6-K
ICL Group Ltd. (ICL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2025
Commission File Number: 001-13742
ICL GROUP LTD.
(Exact name of registrant as specified in its charter)
ICL Group Ltd.
Millennium Tower
23 Aranha Street
P.O. Box 20245
Tel Aviv, 61202 Israel
(972-3) 684-4400
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
ICL GROUP LTD.
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-205518) of ICL Group Ltd. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. In addition, this report on Form 6-K shall be deemed to be incorporated by reference into the Israeli Shelf Prospectus of ICL Group Ltd. filed with the Israel Securities Authority and dated February 28, 2022 (Filing Number: 2022-02-019821) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
ICL GROUP LTD.
| 1. | Q1 2025 Investor Presentation |
|---|
2025 First Quarter Financial Results Elad Aharonson | President and CEO May 19, 2025
Important legal notes Disclaimer and safe harbor for forward-looking statements This presentation contains statements that constitute “forward‑looking statements,” many of which can be identified by the use of forward‑looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate,” “strive,” “forecast,” “targets” and “potential,” among others. The company is relying on the safe harbor provided in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in making such forward-looking statements. Forward‑looking statements appear in a number of places in this announcement and include, but are not limited to, statements regarding intent, belief or current expectations. Forward‑looking statements are based on management’s beliefs and assumptions and on information currently available to management. Such statements are subject to risks and uncertainties and actual results may differ materially from those expressed or implied in the forward‑looking statements due to various factors, including, but not limited to: Loss or impairment of business licenses or mineral extractions permits or concessions; volatility of supply and demand and the impact of competition; the difference between actual reserves and reserve estimates; natural disasters and cost of compliance with environmental regulatory legislative and licensing restrictions including laws and regulation related to, and physical impacts of climate change and greenhouse gas emissions; failure to "harvest" salt which could lead to accumulation of salt at the bottom of the evaporation Pond 5 in the Dead Sea; litigation, arbitration and regulatory proceedings; disruptions at seaport shipping facilities or regulatory restrictions affecting the ability to export products overseas; changes in exchange rates or prices compared to those the company is currently experiencing; general market, political or economic conditions in the countries in which the company operates, including tariffs and trade policies; price increases or shortages with respect to principal raw materials; pandemics may create disruptions, impacting sales, operations, supply chain and customers; delays in termination of engagements with contractors and/or governmental obligations; the inflow of significant amounts of water into the Dead Sea which could adversely affect production at the plants; labor disputes, slowdowns and strikes involving employees; pension and health insurance liabilities; changes to governmental incentive programs or tax benefits, creation of new fiscal or tax related legislation; and/or higher tax liabilities; changes in evaluations and estimates, which serve as a basis for the recognition and manner of measurement of assets and liabilities; failure to integrate or realize expected benefits from mergers and acquisitions, organizational restructuring and joint ventures; currency rate fluctuations; rising interest rates; government examinations or investigations; information technology systems or breaches of the company, or its service providers', data security; failure to retain and/or recruit key personnel; inability to realize expected benefits from the company’s cost reduction program according to the expected timetable; inability to access capital markets on favorable terms; cyclicality of the businesses; the company is exposed to risks relating to its current and future activity in emerging markets; changes in demand for its fertilizer products due to a decline in agricultural product prices, lack of available credit, weather conditions, government policies or other factors beyond the company’s control; disruption of the company, or its service providers', sales of magnesium products being affected by various factors that are not within the company’s control; volatility or crises in the financial markets; hazards inherent to mining and chemical manufacturing; the failure to ensure the safety of the company’s workers and processes; exposure to third party and