Israeli company. The reduced treaty rate, if applicable, is 15%
in the case of dividends paid from income derived from Approved, Benefited or Preferred Enterprise or 12.5% otherwise.
Additional
Israeli income tax levied on high taxable income including dividends and capital gains
As
of January 1, 2017, individual taxpayers (foreign and Israeli) with taxable income in Israel (“taxable income”), exceeding
NIS 721,560 (for 2025) in a certain tax year, will be subject to an additional tax payment of 3% on the portion of their taxable income,
for such tax year, that exceeds such threshold. For this purpose, taxable income includes, inter alia, taxable (non exempted) capital
gains from selling our shares and taxable (non exempted) income from dividend distributions.
As
of January 1, 2025, individual taxpayers (foreign and Israeli) are subject to an additional tax payment of 2% (on top of the 3% tax payment
mentioned above). This 2% tax is imposed on the portion of “passive taxable income”, in a given tax year, that exceeds the
threshold of NIS 721,560 (for 2025). For this purpose, “passive taxable income” includes, inter alia, taxable (non exempted)
capital gains from selling our shares and taxable (non exempted) income from dividend distributions.
ICL
Group Limited 300
Material
US Federal Income Tax Considerations for US Holders
The
following are material US federal income tax consequences to the US Holders described below of owning and disposing of our ordinary shares,
but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a particular person’s
decision to hold ordinary shares. This discussion applies only to a US Holder that holds ordinary shares as capital assets for US federal
income tax purposes. In addition, it does not describe all of the tax consequences that may be relevant in light of a US Holder’s
particular circumstances, including alternative minimum tax consequences, any aspect of the provisions of the Internal Revenue Code of
1986, as amended (the “Code”) commonly known as the Medicare tax and tax consequences applicable to US Holders subject to
special rules, such as:
| • |
certain financial institutions;
|
| • |
dealers or traders in securities that use a mark-to-market method
of tax accounting; |
| • |
persons holding ordinary shares as part of a “straddle”
or integrated transaction or persons entering into a constructive sale with respect to the ordinary shares;
|
| • |
persons whose functional currency for US federal income tax purposes
is not the US dollar; |
| • |
entities classified as partnerships for US federal income tax
purposes; |
| • |
tax exempt entities, “individual retirement accounts”
or “Roth IRAs": |
| • |
persons who acquired our ordinary shares pursuant to the exercise
of an employee stock option or otherwise as compensation; |
| • |
persons that own or are deemed to own 10% or more of our stock
by vote or value; or |
| • |
persons holding our ordinary shares in connection with a trade
or business conducted outside of the US. |
If
an entity that is classified as a partnership for US federal income tax purposes owns ordinary shares, the US federal income tax treatment
of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships owning ordinary shares
and partners in such partnerships should consult their tax advisers as to the particular US federal tax consequences of owning and disposing
of the ordinary shares.
This
discussion is based on the Code, administrative pronouncements, judicial decisions, the US-Israel Tax Treaty (the “Treaty”)
and final and proposed Treasury regulations, changes to any of which subsequent to the date of this Annual Report may affect the tax consequences
described herein.
ICL
Group Limited 301
For
purposes of this discussion, a “US Holder” is a person who, for US federal income tax purposes, is a beneficial owner of ordinary
shares and is:
| • |
a citizen or individual resident of the US;
|
| • |
a corporation, or other entity taxable as a corporation, created
or organized in or under the laws of the US, any state therein or the District of Columbia; or |
| • |
an estate or trust the income of which is subject to US federal
income taxation regardless of its source. |
US
Holders should consult their tax advisers concerning the US federal, state, local and non-US tax consequences of owning and disposing
of our ordinary shares in their particular circumstances.
This
discussion assumes that we are not, and will not become, a passive foreign investment company, as described below.
Taxation
of Distributions
Distributions
paid on our ordinary shares, other than certain pro rata distributions of ordinary shares, will be treated as dividends to the extent
paid out of our current or accumulated earnings and profits (as determined under US federal income tax principles). Because we do not
calculate our earnings and profits under US federal income tax principles, it is expected that distributions generally will be reported
to US Holders as dividends. Subject to applicable limitations, dividends paid to certain non-corporate US Holders may be taxable at the
favorable tax rates applicable to “qualified dividend income”. Non-corporate US Holders should consult their tax advisers
regarding the availability of these favorable rates on dividends in their particular circumstances. Dividends will not be eligible for
the dividends received deduction generally available to US corporations under the Code. Dividends will generally be included in a US Holder’s
income on the date of receipt. Dividend income will include any amounts withheld
by us in respect of Israeli taxes and will be treated as foreign source income for foreign tax credit purposes. If any dividend is paid
in NIS, the amount of dividend income will be the dividend’s US dollar amount calculated by reference to the exchange rate in effect
on the date of receipt, regardless of whether the payment is in fact converted into US dollars. If the dividend is converted into US dollars
on the date of receipt, a US Holder should not be required to recognize foreign currency gain or loss in respect of the dividend income.
A US Holder may have foreign currency gain or loss if the dividend is converted into US dollars after the date of receipt. Such gain or
loss would generally be treated as US-source ordinary income or loss. Treasury regulations may prohibit US Holders who are not eligible
for the benefits of the Treaty from claiming a foreign tax credit with respect to Israeli income taxes withheld from dividends on ordinary
shares. The rules governing foreign tax credits are complex. For example, Treasury regulations provide that, in the absence of an election
to apply the benefits of an applicable income tax treaty, in order for foreign income taxes to be creditable the relevant foreign income
tax rules must be consistent with certain US federal income tax principles, and we have not determined whether the Israeli income tax
system meets these requirements. The US Internal Revenue Service has released notices that provide relief from certain of the provisions
of the Treasury regulations described above for taxable years ending before the date that a notice or other guidance withdrawing or modifying
the temporary relief is issued (or any later date specified in such notice or other guidance). In lieu of claiming a foreign tax credit,
US Holders may, at their election, deduct foreign taxes, including Israeli taxes, in computing their taxable income, subject to applicable
limitations. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued
in the taxable year. US Holders should consult their tax advisers regarding the creditability or deductibility of Israeli taxes in their
particular circumstances.
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Group Limited 302
Sale
or Other Taxable Disposition of Ordinary Shares
For
US federal income tax purposes, gain or loss realized on the sale or other taxable disposition of our ordinary shares will be capital
gain or loss and will be long term capital gain or loss if the US Holder held the ordinary shares for more than one year. The amount of
the gain or loss will equal the difference between the US Holder’s tax basis in the ordinary shares disposed of and the amount realized
on the disposition, in each case as determined in US dollars. This gain or loss will generally be US source gain or loss for foreign tax
credit purposes. The deductibility of capital losses is subject to limitations.
Passive
Foreign Investment Company Rules
In
general, a non-US corporation will be a “passive foreign investment company” (a “PFIC”) for any taxable year if
(i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average value of its assets (generally determined
on a quarterly basis) consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations,
a non-US corporation that directly or indirectly owns at least 25% of the value of the shares of another corporation is treated as if
it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of
the other corporation. Passive income generally includes dividends, interest, rents, royalties and gains from transactions in commodities
(other than certain active business gains from the sales of commodities).
Based
on the manner in which we operate our business, we believe that we were not a PFIC for 2024. However, because PFIC status depends on the
composition and character of a company’s income and assets and the value of its assets from time to time, there can be no assurance
that we will not be a PFIC for any taxable year.
If
we were a PFIC for any taxable year during which a US Holder held ordinary shares, gain recognized by a US Holder on a sale or other disposition
(including certain pledges) of the ordinary shares would be allocated ratably over the US Holder’s holding period for the ordinary
shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed
as ordinary income. The amount allocated to each taxable year would be subject to tax at the highest rate in effect for individuals or
corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the resulting tax liability for each such
taxable year. Further, to the extent that distributions received by the US Holder in any taxable year in respect of ordinary shares exceed
125% of the average of the annual distributions received by a US Holder during the preceding three years or the US Holder’s holding
period, whichever is shorter, those excess distributions would be subject to taxation in the same manner. Certain elections may be available
that would result in alternative treatments (such as mark-to-market treatment) for the ordinary shares in the case that we were a PFIC
for any taxable year. US Holders should consult their tax advisers to determine whether any of these elections would be available
and, if so, what the consequences of the alternative treatments would be in their particular circumstances.
If
we were a PFIC for any taxable year during which a US Holder owned ordinary shares, the US Holder generally will be required to file annual
reports on Internal Revenue Service Form 8621. In addition, the favorable tax rates described above with respect to dividends paid to
certain non-corporate US Holders would not apply if we were a PFIC for the taxable year of distribution or the preceding taxable year.
ICL
Group Limited 303
Information
Reporting and Backup Withholding
Payments
of dividends and sales proceeds that are made within the US or through certain US related financial intermediaries generally are subject
to information reporting, and may be subject to backup withholding, unless (i) the US Holder is a corporation or other exempt recipient
or (ii) in the case of backup withholding, the US Holder provides a correct taxpayer identification number and certifies that it is not
subject to backup withholding. Backup withholding is not an additional tax.
The
amount of any backup withholding from a payment to a US Holder will be allowed as a credit against the US Holder’s US federal income
tax liability and may entitle it to a refund, provided that the required information is timely furnished to the Internal Revenue Service.
Certain
US Holders who are individuals (or certain specified entities) may be required to report information relating to their ownership of securities
of non-US issuers, such as our ordinary shares, unless the securities are held in accounts at financial institutions (in which case the
accounts may be reportable if maintained by non-US financial institutions). US Holders should consult their tax advisers regarding their
reporting obligations with respect to ordinary shares.
F. DIVIDENDS AND PAYING AGENTS
Not
applicable.
G. STATEMENT BY EXPERTS
Not
applicable.
H. DOCUMENTS ON DISPLAY
In
light of the listing of our ordinary shares for trade on the New York Stock Exchange (NYSE) within the framework of an initial public
offering executed in 2014, we are subject to the informational requirements of the US Securities Exchange Act of 1934, as amended. Accordingly,
we are required to file or furnish reports and other information with the SEC pursuant to the requirements applying to foreign issuers,
including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains a website that contains reports and other information
about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.
The information on that website is not part of this Annual Report and is not incorporated by reference herein.
I. SUBSIDIARY INFORMATION
The
Company and its subsidiaries do not maintain any direct or indirect connection with Iran or with enemy nations (as defined in the Israel
Trade with the Enemy Ordinance - 1939).
ICL
Group Limited 304
Item 11 – QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Risk
Management
In
the ordinary course of our business activities, we are exposed to various market risks that are not in our control, including fluctuations
in the prices of certain of our products and inputs, currency exchange rates, interest rates, energy prices and marine shipping prices,
that may have an adverse effect on the value of our financial assets and liabilities, future cash flow and profit. As a result of these
market risks, we could suffer a loss due to adverse changes such as the prices of our products or our inputs, foreign exchange rates,
interest rates, energy prices or marine shipping prices.
As
relates to financial assets and financial liabilities in currencies that are not the functional currency of our subsidiaries, our policy
is to try and minimize this exposure as much as possible using various hedging instruments. We do not hedge against some severance pay
liabilities, lease liabilities (IFRS 16) or tax balances as they are long-term exposures. In addition, we do not use hedging instruments
to hedge the prices of our products. As for hedging against projected income and expenses in currencies that are not in the functional
currency of our subsidiaries, price changes of energy products, marine shipping costs and interest rates, our policy is to hedge part
of the exposure, as described below.
We
regularly monitor the extent of our exposure to various risks described below, and we execute hedging activities according to our hedging
policy with reference to the actual developments and expectations in the various markets.
We
use financial instruments and derivatives for hedging purposes only. These hedging instruments reduce our exposure as described above.
Part of these transactions do not meet the hedging conditions provided in IFRS and therefore they are measured at fair value, and changes
in the fair value are charged immediately to earnings. The counterparties for our derivatives transactions are banks or financial institutes.
We believe the credit risk in respect thereof is small.
For
further information about our hedging activities, see Note 21 to our Audited Financial Statements.
Exchange
Rate Risk
The
US dollar is the principal currency of the business environment in which most of our subsidiaries operate. Most of our activities —
sales, purchase of materials, selling and marketing expenses and financing expenses, as well as the purchase of property, plant and equipment
— are executed in US dollars, and, as a result, we use the US dollar as our functional currency for measurement and reporting of
the Company and most of our subsidiaries.
We
have several consolidated subsidiaries whose functional currencies are their local currency —mainly the Euro, the British Pound,
the Brazilian Real, the Israeli Shekel and the Chinese Yuan.
Set
forth below is a description of our principal exposures in respect of changes in currency exchange rates.
ICL
Group Limited 305
Transactions
by our subsidiaries in currencies that are not their functional currency expose us to changes in the exchange rates of those currencies
compared to the functional currencies of those companies. Measurement of this type of exposure is based on the surplus of net income or
expenses in each currency that is not the functional currency of that company.
Part
of the costs of our inputs in Israel are denominated and paid in NIS. Thus, we are exposed to a strengthening of the NIS exchange rate
against the US dollar (NIS revaluation). This exposure is similar in substance to the exposure described above for transactions in foreign
currencies but is much larger than the other currency exposures.
The
results for tax purposes for the Company and its subsidiaries operating in Israel are measured in NIS. As a result, we are exposed to
the rate of the change in the US dollar exchange rate and the measurement base for tax purposes (the NIS) in respect of these companies.
Our
subsidiaries have severance pay liabilities that are denominated in the local currency, and in Israel they are sometimes affected by rises
in the CPI as well. Our subsidiaries in Israel have reserves to cover part of these liabilities. The reserves are denominated in NIS and
affected by the performance of the funds in which the sums are invested. As a result, we are exposed to changes in the exchange rates
of the US dollar against various local currencies in respect of net liabilities for severance pay. For further information regarding our
hedging policy, see "Item 11 – Quantitative and Qualitative Disclosures about Market Risk– Risk Management".
Our
subsidiaries have financial assets and liabilities that are denominated in or linked to currencies other than their functional currencies.
A surplus of assets over liabilities denominated in currencies that are not the functional currency creates exposure to us in respect
of exchange rate fluctuations.
For
investment in subsidiaries whose functional currency is not the US dollar, the end of period balance sheet accounts of these subsidiary
companies are translated into US dollars based on the exchange rate of the US dollar to the reporting currency of these subsidiaries at
the end of the relevant period. The beginning of period balance sheet balances, as well as capital changes during the period, are translated
into US dollars at the exchange rate at the beginning of the period or on the date of the change in capital, respectively. The differences
arising from the effect of the change in the exchange rate between the US dollar and the currency in which the subsidiary companies report
create exposure. The effects of this exposure are charged directly to equity.
We
examine periodically the extent of the hedging transactions implemented to hedge each of the exposures described above and decide on the
required scope of hedging within the hedging policy framework. We use various financial instruments for our hedging activity, including
derivatives.
Explanations
of the main changes between the periods
Exchange
rate:
As
of December 31, 2025, the net positive fair value of the derivative instruments with respect to exchange rates was about $92 million compared
to a positive fair value of $1 million as of December 31, 2024. As a result, in 2025, an income of about $91 million was recorded with
respect to these transactions.
ICL
Group Limited 306
The
tables below set forth the sensitivity of our derivative instruments and certain balance sheet items to 5% and 10% increases and decreases
in the exchange rates as of December 31, 2025.
|
Increase
(decrease)
in
fair value |
Fair
value |
Increase
(decrease)
in
fair value | |||
|
USD/NIS |
Increase
of 10% |
Increase
of 5% |
Decrease
of 5% |
Decrease
of 10% | |
|
Type of instrument
|
$ millions
| ||||
|
Cash and cash equivalents |
(0.1) |
(0.1) |
1.4 |
0.1 |
0.2 |
|
Trade receivables |
(4.5) |
(2.4) |
49.5 |
2.6 |
5.5 |
|
Receivables and debit balances |
(0.8) |
(0.4) |
8.5 |
0.4 |
0.9 |
|
Long-term deposits and loans |
0.2 |
0.1 |
(1.8) |
(0.1) |
(0.2) |
|
Credit from banks and others |
2.9 |
1.5 |
(32.4) |
(1.7) |
(3.6) |
|
Trade payables |
47.7 |
25.0 |
(524.9) |
(27.6) |
(58.3) |
|
Other payables |
3.0 |
1.6 |
(33.3) |
(1.8) |
(3.7) |
|
Long-term loans |
8.5 |
4.5 |
(93.8) |
(4.9) |
(10.4) |
|
Fixed rate debentures |
38.3 |
20.0 |
(421.0) |
(22.2) |
(46.8) |
|
Options |
(4.3) |
(2.1)
|
2.1 |
3.7 |
7.3
|
|
Forward |
(66.5) |
(35.5) |
18.5 |
39.5 |
82.7 |
|
Forward transactions hedge accounting
|
(31.5) |
(16.5) |
21.0 |
18.2 |
38.5 |
|
Swap |
(43.5)
|
(23.0)
|
51.0
|
25.4
|
53.7
|
|
Total |
(50.6)
|
(27.3)
|
(955.2)
|
31.6
|
65.8
|
|
Increase
(decrease)
in
fair value |
Fair
value |
Increase
(decrease)
in
fair value | |||
|
EUR/USD |
Increase
of 10% |
Increase
of
5%
|
Decrease
of 5% |
Decrease
of 10% | |
|
Type of instrument
|
$ millions
| ||||
|
Cash and cash equivalents |
(7.4) |
(3.9) |
81.4 |
4.3 |
9.0 |
|
Short-term deposits and loans |
(0.1) |
0.0 |
0.8 |
0.0 |
0.1 |
|
Trade receivables |
(22.5) |
(11.8) |
247.2 |
13.0 |
27.5 |
|
Receivables and debit balances |
(1.6) |
(0.8) |
17.8 |
0.9 |
2.0 |
|
Long-term deposits and loans |
(0.3) |
(0.2) |
3.7 |
0.2 |
0.4 |
|
Credit from banks and others |
11.1 |
5.8 |
(121.8) |
(6.4) |
(13.5) |
|
Trade payables |
21.7 |
11.3 |
(238.3) |
(12.5) |
(26.5) |
|
Other payables |
6.0 |
3.1 |
(65.9) |
(3.5) |
(7.3) |
|
Long-term loans from banks |
36.8 |
19.3 |
(404.7) |
(21.3) |
(45.0) |
|
Long-term loans with variable interest rates
|
21.8 |
11.4 |
(240.2) |
(12.6) |
(26.7) |
|
Options |
6.3 |
3.6 |
(1.1) |
(1.5) |
(4.5) |
|
Forward |
5.5
|
2.6
|
0.1
|
(2.4)
|
(4.5)
|
|
Total |
77.3
|
40.4
|
(721.0)
|
(41.8)
|
(89.0)
|
ICL
Group Limited 307
|
Increase
(decrease)
in
fair value |
Fair
value |
Increase
(decrease)
in
fair value | |||
|
GBP/USD |
Increase
of 10% |
Increase
of
5%
|
Decrease
of 5% |
Decrease
of 10% | |
|
Type of instrument
|
$ millions
| ||||
|
Cash and cash equivalents |
(0.1) |
0.0 |
1.0 |
0.1 |
0.1 |
|
Trade receivables |
(3.8) |
(2.0) |
41.3 |
2.2 |
4.6 |
|
Receivables and debit balances |
(0.2) |
(0.1) |
2.7 |
0.1 |
0.3 |
|
Credit from banks and others |
1.1 |
0.6 |
(12.1) |
(0.6) |
(1.3) |
|
Trade payables |
2.1 |
1.1 |
(23.1) |
(1.2) |
(2.6) |
|
Other payables |
0.5 |
0.3 |
(5.4) |
(0.3) |
(0.6) |
|
Long-term loans |
1.1 |
0.6 |
(11.9) |
(0.6) |
(1.3) |
|
Options |
(0.7) |
(0.3) |
0.0 |
0.3 |
0.9 |
|
Forward |
(0.5)
|
(0.2)
|
0.0
|
0.2
|
0.4
|
|
Total |
(0.5)
|
-
|
(7.5)
|
0.2
|
0.5
|
|
Increase
(decrease)
in
fair value |
Fair
value |
Increase
(decrease)
in
fair value | |||
|
BRL/USD |
Increase
of 10% |
Increase
of
5%
|
Decrease
of 5% |
Decrease
of 10% | |
|
Type of instrument
|
$ millions
| ||||
|
Cash and cash equivalents |
(5.6) |
(2.9) |
61.9 |
3.3 |
6.9 |
|
Trade receivables |
(31.2) |
(16.3) |
342.8 |
18.0 |
38.1 |
|
Receivables and debit balances |
(0.5) |
(0.3) |
5.8 |
0.3 |
0.6 |
|
Trade payables |
5.5 |
2.9 |
(60.0) |
(3.2) |
(6.7) |
|
Long-term deposits and loans |
(0.5) |
(0.3) |
6.0 |
0.3 |
0.7 |
|
Other payables |
1.4 |
0.7 |
(15.5) |
(0.8) |
(1.7) |
|
Long-term loans from banks |
1.7 |
0.9 |
(18.2) |
(1.0) |
(2.0) |
|
Forward |
4.0
|
2.1
|
0.6
|
(2.3)
|
(4.9)
|
|
Total |
(25.2)
|
(13.2)
|
323.4
|
14.6
|
31.0
|
|
Increase
(decrease)
in
fair value |
Fair
value |
Increase
(decrease)
in
fair value | |||
|
CNY/USD |
Increase
of 10% |
Increase
of
5%
|
Decrease
of 5% |
Decrease
of 10% | |
|
Type of instrument
|
$ millions
| ||||
|
Cash and cash equivalents |
(8.3) |
(4.4) |
91.6 |
4.8 |
10.2 |
|
Short-term investments and deposits
|
(0.6) |
(0.3) |
6.5 |
0.3 |
0.7 |
|
Trade receivables |
(5.8) |
(3.0) |
63.5 |
3.3 |
7.1 |
|
Receivables and debit balances |
0.0 |
0.0 |
(0.2) |
0.0 |
0.0 |
|
Trade payables |
6.2 |
3.2 |
(67.7) |
(3.6) |
(7.5) |
|
Other payables |
0.7 |
0.4 |
(8.2) |
(0.4) |
(0.9) |
|
Long-term loans (CNY) |
2.4
|
1.2
|
(26.1)
|
(1.4)
|
(2.9)
|
|
Total |
(5.4)
|
(2.9)
|
59.4
|
3.0
|
6.7
|
ICL
Group Limited 308
The
tables below set forth the sensitivity of our derivative instruments and certain balance sheet items to 5% and 10% increases and decreases
in the exchange rates as of December 31, 2024.
|
Increase
(decrease)
in
fair value |
Fair
value |
Increase
(decrease)
in
fair value | |||
|
USD/NIS |
Increase
of 10% |
Increase
of 5% |
Decrease
of 5% |
Decrease
of 10% | |
|
Type of instrument
|
$ millions
| ||||
|
Cash and cash equivalents |
(0.1) |
(0.1) |
1.5 |
0.1 |
0.2 |
|
Short-term deposits and loans |
0.0 |
0.0 |
0.1 |
0.0 |
0.0 |
|
Trade receivables |
(3.3) |
(1.7) |
36.7 |
1.9 |
4.1 |
|
Receivables and debit balances |
(0.4) |
(0.2) |
4.0 |
0.2 |
0.4 |
|
Long-term deposits and loans |
(0.1) |
0.0 |
0.9 |
0.0 |
0.1 |
|
Credit from banks and others |
1.3 |
0.7 |
(14.8) |
(0.8) |
(1.6) |
|
Trade payables |
37.1 |
19.4 |
(407.9) |
(21.5) |
(45.3) |
|
Other payables |
2.9 |
1.5 |
(31.9) |
(1.7) |
(3.5) |
|
Long-term loans |
10.6 |
5.6 |
(116.8) |
(6.1) |
(13.0) |
|
Fixed rate debentures |
14.7 |
7.7 |
(161.3) |
(8.5) |
(17.9) |
|
Forward |
(65.8) |
(34.0) |
(1.1) |
39.7 |
82.7 |
|
Forward transactions hedge accounting
|
(31.0) |
(17.2) |
2.1 |
14.7 |
33.3 |
|
Swap |
(16.6)
|
(8.7)
|
(2.9)
|
9.5
|
20.6
|
|
Total |
(50.7)
|
(27.0)
|
(691.4)
|
27.5
|
60.1
|
|
Increase
(decrease)
in
fair value |
Fair
value |
Increase
(decrease)
in
fair value | |||
|
EUR/USD |
Increase
of 10% |
Increase
of
5%
|
Decrease
of 5% |
Decrease
of 10% | |
|
Type of instrument
|
$ millions
| ||||
|
Cash and cash equivalents |
(1.8) |
(1.0) |
20.3 |
1.1 |
2.3 |
|
Short-term deposits and loans |
(0.1) |
0.0 |
0.8 |
0.0 |
0.1 |
|
Trade receivables |
(20.4) |
(10.7) |
224.4 |
11.8 |
24.9 |
|
Receivables and debit balances |
(1.6) |
(0.8) |
17.5 |
0.9 |
1.9 |
|
Long-term deposits and loans |
(0.4) |
(0.2) |
4.7 |
0.2 |
0.5 |
|
Credit from banks and others |
9.4 |
4.9 |
(103.9) |
(5.5) |
(11.5) |
|
Trade payables |
18.2 |
9.6 |
(200.6) |
(10.6) |
(22.3) |
|
Other payables |
4.7 |
2.5 |
(51.8) |
(2.7) |
(5.8) |
|
Long-term loans from banks |
27.3 |
14.3 |
(300.3) |
(15.8) |
(33.4) |
|
Long-term loans with variable interest rates
|
46.7 |
24.5 |
(513.7) |
(27.0) |
(57.1) |
|
Options |
2.2 |
0.3 |
1.4 |
(2.9) |
(4.4) |
|
Forward |
18.2
|
8.6
|
2.0
|
(7.9)
|
(15.1)
|
|
Total |
102.4
|
52.0
|
(899.2)
|
(58.4)
|
(119.9)
|
ICL
Group Limited 309
|
Increase
(decrease)
in
fair value |
Fair
value |
Increase
(decrease)
in
fair value | |||
|
GBP/USD |
Increase
of 10% |
Increase
of
5%
|
Decrease
of 5% |
Decrease
of 10% | |
|
Type of instrument
|
$ millions
| ||||
|
Cash and cash equivalents |
(0.8) |
(0.4) |
9.3 |
0.5 |
1.0 |
|
Trade receivables |
(3.6) |
(1.9) |
39.1 |
2.1 |
4.3 |
|
Receivables and debit balances |
(0.2) |
(0.1) |
1.9 |
0.1 |
0.2 |
|
Credit from banks and others |
0.7 |
0.4 |
(7.9) |
(0.4) |
(0.9) |
|
Trade payables |
2.2 |
1.1 |
(24.0) |
(1.3) |
(2.7) |
|
Other payables |
0.5 |
0.3 |
(5.5) |
(0.3) |
(0.6) |
|
Long-term loans |
1.1 |
0.6 |
(11.9) |
(0.6) |
(1.3) |
|
Options |
(1.0) |
(0.5) |
(0.4) |
0.5 |
0.9 |
|
Forward |
(0.1)
|
(0.1)
|
(0.1)
|
0.1
|
0.1
|
|
Total |
(1.2)
|
(0.6)
|
0.5
|
0.7
|
1.0
|
|
Increase
(decrease)
in
fair value |
Fair
value |
Increase
(decrease)
in
fair value | |||
|
BRL/USD |
Increase
of 10% |
Increase
of
5%
|
Decrease
of 5% |
Decrease
of 10% | |
|
Type of instrument
|
$ millions
| ||||
|
Cash and cash equivalents |
(6.3) |
(3.3) |
68.9 |
3.6 |
7.7 |
|
Trade receivables |
(27.0) |
(14.1) |
296.9 |
15.6 |
33.0 |
|
Receivables and debit balances |
(0.5) |
(0.2) |
5.2 |
0.3 |
0.6 |
|
Trade payables |
9.4 |
4.9 |
(103.3) |
(5.4) |
(11.5) |
|
Long-term deposits and loans |
(0.5) |
(0.2) |
5.2 |
0.3 |
0.6 |
|
Other payables |
1.1 |
0.6 |
(12.6) |
(0.7) |
(1.4) |
|
Long-term loans from banks |
1.7 |
0.9 |
(18.5) |
(1.0) |
(2.1) |
|
Forward |
1.6
|
0.9
|
0.3
|
(1.0)
|
(2.0)
|
|
Total |
(20.5)
|
(10.5)
|
242.1
|
11.7
|
24.9
|
|
Increase
(decrease)
in
fair value |
Fair
value |
Increase
(decrease)
in
fair value | |||
|
CNY/USD |
Increase
of 10% |
Increase
of
5%
|
Decrease
of 5% |
Decrease
of 10% | |
|
Type of instrument
|
$ millions
| ||||
|
Cash and cash equivalents |
(13.7) |
(7.2) |
150.5 |
7.9 |
16.7 |
|
Short-term investments and deposits
|
(0.5) |
(0.3) |
5.8 |
0.3 |
0.6 |
|
Trade receivables |
(7.3) |
(3.8) |
80.6 |
4.2 |
9.0 |
|
Trade payables |
5.5 |
2.9 |
(61.0) |
(3.2) |
(6.8) |
|
Other payables |
0.8 |
0.4 |
(8.6) |
(0.5) |
(1.0) |
|
Long-term loans (CNY) |
2.5
|
1.3
|
(27.6)
|
(1.5)
|
(3.1)
|
|
Total |
(12.7)
|
(6.7)
|
139.7
|
7.2
|
15.4
|
ICL
Group Limited 310
Interest
Rate Risk
We
have loans bearing variable interest rates that expose our finance expenses and cash flow to changes in interest rates. With respect to
our fixed‑interest loans, there is exposure to changes in the fair value of the loans due to changes in the market interest rate.