product liability claims; product recalls or other liability claims as a result of food safety and food-borne illness concerns; insufficiency of insurance coverage; war or acts of terror and/or political, economic and military instability in Israel and its region, including the current state of war declared in Israel and any resulting disruptions to supply and production chains; filing of class actions and derivative actions against the company, its executives and Board members; closing of transactions, mergers and acquisitions; and other risk factors discussed under ”Item 3 - Key Information— D. Risk Factors" in the company's Annual Report on Form 20-F for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (SEC) on March 13, 2025 (the Annual Report). Forward‑looking statements speak only as of the date they are made, and, except as otherwise required by law, the company does not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements, targets or goals in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. Investors are cautioned to consider these risk and uncertainties and to not place undue reliance on such information. Forward-looking statements should not be read as a guarantee of future performance or results and are subject to risks and uncertainties, and the actual results may differ materially from those expressed or implied in the forward-looking statements. This report for the first quarter of 2025 should be read in conjunction with the Annual Report for 2024 and our current report on Form 6-K for the results for the quarter ended March 31, 2025, filed on May 19, 2025, respectively, including the description of events occurring subsequent to the date of the statement of financial position, as filed with the U.S. SEC. 2
Financial performance | 1Q’25 3 (1) Adjusted EBITDA, specialties-driven EBITDA and margin, and adjusted diluted EPS are non-GAAP financial measures; see reconciliation tables in appendix. Note: Specialties-driven sales and EBITDA includes Industrial Products, Phosphate Solutions and Growing Solutions; see appendix for additional details. $0.09adjusted diluted EPS(1) $359Madjusted EBITDA(1) $1.8Btotal sales $165Moperating cash flow Highlights Sales up YoY and QoQ, with solid strategic execution Specialties-driven EBITDA(1) margin of 19%, up ~70 bps YoY Overall market pricing trendsgradually improving Fertilizer fundamentals strengthening Monitoring tariff and trade situation Leveraging regional production to drive global growth with local focus $262Mspecialties-driven EBITDA(1) $1.4Bspecialties-driven sales
Key developments Solid sales and EBITDA growth, with good quarterly trends on higher volumes Flame retardant sales increased YoY, on better volumes Trends improving, but electronics and building and construction end-markets still subdued Benefited from new EU and U.S. anti-dumping measures Continued to focus on innovative customer solutions Note: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. 4 Industrial Products | 1Q’25 US$M EBITDA US$M Sales 22% 21%
5 Potash | 1Q’25 Key developments Average potash CIF price per ton of $300 vs. $285 in 4Q’24 and $324 in 1Q’24 Total sales volume of 1,103k mt, with higher volumes to Brazil and China Market prices improved in 1Q’25 Prioritized best markets, even while servicing China and India contracts at lower rates Dead Sea site impacted by operational war-related issues Remained focused on operational and efficiency efforts Note: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. US$M EBITDA US$M Sales 29% 29%
Notes: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. For 1Q’25, Phosphate Specialties comprised $324M of segment sales, $39M of OI, $12M of D&A and represented $51M of EBITDA, while Phosphate Commodities comprised $249M of segment sales, $52M of OI, $36M of D&A and represented $88M of EBITDA. 6 Phosphate Solutions | 1Q’25 Key developments Growth in sales and EBITDA driven by strength in commodities Specialties results in-line with market dynamics, as price remains under pressure Overall improved volumes and product mix YPH sales increased YoY on higher prices and volumes Continued focus on regional expansions to drive growth US$M EBITDA US$M Sales 24% 23%
Note: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. 7 Growing Solutions | 1Q’25 Key developments Sales and EBITDA growth, with solid strategic execution and higher volumes and prices Strong start in North America, with sales and profitability up Good volume increase in China, with biostimulants growing Brazil sales slightly higher, with good outlook for 2025 Continued expansion of product portfolio, with biologicals acquisition R&D efforts continued, with launch of innovative, new products US$M EBITDA US$M Sales 9% 9%
First Quarter 2025 Financial Results Aviram Lahav CFO