From
time to time, we use some hedging transactions to hedge some of the above exposure. The hedging is implemented by using a fixed interest
range and by hedging variable interest.
The
table below sets forth the sensitivity of certain financial instruments to 0.5% and 1% increases and decreases in the USD interest rate
as of December 31, 2025.
|
Increase
(decrease)
in
fair value |
Fair
value |
Increase
(decrease)
in
fair value | |||
|
Increase
of
1%
|
Increase
of 0.5% |
Decrease
of 0.5% |
Decrease
of 1% | ||
|
Type of instrument
|
$ millions
| ||||
|
Fixed-USD interest debentures |
55.9 |
28.7 |
(831.1) |
(30.4) |
(62.5) |
|
NIS/USD swap |
27.7
|
14.1
|
51.0
|
(14.7)
|
(30.0)
|
|
Total |
83.6
|
42.8
|
(780.1)
|
(45.1)
|
(92.5)
|
The
table below sets forth the sensitivity of certain financial instruments to 0.5% and 1% increases and decreases in the USD interest rate
as of December 31, 2024.
|
Increase
(decrease)
in
fair value |
Fair
value |
Increase
(decrease)
in
fair value | |||
|
Increase
of
1%
|
Increase
of 0.5% |
Decrease
of 0.5% |
Decrease
of 1% | ||
|
Type of instrument
|
$ millions
| ||||
|
Fixed-USD interest debentures |
55.4 |
28.5 |
(787.8) |
(30.2) |
(62.3) |
|
NIS/USD swap |
12.7
|
6.4
|
(2.9)
|
(6.8)
|
(14.0)
|
|
Total |
68.1
|
34.9
|
(790.7)
|
(37.0)
|
(76.3)
|
The
table below sets forth the sensitivity of certain financial instruments to 0.5% and 1% increases and decreases in the NIS interest rate
as of December 31, 2025.
|
Sensitivity to changes
in the shekel interest rate |
Increase
(decrease)
in
fair value |
Fair
value |
Increase
(decrease)
in
fair value | ||
|
Increase
of
1%
|
Increase
of 0.5% |
Decrease
of 0.5% |
Decrease
of 1% | ||
|
Type of instrument
|
$ millions
| ||||
|
Fixed-interest long-term loan |
- |
- |
(93.8) |
- |
- |
|
Fixed rate debentures |
27.5 |
14.1 |
(421.0) |
(14.7) |
(30.0) |
|
NIS/USD swap |
(32.5)
|
(16.7)
|
51.0
|
17.5
|
35.8
|
|
Total |
(5.0)
|
(2.6)
|
(463.8)
|
2.8
|
5.8
|
ICL
Group Limited 311
The
table below sets forth the sensitivity of certain financial instruments to 0.5% and 1% increases and decreases in the NIS interest rate
as of December 31, 2024.
|
Sensitivity to changes
in the shekel interest rate |
Increase
(decrease)
in
fair value |
Fair
value |
Increase
(decrease)
in
fair value | ||
|
Increase
of
1%
|
Increase
of 0.5% |
Decrease
of 0.5% |
Decrease
of 1% | ||
|
Type of instrument
|
$ millions
| ||||
|
Fixed-interest long-term loan |
- |
- |
(116.8) |
- |
- |
|
Fixed rate debentures |
11.3 |
5.8 |
(161.3) |
(6.0) |
(12.4) |
|
NIS/USD swap |
(13.3)
|
(6.8)
|
(2.9)
|
7.1
|
14.8
|
|
Total |
(2.0)
|
(1.0)
|
(281.0)
|
1.1
|
2.4
|
The
table below sets forth the sensitivity of certain financial instruments to 0.5% and 1% increases and decreases in the Euro interest rate
as of December 31, 2025.
|
Sensitivity to changes
in the Euro interest rate |
Increase
(decrease)
in
fair value |
Fair
value |
Increase
(decrease)
in
fair value | ||
|
Increase
of
1%
|
Increase
of 0.5% |
Decrease
of 0.5% |
Decrease
of 1% | ||
|
Type of instrument
|
$ millions
| ||||
|
Long-term loans from banks and others
|
4.1 |
2.1 |
(459.5) |
(2.1) |
(4.3) |
The
table below sets forth the sensitivity of certain financial instruments to 0.5% and 1% increases and decreases in the Euro interest rate
as of December 31, 2024.
|
Sensitivity to changes
in the Euro interest rate |
Increase
(decrease)
in
fair value |
Fair
value |
Increase
(decrease)
in
fair value | ||
|
Increase
of
1%
|
Increase
of 0.5% |
Decrease
of 0.5% |
Decrease
of 1% | ||
|
Type of instrument
|
$ millions
| ||||
|
Long-term loans from banks and others
|
4.0 |
2.0 |
(271.3) |
(2.0) |
(4.1) |
Marine
Shipping Price Risk
We
ship substantial amounts of goods worldwide using marine shipments.
ICL
Group Limited 312
Item 12 – DESCRIPTION
OF SECURITIES OTHER THAN EQUITY SECURITIES
Not
Applicable.
Item 13 – DEFAULTS,
DIVIDEND ARRANGEMENTS AND DELINQUENCIES
Not
Applicable.
Item 14 – MATERIAL
MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not
Applicable.
ICL
Group Limited 313
Item 15
– CONTROLS AND PROCEDURES
A. DISCLOSURE CONTROLS AND PROCEDURES
ICL’s
Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of ICL’s disclosure controls and procedures
(as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this annual report, have concluded that, as of such
date, ICL’s disclosure controls and procedures were effective to ensure that the information required in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s
rules and forms, and such information is accumulated and communicated to its management, including its chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required disclosure.
B. MANAGEMENT’S ANNUAL REPORT
ON INTERNAL CONTROLS OVER FINANCIAL REPORTING
ICL’s
management is responsible for establishing and maintaining adequate internal control over financial reporting. ICL’s internal control
over financial reporting system was designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer,
and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of its consolidated financial statements, for external purposes, in accordance with generally accepted accounting
principles. These include those policies and procedures that:
| • |
pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect transactions and dispositions of our assets; |
| • |
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements, in accordance with generally accepted accounting principles, and that receipts
and expenditures are being made only in accordance with authorization of our management and directors; and |
| • |
provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, effective control
over financial reporting cannot, and does not, provide absolute assurance of achieving our control objectives. Also, projections of, and
any evaluation of effectiveness of the internal controls in future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our
management, including our Chief Executive Officer and our Chief Financial Officer, assessed the effectiveness of ICL’s internal
control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission of 2013 (COSO).
Based on such assessment, our management has concluded that, as of December 31, 2025, ICL’s internal control over financial reporting
is effective based on those criteria.
ICL
Group Limited 314
C. Attestation Report of the Registered
Public Accounting Firm
Somekh
Chaikin, member firm of KPMG International, an independent registered public accounting firm, has audited and reported on the effectiveness
of ICL’s internal controls over financial reporting as of December 31, 2025. See Somekh Chaikin’s attestation report on page
F-2 of this annual report.
D. Changes in internal control over
financial reporting
There
has been no identified change in our internal control over financial reporting in connection with the evaluation required by Rules 13a-15
or 15d-15 that occurred during the period covered by this annual report that has materially affected, or is likely to materially affect,
our internal control over financial reporting.
Item 16A –
AUDIT AND ACCOUNTING COMMITTEE FINANCIAL EXPERT
Our
Board of Directors has determined, based on qualification statements delivered to the Company, that each of the members of our Audit and
Accounting Committee, Dr. Miriam Haran, Ms. Dafna Gruber, Mr. Lior Reitblatt and Mr. Gadi Lesin qualify as audit committee financial experts,
as such term is defined in Item 16A(b) of Form 20-F, are financially literate and are independent directors for the purposes Rule of 10A-3
of the Exchange Act and of NYSE trade listing requirements.
Item 16B –
CODE OF CONDUCT
On
February 5, 2024, Our Company launched a new Code of Conduct that applies to our Board of Directors, senior management, contractors, suppliers
and employees, including our Chief Executive Officer, Chief Financial Officer, Controller and any other persons who perform similar functions
for us. Our Code of Conduct is available, on our website, https://www.icl-group.com/our-code-of-conduct/.
We intend to disclose future amendments to our code of conduct, or any waivers of such code, on our website or in public filings. The
reference to our website is intended to be an inactive textual reference and the information on, or accessible through, our website is
not intended to be part of this Annual Report.
ICL
Group Limited 315
Item 16C –
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Somekh
Chaikin, a member firm of KPMG International, located in Tel Aviv, Israel, PCAOB ID 1057, has served as our independent registered public
accounting firm for 2025 and 2024. The following are Somekh Chaikin's and other KPMG participating firms' fees for professional services
in each of the respective fiscal years:
|
2025
|
2024
| |
|
US$
thousands |
US$
thousands |
|
Audit fees(1)
|
4,392
|
4,356 |
|
Audit-related fees(2)
|
16
|
87 |
|
Tax fees(3)
|
1,304
|
1,651
|
|
Total |
5,712
|
6,094 |
(1)
Audit fees are the aggregate fees billed or expected to be billed for the audit of our annual financial statements. This category also
includes services that are generally provided by the independent accountant, such as consents and review of documents filed with the SEC.
(2)
Audit-related Fees are the aggregate fees billed for assurance and related services rendered during the years ended December 31, 2025
and 2024, that are reasonably related to the performance of the audit and are not reported under audit fees.
(3)
Tax fees are the aggregate fees billed for professional services rendered during the years ended December 31, 2025 and 2024, rendered
for tax compliance, tax advice, and tax planning, assistance with tax audits and appeals.
Audit
Committee’s pre-approval policies and procedures
All
services provided by our independent auditors are approved in advance by either the Audit and Accounting Committee or members thereof,
to whom authority has been delegated, in accordance with the Audit and Accounting Committee's pre-approval procedure respecting such services.
Item 16D –
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not
Applicable.
Item 16E –
PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Not
Applicable.
ICL
Group Limited 316
Item 16F –
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not
Applicable.
Item 16G –
CORPORATE GOVERNANCE
Corporate Governance
Practices
We
are incorporated in Israel and therefore subject to various corporate governance provisions under the Companies Law and the regulations
promulgated thereunder, relating to such matters as external directors, the audit committee, the compensation committee and the internal
auditor. These are in addition to the requirements of the NYSE and relevant provisions of US securities laws that apply to foreign companies
listed for trading in the US.
As
a foreign private issuer whose shares are listed on the NYSE, we have the option to follow certain corporate governance practices that
apply in the country of incorporation of the foreign company, Israel, rather than those of the NYSE, except to the extent that such laws
would be contrary to US securities laws and provided that we disclose the practices that we are not following and describe the home country
practices which we elected to follow instead. We intend to rely on this “foreign private issuer exemption” with respect to
the following NYSE requirements:
| • |
Majority Independent
Board. Under Section 303A.01 of the NYSE Listed Company Manual (the “LCM”), a US
domestic listed company, other than a controlled company, must have a majority of independent directors. |
| • |
Nominating/Corporate
Governance Committee. Under Section 303A.04 of the LCM, a US domestic listed company,
other than a controlled company, must have a nominating/corporate governance committee composed entirely of independent directors. Our
controlling shareholder, Israel Corporation, has significant control over the appointment of our directors (other than external directors).
|
| • |
Equity Compensation
Plans. Under Section 303A.08 of the LCM, shareholders must be given the opportunity to vote
on all equity‑compensation plans and material revisions thereto, with certain limited exemptions as described therein. We follow
the requirements of the Companies Law, under which approval of equity compensation plans and material revisions thereto is within the
authority of our HR & Compensation Committee and the Board of Directors. However, under the Companies Law, the award of any compensation
to directors, the Chief Executive Officer or a controlling shareholder or another person in which a controlling shareholder has a personal
interest, including the award of equity-based compensation, generally requires the approval of the compensation committee, the Board of
Directors and the shareholders, in that order. Under the Companies Law, the compensation of directors and officers is generally required
to comply with a shareholder‑approved compensation policy, which is required, among other things, to include a monetary cap on the
value of equity compensation that may be granted to any director or officer. |
ICL
Group Limited 317
| • |
Shareholder Approval
of Securities Issuances. Under Sections 312.03(b)(i) and 312.03(c) of the LCM, shareholder approval
is a prerequisite to (A) issuing ordinary shares, or securities convertible into or exercisable for ordinary shares, to a director,
officer, a controlling shareholder or member of a control group or any other substantial security holder of the company that has an affiliated
person who is an officer or director of the company (each an ”active related party”), if the number of ordinary shares to
be issued exceeds either 1% of the number of ordinary shares or 1% of the voting power outstanding before the issuance, and (B) (1)
issuing ordinary shares, or securities convertible into or exercisable for ordinary shares, if the ordinary share has, or will have upon
issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance or (2) the number of ordinary
shares to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of ordinary shares before the issuance, respectively,
in each case subject to certain exceptions. We seek shareholder approval for all corporate actions requiring such approval in accordance
with the requirements of the Companies Law, which are different from the requirements for seeking shareholder approval under Sections 312.03(b)(i)
and 312.03(c) of the LCM. Under the Companies Law, shareholder approval is a prerequisite to any extraordinary transaction with a controlling
shareholder or in which a controlling shareholder has a personal interest. Under the Companies Law, shareholder approval is also a prerequisite
to a private placement of securities if it will cause a person to become a controlling shareholder or in case all of the following conditions
are met: |
| • |
The securities issued amount to 20% or more of the Company’s
outstanding voting rights before the issuance; |
| • |
Some or all of the consideration are other than cash or listed
securities, or the transaction is not on market terms; and |
| • |
The transaction will increase the relative holdings of a 5% shareholder
or will cause any person to become, as a result of the issuance, a 5% shareholder. |
Except
as stated above, we intend to comply with the rules applicable to US companies listed on the NYSE. We may decide in the future to use
additional and/or other foreign private issuer exemptions with respect to some or all of the other NYSE listing requirements. Following
governance practices of our home country, Israel, as opposed to the requirements that would otherwise apply to a company listed on the
NYSE, may provide less protection than is accorded to investors under NYSE listing requirements applicable to domestic issuers. For further
information, see “Item 3 - Key Information— D. Risk Factors”.
Item 16H –
MINE SAFETY DISCLOSURE
Not
applicable.
Item 16I – DISCLOSURE
REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not
applicable.
ICL
Group Limited 318
Item 16J – Insider Trading Policy
We have adopted insider trading policies and procedures that govern the purchase, sale, and other dispositions of the Company’s securities by directors, senior management and employees, which are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any applicable listing standards. A copy of our insider trading policy is filed as Exhibit 11.1 to this Annual Report.
Item 16K – Cybersecurity
As cyberattacks evolve and become more sophisticated, ICL has had to strengthen its overall resilience, including its prevention, monitoring, mitigation, and remediation efforts. As part of such efforts, ICL routinely reviews, reinforces, and tests its cybersecurity processes and procedures, including its cybersecurity business continuity plans, through exercises in the areas of cybersecurity.
The outcome of such exercises is an important part of a feedback process designed to improve ICL’s cybersecurity posture and culture and raise the level of cybersecurity awareness and preparedness of certain key personnel. ICL also retains cybersecurity intelligence services, as well as the services of a security operations center that operates 24 hours a day, as part of our incident management process. We also conduct internal and third-party risk assessments of our information systems and networks in cooperation with several leading Israeli and international companies in the field of cybersecurity. As part of our ongoing efforts to strengthen our cybersecurity defenses, in 2019, we began conducting regular Cyber Maturity surveys approximately every 18 months in cooperation with a leading international consulting firm. The last survey was conducted in 2024 and as of the reporting date, we have commenced the next survey and expect that it will be completed during the first quarter of 2026. In addition, we conduct periodic penetration tests, and during 2025 we performed eight such assessments. ICL is also part of the critical national infrastructure of Israel, and as such, we continuously monitor communications from and cooperate with Israel’s National Cyber Emergency Response Team (“National CERT”), which is part of the Israel National Cyber Directorate, as well as Israel’s Ministry of Energy and Ministry of Environmental Protection for the purpose of protecting our two critical plants from a variety of risks, including cybersecurity risks. Our Internal Auditor also performs several audits each year on our cybersecurity programs compliance with ICL’s policies and regulations in the field of cybersecurity. We also advanced our compliance efforts with external regulations, including the new EU Cyber directive, NIS2, which will be enforced during 2026. The NIS2 Directive is the EU’s enhanced cybersecurity framework, expanding regulatory obligations for entities.
Other lines of action also include our management undergoing periodic training and practical drills in cybersecurity approximately every 18 months. These exercises are designed to simulate real-world cyberattacks, allowing our management to enhance their skills and preparedness in handling potential threats. Building on these ongoing efforts, we have also initiated measures to start to address emerging risks, such as AI-driven cyber threats, focusing on strengthening defenses against attacks leveraging advanced AI capabilities. We are continuing to implement our plan to improve the efficiency and resilience of our cybersecurity architecture by transitioning to more consolidated platforms which reduce vendor complexity.
Cybersecurity risk management is an integral part of our overall enterprise risk management program, which is overseen by the Board of Directors. As part of its enterprise risk management efforts, the Board of Directors also meets with senior management, including the CISO, to assess and respond to critical business risks, including those that may arise from cybersecurity threats and incidents. The CISO meets with our Global Executive Committee (GEC) twice a year and the Board of Directors annually to review and discuss our technology, cybersecurity, and information security strategies and approve our technology, cybersecurity, and information security plans .
In 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. Despite our efforts and investment in many resources over the years to improve the reliability of our cybersecurity programs and to prevent cybersecurity incidents, complete protection in the field of cybersecurity cannot be guaranteed and we can make no assurances that we have not experienced an undetected cybersecurity incident, including an incident that may have been material. For further information on cybersecurity risks, see “Item 3 - Key Information— D. Risk Factors— Significant disruptions in our, or our service providers’, information technology systems or breaches of our, or our service providers’, information security systems could adversely affect our business”.
ICL Group Limited 319
Item 17 – FINANCIAL STATEMENTS
See “Item 18 - Financial Statements”.
Item 18 – FINANCIAL STATEMENTS
See page FS-1.
Item 19 – EXHIBITS
We have filed certain exhibits to our Form 20-F filed with the SEC, which are available for perusal at: www.sec.gov.
| 97* | |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
101.INS | XBRL Instance Document |
* Furnished herewith.
ICL Group Limited 320
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
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: March 11, 2026
ICL Group Limited 321
Consolidated Financial Statements
As of December 31, 2025
|
ICL Group Ltd
|
 |
Consolidated Financial Statements as of December 31, 2025
Contents
|
Auditors' Report (PCAOB
|
F-2
|
|
1
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
7
|
|
|
8
|
F - 1
|
|
Somekh Chaikin
KPMG Millennium Tower
17 Ha'arba'a Street, PO Box 609
Tel Aviv 61006 Israel
|
Telephone
Fax
Internet
|
972 3 684 8000
972 3 684 8444
www.kpmg.co.il
|
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
ICL Group Ltd.
Opinions on the Consolidated Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of ICL Group Ltd. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the "consolidated financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
F - 2
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F - 3
Useful lives of the long-lived assets associated with Dead Sea Works Ltd. concession
As discussed in Note 18b (1) to the consolidated financial statements, the concession of Dead Sea Works Ltd. (DSW) will end on March 31, 2030. The consolidated financial statements were prepared based on the Company's assumption that it is more likely than not that the Company will continue to operate its assets located in the concession area for their remaining useful lives, which extend beyond the term of the current concession period, by obtaining a new concession.
We identified the evaluation of the useful lives of the long-lived assets associated with DSW's concession (hereinafter – the relevant assets) as a critical audit matter. Specifically, challenging auditor judgment was required to evaluate the Company’s assumption that the useful lives of the relevant assets exceed the current concession period due to uncertainty relating to obtaining the new concession. Changes in the estimated useful lives of the relevant assets could have a significant effect on the depreciation expenses of these assets.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control related to the determination of useful lives of the relevant assets. We evaluated the Company's estimate regarding the useful lives of the relevant assets by examining its analysis of obtaining the new concession, as well as considering relevant publicly available information, such as, the Concession Law, the report released by the Israeli Ministry of Finance regarding the actions that the government may take towards the end of the concession period and the draft bill of the future Concession Law.
Member Firm of KPMG International
We have served as the Company’s auditor since 2006.
March 10, 2026
Somekh Chaikin, a partnership registered under the Israeli partnership
Ordinance, is the Israeli member firm of KPMG International,
a Swiss cooperative.
F - 4
Consolidated Statements of Financial Position as of December 31
|
2025
|
2024
|
||
|
Note
|
$ millions
|
$ millions
|
|
Current assets
|
|||
|
Cash and cash equivalents
|
|
|
|
|
Short-term investments and deposits
|
|
|
|
|
Trade receivables
|
|
|
|
|
Inventories
|
6
|
|
|
|
Prepaid expenses and other receivables
|
7
|
|
|
|
Total current assets
|
|
|
|
|
Non-current assets
|
|||
|
Deferred tax assets
|
15
|
|
|
|
Property, plant and equipment
|
10
|
|
|
|
Intangible assets
|
11
|
|
|
|
Other non-current assets
|
9,16
|
|
|
|
Total non-current assets
|
|
|
|
|
Total assets
|
|
|
|
|
Current liabilities
|
|||
|
Short-term debt
|
13
|
|
|
|
Trade payables
|
|
|
|
|
Provisions
|
17
|
|
|
|
Other payables
|
14
|
|
|
|
Total current liabilities
|
|
|
|
|
Non-current liabilities
|
|||
|
Long-term debt and debentures
|
13
|
|
|
|
Deferred tax liabilities
|
15
|
|
|
|
Long-term employee liabilities
|
16
|
|
|
|
Long-term provisions and accruals
|
17
|
|
|
|
Other
|
|
|
|
|
Total non-current liabilities
|
|
|
|
|
Total liabilities
|
|
|
|
|
Equity
|
|||
|
Total shareholders’ equity
|
19
|
|
|
|
Non-controlling interests
|
|
|
|
|
Total equity
|
|
|
|
|
Total liabilities and equity
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
ICL Group Limited Annual Report 1
Consolidated Statements of Income for the Year Ended December 31
|
2025
|
2024
|
2023
|
||
|
Note
|
$ millions
|
$ millions
|
$ millions
|
|
Sales
|
20
|
|
|
|
|
Cost of sales
|
20
|
|
|
|
|
Gross profit
|
|
|
|
|
|
Selling, transport and marketing expenses
|
20
|
|
|
|
|
General and administrative expenses
|
20
|
|
|
|
|
Research and development expenses
|
20
|
|
|
|
|
Other expenses
|
20
|
|
|
|
|
Other income
|
20
|
(
|
(
|
(
|
|
Operating income
|
|
|
|
|
|
Finance expenses
|
|
|
|
|
|
Finance income
|
(
|
(
|
(
|
|
|
Finance expenses, net
|
20
|
|
|
|
|
Share in earnings of equity-accounted investees
|
|
|
|
|
|
Income before taxes on income
|
|
|
|
|
|
Taxes on income
|
15
|
|
|
|
|
Net income
|
|
|
|
|
|
Net income attributable to non-controlling interests
|
|
|
|
|
|
Net income attributable to shareholders of the Company
|
|
|
|
|
|
Earnings per share attributable to shareholders of the Company:
|
22
|
|||
|
Basic earnings per share (in dollars)
|
|
|
|
|
|
Diluted earnings per share (in dollars)
|
|
|
|
|
|
Weighted-average number of ordinary shares outstanding:
|
22
|
|||
|
Basic (in thousands)
|
|
|
|
|
|
Diluted (in thousands)
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
ICL Group Limited Annual Report 2
Consolidated Statements of Comprehensive Income for
the Year Ended December 31
the Year Ended December 31
|
2025
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
Net income
|
|
|
|
|
Components of other comprehensive income that will be reclassified subsequently to net income
|
|||
|
Foreign currency translation differences
|
|
(
|
|
|
Change in fair value of cash flow hedges transferred to the statement of income
|
(
|
|
|
|
Effective portion of the change in fair value of cash flow hedges
|
|
(
|
(
|
|
Tax relating to items that will be reclassified subsequently to net income
|
(
|
(
|
(
|
|
|
(
|
|
|
|
Components of other comprehensive income that will not be reclassified to net income
|
|||
|
Actuarial gains from defined benefit plans
|
|
|
|
|
Tax relating to items that will not be reclassified to net income
|
|
(
|
(
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
Comprehensive income attributable to the non-controlling interests
|
|
|
|
|
Comprehensive income attributable to the shareholders of the Company
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
ICL Group Limited Annual Report 3
Consolidated Statements of Changes in Equity
|
Attributable to the shareholders of the Company
|
Non- controlling interests
|
Total equity
|
|||||||
|
Share capital
|
Share premium
|
Cumulative translation adjustment
|
Capital reserves
|
Treasury shares,
at cost |
Retained earnings
|
Total shareholders’ equity
|
|||
|
$ millions
|
|||||||||
|
For the year ended December 31, 2025
|
|||||||||
|
Balance as of January 1, 2025
|
|
|
(
|
|
(
|
|
|
|
|
|
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
|
|
|
(
|
(
|
(
|
(
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2025
|
|
|
(
|
|
(
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
ICL Group Limited Annual Report 4
Consolidated Statements of Changes in Equity (cont'd)
|
Attributable to the shareholders of the Company
|
Non- controlling interests
|
Total equity
|
|||||||
|
Share capital
|
Share premium
|
Cumulative translation adjustment
|
Capital reserves
|
Treasury shares,
at cost |
Retained earnings
|
Total shareholders’ equity
|
|||
|
$ millions
|
|||||||||
|
For the year ended December 31, 2024
|
|||||||||
|
Balance as of January 1, 2024
|
|
|
(
|
|
(
|
|
|
|
|
|
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
|
|
|
(
|
(
|
(
|
(
|
|
Comprehensive income
|
|
|
(
|
|
|
|
|
|
|
|
Balance as of December 31, 2024
|
|
|
(
|
|
(
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
ICL Group Limited Annual Report 5
Consolidated Statements of Changes in Equity (cont'd)
|
Attributable to the shareholders of the Company
|
Non- controlling interests
|
Total equity
|
|||||||
|
Share capital
|
Share premium
|
Cumulative translation adjustment
|
Capital reserves
|
Treasury shares,
at cost |
Retained earnings
|
Total shareholders’ equity
|
|||
|
$ millions
|
|||||||||
|
For the year ended December 31, 2023
|
|||||||||
|
Balance as of January 1, 2023
|
|
|
(
|
|
(
|
|
|
|
|
|
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
|
|
|
(
|
(
|
(
|
(
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2023
|
|
|
(
|
|
(
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
ICL Group Limited Annual Report 6
Consolidated Statements of Cash Flows for the Year Ended December 31
|
2025
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
Cash flows from operating activities
|
|||
|
Net income
|
|
|
|
|
Adjustments for:
|
|||
|
Depreciation and amortization
|
|
|
|
|
Fixed assets impairment
|
|
|
|
|
Exchange rate, interest and derivative, net
|
|
|
|
|
Tax expenses
|
|
|
|
|
Change in provisions
|
|
(
|
(
|
|
Other
|
|
|
|
|
|
|
|
|
|
Change in inventories
|
(
|
(
|
|
|
Change in trade receivables
|
(
|
|
|
|
Change in trade payables
|
|
|
(
|
|
Change in other receivables
|
(
|
|
|
|
Change in other payables
|
|
|
(
|
|
Net change in operating assets and liabilities
|
(
|
|
|
|
Income taxes paid, net of refund
|
(
|
(
|
(
|
|
Net cash provided by operating activities
|
|
|
|
|
Cash flows from investing activities
|
|||
|
Proceeds (payments) from deposits, net
|
(
|
|
(
|
|
Purchases of property, plant and equipment and intangible assets
|
(
|
(
|
(
|
|
Proceeds from divestiture of assets and businesses, net of transaction expenses
|
|
|
|
|
Payments from settlement of derivatives, net
|
(
|
|
|
|
Interest received
|
|
|
|
|
Business combinations
|
(
|
(
|
|
|
Other
|
|
|
|
|
Net cash used in investing activities
|
(
|
(
|
(
|
|
Cash flows from financing activities
|
|||
|
Dividends paid to the Company's shareholders
|
(
|
(
|
(
|
|
Receipts of long-term debt
|
|
|
|
|
Repayments of long-term debt
|
(
|
(
|
(
|
|
Receipts (repayments) of short-term debt, net
|
|
(
|
(
|
|
Interest paid
|
(
|
(
|
(
|
|
Receipts (payments) from transactions in derivatives
|
(
|
(
|
|
|
Dividend paid to the non-controlling interests
|
(
|
(
|
(
|
|
Net cash used in financing activities
|
(
|
(
|
(
|
|
Net change in cash and cash equivalents
|
(
|
(
|
|
|
Cash and cash equivalents as of the beginning of the year
|
|
|
|
|
Net effect of currency translation on cash and cash equivalents
|
|
(
|
(
|
|
Cash and cash equivalents as of the end of the year
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
ICL Group Limited Annual Report 7
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 1 – General
| A. |
The Reporting Entity
|
ICL Group Ltd. (hereinafter – the Company), is a company incorporated and domiciled in Israel. The Company's shares are traded on both the Tel-Aviv Stock Exchange (TASE) and the New York Stock Exchange (NYSE) under the ticker: ICL. The address of the Company’s registered headquarters is 23 Aranha St., Tel Aviv, Israel. The Company is a subsidiary of Israel Corporation Ltd., a public company traded on the TASE under the ticker: ILCO:TA. The State of Israel holds a Special State Share in ICL and in some of its subsidiaries, entitling the State the right to safeguard the State of Israel vital interests. For additional information, see Note 19 - Equity.
The Company, together with its subsidiaries, associated companies and joint ventures (hereinafter - the Group or ICL), is a leading specialty minerals group that operates a unique, integrated business model. The Company competitively extracts certain minerals as raw materials and utilizes processing and product formulation technologies to add value to customers in two main end-markets: agriculture and industrial (including food). ICL’s products are used mainly in agriculture, electronics, food, fuel and gas exploration, water purification and desalination, construction, detergents, cosmetics, pharmaceuticals and automotive.
| B. |
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. On February 28, 2026, a coordinated attack by Israel and the United States was launched in response to threats from Iran, which subsequently escalated into a conflict involving Lebanon along Israel’s northern border. The security situation over the past two years, including recent developments, 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.
ICL Group Limited Consolidated Financial Statements 8
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 1 – General (cont'd)
| C. |
Definitions
|
| 1. |
Subsidiary – a company over which the Company has control and the financial statements of which are fully consolidated with the Company's statements as part of the consolidated financial statements.
|
| 2. |
Investee company – a subsidiary, including a partnership or joint venture which is accounted for using the equity method.
|
| 3. |
Related party – As in IAS 24 (2009), “Related Party Disclosures”.
|
Note 2 - Basis of Preparation of the Financial Statements
| A. |
Statement of compliance with International Financial Reporting Standards
|
The consolidated financial statements were prepared by ICL in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
The consolidated financial statements were authorized for issuance by the Company’s Board of Directors on March 10, 2026.
| B. |
Functional and presentation currency
|
The consolidated financial statements are presented in United States Dollars (“US Dollars”; $), which is the functional currency of the Company and have been rounded to the nearest million, except when otherwise indicated. Items included in the consolidated financial statements of the Company are measured using the currency of the primary economic environment in which the individual entity operates (“the functional currency”).
| C. |
Basis of measurement
|
The consolidated financial statements were prepared using the depreciated historical cost basis except for the following assets and liabilities: Financial instruments measured at fair value through profit or loss, investments in associates, deferred tax assets and liabilities, assets and liabilities in respect of employee benefits. For further information regarding the measurement of assets and liabilities, see Note 3.
| D. |
Operating cycle
|
The Company’s regular operating cycle is up to one year. As a result, the current assets and the current liabilities include items for which the realization is intended and anticipated to take place within one year.
ICL Group Limited Consolidated Financial Statements 9
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 2 - Basis of Preparation of the Financial Statements (cont'd)
| E. |
Use of estimates and judgment
|
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
The evaluation of accounting estimates used in the preparation of ICL’s Financial Statements requires the Company's management to make assumptions regarding interpretations of laws which apply to the Company, circumstances and events involving considerable uncertainty. The Company's management prepares the estimates based on past experience, various facts, external circumstances, and reasonable assumptions relating to the pertinent circumstances of each estimate. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Information about assumptions made by ICL with respect to the future and other reasons for uncertainty with respect to estimates that have a significant risk of resulting in a material adjustment to carrying amounts of assets and liabilities in future years are included in the following table:
|
Estimate
|
Principal assumptions
|
Possible effects
|
Reference
|
|
Concessions, permits and business licenses
|
Forecast of obtaining a new concessions, permits and business licenses which constitute the basis for the Company's continued operations and the Company's expectations regarding the holding of the operating assets until the end of their useful lives
|
Impact on the value of the operation, depreciation periods and residual values of related assets.
|
See Note 3 – Material Accounting Policies and Note 18 -Concessions.
|
|
Recoverable amount of a cash generating unit, among other things, containing goodwill
|
Expected cash-flow forecasts including estimates of mineral reserves, discount rate, market risk and the forecasted growth rate.
|
Change in impairment valuation.
|
See Note 12 - Impairment Testing.
|
|
Probability assessment of contingent and environmental liabilities including cost of waste removal/ restoration
|
Whether it is more likely than not that an outflow of economic resources will be required in respect of potential liabilities under the environmental protection laws and legal claims pending against ICL and the estimation of their amounts. The waste removal/ restoration obligations depend on the reliability of the estimates of future removal costs and interpretation of regulations.
|
A change in the Company's estimated provisions for a claim and/or environmental liability, including waste removal and restoration.
|
See Note 18 - Contingent Liabilities.
|
ICL Group Limited Consolidated Financial Statements 10
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 3 - Material Accounting Policies
The accounting policies in accordance with IFRS are consistently applied by ICL companies for all the periods presented in these consolidated financial statements.
| A. |
Basis for Consolidation
|
1. Business combinations
ICL implements the acquisition method to all business combinations. The acquisition date is the date on which the acquirer obtains control over the acquiree. Control exists when ICL is exposed or has rights to variable returns from its involvement with the acquiree and it could affect those returns through its power over the acquiree. Substantive rights held by ICL and others are considered when assessing control.
| 1. |
Subsidiaries
|
Subsidiaries are entities controlled by ICL. The financial statements of the subsidiaries are included in the consolidated financial statements from the date control commenced until the date control ceases to exist. The financial statements of subsidiaries have been changed when necessary to align them with ICL's accounting policies. All intercompany balances and transactions have been eliminated in consolidation.
| 2. |
Non-controlling interests
|
Non-controlling interests are measured at the date of the business combination at either fair value, or at their proportionate interest in the identifiable assets and liabilities of the acquiree, on a transaction-by-transaction basis.
| B. |
Foreign Currency
|
The Company’s reporting currency is the USD; however, for most operations located in Europe, South America and Asia, the functional currency is the local currency.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments from acquisition, are translated to USD at exchange rates at the reporting date. The income and expenses of foreign operations are translated to USD at exchange rates at the dates of the transactions. Foreign currency differences are recognized in other comprehensive income and are presented in equity in the foreign currency translation reserve (hereinafter –Translation Reserve) until the foreign entity is sold or liquidated. When a foreign operation is disposed of, the cumulative amount in the Translation Reserve is reclassified to profit or loss as a part of the capital gain or loss on disposal.
When the foreign operation is a non-wholly owned subsidiary of the Company, then the relevant proportionate share of the foreign operation translation difference is allocated to the non-controlling interests.
Generally, foreign currency differences from a monetary item receivable from or payable to a foreign operation, including foreign operations that are subsidiaries, are recognized in profit or loss in the consolidated financial statements. Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognized in other comprehensive income and are presented within equity in the Translation Reserve.
ICL Group Limited Consolidated Financial Statements 11
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 3 - Material Accounting Policies (cont'd)
| C. |
Financial Instruments
|
| 1. |
Non-derivative financial assets
|
ICL initially recognizes trade receivables and debt instruments issued on the date that they are originated and for all other financial assets at the trade date in which ICL becomes a party to the contractual provisions of the instrument. A financial asset is initially measured at fair value plus direct transaction costs and is classified according to ICL’s business model.
ICL has balances of trade and other receivables and deposits that are held within a business model whose objective is collecting contractual cash flows, which represent solely payments of principal and interest (for the time value and the credit risk). Accordingly, these financial assets are measured at amortized cost using an effective interest method.
Derecognition of financial assets occurs when the contractual rights of ICL to the cash flows from the asset expires, or when ICL transfers the rights to receive the contractual cash flows and substantially all the risks and rewards of ownership of the financial asset. When ICL retains substantially all the said risks and rewards, it continues to recognize the financial asset.
| 2. |
Non-derivative financial liabilities
|
Non-derivative financial liabilities include bank overdrafts, loans and borrowings from banks and others, marketable debt instruments, lease liabilities, and trade and other payables.
ICL initially recognizes debt securities issued on the date that they originated. All other financial liabilities are recognized initially on the trade date at which ICL becomes a party to the contractual provisions of the instrument. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method. Derecognition of the financial liabilities occurs when the obligation of ICL, as specified in the agreement, expires or when it is discharged or cancelled.
Change in terms of debt instruments:
A substantial modification of the terms of an existing financial liability or part of it and an exchange of debt instruments having substantially different terms, between an existing borrower and lender is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability at fair value.
In a non-substantial modification of terms (or exchange) of debt instruments, the new cash flows are discounted using the original effective interest rate, and the difference between the present value of the new financial liability and the present value of the original financial liability is recognized in profit or loss. For further information regarding ICL new RCF, see Note 13.
ICL Group Limited Consolidated Financial Statements 12
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 3 - Material Accounting Policies (cont'd)
| C. |
Financial Instruments (cont'd)
|
| 3. |
Derivative financial instruments
|
ICL holds derivative financial instruments to reduce exposure to foreign currency risks, commodity price risks, energy, marine transportation prices and interest. Derivatives are recognized according to fair value and the changes in value are recorded in the statement of income as financing income or expense, except for derivatives used to hedge cash flows (accounting hedging). The attributable transaction costs are recorded in the statement of income as incurred.
Cash flow hedges:
Changes in the fair value of derivatives used to hedge cash flows, in accordance with the effective portion of the hedge, are recorded through other comprehensive income directly in a hedging reserve. With respect to the non‑effective portion, changes in the fair value are recognized in the statement of income. The amount accumulated in the capital reserve is reclassified and included in the statement of income in the same period as the hedged cash flows affected profit or loss under the same line item in the statement of income as the hedged item.
| 4. |
CPI-linked assets and liabilities not measured at fair value
|
The value of index-linked financial assets and liabilities, which are not measured at fair value, is re‑measured every period in accordance with the actual increase/ decrease in the CPI.
| 5. |
Share capital
|
Incremental costs directly attributable to the issue of ordinary shares and share options are recognized as a deduction from equity, net of any tax effects.
Treasury shares - when shares recognized as equity are repurchased by ICL, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus on the transaction is carried to share premium, whereas a deficit on the transaction is deducted from retained earnings.
| D. |
Property, plant and equipment
|
| 1. |
Recognition and measurement
|
Property, plant and equipment in the consolidated statements are presented at cost less accumulated depreciation and provision for impairment. The cost includes expenses that can be directly attributed to the acquisition of the asset, including material maintenance expenditures. The cost of assets that were self-constructed includes the cost of the materials and direct labor, as well as any additional costs that are directly attributable to bringing the asset to the required position and condition so that it will be able to function as management intended, as well as an estimate of the costs to dismantle, remove and restore, where there is an obligation for such, and capitalized borrowing costs.
ICL Group Limited Consolidated Financial Statements 13
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 3 - Material Accounting Policies (cont'd)
| D. |
Property, plant and equipment (cont'd)
|
| 2. |
Subsequent Costs (after initial recognition)
|
The cost of replacing part of an item of property, plant and equipment and other subsequent costs is recognized as part of the book value of the item, if it is expected that the future economic benefit inherent therein will flow to ICL and that its cost can be reliably measured. The book value of the part that was replaced is derecognized. Routine maintenance costs are charged to the statement of income as incurred.
| 3. |
Depreciation
|
Depreciation is recorded in the statement of income according to the straight-line method over the estimated useful life of each significant component of the property, plant and equipment items, including material maintenance expenditures. since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Owned land is not depreciated.
The estimated useful life is as follows:
|
In Years
|
|
|
Buildings
|
|
|
Technical equipment and machinery (1)
|
|
|
Dikes and evaporating ponds (2)
|
|
|
Other
|
|
(1) Mainly 35 years
(2) Mainly 43 years
The Company reviews, at least at the end of every reporting year, the estimates regarding the depreciation method, useful lives and the residual value, and adjusts them if appropriate. Over the years, the Company has succeeded in extending the useful lives of part of property, plant and equipment items beyond the original estimated useful life, as a result of investments therein, adoption of new technologies, implementation of operational excellence processes and other current, ongoing maintenance thereof.
| E. |
Intangible Assets
|
Intangible assets with a defined useful life, are measured according to cost less accumulated amortization and accumulated losses from impairment. Intangible assets with indefinite useful lives are measured according to cost less accumulated losses from impairment.
| 1. |
Goodwill
|
Goodwill recorded consequent to the acquisition of subsidiaries is presented at cost less accumulated impairment charges, under intangible assets.
ICL Group Limited Consolidated Financial Statements 14
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 3 - Material Accounting Policies (cont'd)
| E. |
Intangible Assets (cont'd)
|
| 2. |
Research and development
|
Expenditures for research activities are expensed as incurred. Development expenditures are recognized as intangible assets only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and ICL has the intention and sufficient resources to complete development and to use or sell the assets.
| 3. |
Amortization
|
Amortization is recorded in the statement of income according to the straight-line method from the date the assets are available for use, over the estimated useful economic life of the intangible assets, except for customer relationships and geological surveys, which are amortized according to the rate of consumption of the economic benefits expected from the asset based on cash flow forecasts.
Goodwill and intangible assets having an indefinite lifespan are not amortized on a systematic basis but, rather, are examined at least once a year for impairment in value. Internally generated intangible assets are not systematically amortized as long as they are not available for use, i.e., they are not yet on site or in working condition for their intended use. Accordingly, these intangible assets, such as development costs, are tested for impairment at least once a year, until such date as they are available for use.
The estimated useful life is as follows:
|
In Years
|
|
|
Concessions and mining rights – over the remaining duration of the rights granted
|
|
|
Trademarks
|
|
|
Technology / patents
|
|
|
Customer relationships
|
|
|
Computer applications
|
|
ICL periodically examines the estimated useful life of an intangible asset that is not amortized, at least once a year, in order to determine if events and circumstances continue to support the determination that the intangible asset has an indefinite life.
Deferred expenses in respect of geological surveys are amortized over their useful life based on a geological estimate of the amount of the material that will be produced from the mining site.
The estimates regarding the amortization method and useful life are reviewed, at a minimum, at the end of every reporting year and are adjusted where necessary. ICL assesses the useful life of customer relationships on an ongoing basis, based on an analysis of all the relevant factors and evidence, considering the experience the Company has with respect to recurring orders and churn rates and considering the future economic benefits expected to flow to the Company from these customer relationships.
ICL Group Limited Consolidated Financial Statements 15
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 3 - Material Accounting Policies (cont'd)
| F. |
Inventories
|
Inventories are measured at the lower cost or net realizable value. The cost of the inventories includes the costs of purchasing the inventories and bringing them to their present location and condition. In the case of work in process and finished goods, the cost includes the proportionate part of the manufacturing overhead based on normal capacity. Net realizable value is the estimated selling price in the ordinary course of business, after deduction of the estimated cost of completion and the estimated costs required to execute the sale.
The cost of the inventories of raw and auxiliary materials, maintenance materials, finished goods and goods in process, is determined mainly according to the “moving average” method.
If the benefit from stripping costs (costs of removing waste produced as part of a mine's mining activities during its production stage) is attributable to inventories, the Company accounts for these stripping costs as inventories. In a case where the benefit is improved access to the quarry, the Company recognizes the costs as a non‑current addition to the asset, provided the criteria presented in IFRIC 20 are met. Inventories which are expected to be sold in a period of more than 12 months from the reporting date are presented as non-current inventories, as part of non-current assets.
| G. |
Impairment
|
| 1. |
Non-derivative financial assets
|
Provision for expected credit losses in respect of a financial asset at amortized cost, including trade receivables, is measured at an amount equal to the full lifetime of expected credit losses. Expected credit losses are a probability-weighted estimate of credit losses. With respect to other debt instruments, provision for expected credit losses is measured at an amount equal to 12-month expected credit losses, unless their credit risk has increased significantly since initial recognition. Provision for such losses in respect of a financial asset at amortized cost, is presented net of the gross book value of the asset.
| 2. |
Non-financial assets
|
In each reporting period, an examination is conducted with respect to whether there are impairment-indicators relating to the value of ICL’s non-financial assets, other than inventories and deferred tax assets. If such indicators exist, the estimated recoverable amount of the asset is calculated. ICL conducts an annual examination, on the same date, of the recoverable amount of goodwill and intangible assets with indefinite useful lives or those that are not available for use – or more frequently if there are indications of impairment. For further information, see Note 12.
The recoverable amount of an asset or a cash-generating unit is the higher of its value in use or the fair value less cost of disposal. When determining the value in use, ICL discounts the anticipated future cash flows according to an after-tax discount rate that reflects the evaluations of the market's participants regarding the time value of money and the specific risks relating to the asset or to the cash-generating unit, in respect of which the future cash flows expected to derive from the asset or the cash-generating unit were not adjusted.
Assets of the Company's headquarters and administrative facilities do not produce separate cash flows and they serve more than one cash-generating unit. Such assets are allocated to cash-generating units on a reasonable and consistent basis and are examined for impairment as part of the examination of impairment of the cash-generating units to which they are allocated.
ICL Group Limited Consolidated Financial Statements 16
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 3 - Material Accounting Policies (cont'd)
| H. |
Employee Benefits
|
ICL has several post-employment benefit plans. The plans are funded partly by deposits with insurance companies, financial institutions or funds managed by a trustee. The plans are classified as defined contribution plans and as defined benefit plans. For further information, see Note 16.
| 1. |
Defined contribution plans
|
A post-employment benefit plan under which ICL pays fixed contributions to a separate entity and has no legal or constructive obligation to pay further amounts.
ICL’s obligation to deposit in a defined contribution plan is recorded as an expense in the statement of income in the periods in which the employees provided the services.
Retirement benefit plans that are not defined contribution plans:
ICL’s net obligation is calculated for each plan separately, by estimating the future amount of the benefit to which an employee will be entitled as compensation for services in the current and past periods. The benefit is presented at present value after deducting the fair value of the plan's assets.
| 2. |
Defined benefit plans
|
The movement in the net liability in respect of a defined benefit plan that is recognized in every accounting period in the statement of income is comprised of the following: (1) Current service costs; (2) The net financing income (expense); (3) Exchange rate differences; (4) Past service costs and plan reduction.
The difference, as of the date of the report, between the net liability at the beginning of the year plus the movement in the net liability as detailed above, and the actuarial liability less the fair value of the fund assets at the end of the year, reflects the balance of the actuarial income or expenses recognized in other comprehensive income and is recorded in retained earnings.
| 3. |
Early Retirement Payments
|
Early retirement payments are recognized as an expense and as a liability when ICL has clearly undertaken to pay it, without any reasonable chance of cancellation, in respect of termination of employees, before they reach the customary age of retirement according to a formal, detailed plan. The benefits provided to employees upon voluntary retirement are charged when ICL proposes the plan to the employees, it is expected that the proposal will be accepted, and it is possible to reliably estimate the number of employees that will accept the proposal.
| 4. |
Short‑term benefits
|
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided or upon the actual absence of the employee when the benefit is not accumulated (such as maternity leave).
ICL Group Limited Consolidated Financial Statements 17
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 3 - Material Accounting Policies (cont'd)
| H. |
Employee Benefits (cont'd)
|
| 5. |
Share-based compensation
|
The fair value on the grant date of share-based compensation awards granted to employees is recognized as a salary expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognized as an expense in respect of share-based compensation awards that are conditional upon meeting vesting conditions that are service conditions and non-market performance conditions, is adjusted to reflect the number of awards that are expected to vest.
| I. |
Provisions
|
A provision is recognized when ICL has a present legal or implied obligation, as the result of an event that occurred in the past, that can be reliably estimated, and when it is expected that an outflow of economic benefits will be required in order to settle the obligation. In cases where it is not possible to estimate the outcome of a potential liability, no provision is recorded in the financial statements.
| 1. |
Provision for environmental costs
|
ICL recognizes a provision for an existing obligation for prevention of environmental pollution and anticipated provisions for costs relating to environmental restoration stemming from past activities.
Costs for preventing environmental pollution increase the life expectancy or efficiency of a facility are capitalized to the cost of the property, plant and equipment and are depreciated according to the usual depreciation rates used by ICL.
| 2. |
Site restoration
|
A provision for reclamation and restoration of ICL's sites is recognized when the Company has a legal obligation which could arise, among others, from environmental regulations.
| 3. |
Legal claims
|
A provision for legal claims is recognized when ICL has a present legal or constructive obligation as a result of an event that occurred in the past, if it is more likely than not that an outflow of economic resources will be required to settle the obligation and it can be reliably estimated.
| J. |
Revenue Recognition
|
| 1. |
Identifying a contract
|
ICL accounts for a contract with a customer only when the following conditions are met: (a) The parties to the contract have approved the contract and they are committed to satisfying the obligations attributable to them; (b) ICL can identify the rights of each party in relation to the goods that will be transferred; (c) ICL can identify the payment terms for the goods that will be transferred; (d) The contract has a commercial substance (i.e. the risk, timing and amount of the entity’s future cash flows are expected to change as a result of the contract); and (e) It is probable that the consideration, to which ICL is entitled to in exchange for the goods transferred to the customer, will be collected.
ICL Group Limited Consolidated Financial Statements 18
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 3 - Material Accounting Policies (cont'd)
| J. |
Revenue Recognition (cont'd)
|
| 1. |
Identifying a contract (cont'd)
|
For the purpose of clause (e) above, ICL takes into consideration its past experience with the customer, the customer's financial stability information, the status and existence of sufficient collateral and the percentage of advances received.
| 2. |
Identifying performance obligations
|
ICL is a global specialty minerals and chemicals company engaged in the sale of various goods produced in its different segments of operation. ICL's contracts primarily derived from a single performance obligation to deliver the product specified in the contract. For additional information about the Company's products, see note 5 – Operating Segments.
| 3. |
Determining the transaction price
|
ICL's transaction price is the amount of consideration specified in the contract with the customer, which it expects to be entitled in exchange for the goods promised to the customer, other than amounts collected for third parties. The variable considerations at ICL, which are mainly trade discounts, commercial returns and volume rebates, have no material impact on the Company's financial statements.
| 4. |
Satisfaction of performance obligation
|
Revenue is recognized at the point in time, when the Company transfers control over promised goods to the customer. The transfer of control over goods to a customer generally takes place upon shipment or when accepted by the customer, as provided for in the sales contract.
| 5. |
Payment terms
|
ICL has various payment terms which are aligned with the acceptable commercial conditions in the relevant markets. ICL's policy is to engage in agreements with payment terms not exceeding one year and applies the practical expedient to not separate a significant financing component where the difference between the time of receiving payment and the time of transferring the goods to the customer is one year or less.
| K. |
Government grants
|
Government grants are recognized initially at fair value when there is reasonable assurance that they will be received, and the Group will comply with the conditions associated with the grant. Unconditional government grants are recognized when the Group is entitled to receive them.
ICL Group Limited Consolidated Financial Statements 19
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 3 - Material Accounting Policies (cont'd)
| L. |
Leases
|
Determining whether an arrangement contains a lease
On the inception date of the lease, ICL determines whether the arrangement is a lease or contains a lease, while examining if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
For lease contracts that contain non-lease components, such as services or maintenance, that are related to a lease component, ICL accounts for the contract as a single lease component without separating the components.
ICL has elected to apply the practical expedient by which short-term leases of up to one year and/or leases in which the underlying asset has a low value, are recognized in profit or loss on a straight-line basis, over the lease term, without recognizing an asset and/or liability in the statement of financial position.
The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination option if it is reasonably certain that the lessee will or will not exercise the option, respectively.
Variable lease payments that depend on an index or a rate, are initially measured using the index or rate existing at the commencement of the lease and are included in the measurement of the lease liability. When the cash flows of future lease payments change as the result of a change in an index or a rate, the balance of the liability is adjusted against the right-of-use asset. Other variable lease payments that are not included in the measurement of the lease liability are recognized in profit or loss in the period in which the event or condition that triggers payment occurs.
| M. |
Financing Income and Expenses
|
Financing income includes income from interest on amounts invested, gains from derivative financial instruments recognized in the statement of income, foreign currency gains and financing income recorded in relation to employee benefits. Interest income is recognized as accrued, using the effective interest method.
Financing expenses include interest on loans received, securitization transaction costs, losses from derivative financial instruments, changes due to the passage of time in liabilities in respect of defined benefit plans for employees less interest income deriving from plan assets of a defined benefit plan for employees and losses from exchange rate differences.
Gains and losses from exchange rate differences and derivative financial instruments are reported on a net basis.
In the consolidated statements of cash flows, interest received is presented as cash flow from investing activities, and interest paid is presented as cash flow used in finance activities. Dividends paid are presented as part of cash flows from financing activity.
ICL Group Limited Consolidated Financial Statements 20
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 3 - Material Accounting Policies (cont'd)
| N. |
Taxes on Income
|
Taxes on income (including surplus profit levy on natural resources) contain current and deferred taxes, that are recognized in profit or loss, unless they relate to a business combination or are recognized directly in equity or in other comprehensive income when they relate to items recognized directly in equity or in other comprehensive income.
A provision for uncertain tax positions, including additional tax and interest expenses, is recognized when it is more likely than not that ICL will have to pay the obligation.
The Company does not recognize deferred taxes for the following temporary differences: initial recognition of goodwill and differences deriving from investments in subsidiaries, if it is not expected that they will reverse in the foreseeable future and if ICL controls the date the provision will reverse, whether via sale or distribution of a dividend. Deferred taxes in respect of intra-company transactions in the consolidated financial statements are recorded according to the tax rate applicable to the buying company.
Deferred tax assets are examined at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Current and deferred tax assets and liabilities are offset if there is a legally enforceable right and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle on a net basis.
ICL could become liable for additional taxes in the case of distribution of intercompany dividends between ICL's companies. These additional taxes are not included in the financial statements as ICL's companies decided not to cause distribution of a dividend that involves additional taxes to the paying company in the foreseeable future. In cases where an investee company is expected to distribute a dividend involving additional tax, the Company records a reserve for expected additional taxes.
| O. |
Amendments to standards and interpretations that have not yet been adopted
|
IFRS 18, presentation and disclosure in the financial statements
This standard replaces the international accounting standard IAS 1 Presentation of financial statements. In addition, income statement items will be classified into three defined categories: operating, investment and financing. The standard also includes a requirement to provide a separate disclosure in the financial statements regarding the use of management-defined performance measures ("non-GAAP" measures), and specific instructions were added for the grouping and splitting of items in the financial statements and in the notes. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with an option for early adoption. The Company is examining the effects of the Amendment on the financial statements with no plans for early adoption.
ICL Group Limited Consolidated Financial Statements 21
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 3 - Material Accounting Policies (cont'd)
| P. |
Reclassification
|
The Company made a number of insignificant adjustments to the classification of comparative figures in order to adjust them to the manner of classification in the current financial statements. The said reclassifications have no effect on the total profit (loss).
Note 4 - Determination of Fair Values
As part of the accounting policies and disclosures, ICL is required to determine the fair value of both financial and non-financial assets and liabilities. The fair values have been determined for measurement and/or disclosure purposes based on the methods described below. Further information about the assumptions made in determining the fair value is disclosed in the notes specific to that asset or liability.
| A. |
Investments in equity securities
|
The fair value of investments in equity instruments classified as fair value through other comprehensive income - investments in equity instruments and as fair value through profit and loss, is determined based on their market price at date of the report.
| B. |
Derivatives
|
The fair value of forward contracts in foreign currency is determined by averaging the exchange rate and the appropriate interest coefficient for the period of the transaction and the relevant currency index. The fair value of interest rate swap contracts is determined by discounting the estimated amount of the future cash flows based on the terms and length of period to maturity of each contract, while using market interest rates of similar instruments at the date of measurement. Future contracts on energy and marine shipping prices are presented at fair value based on quotes of the prices of products on an ongoing basis. The reasonableness of fair value is examined by comparing it to banks’ quotations.
| C. |
Liabilities in respect of debentures
|
The fair value of liabilities, including debentures, is determined for disclosure purposes only and is calculated based on the present value of future cash flows in respect of the principal and interest components, discounted at the market rate of interest as of the reporting date. The fair value of marketable debentures is determined based on the stock market prices as of the date of the report.
ICL Group Limited Consolidated Financial Statements 22
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 5 - Operating Segments
| A. |
General
|
| 1. |
Information on operating segments
|
ICL is a global specialty minerals company operating bromine, potash and phosphate mineral value chains in a unique, integrated business model. Our operations are organized under four segments: Industrial Products, Potash, Phosphate Solutions and Growing Solutions.
Industrial Products – The Industrial Products segment produces bromine derived from a solution that is a by‑product of the potash production process in Sodom, Israel, along with a range of bromine‑based compounds. Most of the bromine produced is used internally for the manufacture of bromine compounds at the segment's production facilities in Israel, the Netherlands and China. In addition, the Industrial Products segment produces several grades of salt, magnesium chloride and other specialty mineral products. Industrial Products is also engaged in the production and marketing of phosphorous‑based flame retardants and other phosphorus‑based specialty products.
Potash – The Potash segment produces and sells primarily potash, salt, magnesium, as well as electricity. Potash is produced in Israel and Spain using an evaporation process to extract potash from the Dead Sea in Israel, and from conventional mining of an underground mine in Spain. The segment also produces and sells pure magnesium and magnesium alloys, as well as chlorine and sylvinite. In addition, the segment sells salt products produced at its potash site in Spain. The Company operates a power plant in Sodom which supplies electricity to ICL companies in Israel (as well as surplus electricity to external customers) and steam to all facilities at the Sodom site.
Phosphate Solutions – The Phosphate Solutions segment is based on a phosphate value chain, utilizing commodity phosphate products – such as phosphate rock and fertilizer-grade phosphoric acid (“green phosphoric acid”) – to produce higher value‑added specialty products. The segment also produces and markets phosphate-based fertilizers. Phosphate rock is mined and processed from open-pit mines, with three located in Israel's Negev Desert and a fourth in Yunnan province, China. Sulphuric acid, green phosphoric acid and phosphate fertilizers are also produced in the facilities in Israel and China.
The Phosphate Solutions segment manufactures pure phosphoric acid by purifying green phosphoric acid. Pure phosphoric acid and green phosphoric acid are used to manufacture downstream products with high added value, such as phosphate salts and acids, for a wide range of food and industrial applications. Phosphate salts and acids are used in various industrial end markets such as oral care, cleaning products, paints and coatings, energy storage solutions, water treatment, asphalt modification, construction, metal treatment and more. The segment's products for the food industry include functional food ingredients and phosphate additives which provide texture and stability solutions for processed meat, meat alternatives, poultry, seafood, dairy products, beverages and baked goods. In addition, the segment supplies pure phosphoric acid to ICL’s specialty fertilizers business.