Sources: Inflation and interest rates – Bloomberg, as of 4.21.25. Global industrial production – CRU, as of March 2025. U.S. housing starts – Bloomberg, as of 4.21.25. 9 Key market metrics | macro indicators Inflation Rate Global industrial production YoY change U.S. housing starts in thousands Interest rates Percentage
Key market metrics | fertilizer indicators Sources: Grain Price Index – CRU, as of 4.9.25. Farmer sentiment – Purdue/CME Ag Economy Barometer, as of 5.6.25. gMOP (US$/st) and phosphoric acid (US$/ton) – CRU, as of 4.9.25. Supramax – Hudson Shipping, as of 4.21.25. 10 Commodity fertilizers US$ Supramax Timecharter Average US$/day Grain Price Index US¢/bushel Farmer sentimentIndex Relevant for Potash, Growing Solutions and Phosphate commodities
Key market metrics | other indicators 11 Relevant for Industrial Products and Phosphate Solutions Sources: Chinese bromine prices – Bloomberg, as of 4.21.25. Specialty phosphate demand – CRU, April 2025 forecast. Auto sales – RhoMotion, 2025; BEV = battery EV, PHEV = plug-in hybrid, HEV = full hybrid EV, and ICE = internation combustion and alternative fuels. Revenue growth for consumer products industry – Euromonitor; Bain & Company, as of February 2025. Chinese bromine Price trend Global auto sales M of units Revenue growth for consumer products industry YoY global growth Phosphate battery materials demand ‘000s mt 79 85 94 102 107
12 Sales bridge First quarter | 2025 Notes: Numbers rounded to closest million; Other includes intercompany eliminations. Sales by segment US$M Sales US$M IP Potash PS GS
13 Profit bridge First quarter | 2025 Adjusted EBITDA(1) by segment US$M Adjusted EBITDA(1) US$M (1) Adjusted EBITDA is a non-GAAP financial measure; please see reconciliation tables in appendix.Notes: Numbers rounded to closest million; Other includes intercompany eliminations. IP Potash PS GS
14 MOP industry cost curve Cash costs US$/t, excluding royalites, FOB load port Potash sources: Cost curve – data shown for 2023 and used with permission of CRU International Ltd. 2024, all rights reserved. Potash peers’ ASP from company reports, as of 5.19.25. Bromine sources: Bromine concentration – internal calculations; cost curve – Weizmann Institute of Science. Production Mt ICL DSW Leading positions In cost, quality and price Potash ASP US$ Bromine industry cost curve Relative production cost China & Japan ICL Jordan Arkansas, U.S. India kT 700 400 300 200 100 500 600 Djibouti Sea Water(China, Japan) Underground Wells (China) Salt Lake (India) Underground Wells (USA) Dead Sea(Israel, Jordan) 0.06 to 0.11 0.1 to 0.2 2.5 to 4.5 3.5 to 5.5 10.0 to 12.0 Bromine concentration g/L
Potash $405M GS $495M IP $344M PS $573M 1Q’25 sales by business US$ 15 Diversified approach to growth Distinctive global presence Note: Sales by business exclude other activities and reconciliations of ($50M). Totals may not sum to 100%, due to rounding and set-offs. Asia $427M Europe $615M SA $282M NA $347M RoW $96M 1Q’25 sales by region US$
44 Production sites in 13 countries with significant strategic assets 64 Sales and distribution sites in more than 30 countries 25 R&D centers global reach with local focus 100 We sell our products to more than 100 countries R&D centers Production sites Sales and distribution sites North America headquarters 5 8 11 1 R&D centers Production sites Sales and distribution sites Global headquarters 7 5 3 1 R&D centers Production sites Sales and distribution sites South America headquarters 5 10 10 1 R&D centers Production sites Sales and distribution sites European headquarters 5 16 22 1 R&D centers Production sites Sales and distribution sites Asia headquarters 2 4 14 1 R&D center Production site Sales and distribution sites 1 1 4 We innovate, produce and sell globally Global reach with local focus 16
Cash resources $1.5B available Net debt to adjusted EBITDA 1.2X Shareholder return Quarterly dividend of $55MAnnual yield of 3.2% Capital allocation Consistent and disciplined execution 17 Financial highlights Notes: Available cash resources, as of 3.31.25, and comprised of cash and deposits, unutilized revolving credit facility, and unutilized securitization. Net debt to adjusted EBITDA, as of 3.31.25, is a non-GAAP financial measure; see appendix for additional details. Dividend yield, as of 3.31.25, shown on TTM basis and calculated by summing dividends paid per share for past four quarters, divided by price per share on final trading day of quarter. Cash flowOperating cash flow of ~$165M Cost savings Targeted efficiency efforts
Guidance and Outlook Full Year 2025
19 Specialties-driven EBITDA(1) of $0.95B to $1.15B Potash sales volumes of between 4.5M mt and 4.7M mt Expect annual tax rate of approximately ~30% Full year 2025 Maintaining guidance (1) Specialties-driven EBITDA includes Industrial Products, Phosphate Solutions and Growing Solutions and is a non-GAAP measure; please see appendix for additional details.