ICL Group Limited Consolidated Financial Statements 23
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 5 - Operating Segments (cont’d)
| A. |
General (cont’d)
|
| 1. |
Information on operating segments (cont'd)
|
Growing Solutions – The Growing Solutions segment aims to achieve global leadership in plant nutrition markets by enhancing its positions in its core markets of specialty agriculture, ornamental horticulture, turf and landscaping, targeting high-growth markets such as Brazil, India and China, by leveraging its unique R&D capabilities, substantial agronomic experience, global footprint, backward integration to potash, phosphate and polysulphate and chemistry know-how, as well as its ability to integrate and generate synergies from acquired businesses.
ICL is continuously working 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 and straights (MKP/MAP/PeKacid), FertilizerpluS, soil and foliar micronutrients, secondary nutrients, biostimulants, soil conditioners, seed treatment products, and adjuvants.
The Growing Solutions segment develops, manufactures, markets and sells its products globally, mainly in South America, Europe, Asia, North America and Israel. It produces water soluble specialty fertilizers in Belgium, Israel and Spain, organic, ornamental horticulture, turf and landscaping products in the UK and the Netherlands, liquid fertilizers in Israel, Spain and China, straights soluble fertilizers in China and Israel, controlled‑release fertilizers in the Netherlands, Brazil and the US, FertilizerpluS products in the UK, the Netherlands and Germany, as well as secondary nutrients, biostimulants, soil conditioners, seed treatment products, and adjuvants in Brazil.
Other Activities – Other business activities include, among other things, ICL’s innovative arm, promoting innovation, developing new products and services, as well as digital platforms and technological solutions for farmers and agronomists. This category includes Growers and Agmatix, innovative start-ups that are developing agricultural data processing and analysis capabilities for the future of agriculture. These activities are not presented as reportable segments as they do not meet the required quantitative thresholds.
| 2. |
Segment capital investments
|
Capital investments made by the segments for each of the reporting periods include mainly property, plant and equipment as well as intangible assets acquired in the ordinary course of business and as part of business combinations.
| 3. |
Inter–segment transfers and unallocated income (expenses)
|
Segment revenue, expenses and results include inter-segment transfers, which are based on transactions prices in the ordinary course of business. This is aligned with reports that are regularly reviewed by the Chief Operating Decision Maker. Inter-segment transfers are eliminated as part of the financial statements' consolidation process.
ICL Group Limited Consolidated Financial Statements 24
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 5 - Operating Segments (cont’d)
| A. |
General (cont’d)
|
| 3. |
Inter–segment transfers and unallocated income (expenses) (cont'd)
|
The Segment profit is measured based on the operating income, without the allocation of certain expenses to the operating segments, as presented in the reports regularly reviewed by the Chief Operating Decision Maker. This is the basis for analyzing segment results, since management believes that it is the most relevant measure for the assessment of such results.
ICL Group Limited Consolidated Financial Statements 25
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 5 - Operating Segments (cont’d)
| B. |
Operating segment data
|
|
Industrial Products
|
Potash
|
Phosphate Solutions
|
Growing Solutions
|
Other
Activities
|
Reconciliations
|
Consolidated
|
|
|
$ millions
|
|||||||
|
For the year ended December 31, 2025
|
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Sales to external parties
|
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Inter-segment sales
|
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(
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Total sales
|
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(
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Cost of sales
|
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(
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Segment operating income (loss)
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(
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(
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Other expenses not allocated to the segments
|
(
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||||||
|
Operating income
|
|
||||||
|
Financing expenses, net
|
(
|
||||||
|
Income before income taxes
|
|
||||||
|
Depreciation, amortization and impairment
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
Capital expenditures as part of business combination
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 26
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 5 - Operating Segments (cont’d)
| B. |
Operating segment data (cont'd)
|
|
Industrial Products
|
Potash
|
Phosphate Solutions
|
Growing Solutions
|
Other
Activities
|
Reconciliations
|
Consolidated
|
|
|
$ millions
|
|||||||
|
For the year ended December 31, 2024
|
|||||||
|
Sales to external parties
|
|
|
|
|
|
|
|
|
Inter-segment sales
|
|
|
|
|
|
(
|
|
|
Total sales
|
|
|
|
|
|
(
|
|
|
Cost of sales
|
|
|
|
|
|
(
|
|
|
Segment operating income (loss)
|
|
|
|
|
(
|
(
|
|
|
Other expenses not allocated to the segments
|
(
|
||||||
|
Operating income
|
|
||||||
|
Financing expenses, net
|
(
|
||||||
|
Share in earnings of equity-accounted investees
|
|
||||||
|
Income before income taxes
|
|
||||||
|
Depreciation, amortization and impairment
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
Capital expenditures as part of business combination
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 27
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 5 - Operating Segments (cont'd)
| B. |
Operating segment data (cont'd)
|
|
Industrial Products
|
Potash
|
Phosphate Solutions
|
Growing Solutions
|
Other
Activities
|
Reconciliations
|
Consolidated
|
|
|
$ millions
|
|||||||
|
For the year ended December 31, 2023
|
|||||||
|
Sales to external parties
|
|
|
|
|
|
|
|
|
Inter-segment sales
|
|
|
|
|
|
(
|
|
|
Total sales
|
|
|
|
|
|
(
|
|
|
Cost of sales
|
|
|
|
|
|
(
|
|
|
Segment operating income (loss)
|
|
|
|
|
(
|
(
|
|
|
Other expenses not allocated to the segments
|
(
|
||||||
|
Operating income
|
|
||||||
|
Financing expenses, net
|
(
|
||||||
|
Share in earnings of equity-accounted investees
|
|
||||||
|
Income before income taxes
|
|
||||||
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 28
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 5 - Operating Segments (cont'd)
| C. |
Information based on geographical location
|
The following table presents the distribution of ICL's sales by geographical location of the customer:
|
2025
|
2024
|
2023
|
||||
|
$
millions
|
% of
sales
|
$
millions
|
% of
sales
|
$
millions
|
% of
sales
|
|
|
Brazil
|
|
|
|
|
|
|
|
USA
|
|
|
|
|
|
|
|
China
|
|
|
|
|
|
|
|
United Kingdom
|
|
|
|
|
|
|
|
Spain
|
|
|
|
|
|
|
|
Israel
|
|
|
|
|
|
|
|
Germany
|
|
|
|
|
|
|
|
France
|
|
|
|
|
|
|
|
India
|
|
|
|
|
|
|
|
Italy
|
|
|
|
|
|
|
|
All other
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 29
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 5 - Operating Segments (cont'd)
| C. |
Information based on geographical location (cont'd)
|
The following table presents the distribution of the operating segments sales by geographical location of the customer:
|
Industrial Products
|
Potash
|
Phosphate Solutions
|
Growing Solutions
|
Other
Activities
|
Reconciliations
|
Consolidated
|
|
|
$ millions
|
|||||||
|
For the year ended December 31, 2025
|
|||||||
|
Europe
|
|
|
|
|
|
(
|
|
|
Asia
|
|
|
|
|
|
(
|
|
|
South America
|
|
|
|
|
|
(
|
|
|
North America
|
|
|
|
|
|
(
|
|
|
Rest of the world
|
|
|
|
|
|
(
|
|
|
Total
|
|
|
|
|
|
(
|
|
|
Industrial Products
|
Potash
|
Phosphate Solutions
|
Growing Solutions
|
Other
Activities
|
Reconciliations
|
Consolidated
|
|
|
$ millions
|
|||||||
|
For the year ended December 31, 2024
|
|||||||
|
Europe
|
|
|
|
|
|
(
|
|
|
Asia
|
|
|
|
|
|
(
|
|
|
South America
|
|
|
|
|
|
(
|
|
|
North America
|
|
|
|
|
|
(
|
|
|
Rest of the world
|
|
|
|
|
|
(
|
|
|
Total
|
|
|
|
|
|
(
|
|
ICL Group Limited Consolidated Financial Statements 30
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 5 - Operating Segments (cont'd)
| C. |
Information based on geographical location (cont'd)
|
The following table presents the distribution of the operating segments sales by geographical location of the customer: (cont'd)
|
Industrial Products
|
Potash
|
Phosphate Solutions
|
Growing Solutions
|
Other
Activities
|
Reconciliations
|
Consolidated
|
|
|
$ millions
|
|||||||
|
For the year ended December 31, 2023
|
|||||||
|
Europe
|
|
|
|
|
|
(
|
|
|
Asia
|
|
|
|
|
|
(
|
|
|
South America
|
|
|
|
|
|
(
|
|
|
North America
|
|
|
|
|
|
(
|
|
|
Rest of the world
|
|
|
|
|
|
(
|
|
|
Total
|
|
|
|
|
|
(
|
|
ICL Group Limited Consolidated Financial Statements 31
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 5 - Operating Segments (cont'd)
| C. |
Information based on geographical location (cont'd)
|
The following table presents the distribution of the Company’s sales by geographical location of the main facilities from which they were produced.
|
For the year ended December 31
|
|||
|
2025
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Israel
|
|
|
|
|
Europe
|
|
|
|
|
South America
|
|
|
|
|
North America
|
|
|
|
|
Asia
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Intercompany sales
|
(
|
(
|
(
|
|
Total
|
|
|
|
The following table presents operating income by geographical location of the assets from which it was produced:
|
For the year ended December 31
|
|||
|
2025
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Israel
|
|
|
|
|
Asia
|
|
|
|
|
South America
|
|
|
|
|
Europe
|
(
|
(
|
|
|
North America
|
(
|
(
|
|
|
Other
|
|
|
|
|
Intercompany eliminations
|
|
(
|
(
|
|
Total
|
|
|
|
ICL Group Limited Consolidated Financial Statements 32
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 5 - Operating Segments (cont'd)
| C. |
Information based on geographical location (cont'd)
|
The following table presents the non-current assets by geographical location of the assets (*)
|
As of December 31
|
||
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
|
Israel
|
|
|
|
Europe
|
|
|
|
North America
|
|
|
|
Asia
|
|
|
|
South America
|
|
|
|
Other
|
|
|
|
Total
|
|
|
(*) Mainly consist of property, plant and equipment, intangible assets and non-current inventories.
Note 6 – Inventories
|
As of December 31
|
||
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
|
Finished products
|
|
|
|
Raw materials
|
|
|
|
Spare parts
|
|
|
|
Work in progress
|
|
|
|
Total inventories
|
|
|
|
Of which:
|
||
|
Non-current inventories - mainly raw materials (presented as non-current assets)
|
|
|
|
Current inventories
|
|
|
Note 7 - Prepaid expenses and other receivables
|
As of December 31
|
||
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
|
Government institutions
|
|
|
|
Current tax assets
|
|
|
|
Prepaid expenses
|
|
|
|
Derivative instruments
|
|
|
|
Receivables from equity-accounted investees sale
|
|
|
|
Other
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 33
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 8 - Investments in Subsidiaries
| A. |
Non-controlling interests in subsidiaries
|
The following tables present information with respect to non-controlling interests in a subsidiary, YPH (at the rate of 50 %), before elimination of inter-company transactions. The information includes fair value adjustments that were made on the acquisition date, other than goodwill and presented without adjustments for the ownership rates held by the Company.
|
As of December 31
|
||
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
|
Current assets
|
|
|
|
Non-current assets
|
|
|
|
Current liabilities
|
(
|
(
|
|
Non-current liabilities
|
(
|
(
|
|
Equity
|
(
|
(
|
|
For the year ended December 31
|
|||
|
2025
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Sales
|
|
|
|
|
Operating Income
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
Operating income before depreciation and amortization
|
|
|
|
|
Net Income
|
|
|
|
|
Total Comprehensive income
|
|
|
|
| B. |
Business Acquisition and Divestiture
|
| 1. |
In January 2026, the Company acquired
|
Since the Company's holds a substantive call option to acquire the remaining shares of Bartek and has the practical ability to exercise it at any time from the initial closing date, Bartek will be consolidated in ICL's financial statements.
ICL Group Limited Consolidated Financial Statements 34
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 9 – Other non-current assets
|
As of December 31
|
||
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
|
Surplus in employees' defined benefit plans (1)
|
|
|
|
Non-current inventories
|
|
|
|
Derivative designated as a cash flow hedge
|
|
|
|
Long term deposits
|
|
|
|
Receivables from equity-accounted investees sale
|
|
|
|
Investments in equity-accounted investees
|
|
|
|
Other
|
|
|
|
|
|
| (1) |
See Note 16.
|
ICL Group Limited Consolidated Financial Statements 35
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 10 - Property, Plant and Equipment
| A. |
Composition
|
|
Land and buildings
|
Technical equipment and machinery
|
Dikes and evaporating ponds (3)
|
Plants under construction (1)
|
Other
|
Right of use
asset (2)
|
Total
|
|
|
$ millions
|
|||||||
|
Cost
|
|||||||
|
Balance as of January 1, 2025
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
Disposals
|
(
|
(
|
(
|
|
(
|
(
|
(
|
|
Translation differences
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2025
|
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|||||||
|
Balance as of January 1, 2025
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
Impairment
|
|
|
|
|
|
|
|
|
Disposals
|
(
|
(
|
(
|
|
(
|
(
|
(
|
|
Translation differences
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2025
|
|
|
|
|
|
|
|
|
Depreciated balance as of December 31, 2025
|
|
|
|
|
|
|
|
| (1) |
The additions are presented net of items whose construction has been completed and therefore have been reclassified to other categories in “property, plant and equipment”.
|
| (2) |
The total additions were recorded against lease liabilities under IFRS 16.
|
| (3) |
Depreciation expenses allocation in the amount of $
|
ICL Group Limited Consolidated Financial Statements 36
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 10 - Property, Plant and Equipment (cont’d)
| A. |
Composition (cont'd)
|
|
Land and buildings
|
Technical equipment and machinery
|
Dikes and evaporating ponds (3)
|
Plants under construction (1)
|
Other
|
Right of use asset (2)
|
Total
|
|
|
$ millions
|
|||||||
|
Cost
|
|||||||
|
Balance as of January 1, 2024
|
|
|
|
|
|
|
|
|
Additions in respect of business combinations
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
Disposals
|
(
|
(
|
(
|
|
(
|
(
|
(
|
|
Translation differences
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
|
Balance as of December 31, 2024
|
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|||||||
|
Balance as of January 1, 2024
|
|
|
|
|
|
|
|
|
Additions in respect of business combinations
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
Impairment
|
|
|
|
|
|
|
|
|
Disposals
|
(
|
(
|
(
|
|
(
|
(
|
(
|
|
Translation differences
|
(
|
(
|
(
|
|
(
|
(
|
(
|
|
Balance as of December 31, 2024
|
|
|
|
|
|
|
|
|
Depreciated balance as of December 31, 2024
|
|
|
|
|
|
|
|
| (1) |
The additions are presented net of items for which construction has been completed and, accordingly, were reclassified to other categories in the “property, plant and equipment” section.
|
| (2) |
The total additions were recorded against lease liabilities (IFRS 16).
|
| (3) |
Depreciation expenses allocation in the amount of $
|
ICL Group Limited Consolidated Financial Statements 37
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 11 - Intangible Assets
| A. |
Composition
|
|
Goodwill
|
Concessions and mining rights
|
Trademarks
|
Technology / patents
|
Customer relationships
|
Computer
application
|
Others
|
Total
|
|
|
$ millions
|
||||||||
|
Cost
|
||||||||
|
Balance as of January 1, 2025
|
|
|
|
|
|
|
|
|
|
Additions in respect of business combinations
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
|
Reallocations (1)
|
(
|
|
|
|
|
|
|
|
|
Disposals
|
|
(
|
|
|
|
(
|
|
(
|
|
Translation differences
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2025
|
|
|
|
|
|
|
|
|
|
Amortization
|
||||||||
|
Balance as of January 1, 2025
|
|
|
|
|
|
|
|
|
|
Amortization for the year
|
|
|
|
|
|
|
|
|
|
Translation differences
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2025
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Amortized Balance as of December 31 ,2025
|
|
|
|
|
|
|
|
|
| (1) |
Reallocation of $
|
ICL Group Limited Consolidated Financial Statements 38
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 11 - Intangible Assets (cont'd)
| A. |
Composition (cont’d)
|
|
Goodwill
|
Concessions and mining rights
|
Trademarks
|
Technology / patents
|
Customer relationships
|
Computer
application
|
Others
|
Total
|
|
|
$ millions
|
||||||||
|
Cost
|
||||||||
|
Balance as of January 1, 2024
|
|
|
|
|
|
|
|
|
|
Additions in respect of business combinations
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
|
Disposals
|
|
|
|
|
|
(
|
(
|
(
|
|
Translation differences
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
|
Balance as of December 31, 2024
|
|
|
|
|
|
|
|
|
|
Amortization
|
||||||||
|
Balance as of January 1, 2024
|
|
|
|
|
|
|
|
|
|
Amortization for the year
|
|
|
|
|
|
|
|
|
|
Retirements
|
|
|
|
|
|
(
|
(
|
(
|
|
Translation differences
|
(
|
|
(
|
(
|
(
|
(
|
(
|
(
|
|
Balance as of December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Amortized Balance as of December 31, 2024
|
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 39
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 11 - Intangible Assets (cont'd)
| B. |
Total book value of intangible assets having defined useful lives and those having indefinite useful lives are as follows:
|
|
As of December 31
|
||
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
|
Intangible assets having a defined useful life
|
|
|
|
Intangible assets having an indefinite useful life
|
|
|
|
|
|
Note 12 - Impairment Testing
| A. |
Impairment testing for intangible assets with an indefinite useful life
|
Goodwill and intangible assets with an indefinite lifespan are not amortized on a systematic basis but, rather, are examined at least once a year for impairment.
The goodwill is not monitored for internal reporting purposes and, accordingly, it is allocated to the Company’s operating segments. The impairment test of the carrying amount of goodwill is conducted accordingly.
For impairment testing purposes, the trademarks with indefinite useful life were allocated to the cash-generating units, which represent the lowest level within the Company.
The carrying amounts of intangible assets with an indefinite useful life are as follows:
|
As of December 31
|
||
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
|
Goodwill
|
||
|
Phosphate Solutions
|
|
|
|
Industrial Products
|
|
|
|
Growing Solutions
|
|
|
|
Potash
|
|
|
|
Other
|
|
|
|
|
|
|
|
Trademarks
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 40
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 12 - Impairment Testing (cont’d)
| A. |
Impairment testing for intangible assets with an indefinite useful life (cont’d)
|
In the third quarter of 2025, the Company conducted its annual impairment test of goodwill and did not identify any impairment. The recoverable amount of the operating segments was determined based on their value in use, which is based on an internal valuation of the discounted future cash flows generated from the continuing operations of the operating segments.
In connection with the agreement signed with the State of Israel and the agreed consideration for the concession assets, as detailed in Note 18(1) below, the Company evaluated a downside scenario as part of its impairment analysis for the relevant Israeli operations. This scenario assumes continued operations until the end of the current concession period (March 2030), at which point the Company is expected to receive the agreed consideration for the concession assets. Although the Company currently considers this scenario to be less likely, no impairment was identified under this scenario.
The future cash flow of each operating segment was based on the segment approved five-year plan, which includes segment estimations for revenues, operating income and other factors, such as working capital and capital expenditures. The segments' projections were based, among others, on the assumed sales volume growth rates according to long-term expectations, internal selling prices and raw materials prices based on external data sources, when applicable and relevant.
The key assumptions used to calculate the operating segments' recoverable amounts are a nominal after‑tax discount rate of 9.6 % or 8.9 % based on the expected duration of the operation and a long‑term growth rate of 2.5 %, reflecting the industries and markets in which the Company is engaged.
| B. |
Impairment testing for Property, Plant and Equipment
|
| 1. |
As part of the Company's comprehensive strategic review of its operations, and its efforts to focus its activities on strategic growth drivers and to optimize its core businesses, on November 11, 2025, the Company decided to discontinue its operations in the United States related to the establishment of a lithium iron phosphate (“LFP”) cathode active material production facility. In addition, in a joint decision with Shenzhen Dynanonic, the parties agreed to terminate the joint venture for the establishment of a similar facility in Spain.
|
This decision follows the US Department of Energy’s (DOE) announcement on October 9, 2025, regarding the cancellation of funding for the US project in St. Louis, as well as the absence of funding from the European Union for the planned LFP cathode active material production facility in Spain. The lack of such funding, combined with evolving global trends in the electric vehicle market indicating lower-than-expected demand, and regulatory changes in key markets such as the US and China, significantly impacted the projects’ economic feasibility. These factors, along with the high capital investments and substantial operating costs required, led to the decision to cease both projects.
As a result, the Company recognized a write-off of assets in the amount of about $40 million (net of tax), which was recorded under other expenses in the Consolidated Statement of Income.
ICL Group Limited Consolidated Financial Statements 41
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 12 - Impairment Testing (cont’d)
| B. |
Impairment testing for Property, Plant and Equipment (cont'd)
|
| 2. |
Following the Company’s comprehensive strategic review, including its assessment of future investments in low-synergy activities, and in light of challenges in product development and updated expectations regarding the timing and extent of market penetration for polyhalite, the Company performed an impairment assessment of its consolidated subsidiary Boulby, which conducts the polyhalite operations.
In estimating the recoverable amount as part of the impairment assessment, the Company applied the value‑in‑use methodology, which was calculated as the present value of the updated future cash flows expected to be generated from the polyhalite operations. Management engaged an independent third party to review and validate the underlying assumptions. |
The future cash flow was based on the Company’s forecasts of market penetration, which includes assumptions related to forecasted revenues, production and selling costs and required capital expenditures, including whether additional investment in the mining zone will be executed.
The recoverable amount was calculated using a nominal after tax discount rate of 11 % and a long-term growth rate of 2 %, which reflect the risks specific to the industry and markets in which the operations are conducted.
Based on the impairment assessment results, the Company recognized an impairment loss of $50 million related to Boulby's property, plant and equipment, which was recorded under other expenses in the Consolidated Statement of Income.
ICL Group Limited Consolidated Financial Statements 42
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 13 - Credit from Banks and Others
| A. |
Composition
|
|
As of December 31
|
||
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
|
Short-term debt
|
||
|
From financial institutions (1)
|
|
|
|
Current maturities of:
|
||
|
Debentures
|
|
|
|
Long-term loans from financial institutions
|
|
|
|
Lease Liability
|
|
|
|
|
|
|
|
Total Short-Term debt
|
|
|
|
Long- term debt and debentures
|
||
|
Long-term lease liability
|
|
|
|
Loans from financial institutions
|
|
|
|
|
|
|
|
Marketable debentures
|
|
|
|
Non-marketable debentures
|
|
|
|
|
|
|
|
|
|
|
|
Less – current maturities of:
|
||
|
Debentures
|
|
|
|
Long-term loans from financial institutions
|
|
|
|
Lease liability
|
|
|
|
|
|
|
|
Total Long- term debt and debentures
|
|
|
| (1) |
Including $
|
| (2) |
For further information, see Note 21.
|
ICL Group Limited Consolidated Financial Statements 43
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 13 - Credit from Banks and Others (cont’d)
| B. |
Yearly movement in Credit from Banks and Others (*)
|
|
As of December 31
|
||
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
|
Balance as of January 1
|
|
|
|
Changes from financing cash flows
|
||
|
Receipt of long-term debts
|
|
|
|
Repayment of long-term debt
|
(
|
(
|
|
Receipts (repayments) of short-term debt, net
|
|
(
|
|
Interest paid
|
(
|
(
|
|
Repayment from transaction in derivatives, net
|
(
|
(
|
|
Total net financing cash flows
|
|
(
|
|
Initial recognition of lease liability
|
|
|
|
Interest expenses
|
|
|
|
Effect of changes in foreign exchange rates
|
|
(
|
|
Change in fair value of derivatives
|
(
|
|
|
Other changes
|
(
|
(
|
|
Balance as of December 31
|
|
|
(*) The balance includes Short-term debt, loans and debentures, derivatives on loans and debentures, and interest payables.
ICL Group Limited Consolidated Financial Statements 44
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 13 - Credit from Banks and Others (cont'd)
| C. |
Sale of receivables under securitization transaction
|
In December 2025, the Company and certain subsidiaries (hereinafter – the Subsidiaries) signed a series of agreements regarding a securitization transaction with four international banks (hereinafter – the Lending Banks) for the sale of their trade receivables to a special company which was established specifically for this purpose (hereinafter – the Acquiring Company).
The new securitization agreements were signed with a committed amount of $350 million and an additional uncommitted amount of $100 million, maturing in December 2030 (hereinafter – the Agreements). The Agreements replaced the prior securitization agreements, which expired in December 2025, and includes slightly improved terms compared to the previous agreement.
The Company's policy is to utilize the securitization limit based on its cash flow needs, alternative financing sources and market conditions. According to the Agreements, the Company undertook to comply with a financial covenant according to which the ratio of net debt to EBITDA will not exceed 4.75 . If the Company fails to meet this ratio, the Acquiring Company can discontinue acquiring new trade receivables (without affecting existing acquisitions). As of the reporting date, the Company complies with the financial covenant, as described in 13(F) below.
The Acquiring Company finances acquisition of the debts through a loan received from a financial institution unrelated to the Company. The Subsidiaries are entitled to sell their trade receivables to the Acquiring Company during a period of five years from the closing date of the transaction, with both parties having the option to notify for the transaction's cancellation, at the end of each year. Once the Company has transferred its trade receivables, it no longer has the right to sell them to another party. The selling price of the trade receivables is the amount of the debt sold, less the calculated interest cost based on the expected period between the sale date of the customer debt and its repayment date. Upon acquisition of the debt, the Acquiring Company pays part of the debt price in cash and the remainder in a subordinated note, which is paid after collection of the debt sold. The rate of the cash consideration varies depending on the composition and behavior of the customer portfolio. The Subsidiaries continue to handle the collection of the trade receivables included in the securitization transaction, on behalf of the Acquiring Company.
In addition, the Agreements set several conditions regarding the quality of the customer portfolios, which give the Lending Banks the option of terminating the undertaking or excluding the subsidiaries whose customer portfolios do not meet the conditions set forth in the Agreements.
The trade receivables are fully presented in the Company's statements of financial position and the receipts received from the Acquiring Company are presented as financial liability under short-term credit. As of December 31, 2025, utilization of the securitization facility within this framework amounted to $325 million (December 31, 2024 - $176 million). The securitization balance consists of the four currencies USD (53.8%), EUR (32.5%), ILS (10%) and GBP (3.7%).
ICL Group Limited Consolidated Financial Statements 45
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 13 - Credit from Banks and Others (cont'd)
| D. |
Information on material loans and debentures outstanding as of December 31, 2025(7):
|
|
Instrument type
|
Loan date
|
Original principal (millions)
|
Currency
|
Carrying amount
($ millions)
|
Interest rate (*)
|
Principal repayment date
|
Additional information
|
|
Debentures - Series F
|
May 2018, December 2020
|
|
US Dollar
|
|
|
|
(2), (3)
|
|
Debentures - Series G
|
January/May 2020, May 2025
|
|
Israeli Shekel
|
|
|
(annual installment)
|
(1), (3)
|
|
Debentures (private offering) – 3 series
|
January 2014
|
|
US Dollar
|
|
|
|
(5)
|
|
Sustainability linked loan (SLL)
|
September 2021
|
|
Euro
|
|
|
|
(4)
|
|
Loan - European Bank
|
June 2025
|
|
Euro
|
|
|
(Semi – Annual installment) |
|
(*) Fixed interest.
ICL Group Limited Consolidated Financial Statements 46
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 13 - Credit from Banks and Others (cont'd)
| D. |
Information on material loans and debentures outstanding as of December 31, 2025: (cont’d)
|
|
Additional Information:
| (1) |
In May 2025, the Company completed an expansion of its Series G debentures in Israel, in the amount of NIS
|
| (2) |
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.
|
| (3) |
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.
|
| (4) |
The loan includes three sustainability performance targets: (1) an annual 4% to 5% reduction in direct and indirect Scope 1 and Scope 2 CO2 emissions resulting from ICL global operations.
(2) Through 2025, the Company is committed to adding a significant number of Tfs (Together for Sustainability) qualified vendors each year who meet criteria of management, environment, health and safety, labor and human rights, ethics, and governance and (3) for female to hold at least
|
| (5) |
Subsequent to the date of the report, in January 2026, the Company repaid $
|
| (6) |
The principal will be repaid in consecutive,
|
| (7) |
As of December 31, 2025, the Company is in compliance with all its financial covenants set forth in its financing agreements. See item F below.
|
ICL Group Limited Consolidated Financial Statements 47
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 13 - Credit from Banks and Others (cont'd)
| E. |
Credit facilities:
|
|
Issuer
|
Group of international banks
|
|
Date of the credit facility
|
|
|
Date of credit facility termination
|
|
|
The amount of the credit facility
|
|
|
Credit facility has been utilized
|
EUR 210 million |
|
Interest rate
|
Up to 33% use of the credit: SOFR/Euribor + 0.69%.
From 33% to 66% use of the credit: SOFR/Euribor + 0.89%
66% or more use of the credit: SOFR/Euribor + 1.04%
|
|
Loan currency type
|
|
|
Pledges and restrictions
|
|
|
Non-utilization fee
|
|
|
(1)
|
In April 2023, the Company entered into a $
|
| (2) |
The Sustainability-Linked RCF includes three Key Performance Indicators (KPIs) which have been designed to align with ICL’s sustainability goals: a reduction in Absolute Scope 1 & 2 GHG Emissions; an increase in the percentage of female representation among senior ICL management; and an increase in the number of valid TfS (Together for Sustainability initiative) scorecards obtained for ICL Group suppliers. Each of these goals will be assessed regularly during the term of the Sustainability-Linked RCF through third-party verification of ICL’s performance in these areas.
|
ICL Group Limited Consolidated Financial Statements 48
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 13 - Credit from Banks and Others (cont'd)
| F. |
Restrictions on the Group relating to the receipt of credit
|
As part of the loan agreements the Company has signed, various restrictions apply including sustainability performance targets and financial covenants, a cross‑default mechanism and a negative pledge.
Set forth below is information regarding the financial covenants applicable to the Company as part of the loan agreements and the compliance therewith. For the Company’s sustainability performance targets see item D(5) and E above.
Financial Covenants:
|
Financial Covenants (1)(2)
|
Financial Ratio Required under the Agreement
|
Financial Ratio December 31, 2025
|
|
Total shareholder's equity
|
Equity above $2,000 million
|
$
|
|
Ratio of EBITDA to the net interest expenses
|
Equal to or greater than 3.5
|
|
|
Ratio of the net financial debt to EBITDA
|
Less than 3.5
|
|
|
Ratio of certain subsidiaries loans to the total assets of the consolidated company
|
Less than 10%
|
|
| (1) |
The examination of compliance with the financial covenants is based on the Company's consolidated financial statements. As of December 31, 2025, the Company complies with all of its financial covenants.
|
| (2) |
The EBITDA calculation for the financial covenants, which amounted to $
|
| G. |
Pledges and Restrictions Placed in Respect of Liabilities
|
| (1) |
The Company has undertaken various obligations in respect of loans and credit lines from banks, including a negative pledge, whereby the Company committed, among other things, in favor of the lenders, to limit guarantees and indemnities to third parties (other than guarantees in respect of subsidiaries) up to an agreed amount of $
|
| (2) |
As of December 31, 2025, the total guarantees provided by the Company were in the amount of $
|
ICL Group Limited Consolidated Financial Statements 49
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 14 – Other Payables
|
As of December 31
|
||
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
|
Employees (1)
|
|
|
|
Current tax liabilities
|
|
|
|
Accrued expenses
|
|
|
|
Governmental (mainly in respect of royalties)
|
|
|
|
Income received in advance
|
|
|
|
Derivative instruments
|
|
|
|
Others
|
|
|
|
|
|
| (1) |
Including post-employment liabilities in the amount of $
|
Note 15 - Taxes on Income
| A. |
Taxation of companies in Israel
|
The current and deferred taxes expenses of Israeli entities are booked under the applicable tax rates below:
| 1. |
Income tax rate
|
The Israeli statutory primary income tax rate is 23 %.
| 2. |
Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (hereinafter – the Encouragement Law)
|
| a) |
Beneficiary Enterprises
|
The production facilities of some of the Company’s subsidiaries in Israel (hereinafter – the Subsidiaries) have received “Beneficiary Enterprise” status under the Encouragement law after Amendment No. 60 to the Law was published in April 2005. The main benefit granted to the Subsidiaries is a preferred tax rate. From the year 2022, “Beneficiary Enterprise” tax benefits to the Subsidiaries have been discontinued.
A company which had a “Beneficiary Enterprise” that distributes a dividend out of exempt income, will be subject to corporate tax in the year in which the dividend is distributed on the amount distributed, at the tax rate applicable under the Encouragement Law in the year in which the exempted income was generated, had it not been exempt from tax. In addition, a withholding tax will be applied at the applicable rate to the distribution.
ICL Group Limited Consolidated Financial Statements 50
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 15 - Taxes on Income (cont'd)
| A. |
Taxation of companies in Israel (cont'd)
|
|
| 2. |
Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (cont'd)
|
| a) |
Beneficiary Enterprise (cont'd)
|
In November 2021, the Israeli Economic Efficiency Law for the years 2021 and 2022 was published, which consists of numerous legislative amendments and arrangements, including an amendment to Section 74 of the Encouragement Law, (hereinafter - the amendment). The amendment stipulates that in any dividend distribution from companies holding accumulated profits that were exempt from tax until their distribution as a dividend ("trapped earnings"), a certain part of the distribution will be considered a distribution of those trapped earnings, which will be fully taxed upon release.
As of December 31, 2025, the Company's “trapped earnings” balance was about 950 NIS million (approximately $298 million). The Company estimates that its remaining “trapped earnings” are not expected to be distributed and therefore no deferred tax liability accrual was booked.
| b) |
Preferred Enterprises
|
In December 2010, the Israeli Knesset approved the Economic Policy Law for 2011‑2012, whereby the Encouragement law, was amended (hereinafter – the Amendment). The Amendment is effective from January 1, 2011, and its provisions apply to preferred income, derived or accrued by a Preferred Enterprise, as defined in the Amendment, in 2011 and thereafter.
The Amendment does not apply to an Industrial Enterprise that is a mine, or any other facility for production of minerals or a facility for exploration of fuel. Therefore, ICL plants that are defined as mining plants and mineral excavators will not be able to take advantage of the tax rates included as part of the Amendment.
The tax rates applicable to Preferred Enterprises in Israel:
| 1) |
Preferred Enterprises located in Development Area A –
|
| 2) |
Preferred Enterprises located in the rest of the country –
|
In November 2015, the Knesset passed the Economic Efficiency Law, which expanded the exception to all of the Enterprise’s activities up to the time of the first marketable product (for additional details – see Section 4 below). However, tax benefits to which a Beneficiary Plant was entitled were not cancelled in respect of investments made up to December 31, 2012. Therefore, such plants are able to utilize the tax benefits in respect of such investments, in accordance with the provisions of the old law.
It is further provided in the Amendment that tax will not apply to a dividend distributed out of preferred income to a shareholder that is an Israeli‑resident company. A dividend distributed out of preferred income to a shareholder that is an individual or a foreign resident is subject to tax at a rate of 20%, unless a lower tax rate applies under a relevant treaty for prevention of double taxation.
ICL Group Limited Consolidated Financial Statements 51
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 15 - Taxes on Income (cont'd)
| A. |
Taxation of companies in Israel (cont'd)
|
|
| 3. |
The Law for the Encouragement of Industry (Taxation), 1969
|
| a) |
Some of the Company’s Israeli subsidiaries are “Industrial Enterprise”, as defined in the abovementioned law. In respect of buildings, machinery and equipment owned and used by any "Industrial Enterprise", the Company is entitled to claim accelerated depreciation as provided by the Income Tax Regulations – Adjustments for Inflation (Depreciation Rates), 1986 which allow accelerated depreciation to any "Industrial Enterprise" as of the tax year in which each asset is first placed in service.
|
| b) |
The Industrial Enterprises owned by some of the Company's Israeli subsidiaries have a common line of production or similar industrial branch activity and, therefore, they file, together with the Company, a consolidated tax return in accordance with Section 23 of the Law for the Encouragement of Industry. Accordingly, each of the said companies is entitled to offset its tax losses against the taxable income of the other companies.
|
| 4. |
Taxation of Profits Natural Resources
|
The government take on natural resources in Israel includes three elements: Royalties, Corporate Income Tax and Surplus Profit Levy. The highlights of the Law are set forth below:
| 4.1 |
Royalties
|
In accordance with the Mines Ordinance, the rate of the royalties, in connection with resources produced from the quarries, will be 5%. For production of phosphates, according to the Mines Ordinance (Third Addendum A), the royalty rate is 5% of the value of the quarried material.
In accordance with the Israeli Dead Sea Concession Law, 1961, the royalty rate for potash, bromine and magnesium is 5% of the value of the sold quantity.
| 4.2 |
Imposition of Surplus Profit Levy
|
The Law for Taxation of Profits from Natural Resources (hereinafter – the Law), is effective since January 1, 2016. The law applied for the bromine, phosphate and magnesium minerals from 2016 and for potash from 2017. The tax base, which will be calculated for every mineral separately, is the mineral’s operating income, in accordance with the accounting statement of income, to which certain adjustments will be made.
The taxable profit is based on the first traded product mineral operating income, as adjusted, after a deduction of 5% of the mineral’s year end working capital, and an amount that reflects a yield of 14% on the value of property, plant and equipment used for production and sale of the quarried material.
On the tax base, as stated, a progressive tax will be imposed at a rate to be determined based on the yield in that year. For a yield between 14% and 20%, Natural Resources Tax will be imposed at the rate of 25%, while yield in excess of 20% will be subject to Natural Resources Tax at the rate of 42%. In years in which the Natural Resources Tax base is negative, the negative amount will be carried forward from year to year and will constitute a tax shield in the succeeding tax year. The above computations, including the right to use prior years’ losses (Negative Surplus Profits), are made separately, without considering setoffs, for each natural resource production and sale activity.
ICL Group Limited Consolidated Financial Statements 52
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 15 - Taxes on Income (cont'd)
| A. |
Taxation of companies in Israel (cont'd)
|
|
| 4. |
Taxation of Profits Natural Resources (cont'd)
|
| 4.2 |
Imposition of Surplus Profit Levy: (cont'd)
|
Limitations on the Natural Resources Tax – the Natural Resources Tax will only apply to profits deriving from the actual production and sale of each of the following resources: potash, bromine, magnesium and phosphates, and not to the profits deriving from the downstream industrial activities. Calculation of the Natural Resources Tax will be made separately for every mineral mining concession. Nonetheless, regarding magnesium, it was provided that commencing from 2017, upon sale of Carnalite by DSW to magnesium and reacquisition of a Sylvinite byproduct by DSW, magnesium will charge DSW $100 per tonne of potash, which is produced from the Sylvinite (linked to the CPI).
A mechanism was provided for determination of the market price, with respect to transactions in natural resources executed between related parties in Israel, as well as a mechanism for calculation of the manner for costs allocation between the production and sale of the natural resource, on the one hand, and the downstream activities, on the other hand.
Regarding the bromine resource, the sale price of bromine sold to related parties, in and outside of Israel, who use the bromine for bromine compounds manufacturing activities, shall be, in each tax year, the higher of:
| 1) |
Actual price in the sale transaction.
|
| 2) |
A price which will provide an operating profit for the bromine compounds manufacturer of
|
Regarding the phosphate resource, the sale price of phosphate sold to related parties for purposes of downstream manufacturing activities shall be, in each tax year, the higher of:
| 1) |
Actual price in the sale transaction.
|
| 2) |
A price which will keep an operating profit with the downstream products manufacturer of
|
| 3) |
The production and operating costs attributable to a unit of phosphate.
|
Amendment number 3 to the Law
In November 2021, Amendment number 3 to the Law was approved by the Israeli Kneset, according to which the arrangement of tax collection will be altered so that companies will be required to pay 75% of the disputed tax, after objecting to a tax assessment by appeal to the district court, and prior to a Court ruling. Prior to this amendment, the full payment of the Surplus Profit Levy in dispute was not required until a Court ruling is rendered.
ICL Group Limited Consolidated Financial Statements 53
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 15 - Taxes on Income (cont'd)
| A. |
Taxation of companies in Israel (cont'd)
|
| 4. |
Taxation of Profits Natural Resources (cont'd)
|
| 4.3 |
Corporate income Tax:
|
The Law for Encouragement of Capital Investments was revised such that the definition of a “Plant for Production of Quarries” will include all the plant’s activities up to production of the first marketable natural resource of potash, bromine, magnesium and phosphates. Accordingly, activities involved with production of the first traded resource will not be entitled to tax benefits under the Law, whereas activities relating to downstream products, such as bromine compounds, acids, fertilizers, etc. will be entitled to tax benefits under the Law.
The Natural Resource Tax will be deductible from the Company's taxable income and the Company will pay the Corporate Tax on the balance as is customary in Israel.
| B. |
Taxation of non-Israeli subsidiaries
|
Subsidiaries incorporated outside of Israel are assessed for tax under the tax laws in their countries of residence(2). The principal tax rates applicable to the major subsidiaries outside Israel are as follows:
|
Country
|
Tax rate
|
Note
|
|
Brazil
|
|
|
|
Germany
|
|
(3)
|
|
United States
|
|
(1)
|
|
Netherlands
|
|
|
|
Spain
|
|
|
|
China
|
|
|
|
United Kingdom
|
|
| (1) |
The tax rate is an estimated average and includes federal and states taxes. Different rates may apply in each year due to changes in the allocation of income among states.
|
| (2) |
In accordance with the legislation of BEPS Pillar 2, which entered into effect in 2024, there are several jurisdictions in which the Company operates where the local tax rate may require a supplement to a minimum taxation of 15%. This legislation has no material impact on the Company.
|
| (3) |
Starting in fiscal year 2028, the tax rate will be gradually reduced by 1% per year, reaching 24% in fiscal year 2032.
|
ICL Group Limited Consolidated Financial Statements 54
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 15 - Taxes on Income (cont'd)
| C. |
Carried forward tax losses
|
As of December 31, 2025, the balances of the carryforward tax losses, including Negative Surplus Profits, of subsidiaries for which deferred taxes have been recorded, amount to about $598 million (December 31, 2024 – about $557 million).
As of December 31, 2025, the balances of the carryforward tax losses, including Negative Surplus Profits, of subsidiaries for which deferred taxes have not been recorded, amount to about $581 million (December 31, 2024 – about $305 million).
As of December 31, 2025, the capital losses for tax purposes available for carryforward to future years for which deferred taxes have not been recorded amount to about $186 million (December 31, 2024 – about $159 million).
| D. |
Tax assessment
|
| 1. |
Income Tax
|
The Company and the main operational companies in Israel, have received final tax assessments up to and including 2019. The main subsidiaries outside of Israel have final tax assessments up to and including 2015 - 2021.
The Company's main operating companies in Spain are involved in an assessment dispute with the Spanish tax authorities for the years 2015-2019 before the low-level tax court. The assessment does not include a tax demand but involves a reduction of net operating losses for tax purposes amounting to 35 million euro. The company believes it is more likely than not that its position will be accepted for those years.
| 2. |
Surplus Profit Levy (in Israel)
|
We have received final tax assessments up to and including the 2020 tax year for our Potash, Bromine and Magnesium minerals operations.
On December 30, 2025, the Company received a tax assessment from the Israeli Tax Authority for the years 2016-2020 related to the Surplus Profit Levy on phosphate mineral. The assessment includes the cancellation of carry-forward negative Surplus Profit, which amounted to approximately $60 million as of the end of 2020. The assessment also includes an immaterial Surplus Profit Levy demand for 2016. The impact of the assessment on the Company’s financial statements is immaterial, as the Company did not recognize a deferred tax asset for the Negative Surplus Profit related to phosphate minerals. The Company is considering filing an objection to this assessment.
ICL Group Limited Consolidated Financial Statements 55
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 15 - Taxes on Income (cont'd)
| E. |
Deferred income taxes
|
1. The composition of the deferred taxes and the changes therein are as follows:
|
In respect of financial position
|
In respect
of carry forward tax losses
|
Total
|
||||
|
Depreciable property,
plant and equipment and intangible assets
|
Inventories
|
Provisions for employee benefits
|
Other
|
|||
|
$ millions
|
||||||
|
Balance as of January 1, 2024
|
(
|
|
|
|
|
(
|
|
Changes in 2024:
|
||||||
|
Amounts recorded in the statement of income
|
(
|
(
|
|
|
|
|
|
Amounts recorded to a capital reserve
|
|
|
(
|
|
|
(
|
|
Translation differences
|
|
(
|
(
|
(
|
(
|
(
|
|
Balance as of December 31, 2024
|
(
|
|
|
|
|
(
|
|
Changes in 2025:
|
||||||
|
Amounts recorded in the statement of income
|
(
|
|
|
(
|
|
|
|
Amounts recorded to a capital reserve
|
|
|
|
(
|
|
(
|
|
Translation differences
|
(
|
|
(
|
|
|
|
|
Balance as of December 31, 2025
|
(
|
|
|
|
|
(
|
2. The currencies in which the deferred taxes are denominated:
|
As of December 31
|
||
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
|
Israeli shekels
|
(
|
(
|
|
Euro
|
|
|
|
US dollar
|
|
|
|
British pound
|
|
|
|
Brazilian real
|
|
|
|
Other
|
|
|
|
(
|
(
|
ICL Group Limited Consolidated Financial Statements 56
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 15 - Taxes on Income (cont'd)
| F. |
Taxes on income included in the income statements
|
| 1. |
Composition of income tax expenses (income)
|
|
For the year ended December 31
|
|||
|
2025
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Current taxes (1)
|
|
|
|
|
Deferred taxes
|
(
|
(
|
|
|
Taxes in respect of prior years
|
|
|
(
|
|
|
|
|
(1) The current taxes for 2025 derived mainly from the Israeli and Chinese companies.
| 2. |
Theoretical tax
|
Following is a reconciliation of the theoretical tax expense, assuming all income is taxed at the regular tax rates in Israel (see A(2) above) and the tax expense presented in the statements of income:
|
For the year ended December 31
|
|||
|
2025
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Income before taxes on income, as reported in the statements of income
|
|
|
|
|
Statutory tax rate (in Israel)
|
|
|
|
|
Theoretical tax expense
|
|
|
|
|
Add (less) – the tax effect of:
|
|||
|
Surplus Profit Levy tax
|
|
|
|
|
Reduced tax due to tax benefits
|
(
|
(
|
(
|
|
Differences deriving from additional deduction and different tax rates applicable to foreign subsidiaries
|
(
|
(
|
(
|
|
Tax on dividend
|
|
|
|
|
Deductible temporary differences and their reversal (including carryforward losses) for which deferred taxes assets were not recorded and non–deductible expenses
|
|
|
|
|
Taxes in respect of prior years
|
|
|
(
|
|
Differences in measurement basis
|
|
|
|
|
Other differences
|
|
|
|
|
Taxes on income included in the income statements
|
|
|
|
ICL Group Limited Consolidated Financial Statements 57
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 15 - Taxes on Income (cont'd)
| G. |
Taxes on income relating to items recorded in equity
|
|
For the year ended December 31
|
|||
|
2025
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Tax recorded in other comprehensive income
|
|||
|
Actuarial gains from defined benefit plan
|
|
(
|
(
|
|
Change in fair value of hedging derivatives
|
(
|
(
|
(
|
|
Taxes in respect of exchange rate differences on equity loan to a subsidiary included in translation adjustment
|
|
|
(
|
|
Total
|
(
|
|
(
|
Note 16 - Employee Benefits
| A. |
Composition
|
Composition of employee benefits:
|
As of December 31
|
||
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
|
Fair value of plan assets
|
|
|
|
Termination benefits
|
(
|
(
|
|
Defined benefit obligation
|
(
|
(
|
|
(
|
(
|
Composition of fair value of the plan assets:
|
As of December 31
|
||
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
|
Equity instruments
|
||
|
With quoted market price
|
|
|
|
Without quoted market price
|
|
|
|
|
|
|
|
Debt instruments
|
||
|
With quoted market price
|
|
|
|
Without quoted market price
|
|
|
|
|
|
|
|
Deposits with insurance companies
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 58
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 16 - Employee Benefits (cont'd)
| B. |
Severance Pay
|
| 1. |
Israeli companies
|
The labor laws in Israel require the Company to pay severance pay to employees who were dismissed or have retired (including those who left the Company in other specific circumstances). The liability for the payment of severance pay is calculated according to the labor agreements in effect on the basis of salary components which, in the opinion of Company management, create an obligation to pay severance pay.
The Company has two severance pay plans: one plan according to the provisions of section 14 of the Severance Pay Law, which is accounted for as a defined contribution plan; and the other for employees to whom section 14 does not apply, which is accounted for as a defined benefit plan. The Company’s liability in Israel for the payment of severance pay to employees is mostly covered by current deposits in the names of the employees in recognized pension and severance pay funds, and by the acquisition of insurance policies, which are accounted for as plan assets.
| 2. |
Certain subsidiaries outside Israel
|
In countries wherein subsidiaries operate that have no law requiring payment of severance pay, the subsidiaries have not recorded a provision in the financial statements for possible eventual future severance payments to employees, except in cases where part of the activities of the enterprise is discontinued and, as a result, the employees are dismissed.
| C. |
Pension and Early Retirement
|
| (1) |
|
| (2) |
Some subsidiaries have signed plans with funds – including a pension fund for certain employees – under which the subsidiaries make current deposits to the fund. These deposits release the subsidiaries from their obligation to make pension payments under the labor agreements upon the employees’ retirement. The funded amounts are not reflected in the statements of financial position, as they are not under the subsidiaries' control and management.
|
| D. |
Post-employment retirement benefits
|
Some of the Company retirees receive, aside from the pension payments from a pension fund, benefits that are primarily holiday gifts and paid vacations. The Company’s liability for these costs accrues during the employment period. The Company includes in its financial statements the projected costs in the post-employment period according to an actuarial calculation.
ICL Group Limited Consolidated Financial Statements 59
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 16 - Employee Benefits (cont'd)
| E. |
Movement in net defined benefit obligation and in its components:
|
|
Fair value of plan assets (*)
|
Defined benefit obligation
|
Defined benefit obligation, net
|
||||
|
2025
|
2024
|
2025
|
2024
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
$ millions
|
$ millions
|
$ millions
|
$ millions
|
|
|
Balance as of January 1
|
|
|
(
|
(
|
(
|
(
|
|
Income (costs) included in profit or loss:
|
||||||
|
Current service costs
|
|
|
(
|
(
|
(
|
(
|
|
Interest income (expenses)
|
|
|
(
|
(
|
(
|
(
|
|
Past service cost
|
|
|
|
|
|
|
|
Effect of movements in exchange rates, net
|
|
(
|
(
|
|
(
|
|
|
Included in other comprehensive income:
|
||||||
|
Actuarial profits (losses) deriving from changes in financial assumptions
|
|
|
(
|
|
(
|
|
|
Other actuarial gains (losses)
|
|
(
|
|
|
|
(
|
|
Change with respect to translation differences, net
|
|
(
|
(
|
|
(
|
|
|
Other movements:
|
||||||
|
Benefits received (paid)
|
(
|
(
|
|
|
|
|
|
Employer contribution
|
|
|
|
|
|
|
|
Balance as of December 31
|
|
|
(
|
(
|
(
|
(
|
(*) The actual return on plan assets in 2025 is $ 40 million, compared with $16 million in 2024.
| F. |
Actuarial assumptions
|
Principal actuarial assumptions as of the reporting date (expressed as weighted averages):
|
For the year ended December 31
|
|||
|
2025
|
2024
|
2023
|
|
|
%
|
%
|
%
|
|
|
Discount rate as of December 31
|
|
|
|
|
Future salary increases
|
|
|
|
|
Future pension increase
|
|
|
|
ICL Group Limited Consolidated Financial Statements 60
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 16 - Employee Benefits (cont'd)
| G. |
Sensitivity analysis
|
Assuming all other assumptions remain constant, the following reasonably possible changes affect the defined benefit obligation as of the date of the financial statements in the following manner:
|
December 2025
|
||||
|
Decrease
10%
|
Decrease
5%
|
Increase
5%
|
Increase
10%
|
|
|
$ millions
|
||||
|
Significant actuarial assumptions
|
||||
|
Salary increases
|
(
|
(
|
|
|
|
Discount rate
|
|
|
(
|
(
|
|
Mortality table
|
|
|
(
|
(
|
The assumptions regarding the future mortality rates are based on published statistics and accepted mortality tables.
| H. |
The Effect of the plans on the Company's future cash flows
|
The expenses recorded in respect of defined contribution plans in 2025 are $45 million (compared with $39 million in 2024).
The Company estimates that the expected deposits in 2025 to fund defined benefit plans are about $10 million.
As of December 31, 2025, the Company estimates that the weighted average remaining term of its defined benefit plans is approximately 10 years, unchanged from the weighted average of 10 years in 2024.
| I. |
Long-term incentive plan
|
| (1) |
At the general meeting of shareholders held on March 6, 2025, the shareholders approved a new three-year equity grant for the years 2025-2027 to the CEO and the Chairman of the Board. The grant consists of about
|
| (2) |
In March and April 2025, the Company’s HR & Compensation Committee and the Board of Directors, respectively, approved a new triennial equity grant for the years 2025-2027 to two senior managers. The grant consists of
|
ICL Group Limited Consolidated Financial Statements 61
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 16 - Employee Benefits (cont'd)
| I. |
Long-term incentive plan (cont'd)
|
| (3) |
In June 2025, Company's HR & Compensation Committee and the Board of Directors approved a new Cash Long-Term Incentive (LTI) plan. Under this plan, certain senior managers will be awarded with a cash incentive of $
|
| (4) |
In July 2025, the Company’s HR & Compensation Committee and the Board of Directors approved a new triennial equity grant for the years 2025-2027 to certain officers and senior managers. The grant consists of
|
| (5) |
In November 2025 and December 2025, the Company’s HR & Compensation Committee and the Board of Directors, respectively, approved a new three-year equity grant for two senior executives. The grant consists of
|
ICL Group Limited Consolidated Financial Statements 62
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 17 – Provisions
| A. |
Composition and changes in the provision
|
|
Site restoration and equipment dismantling (1)
|
Legal claims
|
Other
|
Total
|
|
|
$ millions
|
||||
|
Balance as of January 1, 2025
|
|
|
|
|
|
Provisions recorded during the year
|
|
|
|
|
|
Provisions reversed during the year
|
|
|
(
|
(
|
|
Payments during the year
|
(
|
(
|
|
(
|
|
Translation differences
|
|
|
|
|
|
Balance as of December 31, 2025
|
|
|
|
|
| (1) |
Main items under 'Site restoration and equipment dismantling':
|
| a. |
Spain – In 2018, a restoration plan was approved for the Suria and Sallent sites, which includes handling the salt piles and dismantling of facilities. The restoration plan at the Suria site is expected to continue until 2095, and at the Sallent site until 2072.
|
Estimation of the projected costs for the closure and restoration of the Sallent site – the main component of the estimated closure and restoration costs is attributed to the restoration of the salt pile. The Company is treating the salt pile by utilizing the salt for production and sale, including for de-icing purposes, and by processing and discharging the material into the sea via a Collector. As of December 31, 2025, the total provision for the closure and restoration of the Sallent site amounts to $65 million. This estimate is based on a long-term forecast of over 49 years and relies on available data. As such, actual costs required to restore the Sallent site may differ, even substantially, from the current provision. In the Company's estimation, the provision recorded reflects the best estimate of the expense required to settle this obligation.
| b. |
ICL Rotem – as of December 31, 2025, according to the Company's estimation, the provision for the restoration of the mining sites and waste repositories, for ICL Rotem's operations, amounted to $
|
| c. |
Bromine Israel (Neot Hovav) – pursuant to the Ministry of Environmental Protection, the Company is required to treat both solid waste of past periods which is stored in a designated defined area on the site's premises, and currently-produced waste created during the ongoing production processes in the plant. Waste treatment is partly conducted through a hydro-bromine acid recovering facility (BRU), operated by the Company. Part of the waste is sent for external designated treatment. As of December 31, 2025, the provision for prior periods waste treatment amounted to $
|
ICL Group Limited Consolidated Financial Statements 63
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities
| A. |
Commitments
|
| (1) |
Several of the Group’s subsidiaries have entered into agreements with suppliers for the purchase of raw materials and natural gas in the ordinary course of business for various periods ending in 2038. As of December 31, 2025, the total amount of the commitments is approximately $
|
| (2) |
Several of the Group’s subsidiaries have entered into agreements with suppliers for the acquisition of property, plant and equipment. As of December 31, 2025, the subsidiaries’ capital expenditures commitments total approximately $
|
| (3) |
As part of the collaboration between ICL's Spanish subsidiary, ICL Iberia, and the Government of Catalonia to advance environmental sustainability goals, the Company has committed to restoring salt piles at ICL Iberia’s sites, mainly through processing and removal via a dedicated collector to the sea. In 2021, the Company signed an agreement with the Catalan Water Agency for the construction and operation of this collector. Key elements of the agreement include, among other things, project management guidelines, financing aspects related to the project, project costs and a determination of an operational maintenance mechanism, including usage costs. In accordance with the agreement and based on the Company's assessment, its share of the project cost is expected to be approximately $
|
| (4) |
In 2017, the Company entered into a gas purchase agreement with Energean Israel Limited (Energean), which holds a license to develop the Karish and Tanin gas reservoirs off the shore of Israel. Pursuant to the agreement, Energean will supply the Company with up to 13 BCM of natural gas (NG), valued at $
|
| (5) |
The Articles of Association of the Company and its Israeli subsidiaries include provisions that permit exemption, indemnification and insurance of liability of officers and directors, all in accordance with the provisions of the Companies Law.
|
The Company, following approval by its HR & Compensation Committee, Board of Directors and shareholders, granted its officers and directors a letter of exemption and indemnification, and also maintains an insurance policy covering directors' and officers' liability, which is renewed annually. The directors' and officers' liability insurance and the exemption and indemnity undertaking do not apply to those cases specified in Section 263 of the Companies Law. The exemption is from liability for damages caused and/or that will be caused, by those officers and directors due to a breach of duty to the Company.
ICL Group Limited Consolidated Financial Statements 64
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| A. |
Commitments (cont'd)
|
| (5) |
(cont'd)
|
Regarding directors who are officeholders of Israel Corp., who may serve from time to time, on January 5, 2021, the shareholders approved an extension of the period for exemption and indemnification entered into with such officeholders for an additional nine years commencing November 30, 2020, provided that the exemption shall not apply to liabilities arising in connection with a transaction or resolution in which a controlling shareholder or an officeholder, including an officeholder who is other than the officeholder party to the agreement, has a personal interest (within the meaning of the Companies Law).
The amount of indemnification payable by the Company under the letters of indemnification, in addition to amounts received from an insurance company, if any, for all of the officers and directors on an aggregate basis, for one or more of the events detailed therein, is limited to $300 million.
| B. |
Concessions
|
| (1) |
Dead Sea Works Ltd. (hereinafter – DSW)
|
Pursuant to the Israeli Dead Sea Concession Law, 1961 (hereinafter – the Concession Law), as amended in 1986, and the concession deed attached as an addendum to the Concession Law, DSW was granted a concession to utilize the resources of the Dead Sea and to lease the land required for its plants in Sodom for a period ending on March 31, 2030. According to the Concession Law, should the government decide to offer a new concession after the expiration date to another party, it will first offer the new concession to DSW with terms that are no less attractive than those it may offer to that party.
Based on the interim report and its recommendations published in May 2018, the Israel’s Ministry of Finance released the final report of the inter-ministry team headed by Mr. Yoel Naveh, former Chief Economist, which included a series of guidelines and recommendations regarding the actions that the government should take towards the end of the Concession Period.
In accordance with section 24 (a) of the Supplement to the Concession Law, it is stated, among other things, that at the end of the concession period on March 31, 2030 (the Concession Period) all the tangible assets located in the concession area will be transferred to the government of Israel in exchange for their amortized replacement value – the value of the assets as if they were purchased as new at the end of the Concession Period, less their technical depreciation based on their maintenance condition and the unique characteristics of the Dead Sea area.
On January 27, 2026, a detailed and binding agreement was signed between the Company, DSW, Dead Sea Bromine Company Ltd. and Dead Sea Magnesium Ltd. (the - Dead Sea Companies) and the State of Israel, acting through the Accountant General of the Ministry of Finance, regarding the Dead Sea Companies’ concession assets (the – Concession Assets), including the consideration thereof, based on the principles agreed upon in the Memorandum of Understanding (MOU) signed between the Company, the Dead Sea Companies and the State on November 5, 2025, (the - Detailed Agreement). For further information regarding the Detailed Agreement, see below.
ICL Group Limited Consolidated Financial Statements 65
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (1) |
DSW (cont'd)
|
As per section 24 (b) of the Supplement to the Concession Law of the State of Israel, capital investments made within the 10-year period before the end of the concession require prior consent of the Israeli government, unless they can be fully deducted for tax purposes before the end of the Concession Period. However, the government's consent to any fundamental investment that may be necessary for the proper operation of the plants will not be unreasonably delayed or denied.
In 2020, an agreement was concluded between the Company and the government for the purpose of implementing section 24(b) (The 2020 Procedure). The 2020 Procedure determined, among other things, the manner of examining new investments and the consent process. In addition, the 2020 Procedure determined the Company's commitment to invest in fixed assets, including for preservation and infrastructure, as well as for ongoing maintenance of the facilities in the concession area (for the period beginning in 2026) and the Company's commitment to continue production of potassium chloride and elemental bromine (for the period commencing 2028), all subject to the conditions specified in the 2020 Procedure. Until the New Investment Procedure, as defined below, came into effect, the Company operated in accordance with the 2020 Procedure and obtained investment approvals as required.
As part of the Detailed Agreement, a new investment procedure was adopted (the - New Investment Procedure), which replaces the 2020 Procedure. The New Investment Procedure governs the handling of investments and maintenance in the Concession Assets, as well as additional investments required, for the period commencing on January 1, 2025, and until the expiry of the Concession Period, including periodic reporting, and financial reconciliations. For further details regarding the New Investment Procedure, see below.
ICL Group Limited Consolidated Financial Statements 66
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (1) |
DSW (cont'd)
|
On March 11, 2025, the State Comptroller published an audit report regarding the State’s regulators oversight over compliance and regulatory aspects of the Dead Sea concession, in the areas of environment and land ("the Report"). The Report includes findings indicating regulatory deficiencies in the State authorities' oversight of the Dead Sea concession. The Report did not directly audit DSW and clarified that the findings do not imply any reduction in DSW’s contributions to the development of the Negev region and the State. The Report mainly emphasizes the intention to guide decision-makers in shaping the future concession agreement towards the end of the current concession in 2030 and refers to the various regulators to provide responses regarding their conduct on matters related to oversight of the current concession.
The Agreement regarding the Dead Sea Concession Assets
Further to the above, and pursuant to section 24 (a) of the Supplement to the Concession Law, on November 5, 2025, the Company and the Dead Sea Companies have signed the MOU with the State, regarding the Dead Sea Companies assets, which are required for the operation of the Dead Sea Concession, and regarding other related matters, including the Company’s rights under the Concession Law. In addition, based on the principles agreed upon in the MOU, the Detailed Agreement between the Company, the Dead Sea Companies and the State was signed on January 27, 2026.
The Company believes that the implementation of the Detailed Agreement will remove significant uncertainty and risks around the termination of the Concession in 2030, at which time the State intends to grant a new concession in a competitive process (the - Future Concession), and provide the Company with certainty regarding the consideration for the Concession Assets (as defined below) and the timing of payment therefor, thereby enabling the Company to plan and prepare in the coming years for the end of the concession period.
As mentioned above, pursuant to the Concession Law, upon the expiry of the Concession Period on March 31, 2030, all fixed tangible assets located within the concession area and required for its operation, and belonging to the concession holder, shall become the property of the State, and whereby the State shall pay the concession holder their value, in accordance with the mechanism set forth in the Concession Law. The Detailed Agreement stipulates that upon the end of the Concession Period, the existing Concession Assets, constituting the fixed assets of the Dead Sea Companies which are used for the exercise of their rights under the Concession Law, as well as the intangible assets of the Dead Sea Companies used for the purpose of operating the concession, shall be transferred to the State or to the Future Concession holder.
ICL Group Limited Consolidated Financial Statements 67
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (1) |
DSW (cont'd)
|
All of the above shall be as detailed in the list of the existing concession assets attached as an appendix to the Detailed Agreement, as updated annually until the end of the Concession Period (collectively, the - Concession Assets).
According to the Detailed Agreement, upon the expiry of the concession period, the Concession Assets shall be transferred fit, proper and ready for continued operations, in a manner and condition similar to their condition prior to their transfer, and without any disruption dependent on the Dead Sea Companies. The foregoing does not derogate from the responsibility of the future concession holder to be prepared to receive the assets, rights and obligations under the Detailed Agreement, at its own expense. The process for transferring the Concession Assets shall be governed by an asset transfer procedure to be formulated starting six months prior to the expiry of the Concession Period, and will include, among other things, a handover and transition process for the transfer of the Concession Assets to the Future Concession holder.
Pursuant to the Detailed Agreement, any right or claim brought by any third party in connection with the Concession Assets, the cause of which arose prior to the expiry of the Concession Period, shall apply to the Dead Sea Companies. Any right or claim brought by any third party in connection with the Concession Assets, the cause of which arose after the expiry of the Concession Period, shall apply to the State or to the future concession holder.
In consideration for the transfer of ownership and possession of the Concession Assets, the State shall pay the Company a total amount of $2,540 million, as well as the amounts of the salt harvest investments actually made by the Dead Sea Companies (net of the State’s participation and depreciation, as set forth in the Detailed Agreement), from January 1, 2025, for the purpose of establishing the permanent solution for salt harvesting, transportation and disposal in accordance with the Salt Harvesting Agreement (the - Harvesting Solution), which is estimated at hundreds of millions of dollars (the – Total Consideration).
Under the Detailed Agreement, the Dead Sea Companies shall maintain a multi-year average level of investments and maintenance in the Concession Assets, as well as an annual minimum level of investments and maintenance, and a multi-year average maintenance-investment ratio until the expiry of the Concession Period. These amounts were set based on the volume of investments and maintenance carried out over the past decade. The Detailed Agreement further stipulates that if the actual level of investments and maintenance performed from January 1, 2025, until the expiry of the Concession Period is lower or higher than the amounts prescribed, certain adjustments shall be made to the Total Consideration, all in accordance with the provisions of the Detailed Agreement and the New Investment Procedure referenced above, which replaces the 2020 Procedure.
ICL Group Limited Consolidated Financial Statements 68
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (1) |
DSW (cont'd)
|
As part of the New Investment Procedure, a mechanism was established under which the Dead Sea Companies will provide periodic reports regarding the level of investments and maintenance for the relevant years, including investments for the implementation of the Harvesting Solution (the - Dead Sea Companies Reports), as well as mechanisms for reviews and controls performed by the State in relation to the Dead Sea Companies Reports and, accordingly, mechanisms for financial reconciliation.
The Detailed Agreement provides that upon the end of the Concession Period, the State shall pay the Company 95 % of the Total Consideration (subject to any adjustments that may be made, as described above), which shall be determined based on the Dead Sea Companies Reports and subject to any actual determinations (if any) made under the dispute resolution mechanism set forth in the Detailed Agreement, provided that such determinations are issued by the end of the Concession Period.
The remaining balance of the Total Consideration, namely, the remaining 5 %, shall be paid on September 1, 2030 (the - Final Reconciliation Date), except for amounts in respect of which an instruction (if issued) was given to withhold payment pursuant to the dispute resolution mechanism, and except for reimbursement relating to the remaining investments required for establishing the Harvesting Solution, to the extent not completed by the Final Reconciliation Date, which shall be reimbursed only upon completion of the Harvesting Solution.
It is noted that if, for any reason, the Harvesting Solution is not completed by the end of the Concession period, the Company shall continue to operate and invest as required in order to complete it, and the reimbursement amounts in respect of the additional investments that will be required after the end of the Concession period shall be paid by the state to the Company within 60 days following the completion of the Harvesting Solution. The foregoing does not derogate from the State’s right to initiate proceedings to enforce its rights with respect to any damage incurred, if incurred, due to the failure to complete the Harvesting Solution by the end of the Concession Period.
Under the Detailed Agreement, it was determined that certain operational agreements required for the operation of the Concession, as detailed in the Detailed Agreement, shall be assigned by the Company to the future concession holder as of the end of the Concession Period. Accordingly, and in order to provide certainty and operational continuity for the downstream industries, as well as for the future concession holder, agreements were established to secure, inter alia, the continued supply of the raw materials required for the downstream industries. These agreements shall apply from the date of signing the Detailed Agreement until March 31, 2035, and shall be extended beyond that period for additional terms, unless either party notifies that it does not wish to extend them. The Company assesses that, based on currently known price levels, and in light of the agreed arrangements, no material change is expected in the profitability of the downstream industries, nor in the profitability of the concession operations (conducted through the Dead Sea Companies).
ICL Group Limited Consolidated Financial Statements 69
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (1) |
DSW (cont'd)
|
The Company further undertook in the Detailed Agreement to provide the State with information and documents for the State’s preparations for the tender process and the allocation of the future concession, and to allow reviews of the existing Concession Assets by the State and by the participants in the tender, all subject to confidentiality arrangements and additional arrangements set forth in the Detailed Agreement.
The Company also agreed that it will not object to, nor act against, the cancellation of its right of first offer granted under the current Concession Law, including that it will not oppose the State’s issuance of a tender for the allocation of the Future Concession. Nothing in the provisions of the Detailed Agreement shall prevent or impair the Company’s right, similar to any other comparable bidder, to participate in the tender for the allocation of the future concession.
A Draft Bill Law - Terms and Arrangements for the Future Concession
Following the publication of a draft report by the Israeli Accountant General in September 2024, addressing the preparations for the expiration of the Company’s existing concession and the grant of a new concession in 2030, on December 3, 2025, a draft bill of law concerning the future Dead Sea Concession (the - Draft Bill) was published for public comments.
General Regulatory Provisions:
A provision regarding the establishment of regulatory bodies that will be vested with the authority and responsibility to oversee compliance with the concession requirements, and that will also coordinate the cooperation among the various government ministries that have authority over the concession’s activities; A provision stating that the concession will be allocated through a tender process designed to secure the maximum benefit from the concession for the State and the public, or, alternatively, without a tender process, among other things, where such maximum benefit cannot be ensured; Provisions regarding the identity of the future concessionaire, including it being a special purpose company (SPC), incorporated in Israel, with its principal place of business and management in Israel; A provision stating that in the allocation of the future concession, national security considerations may be considered, and, among other things, an “Interests Order” may be issued under the Government Companies Law, 1975, which would apply to the concessionaire and to its controlling shareholders, for the purpose of safeguarding the strategic interests of the State of Israel throughout the concession term;
ICL Group Limited Consolidated Financial Statements 70
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (1) |
DSW (cont'd)
|
The Draft Bill does not include an explicit provision regarding the duration of the concession, however, it stipulates that any concession period exceeding 20 years will be subject to approval by the Israeli Parliament (Knesset) Economic Affairs Committee; Provisions regarding the authority of the relevant regulatory body to revoke, suspend or amend, at any time, any term of the future concession if it determines that such action is essential to achieving the objectives of the law; and provisions regarding the termination of the future concession, including with respect to the transfer of the assets of the future concessionaire to the State's ownership, and the payment therefor.
Provisions Regarding State Revenues from the Future Concession:
The State's revenues according to the Draft Bill include: a one-time concession fee; an ongoing payment regime composed of three revenue streams - royalties, corporate tax, and a surplus profits levy at an annual multi-year average rate of 50 % of the future concessionaire’s profit, as well as further payments, including, among other things, pumping fees, water fees, mining and quarrying levies, salt-harvesting costs, and similar charges. The Draft Bill further sets out criteria and tests for defining base products and downstream products on which the concessionaire will be required to pay royalties or taxes, as well as transfer-pricing mechanisms that will apply to sales between the future concessionaire and related parties.
Provisions Concerning Environmental Regulation:
A provision regarding the reduction of the current concession area so that the concession will include only those areas required for the core industrial activity essential to resource extraction, as well as mechanisms for adding or removing areas as needed for the implementation of the concession; and a provision regarding the imposition of responsibility on both the current and future concessionaires, according to any applicable law, for the treatment and remediation of environmental hazards that have occurred during the period of their concession, including the completion thereof after the end of the Concession Period.
The Draft Bill includes several transitional provisions intended to enable the transfer of concession operations from the current concessionaire to the future concessionaire. These provisions include, among other things, authority for the Israeli Accountant General to determine that the new concessionaire will assume the position of the current concessionaire with respect to certain agreements, including employment agreements and collective bargaining agreements executed by the current concessionaire. In addition, and further to the MOU between the Company and the State mentioned above, which was signed prior to the publication of the Draft Bill, the Draft Bill includes a provision cancelling the right of first offer granted to the Company under Section 25 of the Concession Law, which is intended, according to the State’s position, among other things, to allow a competitive tender process.
According to the explanatory notes to the Draft Bill, a chapter relating to the employees of the current concessionaire, as well as a chapter addressing the required adjustments to the tax arrangements that will apply to the future concession, will be added at a later stage of the legislative process.
ICL Group Limited Consolidated Financial Statements 71
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (1) |
DSW (cont'd)
|
The Draft Bill constitutes only an initial stage in the legislative process toward the enactment of a new concession law and is subject to a full legislative procedure in all its phases, including public comments, government approval, and a complete legislative process in the Knesset, involving discussions in the relevant committees and votes in the committees and in the plenum. At this stage, it is premature to assess the full implications of the Draft Bill’s provisions on the new concession and on the Company, since, as noted, this is only an initial and partial draft that does not yet include certain material chapters, some of the matters referenced therein are not sufficiently clear, and there is no certainty regarding the provisions that will ultimately be included in the final law or the manner in which they will be applied. Furthermore, the terms and conditions of the future tender have not yet been published and are expected to include financial and other conditions that may have a material impact on the new concession terms and provide a more definitive understanding of the overall arrangement. However, the partial and preliminary terms currently set out in the Draft Bill appear to be more stringent than those of the current concession. The final law, once enacted, may differ materially from the Draft Bill. In addition, the terms of the future tender, which are currently unknown, may have a material impact on the terms of the concession as a whole. The Company presented its comments on the Draft Bill orally during the public hearing and subsequently submitted its written comments to the State. To the best of the Company’s knowledge, additional parties also submitted comments and participated in the hearing.
The Company is monitoring the formulation of Future Concession's terms by the State and will review them once published to the public as part of the tender process. To the extent that the terms are economically viable and ensure a stable regulatory environment, the Company intends to participate in the process and continues to believe that it is the most suitable candidate to operate the Future Concession, among other things, in light of its experience and expertise.
The consolidated Financial Statements were prepared under management's assumption that it is more likely than not that ICL will continue to operate the relevant assets for their remaining useful lives, which extends beyond the term of the current concession period, by obtaining a new concession.
Royalties
In consideration of the concession, DSW pays royalties to the State of Israel calculated at a rate of 5 % of the value of the products at the plant gate, less certain expenses.
DSW has granted a sub‑concession to Dead Sea Bromine Ltd. to produce bromine and its compounds from the Dead Sea, the expiration date of which is concurrent with DSW’s concession. The royalties in respect of the products manufactured by Dead Sea Bromine are received by DSW which then pays them to the State of Israel. Royalties are also paid by Dead Sea Magnesium based on carnallite (the raw material for potash) used in its production of magnesium.
ICL Group Limited Consolidated Financial Statements 72
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (2) | Rotem Amfert Israel (hereinafter – “ICL Rotem”) |
ICL Rotem has been mining phosphates in the Negev in Israel for more than sixty years. The mining activities are carried out pursuant to a phosphate mining concession granted by the Supervisor of Mines under the Mines Ordinance, as required by Israel’s Ministry of Energy. In addition to the concession, ICL Rotem operates under authorizations issued by the Israel Lands Authority (the Land Authority). The concession relates to quarries (of phosphate rock), whereas the authorizations cover the use of land as active mining areas.
Mining Concession and Licenses
On December 29, 2024, ICL Rotem was granted a new mining concession which includes the fields of Rotem, Hatrurim, Zafir Field, and Oron-Zin, as well as Oron north, for a period of up to 20 years, effective January 1, 2025, through December 31, 2044, provided that the mining operation continues to be on a commercial viable basis. The concession was granted following a competitive process conducted by Israel Ministry of Energy and Infrastructure. The new concession extends the Company's obligations under the previous concession to assure restoration of its mining and plants areas according to outlined requirements attached to the new concession, in addition to a bank guarantee issued by ICL Rotem in the amount of about $16 million.
Following the issuance of the new concession by the Ministry of Energy, a petition was filed with the Supreme Court of Israel challenging the competitive process under which the concession was granted. On May 7, 2025, the Supreme Court rejected the petition.
Lease Agreements
As of the reporting date, ICL Rotem has one lease agreement in effect until 2041. In addition, the Company has two other lease agreements: one for the Zin plant, which expired in 2024 and is currently under renewal process with the Land Authority, and another for the Oron plant, which expired in 2017. Regarding the Oron plant, the Land Authority has agreed to renew the lease until the end of 2044, and the parties are in the process of entering into a new lease agreement. In addition, the Land Authority has extended the current mining permit agreement until a new agreement enters into force under the new concession.
Mining Royalties
According to the terms of the concession, ICL Rotem is required to pay royalties to the State of Israel for mining Phosphate.
In accordance with the Mines Ordinance (Third Addendum A), the royalty rate for production of phosphates is 5 % of the value of the quarried material. In 2021, the Ministry of Energy issued an amendment to the Third Addendum A, which anchors and clarifies the basis for calculating royalty components.
ICL Group Limited Consolidated Financial Statements 73
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (2) | ICL Rotem (cont'd) |
Zoning
The mining and quarrying activities require a zoning approval of the site based on a plan in accordance with Israel’s Planning and Building Law, 1965. Such plans are updated, as needed. As of the reporting date, there are several requests at various stages of deliberation pending for consideration by planning authorities.
Zin-Oron area - In 2016, the Southern District Committee for Planning and Construction approved a detailed site plan for mining phosphates in the Zin‑Oron area (the Plan). The Plan, which covers an area of about 350 square kilometers, will permit the continued mining of phosphate located in the Zin valley and in the Oron valley for a period of 25 years or until the exhaustion of the raw material – whichever occurs first, with the possibility of an extension (under the authority of the District Planning Board). In addition, in May 2025, a new mining plan for the northern Oron area, covering approximately 0.3 square kilometers, was approved.
In connection with the approval of the mining plan for the northern Oron area, on June 30, 2025, a petition was filed with the Be'er Sheva District Court objecting to the District Committee for Planning and Construction's approval, alleging material deficiencies in the approval process. The Company submitted its response to the petition in September 2025, and a court hearing was held on January 2026. The proceedings are ongoing.
Rotem's phosphate rock reserves
The Company is promoting a plan to mine phosphates in the Barir field, located in the southern part of the South Zohar deposit in the Negev Desert. In 2015, the National Planning and Building Council (hereinafter – the National Council) approved a Policy Document regarding Mining and Quarrying of Industrial Minerals, which included a recommendation to permit phosphate mining in the South Zohar deposit and to advance a detailed National Outline Plan for the Barir field mining site. According to the recommendation of the National Council, the government’s Housing Cabinet approved the National Outline Plan (hereinafter - NOP 14B).
In 2018, the Minister of Health filed an appeal against the said approval, requiring compliance with the Ministry of Health’s recommendation to conduct a survey regarding the health impact at each site included in NOP 14B. As part of a discussion in the Housing Cabinet regarding the appeal, it was decided, with the consent of the Ministries of Health, Finance and Energy, to remove the appeal and to approve NOP 14B, which was subsequently formally published.
In addition, it was decided to establish a team with representatives from the Treasury, Health, Transportation, Environmental Protection and Energy ministries (hereinafter – The Inter-Ministerial Team), which will present a report to the Housing Cabinet that includes health aspects for NOP 14B.
ICL Group Limited Consolidated Financial Statements 74
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (2) |
ICL Rotem (cont'd)
|
In 2018 and 2019, petitions were submitted to Israel’s Supreme Court by the municipality of Arad and by residents of the Bedouin community in the "Arad Valley" against the National Council, the Government of Israel and ICL Rotem, to revoke the approval of NOP 14B and to order the National Council to discuss the NOP directives, while giving proper weight to the health risk.
In 2020, the Inter-Ministerial Team reached an outline agreement regarding the examination of health aspects of NOP 14B, which, according to the State, constitutes an appropriate response for the review of potential health hazards on which the petitions focus.
In 2021, the Supreme Court decided to reject the petitions following a preliminary decision by the National Planning and Building Council to incorporate the main points of the outline agreement in the provisions of NOP 14B.
At the end of 2021, the Housing Cabinet re-approved the amended NOP 14B, following which the former Minister for Environmental Protection submitted a request for a government review of past decisions prior to promoting the Detailed NOP for the Barir field. In accordance with the decision of the Ministry of the Interior, a deliberation of the matter should have been held by July 2022.
The Company filed a petition with the Israel's Supreme Court on July 9, 2025, against the Israeli Government in the absence of any progress in promoting the detailed NOP for the Barire field. On September 7, 2025, the Government of Israel issued a decision to promote the NOP, rendering the continuation of the legal proceeding in the petition unnecessary. Accordingly, the petition was withdrawn by mutual consent.
In September 2025, the Municipality of Arad filed a petition against the Government of Israel and the Company, seeking to revoke the government’s decision and requesting an interim order to halt its advancement. On October 15, 2025, the Supreme Court rejected the request for an interim order and instructed the respondents to submit their response to the petition. On December 15, 2025, the Company submitted its response to the petition.
According to the Company's assessment, the estimated useful life of Rotem's phosphate rock reserves, suited for its specialty products, in its existing mining areas is limited. The Company is making efforts to promote suitable alternatives for additional resources that will secure its future phosphate operations at ICL Rotem. As part of these efforts, the Company continues to advance several pilot development projects. Some of which have been successful in adapting the usage of different grade types of phosphate rock for the Company’s products as part of an effort to utilize and increase existing phosphate reserves. In addition, it is working to advance future mining of phosphate rock in other areas, subject to permits and approvals.
ICL Group Limited Consolidated Financial Statements 75
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (2) |
ICL Rotem (cont'd)
|
The Company estimates that it is more likely than not that it will be able to continue its phosphate operations at ICL Rotem by obtaining the required additional resources within a time frame that is not expected to materially affect the Company's results. Nevertheless, there is no certainty regarding the extent of future phosphate rock resources in other areas, or that the Company will succeed in obtaining the required approvals and permits for them, and, even if they are granted, the timing at which they will be received. Also, there is no certainty that the development of pilot projects will succeed in utilizing and increasing existing phosphate reserves or that they will be economically viable. Failure to obtain the additional resources, or a significant delay in obtaining them, may lead to discontinued production at Rotem, and, as a result, to a material impact on the Company's business, financial position and results of operations.
Other regulations
| • |
Emission Permit - In January 2024, a new emission permit was issued to ICL Rotem under the Israeli Clean Air Act (hereinafter - the Law) valid until January 2031. The Company is in active discussions with Israel’s Ministry of Environmental Protection (MoEP) to assure adherence to all conditions outlined in the permit, including those specified in an administrative order under Section 45 of the Law, and to achieve satisfactory resolutions to notable timeline execution challenges for a limited number of projects.
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| • |
Phosphogypsum storage - In 2021, a new Urban Building Plan was approved (the 2021 plan), the main objectives of which are to regulate areas for phosphogypsum storage reservoirs.
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Regarding the phosphogypsum waste ponds, under the 2021 plan, Pond 5, which has been operational since 2018, is permitted for use until the end of its expected operational life, currently expected in 2027. On December 14, 2025, following an extended regulatory process, the District Committee for Planning approved the validation of the reuse plan for Pond 4, subject to the fulfillment of certain conditions (the - Plan). The Plan was published on December 18, 2025, and came into force on January 1, 2026. In parallel, in order to ensure a storage solution at the end of Pond 4’s operational life in 2030, the Company is advancing a plan to establish Pond 6 in accordance with understandings reached with certain authorities.
On December 31, 2025, petitions were filed with the Supreme Court and the District Court in Israel by private parties against the approval of the Plan and its conditions. Alongside the petitions, the applicants submitted applications for interim injunctions to suspend the enforcement of the Plan. These applications were rejected by both the Supreme Court and the District Court.
ICL Group Limited Consolidated Financial Statements 76
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
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| (3) |
ICL Iberia – a subsidiary in Spain
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ICL Iberia was granted mining rights under Spanish government legislation enacted in 1973, along with its accompanying regulations. Pursuant to the special mining regulations, ICL Iberia received individual licenses for each of the 126 different sites relevant to its current and future mining operations. Some of these licenses are valid until 2037, while the remainder are effective through 2067.
ICL Iberia operates a potash production center in Suria, which requires, among other things, both an environmental mining license and an urban license. Up to 2020, ICL Iberia operated two potash production centers in Suria and Sallent. However, as part of an efficiency plan, the Company consolidated its activities into one site by expanding the Suria production site and discontinuing potash production at the Sallent site.
ICL Iberia holds both an urban license for the Suria site and an environmental mining license that complies with updated environmental protection regulations in Spain (Autoritzacio Substantive). In 2021, ICL Iberia was granted an updated environmental mining license, an Environmental Impact Assessment, and new urban permits, which together support increased processing volumes and expanded salt piling capacity at Suria.
In 2022, an Urban Master Plan (PDU) was approved, modifying the urban qualification of the area and increasing the permitted height of the salt pile, thereby enabling the accumulation of an additional approximately 10 million tonnes of salt. This additional capacity is expected to support salt piling in the coming years until the implementation of a new collector system for salt removal. For further details, see Note 18(A)(3).
In July 2024, the Urban development Plan was approved, and the Environmental Impact Assessment was issued on March 4, 2025, followed by Final Mining Approval on June 6, 2025. The final operating license was granted on November 6, 2025, allowing the initiation of construction for the extension, as well as the piling of part of the salt in the existing Salt deposit.
| (4) |
United Kingdom
|
| A. |
ICL Boulby, ICL's subsidiary in the UK, holds onshore and offshore mineral leases and licenses that allow for the extraction of various minerals, along with numerous easements and rights of way from private landowners. The offshore mineral field is leased from The Crown Estate on a production royalty basis and includes provisions for the exploration and exploitation of all targeted and known polyhalite and salt mineral resources of interest to ICL Boulby.
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ICL Boulby has been actively engaged in negotiations with the private property owners and in 2025 secured the renewal of two existing lease agreements. The renewal of the remaining leases has been referred to the High Court of Justice in London for a decision regarding the applicable calculation mechanism for the lease fees payable. The Company estimates that the proceedings will be concluded in the first half of 2026. In addition to the leases subject to court proceedings, ICL Boulby also holds 15 active leases with expiration dates ranging from 2026 to 2073.
ICL Group Limited Consolidated Financial Statements 77
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (4) |
United Kingdom (cont'd)
|
| A. |
(cont'd)
|
Historically, lease renewals have not posed significant challenges. ICL Boulby believes that all land and mineral leases will be renewed as required and expects to obtain all necessary government approvals and permits for the continued exploitation of all targeted mineral resources.
In 2022, the North York Moor National Planning Authorities (hereinafter - NYMNPA) granted planning permission for the extraction of polyhalite and salt through 2048. As part of the approval, ICL Boulby was required to submit management plans for NYMNPA's approval. As of the reporting date, all required plans are completed and approved.
Regarding mining royalties, ICL Boulby pays royalties at a rate of 2.1 %, which amounted to about $1.5 million in 2025
| B. |
A UK subsidiary within the Growing Solutions segment (hereinafter – Everris Limited) owns peat mines in the UK (Creca, Nutberry, and Douglas Water). Peat is used as a component in the production of professional growing media. The extraction permits for Creca site are valid until the end of 2051, and the site is currently operational. However, mining activity at the Nutberry and Douglas Water sites ceased in 2024, following the expiration of their respective permits. Restoration activities at these sites have commenced and are currently ongoing.
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| (5) |
YPH - China
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Mining Concessions
YPH, ICL's subsidiary in China, which is equally owned with Yunnan Yuntianhua Corporation Ltd. ("YYTH"), holds a phosphate mining license that was issued in 2015 by the Division of Land and Resources of the Yunnan district in China for the Haikou Mine (hereinafter – Haikou) which is valid until January 2043.
Natural Resources Royalties
With respect to the mining rights, in accordance with China "Natural Resources Tax Law", YPH pays royalties of 8 % on the selling price based on the market price of the rock prior to its processing. The total royalties paid in 2025 were about $4.4 million.
ICL Group Limited Consolidated Financial Statements 78
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities
|
| (1) |
Ecology
|
| A. |
In June 2022, an unexpected flow of brine was discovered above ground at the outskirts of an alluvial fan area, which, according to initial assessment by the Company, appears to have resulted from a combination of seepage from the feeder canal of ICL Dead Sea’s pumping station P-9 (hereinafter - P-9) and unique ground conditions, which, according to the Company's estimation, does not exceed the approved design specifications of P-9. The Company installed sealing sheets over an approximately 2km long section of the 15km feeder canal in the area of the fan, according to the instruction of Israel's Nature and Parks Authority. The Company is in discussions with the MoEP regarding the implementation of the remaining corrective requirements.
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Following the event, a hearing process was held during which the District Manager of the Ministry of Environmental Protection (MoEP) recommended to open an investigation by the Green Police. To the best of the Company’s knowledge, the Green Police initiated an investigation, the results of which cannot be estimated.
| B. |
In 2017, the Israeli Water Law was amended, according to which saline water of the kind produced for Dead Sea plants by the Company's own water drilling is charged with water fees. In October 2021, following the Company’s objection to the imposition of water fees for drilling within the concession area, the Water Authority informed the Company that such fees would not apply. This decision was based on the legal opinion issued by the Israeli Ministry of Justice (the Opinion), according to which the royalties arrangement established in the Dead Sea Concession Law, 5771-1961, constitutes the exclusive legal framework for payment in connection with water extraction in the concession area, and that imposing additional water fees beyond the royalties is not legally permissible. In September 2022, two petitions were filed with the Supreme Court of Israel by certain non-profit organizations against the Water Authority, Israel’s Attorney General, the Ministry of Justice, Mekorot Water Company Ltd. and the Company.
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The petitioners requested that the Court rule that the Opinion was incorrect and that, accordingly, the Company should be obligated to pay water fees for saline water extracted from wells within the concession area, in addition to royalties, retroactively from 2018. On December 3 ,2025, the Supreme Court rendered its ruling, accepting the petitions and determining that the Company is obligated to pay water fees retroactively from 2018. As a result, the Company recorded a provision in the amount of $94 million, of which $80 million relates to prior years. Subsequently, on December 18, 2025, the Company filed a motion for a further hearing before the Supreme Court.
ICL Group Limited Consolidated Financial Statements 79
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
| (1) |
Ecology (cont'd)
|
| C. |
In 2021, a decision was rendered by the Israel Water Authority, despite the Company's objection, that the Company's status should be changed to a "Consumer-Producer", as defined in the Water Law, commencing with the Water Authority's production license, issued to the Company for 2021. In December 2023, after the Company’s appeal was rejected by the Water Court, the Company appealed against this decision to the Supreme Court. Following the Israel Water Authority's response to the appeal, a hearing was set for March 2026. The Company has made sufficient provision in its financial statements.
|
Concurrently, in 2022, the Movement for the Quality of Government in Israel (MQG) filed an appeal requesting that the Water Court compel the Water Authority to apply the Company's reclassification retroactively to 2018. In January 2024, the Water Court accepted the Company's request to postpone the proceedings on MQG's appeal until a final ruling is issued by the Supreme Court regarding the Company’s own appeal concerning its “Consumer-Producer” classification. The assessment of the Company is that it is more likely than not that the appeal filed by MQG will be rejected.
| D. |
In 2020, an application for a class action (the Application) was filed in the Beer Sheva District Court in Israel against the Company, the Company's subsidiary, ICL Rotem, and certain of the Company's present and past officeholders, by a number of local residents in the Arava region in the south of Israel (hereinafter – the Applicants). The Applicants claim that discharge, leakage and seepage of wastewater from ICL's Zin site allegedly caused various environmental hazards to the Zin stream, which resulted in damage to various groups in Israel’s population, including: the Israeli public as the Zin stream property owners; those who avoided visiting Zin stream due to the environmental hazards; visitors of Zin stream who were exposed to the aforementioned hazards and the residents of the area near Zin stream who were affected by the hazards. Accordingly, the Applicants request several remedies, including restitution and compensation for the damage that they claim was caused to the various groups in a minimum amount of NIS
|
In November 2022, the parties signed a procedural arrangement to resort to a mediation process in an attempt to settle the dispute outside of court. The Nature and Parks Authority (hereafter - NPA), which was not a party to the original application, also signed the agreement, and by virtue of it, it joined the Application and the mediation process. As a result, all proceedings before the court, including requests for temporary relief, were suspended. As part of the procedural arrangement, the transfer of approximately 5.5 million NIS from the Company to NPA was approved to fund the NPA’s palm trees rescue operations at Neot Zin and Akrabim for the years 2022-2026.
The Company rejects all the said allegations. Considering the preliminary stage of the proceeding and the lack of precedents for such cases in Israel, including the related insurance aspects, and in light of the transition to a mediation procedure, it is difficult to estimate its outcome. No provision has been recorded in the Company's financial statements.
ICL Group Limited Consolidated Financial Statements 80
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
| (1) |
Ecology (cont'd)
|
| E. |
In July 2019, an application for approval of a claim as a class action was submitted to the Jerusalem District Court by an Israeli environmental association (hereafter - the Applicant) against 30 defendants, including Fertilizers and Chemicals Ltd., a subsidiary of the Company (hereinafter – the Respondents). The application includes claims relating to air pollution in Haifa Bay (located in northern Israel) and to alleged illness therefrom to the population of the said area.
|
Within the framework of the petition, the Applicant requests declarative relief and the establishment of a mechanism for compensation awards, without specifying their amount, or alternatively, for splitting remedies to allow each group member to sue for damages in a separate proceeding. In January 2022, the Company filed its objection to the petition. Considering the limited precedents of such cases in Israel, it is difficult to estimate the outcome of the proceeding. No provision has been recorded in the Company's financial statements.
| F. |
In 2018, an application for certification of a claim as a class action was filed with the Be’er Sheva District Court by two groups: the first class constituting the entire public of the State of Israel and the second-class constituting visitors to the Bokek stream and the Dead Sea (hereinafter – the Applicants), against the Company’s subsidiaries, ICL Rotem and Periclase Dead Sea Ltd. (hereinafter – the Respondents).
|
According to the claim, the Respondents have allegedly caused continuous, severe and extreme environmental hazards through pollution of the “Judea group – Zafit formation” groundwater aquifer (hereinafter – the Aquifer) and the Ein Bokek spring with industrial wastewater, and, in doing so, the Respondents have violated various provisions of property law and environmental protection law, including the provisions of the Law for Prevention of Environmental Hazards and the Water Law, as well as violations relating to the Torts Ordinance – breach of statutory duty, negligence and unjust profits. The leakage began in the 1970’s during which time the Company was government-owned and ended by 2000.
As a result, the Court was requested to order the Respondents to eliminate the proprietary violation in reference to the Aquifer and Bokek stream by restoration thereof and to pay the public compensation in an estimated amount of NIS 1.4 billion (about $435 million).
In April 2022, the Be'er Sheva District Court dismissed the application on the grounds of statute of limitations and property rights. In October 2023, Israel's Supreme Court ruled on the appeal, dismissing the plaintiffs' claim regarding property rights, and accordingly, dismissing the application for certification on behalf of the entire public of the State of Israel, yet accepted the appeal with regards to the statute of limitations claim, and ruled that application for certification is approved for a limited class consisting of visitors to the Bokek stream. In accordance with this ruling, the application for certification, limited to this group, will be reviewed by the District Court.
ICL Group Limited Consolidated Financial Statements 81
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
| (1) |
Ecology (cont'd)
|
| F. |
(cont'd)
|
With the renewal of the proceedings in the District Court, the plaintiffs filled a request for interim relief regarding the restoration of the Bokek stream to which the Court ordered the State to respond. In September 2024, the State filed its response to the motions for temporary relief measures. According to the response, a distinction must be made between the question of responsibility and the question of how the remedies for formulating the rehabilitation solutions are being carried out, with the latter not being under the Court’s jurisdiction but rather in the hands of the State’s certified parties. Regarding the question of responsibility, the State supports the plaintiff’s position.
In addition, in September 2024, the parties reached a deliberative arrangement by which the parties will pursue an agreed mechanism for the improvement of the water flow in the reserve.
Since the judgement of the Supreme Court mainly addressed preliminary questions, without discussion of the Respondent's responsibility or the amount of damages, and even explicitly stated that certain questions remained open in the judgment of the District Court and were not decided by the Supreme Court, it is difficult to estimate the proceeding’s outcome. No provision has been recorded in the Company's financial statements.
| G. |
In 2015, a request for certification of a claim as a class action was filed with the Tel Aviv-Jaffa District Court against eleven defendants, including the subsidiary Fertilizers and Chemical Ltd., in respect of claims relating to air pollution in Haifa Bay and the alleged harm caused to its residents. The amount of the claim was about NIS
|
| (2) |
Increase in the level of the evaporation pond in Sodom (hereinafter – Pond 5)
|
Minerals from the Dead Sea are extracted through a solar evaporation process, during which salt precipitates and accumulates on the bed of Pond 5, located at one of DSW's sites. The process results in the formation of a salt layer of approximately 15 million cubic meters per year. Maintaining the required brine volume in Pond 5 is essential for the continued production of raw materials. A failure to preserve a constant brine volume could lead to a reduction in production capacity.
In addition, an increase in the water level of Pond 5 above a certain threshold may cause structural damage to the foundations of hotel buildings located near the shoreline, the Neve Zohar settlement, and other infrastructure situated along the western edge of Pond 5. Construction of the hotel-adjacent section has been completed, and work in the intermediate area between hotel complexes, led by the Dead Sea Preservation Government Company Ltd., is near completion.
ICL Group Limited Consolidated Financial Statements 82
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
| (2) |
Pond 5 (cont'd)
|
Maintaining the water level at or below 15.1 meters — the level reached at the end of 2021 — was achieved through a joint project by the Dead Sea Preservation Government Company Ltd. and DSW (which funded 39.5 % of the project's cost). This project involved constructing coastal defenses, including raising the dyke along the western beachfront adjacent to the hotels and installing a subterranean water-lowering system. Construction of the hotel-adjacent section has been completed, and work in the intermediate area between hotel complexes, led by the Dead Sea Preservation Government Company Ltd., is nearing completion.
Since 2022, brine volume in Pond 5 has been maintained through the Salt Harvesting Project (the "Permanent Solution"), approved by the National Infrastructures Committee and the Israeli Government. The project includes the construction of the P-9 pumping station. As of the reporting date, the water level of Pond 5 has not exceeded the maximum permitted height (15.1 meters).
The Permanent Solution, agreed upon with the Israeli Government in 2012, is intended to regulate the water level of Pond 5 through ongoing salt harvesting and transfer of the salt to the Northern Basin of the Dead Sea, and is designed to remain in effect until the end of the current concession period in 2030. According to the agreement, the planning and execution of the Permanent Solution will be performed through the Salt Harvesting Project by DSW. It also stipulates that, from January 1, 2017, the water level in the pond must not exceed 15.1 meters. Nevertheless, in the event of material delays resulting from exceptional planning requirements or judicial decisions – and provided the Company has not violated its obligations – the Company may request to temporarily exceed the permitted water level.
The Company and the State of Israel bear 80 % and 20 %, respectively, of the cost of the Permanent Solution. However, the State's share will not exceed NIS 1.4 billion. For further information, see 18(1) above.
| (3) |
In connection with the Harmonization Project (to create one global ERP system) which was discontinued in 2016 by a decision of the Company's Board of Directors, in December 2018, the Company filed a lawsuit in the Tel Aviv District Court against IBM Israel, the leading project provider (hereinafter – IBM), in the amount of $
|
In March 2019, IBM filed its statement of defense, together with a counterclaim against the Company, according to which IBM claims that ICL allegedly refrained from making certain payments, conducted negotiations in bad faith, and terminated the project unilaterally, in a way that harmed IBM's reputation and goodwill and therefore claims an amount of about $53 million (about ILS 170 million), including VAT and interest. In June 2019, the Company filed a statement of defense with respect to the counterclaim in which the Company rejected all of IBM's claims.
ICL Group Limited Consolidated Financial Statements 83
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
| (3) |
(cont'd)
|
In January 2021, IBM filed a request for dismissal including the deletion of the remedies claimed by the Company arising from the termination of the agreement between the parties, which was rejected by the Court in March 2022. In August 2021, the Company filed a request to delete IBM's statements of claim, on the grounds that IBM acted in order to delay, burden and disrupt a professional expert's work, and thus to impair the documents discovery process. In March 2022, the Court rejected the request.
In September 2024, a concluding pre-trial hearing was held in which it was decided, among other things, to appoint an expert on behalf of the court. In February 2025, the Court notified that it was considering appointing an expert on its behalf and determined that the parties should submit a joint statement by March 2025, which will include the expert's response to the agreed list of questions.
In March 2025, the parties notified the Court of their agreement to enter into a mediation process in an effort to resolve the disputes between them. As of the reporting date, the mediation process is ongoing.
Considering the complexity of the claims and in light of the transition to a mediation procedure, it is difficult to estimate the outcome. Nevertheless, the Company believes it is more likely than not that IBM's claims in its counterclaim will be rejected.
| (4) |
In addition to the contingent liabilities, as stated above, as of the reporting date the contingent liabilities regarding the matters of environmental protection and legal claims which are pending against the Group are in immaterial amounts. It is noted that part of the above claims is covered by insurance. According to the Company’s estimation, the provisions recognized in its financial statements are sufficient.
|
ICL Group Limited Consolidated Financial Statements 84
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 19 – Equity
| A. |
Composition:
|
|
As of December 31, 2025
|
As of December 31, 2024
|
|||
|
Authorized
|
Issued and paid
|
Authorized
|
Issued and paid
|
|
|
Number of ordinary shares of Israeli Shekel 1 par value (in millions)
|
|
|
|
|
|
Number of Special State shares of Israeli Shekel 1 par value
|
|
|
|
|
(*) For information regarding the amount of treasury shares, see Note 19.G.
The reconciliation of the number of shares outstanding at the beginning and end of the year is as follows:
|
Number of Outstanding Shares (in millions)
|
|
As of January 1, 2024
|
|
|
Issuance of shares
|
|
|
As of December 31, 2024
|
|
|
Issuance of shares
|
|
|
As of December 31, 2025
|
|
ICL Group Limited Consolidated Financial Statements 85
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 19 – Equity (Cont'd)
| B. |
Rights conferred by the shares
|
| (1) |
The ordinary shares grant their holders voting rights in General Meetings of the Company, the right to participate in shareholders’ meetings, the right to receive dividends, and the right to a share in excess assets upon liquidation of ICL.
|
| (2) |
The Special State of Israel Share, is held by the State of Israel for the purpose of monitoring matters of vital interest to the State of Israel, grants special rights to make decisions, among other things, on the following matters:
|
| - |
Sale or transfer of company assets, which are “essential” to the State of Israel, not in the ordinary course of business.
|
| - |
Voluntary liquidation, change or reorganization of the organizational structure of ICL or merger (excluding mergers of entities controlled by ICL, directly or indirectly, that would not impair the rights or power of the Government, as holder of the Special State Share).
|
| - |
Any acquisition or holding of
|
| - |
The acquisition or holding of
|
| - |
Any percentage of holding of the Company’s shares, which grants its holder the right, ability or actual possibility to appoint, directly or indirectly, such number of the Company’s directors equal to half or more of the Company’s directors appointed.
|
In 2018, an inter-ministerial team was established, led by the Ministry of Finance, with the purpose of regulating the authority and oversight concerning the Special State Share, as well as reducing the regulatory burden. In January 2019, the team's work was suspended. The Company is unable to estimate if or when the team's work will resume, or its potential impact.
ICL Group Limited Consolidated Financial Statements 86
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 19 – Equity (cont'd)
| C. |
Share-based payments
|
| 1. |
Non-marketable options
|
|
Grant date
|
Employees entitled
|
Number of instruments (thousands)
|
Issuance's details
|
Instrument terms
|
Vesting conditions
|
Expiration date
|
|
February 14, 2017
|
Former CEO
|
|
|
|
3 equal tranches:
(1) one third at the end of 12 months after the grant date
(2) one third at the end of 24 months after the grant date
(3) one third at the end of 36 months after the grant date
|
|
|
June 20, 2017
|
Officers and senior employees
|
|
|
|||
|
August 2, 2017
|
Former chairman of BOD
|
|
||||
|
March 6, 2018
|
Officers and senior employees
|
|
|
|||
|
May 14, 2018
|
CEO
|
|
|
|||
|
August 20, 2018
|
Former chairman of BOD
|
|
|
|||
|
April 15, 2019
|
Officers and senior manager
|
|
2 equal tranches:
(1) half at the end of 24 months after the grant date.
(2) half at the end of 36 months after the grant date.
|
|
||
|
June 27, 2019
|
CEO
|
|
||||
|
May 29, 2019 *
|
Chairman of BOD
|
|
||||
|
June 30, 2021
|
Senior employees
|
|
||||
|
February 8, 2022
|
Senior employees
|
|
3 equal tranches:
(1) one third at the end of 12 months after the grant date
(2) one third at the end of 24 months after the grant date
(3) one third at the end of 36 months after the grant date
|
|||
|
March 30, 2022
|
CEO
|
|
||||
|
March 30, 2022
|
Chairman of BOD
|
|
||||
|
February 14, 2023
|
Senior managers
|
|
||||
|
April 4, 2024
|
Officers and senior managers
|
|
||||
|
March 6, 2025
|
Chairman of BOD
|
|
||||
|
March 13, 2025
|
CEO
|
|
||||
|
April 1, 2025
|
Senior manager
|
|
||||
|
May 1, 2025
|
Senior manager
|
|
||||
|
July 6, 2025
|
Certain officers and senior managers
|
|
||||
|
December 7, 2025
|
Senior executive
|
|
||||
|
January 4, 2026
|
Senior executive
|
|
| * |
The options were issued upon Mr. Doppelt's entry into office on July 1, 2019.
|
ICL Group Limited Consolidated Financial Statements 87
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 19 – Equity (cont'd)
| C. |
Share-based payments (cont'd)
|
| 1. |
Non-marketable options (cont'd)
|
|
Additional Information
The options issued to the employees in Israel are covered by the provisions of Section 102 of the Israeli Income Tax Ordinance. The issuance is performed through a trustee under the Capital Gains Track. The exercise price is linked to the known CPI as of the date of payment, which is the exercise date. When the Company distributes a dividend, the exercise price is reduced on the “ex dividend” date, by the amount of the dividend per share (gross), based on the amount in NIS thereof at the effective date.
The fair value of all other options was estimated using the Black & Scholes model for pricing options. The parameters used in applying the models are as follows:
|
2014 Plan
|
||||||||
|
Granted 2017
|
Granted 2018
|
Granted 2019
|
Granted 2021
|
Granted 2022
|
Granted 2023
|
Granted 2024
|
Granted 2025
|
|
|
Share price (in $)
|
|
|
|
|
|
|
|
|
|
CPI-linked exercise price (in $)
|
|
|
|
|
|
|
|
|
|
Expected volatility:
|
||||||||
|
First tranche
|
|
|
|
|
|
|
|
|
|
Second tranche
|
|
|
|
|
|
|
|
|
|
Third tranche
|
|
|
|
|
|
|
|
|
|
Expected life of options (in years):
|
||||||||
|
First tranche
|
|
|
|
|
|
|
|
|
|
Second tranche
|
|
|
|
|
|
|
|
|
|
Third tranche
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate:
|
||||||||
|
First tranche
|
|
|
(
|
|
(
|
|
|
|
|
Second tranche
|
|
|
(
|
|
(
|
|
|
|
|
Third tranche
|
|
|
|
|
(
|
|
|
|
|
Fair value (in $ millions)
|
|
|
|
|
|
|
|
|
|
Weighted average grant date fair value per option (in $)
|
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 88
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 19 – Equity (cont'd)
| C. |
Share-based payments (cont'd)
|
| 1. |
Non-marketable options (cont'd)
|
|
The expected volatility was determined based on the historical volatility in the Company’s share prices in the Tel-Aviv Stock Exchange.
The expected life of the options was determined according to Management’s estimate of the period in which the employees will hold the options, taking into consideration their position with the Company.
The risk‑free interest rate was determined based on the yield to maturity of shekel‑denominated Israeli Government debentures, with a remaining life equal or similar to the anticipated life of the option.
The cost of the benefit embedded in the options and shares from the amended 2014 Equity Compensation Plan is recognized in the statement of income over the vesting period of each portion. Accordingly, in 2025, 2024, and 2023, the Company recorded expenses of $12 million, $10 million and $7 million, respectively.
The movement in the options is as follows:
|
Number of options (in millions)
|
|
|
Balance as of January 1, 2024
|
|
|
Movement in 2024:
|
|
|
Granted during the year
|
|
|
Exercised during the year
|
(
|
|
Total options outstanding as of December 31, 2024
|
|
|
Movement in 2025:
|
|
|
Granted during the year
|
|
|
Forfeited during the year
|
(
|
|
Exercised during the year
|
(
|
|
Total options outstanding as of December 31, 2025
|
|
ICL Group Limited Consolidated Financial Statements 89
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 19 – Equity (cont'd)
| C. |
Share-based payments (cont'd)
|
| 1. |
Non-marketable options (cont'd)
|
|
The exercise prices for options outstanding at the beginning and end of each period are as follows (in US dollar):
|
December 31, 2025
|
December 31, 2024
|
December 31, 2023
|
|
Granted in 2017
|
|
|
|
|
Granted in 2018
|
|
|
|
|
Granted in 2019
|
|
|
|
|
Granted in 2021
|
|
|
|
|
Granted in 2022
|
|
|
|
|
Granted in 2023
|
|
|
|
|
Granted in 2024
|
|
|
|
|
Granted in 2025
|
|
|
|
The number of outstanding vested options at the end of each period and the weighted average of the exercise price for these options are as follows (*):
|
December 31, 2025
|
December 31, 2024
|
December 31, 2023
|
|
Number of options exercisable (in Millions)
|
|
|
|
|
Weighted average exercise price in Israeli Shekel
|
|
|
|
|
Weighted average exercise price in US dollar
|
|
|
|
(*) The share price as of December 31, 2025, is NIS 18.30 (approximately $5.74 ).
The range of exercise prices for the options outstanding vested at the end of each period is as follows:
|
December 31, 2025
|
December 31, 2024
|
December 31, 2023
|
|
Range of exercise price in Israeli Shekel
|
|
|
|
|
Range of exercise price in US Dollar
|
|
|
|
The average remaining contractual life expectancy for the outstanding vested options at the end of each period is as follows:
|
December 31, 2025
|
December 31, 2024
|
December 31, 2023
|
|
Average remaining contractual life
|
|
|
|
ICL Group Limited Consolidated Financial Statements 90
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 19 – Equity (cont’d)
| D. |
Dividends distributed to the Company's Shareholders
|
|
Date of dividend distribution by the Board of Directors
|
Actual date of dividend distribution
|
Gross dividend distributed ($ millions)
|
Dividend per share (in $)
|
|
February 14, 2023
|
|
|
|
|
May 9, 2023
|
|
|
|
|
August 8, 2023
|
|
|
|
|
November 7, 2023
|
|
|
|
|
Total 2023
|
|
|
|
|
February 26, 2024
|
|
|
|
|
May 8, 2024
|
|
|
|
|
August 12, 2024
|
|
|
|
|
November 10, 2024
|
|
|
|
|
Total 2024
|
|
|
|
|
February 25, 2025
|
|
|
|
|
May 18, 2025
|
|
|
|
|
August 5, 2025
|
|
|
|
|
November 11, 2025
|
|
|
|
|
Total 2025
|
|
|
|
|
February 17, 2026*
|
|
|
|
(*) The record date is March 10, 2026, and the payment date is March 25, 2026.
| E. |
Cumulative translation adjustment
|
The translation reserve includes all translation differences arising from translation of foreign operations’ financial statements.
| F. |
Capital reserves
|
The capital reserves include expenses for share‑based compensation to employees against a corresponding increase in equity (See item C above) and change in investment at fair value through other comprehensive income.
| G. |
Treasury shares
|
In 2008 and 2009, the Group acquired 22.4 million shares under a share purchase plan for a total consideration of approximately $258 million. As of the reporting date, the Group holds approximately 24.5 million shares.
ICL Group Limited Consolidated Financial Statements 91
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 20 - Details of Income Statement Items
|
For the year ended December 31
|
|||
|
2025
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Sales
|
|
|
|
|
Cost of sales
|
|||
|
Materials consumed
|
|
|
|
|
Cost of labor
|
|
|
|
|
Energy and fuel
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
For the year ended December 31
|
|||
|
2025
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Selling, transport and marketing expenses
|
|||
|
Land and Marine transportation
|
|
|
|
|
Cost of labor
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|||
|
Cost of labor
|
|
|
|
|
Professional Services
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|||
|
Cost of labor
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 92
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 20 - Details of Income Statement Items (cont’d)
|
For the year ended December 31
|
|||
|
2025
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Other income
|
|||
|
Contingent consideration
|
|
|
|
|
Legal claims
|
|
|
|
|
Rental Income
|
|
|
|
|
Insurance and energy tax refunds
|
|
|
|
|
Capital gain and profit from divestment
|
|
|
|
|
Employees benefits
|
|
|
|
|
Other
|
|
|
|
|
Other income recorded in the income statements
|
|
|
|
|
Other expenses
|
|||
|
Impairment, site closure, restoration costs and efficiency plan
|
|
|
|
|
Doubtful debts
|
|
|
|
|
Financial instrument at fair value
|
|
|
|
|
Provision for legal claims
|
|
|
|
|
Other
|
|
|
|
|
Other expenses recorded in the income statements
|
|
|
|
ICL Group Limited Consolidated Financial Statements 93
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 20 - Details of Income Statement Items (cont’d)
|
For the year ended December 31
|
|||
|
2025
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Financing income and expenses
|
|||
|
Financing income:
|
|||
|
Net gain from changes in exchange rates
|
|
|
|
|
Financing income in relation to employee benefits
|
|
|
|
|
Interest income from banks and others
|
|
|
|
|
Net gain from change in fair value of derivative designated as economic hedge
|
|
|
|
|
Net gain from change in fair value of derivative designated as cash flow hedge
|
|
|
|
|
|
|
|
|
|
Financing expenses:
|
|||
|
Net loss from change in fair value of derivative designated as economic hedge
|
|
|
|
|
Net loss from change in fair value of derivative designated as cash flow hedge
|
|
|
|
|
Interest expenses to banks and others
|
|
|
|
|
Financing expenses in relation to employees' benefits
|
|
|
|
|
Banks and finance institutions commissions (mainly commission on early repayment of loans)
|
|
|
|
|
Net loss from changes in exchange rates
|
|
|
|
|
Financing expenses
|
|
|
|
|
Net of borrowing costs capitalized
|
|
|
|
|
|
|
|
|
|
Net financing expenses recorded in the income statements
|
|
|
|
ICL Group Limited Consolidated Financial Statements 94
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 21 - Financial Instruments and Risk Management
| A. |
General
|
The Company has extensive international operations wherein it is exposed to credit, liquidity and market risks (including currency, interest and other price risks). In order to reduce the exposure to these risks, the Company holds financial derivative instruments, (including forward transactions, SWAP transactions, and options) to reduce the exposure to foreign currency risks, commodity price risks, energy and marine transport and interest risks. Furthermore, the Company holds derivative financial instruments to hedge the exposure and changes in the cash flows.
The transactions in derivatives are executed with large Israeli and non-Israeli financial institutions, and therefore Company management believes the credit risk in respect thereof is low.
This Note presents information about the Company's exposure to each of the above risks, and the Company's objectives, policies and processes for measuring and managing risk.
The Company regularly monitors its exposure and the extent of hedging transactions related to the various risks described below. Hedging activities are carried out in accordance with the Company's hedging policy, based on actual developments and market expectations.
ICL Group Limited Consolidated Financial Statements 95
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 21 - Financial Instruments and Risk Management (cont'd)
| B. |
Groups and measurement bases of financial assets and financial liabilities
|
|
As of December 31, 2025
|
||||
|
Financial assets
|
Financial liabilities
|
|||
|
Measured at fair value through the statement of income
|
Measured at amortized cost
|
Measured at fair value through the statement of income
|
Measured at amortized cost
|
|
|
$ millions
|
||||
|
Current assets
|
||||
|
Cash and cash equivalents
|
|
|
|
|
|
Short-term investments and deposits
|
|
|
|
|
|
Trade receivables
|
|
|
|
|
|
Other receivables
|
|
|
|
|
|
Foreign currency derivative designated as economic hedge
|
|
|
|
|
|
Foreign currency and interest derivative instruments designated as cash flow hedge
|
|
|
|
|
|
Non-current assets
|
||||
|
Foreign currency and interest derivative instruments designated as cash flow hedge
|
|
|
|
|
|
Other non-current assets
|
|
|
|
|
|
Total financial assets
|
|
|
|
|
|
Current liabilities
|
||||
|
Short-term debt
|
|
|
|
(
|
|
Trade payables
|
|
|
|
(
|
|
Other current liabilities
|
|
|
|
(
|
|
Foreign currency derivative designated as economic hedge
|
|
|
(
|
|
|
Foreign currency and interest derivative instruments designated as cash flow hedge
|
|
|
(
|
|
|
Non-current liabilities
|
||||
|
Long-term debt and debentures
|
|
|
|
(
|
|
Foreign currency and interest derivative instruments designated as cash flow hedge
|
|
|
|
|
|
Other non-current liabilities
|
|
|
|
(
|
|
Total financial liabilities
|
|
|
(
|
(
|
|
Total financial instruments, net
|
|
|
(
|
(
|
ICL Group Limited Consolidated Financial Statements 96
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 21 - Financial Instruments and Risk Management (cont'd)
| B. |
Groups and measurement bases of financial assets and financial liabilities (cont'd)
|
|
As of December 31, 2024
|
||||
|
Financial assets
|
Financial liabilities
|
|||
|
Measured at fair value through the statement of income
|
Measured at amortized cost
|
Measured at fair value through the statement of income
|
Measured at amortized cost
|
|
|
$ millions
|
||||
|
Current assets
|
||||
|
Cash and cash equivalents
|
|
|
|
|
|
Short-term investments and deposits
|
|
|
|
|
|
Trade receivables
|
|
|
|
|
|
Other receivables
|
|
|
|
|
|
Foreign currency derivative designated as economic hedge
|
|
|
|
|
|
Foreign currency and interest derivative instruments designated as cash flow hedge
|
|
|
|
|
|
Non-current assets
|
||||
|
Foreign currency and interest derivative instruments designated as cash flow hedge
|
|
|
|
|
|
Other non-current assets
|
|
|
|
|
|
Total financial assets
|
|
|
|
|
|
Current liabilities
|
||||
|
Short term debt
|
|
|
|
(
|
|
Trade payables
|
|
|
|
(
|
|
Other current liabilities
|
|
|
|
(
|
|
Foreign currency derivative designated as economic hedge
|
|
|
(
|
|
|
Foreign currency and interest derivative instruments designated as cash flow hedge
|
|
|
(
|
|
|
Non-current liabilities
|
||||
|
Long-term debt and debentures
|
|
|
|
(
|
|
Foreign currency and interest derivative instruments designated as cash flow hedge
|
|
|
(
|
|
|
Other non-current liabilities
|
|
|
|
(41)
|
|
Total financial liabilities
|
|
|
(
|
(
|
|
Total financial instruments, net
|
|
|
(
|
(
|
ICL Group Limited Consolidated Financial Statements 97
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 21 - Financial Instruments and Risk Management (cont'd)
| C. |
Credit risk
|
| (1) |
General
|
| (a) | Customer credit risks |
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and it arises mainly from the Company’s receivables from customers and from other receivables as well as from investments in securities.
The Company sells to a wide range and large number of customers, including customers with material credit balances. On the other hand, the Company does not have a concentration of sales to individual customers.
The Company has a regular policy of ensuring the credit risk of its customers by means of purchasing credit insurance with insurance companies, other than sales to government agencies and sales in small amounts. Most of all other sales are executed only after receiving approval of coverage in the necessary amount from an insurance company or other collaterals of a similar level. Part of the Brazilian companies are using uninsured model based on self-disclosure underwriting, with local collateral structure and credit committee policy.
The use of an insurance company as aforementioned ensures that the credit risk is managed professionally and objectively by an expert external party and transfers most of the credit risk to third parties. Nevertheless, the common deductible in credit insurance is 10 % (even higher in a small number of cases) thus the Company is still exposed to part of the risk, out of the total
In addition, the Company has an additional deductible cumulative annual amount of approximately $6 million through a wholly‑owned captive reinsurance company.
Most of the Company’s customers have been trading with the Company for many years and only rarely have credit losses been incurred by the Company. The financial statements include specific allowance for doubtful debts that appropriately reflect, in Management’s opinion, the credit loss in respect of accounts receivable which are considered doubtful.
(b) Credit risks in respect of deposits
The Company deposits its balance of liquid financial assets in bank deposits and in securities. All the deposits are with a diversified group of leading banks, preferably with banks that provide loans to the Company.
ICL Group Limited Consolidated Financial Statements 98
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 21 - Financial Instruments and Risk Management (cont'd)
| C. |
Credit risk (cont'd)
|
| (2) |
Maximum Exposure to credit risk
|
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
|
As of December 31
|
||
|
Carrying amount ($ millions)
|
||
|
2025
|
2024
|
|
|
Cash and cash equivalents
|
|
|
|
Short-term investments and deposits
|
|
|
|
Trade receivables
|
|
|
|
Other receivables
|
|
|
|
Derivatives
|
|
|
|
Other non-current assets
|
|
|
|
|
|
The maximum exposure to credit risk for trade receivables, at the reporting date by geographic region was:
|
As of December 31
|
||
|
Carrying amount ($ millions)
|
||
|
2025
|
2024
|
|
|
South America
|
|
|
|
Europe
|
|
|
|
Asia
|
|
|
|
North America
|
|
|
|
Israel
|
|
|
|
Other
|
|
|
|
|
|
| (3) |
Aging of debts and impairment losses
|
The aging of trade receivables at the reporting date was:
|
As of December 31
|
||||
|
2025
|
2024
|
|||
|
Gross
|
Impairment
|
Gross
|
Impairment
|
|
|
$ millions
|
$ millions
|
$ millions
|
$ millions
|
|
|
Not past due
|
|
(
|
|
|
|
Past due up to 3 months
|
|
(
|
|
(
|
|
Past due 3 to 12 months
|
|
(
|
|
(
|
|
Past due over 12 months
|
|
(
|
|
(
|
|
|
(
|
|
(
|
ICL Group Limited Consolidated Financial Statements 99
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 21 - Financial Instruments and Risk Management (cont'd)
| C. |
Credit risk (cont'd)
|
| (3) |
Aging of debts and impairment losses (cont'd)
|
The movement in the allowance for doubtful accounts during the year was as follows:
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
Balance as of January 1
|
|
|
|
Additional allowance
|
|
|
|
Changes due to translation differences
|
|
(
|
|
Balance as of December 31
|
|
|
| D. |
Liquidity risk
|
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to timely meet its liabilities, under both normal and stressed conditions, without incurring unwanted losses.
The Company manages the liquidity risk by holding cash balances, short-term deposits and secured bank credit facilities.
The following are the contractual maturities of financial liabilities, including estimated interest payments:
|
As of December 31, 2025
|
|||||
|
Carrying amount
|
12 months or less
|
1-2 years
|
3-5 years
|
More than 5 years
|
|
|
$ millions
|
|||||
|
Non-derivative financial liabilities
|
|||||
|
Short-term debt (not including current maturities)
|
|
|
|
|
|
|
Trade payables
|
|
|
|
|
|
|
Other current liabilities
|
|
|
|
|
|
|
Long-term debt, debentures and others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities – derivative instruments
|
|||||
|
Foreign currency and interest derivative designated as economic hedge
|
|
|
|
|
|
|
Foreign currency and interest derivative designated as cash flow hedge
|
|
|
|
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 100
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 21 - Financial Instruments and Risk Management (cont'd)
| D. |
Liquidity risk (cont'd)
|
|
As of December 31, 2024
|
|||||
|
Carrying amount
|
12 months or less
|
1-2 years
|
3-5 years
|
More than 5 years
|
|
|
$ millions
|
|||||
|
Non-derivative financial liabilities
|
|||||
|
Short-term debt (not including current maturities)
|
|
|
|
|
|
|
Trade payables
|
|
|
|
|
|
|
Other current liabilities
|
|
|
|
|
|
|
Long-term debt, debentures and others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities – derivative instruments
|
|||||
|
Foreign currency and interest derivative designated as economic hedge
|
|
|
|
|
|
|
Foreign currency and interest derivative designated as cash flow hedge
|
|
|
|
|
|
|
|
|
|
|
|
| E. |
Market risk
|
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the fair value or future cash flows of a financial instrument.
| 1. |
Interest risk
|
The Company has loans bearing variable interests and therefore its financial results and cash flows are exposed to fluctuations in the market interest rates.
From time to time, the Company uses financial instruments including derivatives in order to hedge this exposure. The Company uses interest rate swaps and cross currency swaps contracts mainly in order to reduce the exposure to cash flow risk in respect of changes in interest rates.
ICL Group Limited Consolidated Financial Statements 101
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 21 - Financial Instruments and Risk Management (cont'd)
| E. |
Market risk (cont'd)
|
| 1. |
Interest risk (cont'd)
|
| (a) |
Interest Rate Profile
|
Set forth below are details regarding the type of interest on the Company’s non-derivative interest‑bearing financial instruments:
|
As of December 31
|
||
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
|
Fixed rate instruments
|
|
|
|
Financial assets
|
|
|
|
Financial liabilities
|
(
|
(
|
|
(
|
(
|
|
|
Variable rate instruments
|
||
|
Financial assets
|
|
|
|
Financial liabilities
|
(
|
(
|
|
(
|
(
|
(b) Sensitivity analysis for fixed rate instruments
Most of the Company’s instruments bearing fixed interest are not measured at fair value through the statement of income. Therefore, changes in the interest rate will not have any impact on the profit or loss in respect of changes in the value of assets and liabilities bearing fixed interest.
(c) Sensitivity analysis for variable rate instruments
The analysis below assumes that all other variables (except for the interest rate), in particular foreign currency rates, remain constant.
|
As of December 31, 2025
|
||||
|
Impact on profit (loss)
|
||||
|
Decrease of 1% in interest
|
Decrease of 0.5% in interest
|
Increase of 0.5% in interest
|
Increase of 1% in interest
|
|
|
$ millions
|
||||
|
SWAP instruments
|
||||
|
Changes in Israeli shekel interest
|
|
|
(
|
(
|
ICL Group Limited Consolidated Financial Statements 102
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 21- Financial Instruments and Risk Management (cont'd)
| E. |
Market risk (cont'd)
|
| 1. |
Interest risk (cont'd)
|
| (d) |
Terms of derivative financial instruments used to hedge interest risk
|
|
As of December 31, 2025
|
||||
|
Carrying amount
(fair value) |
Stated amount
|
Maturity date
|
Interest rate range
|
|
|
$ millions
|
$ millions
|
Years
|
%
|
|
|
Israeli shekel
|
||||
|
SWAP contracts from fixed ILS interest to fixed USD interest
|
|
|
|
|
|
As of December 31, 2024
|
||||
|
Carrying amount
(fair value) |
Stated amount
|
Maturity date
|
Interest rate range
|
|
|
$ millions
|
$ millions
|
Years
|
%
|
|
|
Israeli shekel
|
||||
|
SWAP contracts from fixed ILS interest to fixed USD interest
|
(
|
|
|
|
| 2. |
Currency risk
|
The Company is exposed to currency risk with respect to sales, purchases, assets and liabilities that are denominated in a currency other than the functional currency of the Company. The main exposure is the New Israeli Shekel, Euro, British Sterling, Chinese Yuan Brazilian Real and Turkish Lira.
The Company enters foreign currency derivatives – forward exchange transactions and currency options – all in order to protect the Company from the risk that the eventual cash flows, resulting from existing assets and liabilities, and sales and purchases of goods within the framework of firm or anticipated commitments (based on a budget of up to one year), denominated in foreign currency, will be affected by changes in the exchange rates.
ICL Group Limited Consolidated Financial Statements 103
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 21- Financial Instruments and Risk Management (cont'd)
| E. |
Market risk (cont'd)
|
| 2. |
Currency risk (cont'd)
|
| (a) |
Sensitivity analysis
|
A 10% increase at the rate of the US dollar against the following currencies would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.
|
As of December 31,
|
||
|
Impact on profit (loss)
|
||
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
|
Non-derivative financial instruments
|
||
|
US dollar/euro
|
|
(
|
|
US dollar/Israeli shekel
|
|
|
|
US dollar/British pound
|
(
|
(
|
A 10% decrease of the US dollar against the above currencies as of December 31, 2025, would have the same effect but in the opposite direction.
Presented hereunder is a sensitivity analysis of the Company’s foreign currency derivative instruments. Any change in the exchange rates of the principal currencies shown below would have increased (decreased) profit and loss and equity by the amounts shown below. This analysis assumes that all other variables remain constant.
|
As of December 31, 2025
|
||||
|
Increase 10%
|
Increase 5%
|
Decrease 5%
|
Decrease 10%
|
|
|
$ millions
|
||||
|
US dollar/Brazilian real
|
||||
|
Forward transactions
|
|
|
(
|
(
|
|
US dollar/Israeli shekel
|
||||
|
Forward transactions
|
(
|
(
|
|
|
|
Forward transactions hedge accounting
|
(
|
(
|
|
|
|
Options
|
(
|
(
|
|
|
|
SWAP
|
(
|
(
|
|
|
|
US dollar/British pound
|
||||
|
Options
|
(
|
|
|
|
|
Euro/ US dollar
|
||||
|
Forward transactions
|
|
|
(
|
(
|
|
Options
|
|
|
(
|
(
|
ICL Group Limited Consolidated Financial Statements 104
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 21 - Financial Instruments and Risk Management (cont'd)
| E. |
Market risk (cont'd)
|
| 2. |
Currency risk (cont'd)
|
|
| (b) |
Terms of derivative financial instruments used to reduce foreign currency risk
|
|
As of December 31, 2025
|
|||
|
Carrying amount
|
Stated amount
|
Average
|
|
|
$ millions
|
exchange rate
|
||
|
Forward contracts
|
|||
|
US dollar/Israeli shekel
|
|
|
|
|
Euro/US dollar
|
|
|
|
|
US dollar/Brazilian real
|
|
|
|
|
British pound/euro
|
(
|
|
|
|
British pound/US dollar
|
|
|
|
|
Other
|
|
|
|
|
Forward contracts hedge accounting
|
|||
|
US dollar/Israeli shekel
|
|
|
|
|
Currency and interest SWAPs
|
|||
|
US dollar/Israeli shekel
|
|
|
|
|
Put options
|
|||
|
US dollar/Israeli shekel
|
|
|
|
|
Euro/US dollar
|
(
|
|
|
|
US dollar/Japanese yen
|
|
|
|
|
British pound/US dollar
|
|
|
|
|
Call options
|
|||
|
US dollar/Israeli shekel
|
|
|
|
|
Euro/US dollar
|
|
|
|
|
US dollar/Japanese yen
|
|
|
|
|
British pound/US dollar
|
|
|
|
ICL Group Limited Consolidated Financial Statements 105
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 21 - Financial Instruments and Risk Management (cont'd)
| E. |
Market risk (cont'd)
|
| 2. |
Currency risk (cont'd)
|
| (b) |
Terms of derivative financial instruments used to reduce foreign currency risk (cont’d)
|
|
As of December 31, 2024
|
|||
|
Carrying amount
|
Stated amount
|
Average exchange rate
|
|
|
$ millions
|
|||
|
Forward contracts
|
|||
|
US dollar/Israeli shekel
|
(
|
|
|
|
Euro/US dollar
|
|
|
|
|
US dollar/Brazilian real
|
|
|
|
|
British pound/euro
|
|
|
|
|
British pound/US dollar
|
|
|
|
|
Euro/Chinese yuan renminbi
|
|
|
|
|
Other
|
|
|
|
|
Forward contracts hedge accounting
|
|||
|
US dollar/Israeli shekel
|
|
|
|
|
Currency and interest SWAPs
|
|||
|
US dollar/Israeli shekel
|
(
|
|
|
|
Put options
|
|||
|
US Dollar/Israeli shekel
|
|
|
|
|
Euro/US dollar
|
|
|
|
|
US dollar/Japanese yen
|
|
|
|
|
British pound/US dollar
|
|
|
|
|
Call options
|
|||
|
US dollar/Israeli shekel
|
|
|
|
|
Euro/US dollar
|
|
|
|
|
US dollar/Japanese yen
|
|
|
|
|
British pound/US dollar
|
|
|
|
ICL Group Limited Consolidated Financial Statements 106
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 21 - Financial Instruments and Risk Management (cont'd)
| E. |
Market risk (cont'd)
|
| 2. |
Currency risk (cont'd)
|
| (c) |
Linkage terms of monetary balances – in millions of dollars
|
|
As of December 31, 2025
|
||||||||
|
US dollar
|
Euro
|
British pound
|
Israeli shekel
|
Brazilian real
|
Chinese yuan renminbi
|
Other
|
Total
|
|
|
Non-derivative instruments:
|
||||||||
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
Short-term investments and deposits
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
|
|
|
|
|
|
|
Other receivables
|
|
|
|
|
|
|
|
|
|
Other non-current assets
|
|
|
|
|
|
|
|
|
|
Total financial assets
|
|
|
|
|
|
|
|
|
|
Short-term debt
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
|
|
|
|
|
|
|
Other current liabilities
|
|
|
|
|
|
|
|
|
|
Long-term debt, debentures and others
|
|
|
|
|
|
|
|
|
|
Other non-current liabilities
|
|
|
|
|
|
|
|
|
|
Total financial liabilities
|
|
|
|
|
|
|
|
|
|
Total non-derivative financial instruments, net
|
(
|
(
|
(
|
(
|
|
|
|
(
|
|
Derivative instruments:
|
||||||||
|
Forward transactions
|
|
|
|
|
|
|
|
|
|
Forward transactions hedge accounting
|
|
|
|
|
|
|
|
|
|
Cylinder
|
|
|
|
|
|
|
|
|
|
SWAPS – US dollar into Israeli shekel
|
|
|
|
|
|
|
|
|
|
Total derivative instruments
|
|
|
|
|
|
|
|
|
|
Net exposure
|
(
|
(
|
|
|
|
|
|
(
|
ICL Group Limited Consolidated Financial Statements 107
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 21 - Financial Instruments and Risk Management (cont'd)
| E. |
Market risk (cont'd)
|
| 2. |
Currency risk (cont'd)
|
| (c) |
Linkage terms of monetary balances – in millions of dollars (cont'd)
|
|
As of December 31, 2024
|
||||||||
|
US dollar
|
Euro
|
British pound
|
Israeli shekel
|
Brazilian real
|
Chinese yuan renminbi
|
Others
|
Total
|
|
|
Non-derivative instruments:
|
||||||||
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
Short-term investments and deposits
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
|
|
|
|
|
|
|
Other receivables
|
|
|
|
|
|
|
|
|
|
Other non-current assets
|
|
|
|
|
|
|
|
|
|
Total financial assets
|
|
|
|
|
|
|
|
|
|
Short-term debt
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
|
|
|
|
|
|
|
Other current liabilities
|
|
|
|
|
|
|
|
|
|
Long-term debt, debentures and others
|
|
|
|
|
|
|
|
|
|
Other non-current liabilities
|
|
|
|
|
|
|
|
|
|
Total financial liabilities
|
|
|
|
|
|
|
|
|
|
Total non-derivative financial instruments, net
|
(
|
(
|
|
(
|
|
|
|
(
|
|
Derivative instruments:
|
||||||||
|
Forward transactions
|
|
|
|
|
|
|
|
|
|
Forward transactions hedge accounting
|
|
|
|
|
|
|
|
|
|
Cylinder
|
|
|
|
|
|
|
|
|
|
SWAPS – US dollar into Israeli shekel
|
|
|
|
|
|
|
|
|
|
Total derivative instruments
|
|
|
|
|
|
|
|
|
|
Net exposure
|
(
|
(
|
|
|
|
|
|
(
|
ICL Group Limited Consolidated Financial Statements 108
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 21 - Financial Instruments and Risk Management (cont'd)
| E. |
Market risk (cont'd)
|
| 3. |
Hedge accounting
|
The Company is exposed to fluctuations in the exchange rates of the Israeli shekel and euro against the dollar, primarily in connection with principal and interest on certain debentures and loans, as well as labor costs, sales and other operating expenses. As part of its risk management strategy, the Company uses derivatives to hedge changes in cash flows deriving from liabilities, labor costs, and other operational costs denominated in Israeli shekels. Hedging is performed from time to time based on the Company's assessment of exposure and inherent risk, in line with its risk management strategy.
Accordingly, the Company has designated certain forward contracts and options transactions as cash flow hedge and applies hedge accounting. These instruments hedge portions of labor costs and other operational costs in Israeli shekel and sales in euro, aiming to mitigate the impact of exchange rate fluctuations on operating income. A 1:1 hedging ratio is applied, with potential ineffectiveness considered negligible due to minor timing mismatches between hedged items and instruments. As of the date of the hedge transaction, the total balance of the hedged instruments amounted to about $340 million.
ICL Group Limited Consolidated Financial Statements 109
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 21 - Financial Instruments and Risk Management (cont'd)
| F. |
Fair value of financial instruments
|
The carrying amounts in the books of certain financial assets and financial liabilities, including cash and cash equivalents, investments, short-term deposits and loans, receivables and other debit balances, long-term investments and receivables, short-term credit, payables and other credit balances, long-term loans bearing variable interest and other liabilities, and derivative financial instruments, correspond to or approximate their fair value.
The following table details the book value, and the fair value of financial instrument groups presented in the financial statements not in accordance with their fair value:
|
As of December 31, 2025
|
As of December 31, 2024
|
|||
|
Carrying amount
|
Fair value
|
Carrying amount
|
Fair value
|
|
|
$ millions
|
$ millions
|
|||
|
Loans bearing fixed interest (1)
|
|
|
|
|
|
Debentures bearing fixed interest
|
||||
|
Marketable (2)
|
|
|
|
|
|
Non-marketable (3)
|
|
|
|
|
|
|
|
|
|
| (1) |
The fair value of the Euro loans bearing fixed interest is based on calculation of the present value of the cash flows in respect of the principal and the interest and is discounted at the market interest rates on the measurement date for similar loans having similar characteristics and is classified as Level 2 in the fair value hierarchy. The average discount interest as of December 31, 2025, for the Euro loans was
|
| (2) |
The fair value of the marketable debentures is based on quoted stock exchange price and is classified as Level 1 in the fair value hierarchy.
|
| (3) |
The fair value of the non-marketable debentures is based on calculation of the present value of the cash flows in respect of the principal and the interest and is discounted at the SOFR rate customary in the market for similar loans having similar characteristics and is classified as Level 2 in the fair value hierarchy. The average discount interest as of December 31, 2025, was
|
| G. |
Hierarchy of fair value
|
The following table presents an analysis of the financial instruments measured by fair value, using the valuation method. (See Note 4).
The following levels were defined:
Level 2: Observed data (directly or indirectly) not included in Level 1 above.
|
Level 2
|
As of
December 31, 2025
|
As of
December 31, 2024
|
|
$ millions
|
$ millions
|
|
Derivatives designated as economic hedge, net
|
|
|
|
Derivatives designated as cash flow hedge, net
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 110
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 22 - Earnings per Share
Basic earnings per share
Calculation of the basic earnings per share for the year ended December 31, 2025, is based on the earnings allocated to the holders of ordinary shares divided by the weighted-average number of ordinary shares outstanding, calculated as follows:
|
For the year ended December 31
|
|||
|
2025
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Earnings attributed to the shareholders of the Company
|
|
|
|
Weighted-average number of ordinary shares in thousands:
|
For the year ended December 31
|
|||
|
2025
|
2024
|
2023
|
|
|
Shares thousands
|
Shares thousands
|
Shares thousands
|
|
|
Balance as of January 1
|
|
|
|
|
Shares issued during the year
|
|
|
|
|
Weighted average number of ordinary shares used in computation of the basic earnings per share
|
|
|
|
Diluted earnings per share
Calculation of the diluted earnings per share for the year ended December 31, 2025, is based on the earnings allocated to the holders of the ordinary shares divided by the weighted-average number of ordinary shares outstanding after adjustment for the number of potential diluted ordinary shares, calculated as follows:
Weighted average number of ordinary shares (diluted) in thousands:
|
For the year ended December 31
|
|||
|
2025
|
2024
|
2023
|
|
|
Shares thousands
|
Shares thousands
|
Shares thousands
|
|
|
Weighted average number of ordinary shares used in the computation of the basic earnings per share
|
|
|
|
|
Effect of stock options*
|
|
|
|
|
Weighted average number of ordinary shares used in the computation of the diluted earnings per share
|
|
|
|
* As of December 31, 2025, 2024 and 2023, number of 19.7 million, 23.5 million and 11 million options, respectively, were not included since they did not have a diluting effect.
The average market value of the Company’s shares, for purposes of calculating the dilutive effect of the stock options, is based on the quoted market prices for the period in which the options were outstanding.
ICL Group Limited Consolidated Financial Statements 111
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 23 - Related and Interested Parties
Related parties within its meaning in IAS 24 (2009), “Related Parties Disclosure”; Interested parties within their meaning in Paragraph 1 of the definition of an “interested party” in Section 1 of the Israeli Securities Law, 1968.
| A. |
Parent company and subsidiaries
|
To the best of Israel Corp.’s knowledge, Millenium is wholly held by Mashat (Investments) Ltd. (“Mashat”). Mashat is wholly owned by Ansonia Holdings Singapore B.V. (“Ansonia”) which is incorporated in the Netherlands. Ansonia is a wholly owned subsidiary of Jelany Corporation N.V. (registered in Curaçao), which is wholly owned subsidiary of the Liberian company, Court Investments Ltd. (“Court”). Court is wholly owned by a discretionary trust, in which Mr. Idan Ofer is the beneficiary. In addition, as of December 31, 2025, Lynav Holdings Ltd. ("Lynav"), which is a company controlled by a discretionary trust in which Mr. Idan Ofer is the beneficiary, held directly approximately 9.39 % of the issued share capital (and 9.48 % of the voting rights) of Israel Corp.. Furthermore, as of December 31, 2025, Mr. Idan Ofer held directly approximately 0.05 % of the issued share capital of Israel Corp (and approximately 0.05 % of the voting rights).
Even though Israel Corp. holds less than 50 % of the Company’s ordinary shares, it still has decisive influence at the general meetings of the Company’s shareholders and, effectively, it has the power to appoint directors (other than the external directors) and to exert significant influence with respect to the composition of the Company’s Board of Directors.
ICL Group Limited Consolidated Financial Statements 112
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 23 - Related and Interested Parties (cont'd)
| B. |
Benefits to key management personnel (including directors)
|
The senior managers, in addition to their salaries, are entitled to non-cash benefits (such as vehicle, mobile etc.). The Group contributes to a post-employment defined benefit plan on their behalf. In accordance with the terms of the plan, the retirement age of senior managers is 67. Senior managers and directors also participate in the Company's incentive and equity remuneration plans (options for Company's shares) (see Notes 16 and 19).
The Company's key management personnel in 2025 consists of 25 individuals, of whom 11 were not employed by the Company (directors). In 2024, the Company's key management personnel consisted of 26 individuals, of whom 11 were not employed by the Company (directors).
Set forth below are details of the benefits for key management personnel in 2025 and 2024.
|
For the year ended
December 31
|
||
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
|
Short-term benefits
|
|
|
|
Post-employment benefits
|
|
|
|
Share-based payments
|
|
|
|
Total *
|
|
|
|
* To interested parties employed by the Company
|
|
|
|
* To interested parties not employed by the Company
|
|
|
| C. |
Ordinary transactions that are not exceptional
|
The Company’s Board of Directors, following the approval of the Audit Committee, decided that a transaction with related and interested parties will be considered a “negligible transaction” for public reporting purposes if all the following conditions have been met:
| (1) |
It is not an “extraordinary transaction” within the meaning thereof in the Companies Law.
|
| (2) |
The effect of each of the parameters listed below is less than one percent (hereinafter – the Negligibility Threshold).
|
For every transaction or arrangement that is tested for the Negligibility Threshold, the parameters will be examined, to the extent they are relevant, on the basis of the Company's condensed or audited consolidated financial statements, as applicable, prior to the transaction, as detailed below:
Acquisition of assets
Assets ratio – the value of the assets in the transaction divided by total assets.
ICL Group Limited Consolidated Financial Statements 113
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 23 - Related and Interested Parties (cont’d)
| C. |
Ordinary transactions that are not exceptional (cont’d)
|
Sale of assets
Assets ratio – the amount of the assets in the transaction divided by total assets in most recent consolidated balance sheet.
Profit ratio – the profit or loss from the transaction (in absolute value) divided by the annual average of last twelve quarters profit/ loss (in absolute value).
Financial liabilities
Liabilities ratio – loan principle divided by the total liabilities in most recent consolidated balance sheet.
Financing expenses ratio – the expected financing expenses for the specific loan divided by the gross financing expenses in most recent consolidated P&L statement.
Acquisition and sale of products (except fixed assets), services, leases and production inputs
Income ratio – estimated income from the transaction divided by the annual average of total income in last twelve quarterly consolidated P&L statements, or
Production inputs ratio – the aggregate expenses in the transaction divided by the annual average of total expenses in last twelve quarterly consolidated P&L statements.
| (3) |
The transaction is negligible also from a qualitative point of view. For the purpose of these criteria, it shall be examined whether there are special considerations justifying reporting of the transaction, even if it does not meet the quantitative criteria described above.
|
| (4) |
In examining the negligibility of a transaction expected to occur in the future, among other things, the probability of the transaction occurring will be examined.
|
ICL Group Limited Consolidated Financial Statements 114
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 23 - Related and Interested Parties (cont’d)
| D. |
Transactions with related and interested parties
|
|
For the year ended December 31
|
|||
|
2025
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Sales
|
|
|
|
|
Cost of sales
|
|
|
|
|
Selling, transport and marketing expenses
|
|
|
|
|
Financing income, net
|
(
|
(
|
(
|
|
General and administrative expenses
|
|
|
|
| (1) |
As of July 2022, directors who are officers or directors of Israel Corp. (other than Mr. Yoav Doppelt), namely Mr. Aviad Kaufman and Mr. Sagi Kabla, are paid the same cash compensation as paid to all other non-executive directors of the Company, namely the fixed annual fee and per meeting fees payable to directors from time to time under the regulations promulgated under the Israeli Companies Law, 1999 governing the compensation of external directors. Mr. Kabla requested that his compensation be assigned to Israel Corp.
|
| (2) |
The Company’s directors’ and officers’ liability insurance policies include a two-tier coverage for directors’ and officers’ liability, comprising of a joint primary tier with Israel Corp. and a separate tier covering the Company alone. Our directors and officers are beneficiaries of both tiers.
|
The Company’s directors’ and officers’ liability insurance policy for 2025 was approved by the Company's authorized organs in February 2025, in accordance with the Israeli Companies Regulations (Relief in Transactions with Interested Parties), 5760-2000 (the “Relief Regulations”) and the Company’s Compensation Policy, and is in effect until March 2026. The 2025 directors’ and officers’ liability insurance policy included a liability limit of $200 million for both tiers (comprised of a liability limit of $40 million for the joint tier with Israel Corp. and additional Side A coverage (directors and officers only) of $160 million for the Company only).
In February 2026, the Company's directors’ and officers’ liability insurance policy for 2026 was approved by the Company's authorized organs, in accordance with the Relief Regulations and the Compensation Policy and is effective as of March 2026. The 2026 directors’ and officers’ liability insurance policy continue to include a liability limit of $200 million for both tiers (comprised of a limit of $40 million joint with Israel Corp. and additional Side A coverage (directors and officers only) of $160 million for the Company only).
| E. |
Balances with related and interested parties
|
Composition:
|
As of December 31
|
||
|
2025
|
2024
|
|
|
$ millions
|
$ millions
|
|
|
Other current assets
|
|
|
|
Other current liabilities
|
|
|
ICL Group Limited Consolidated Financial Statements 115
Notes to the Consolidated Financial Statements as of December 31, 2025
Note 24 – Group Main Entities
|
Ownership interest in its
subsidiary and investee companies
for the year ended December 31
|
|||
|
Name of company
|
Principal location of the
company’s activity
|
2025
|
2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 116