20 Continued growth in specialties-driven businesses Benefit from improved market pricing, including potash and bromine Drive cost savings and operational efficiencies Monitor tariff and trade situation and develop mitigation response Maintain and expand global presence with local focus Target innovative new products and complementary acquisitions Outlook
Thank you Contact Peggy.ReillyTharp@icl-group.com for more information on ICL View our interactive data tool at https://investors.icl-group.com/interactive-data-tool/default.aspx
Appendix First Quarter 2025
Phosphate Solutions(1) US$M 1Q’24 1Q’25 Segment sales $559 $573 Segment operating income $84 $91 Segment operating margin 15% 16% Depreciation and amortization $47 $48 Segment EBITDA $131 $139 Segment EBITDA margin 23% 24% Calculation of segment EBITDA First quarter 2025 Industrial Products US$M 1Q’24 1Q’25 Segment sales $335 $344 Segment operating income $59 $62 Segment operating margin 18% 18% Depreciation and amortization $13 $14 Segment EBITDA $72 $76 Segment EBITDA margin 21% 22% Potash US$M 1Q24 1Q’25 Segment sales $423 $405 Segment operating income $62 $56 Segment operating margin 15% 14% Depreciation and amortization $62 $62 Segment EBITDA $124 $118 Segment EBITDA margin 29% 29% 23 Growing Solutions US$M 1Q’24 1Q’25 Segment sales $479 $495 Segment operating income $23 $28 Segment operating margin 5% 6% Depreciation and amortization $19 $19 Segment EBITDA $42 $47 Segment EBITDA margin 9% 9% (1) For 1Q’25, Phosphate Specialties comprised $324M of segment sales, $39M of OI, $12M of D&A and represented $51M of EBITDA, while Phosphate Commodities comprised $249M of segment sales, $52M of OI, $36M of D&A and represented $88M of EBITDA. Note: Numbers may not add, due to rounding and set-offs.
Segment results analysis First quarter 2025 Segment Sales US$M Industrial Products Potash Phosphate Solutions(1) Growing Solutions 1Q’24 $335 $423 $559 $479 Quantity $17 $8 $25 $27 Price ($5) ($23) ($6) $14 Exchange rates ($3) ($3) ($5) ($25) 1Q’25 $344 $405 $573 $495 Segment EBITDA US$M Industrial Products Potash Phosphate Solutions(1) Growing Solutions 1Q’24 $72 $124 $131 $42 Quantity $4 $7 $14 $4 Price ($5) ($23) ($6) $14 Exchange rates ($1) ($1) - ($2) Raw materials $4 $1 $9 ($5) Energy - ($4) - $1 Transportation ($2) $14 $3 $2 Operating, other expenses $4 - ($12) ($9) 1Q’25 $76 $118 $139 $47 24 (1) For 1Q’25, Phosphate Specialties comprised $324M of segment sales, $39M of OI, $12M of D&A and represented $51M of EBITDA, while Phosphate Commodities comprised $249M of segment sales, $52M of OI, $36M of D&A and represented $88M of EBITDA. Note: Numbers may not add, due to rounding and set-offs.
Reconciliation tables Calculation of adjustments for first quarter 2025 Adjusted EBITDA US$M 1Q’24 1Q’25 Net income $126 $106 Financing expenses, net $35 $37 Taxes on income $42 $42 Less: Share in earnings of equity-accounted investees - - Operating income $203 $185 Depreciation and amortization $147 $151 Adjustments(1) $12 $23 Adjusted EBITDA $362 $359 Free cash flow(2) US$M 1Q’24 1Q’25 Cash flow from operations $292 $165 Additions to PP&E, intangible assets and dividends from equity-accounted investees(3) ($145) ($190) Free cash flow $147 ($25) Adjusted NI and diluted EPS US$M, ex. per share 1Q’24 1Q’25 Net income, attributable $109 $91 Adjustments(1) $12 $23 Total tax adjustments ($3) ($4) Adjusted net income, attributable $118 $110 Weighted-average number of diluted ordinary shares outstanding in millions 1,290 1,291 Adjusted diluted EPS $0.09 $0.09 Net debt to adjusted EBITDA(4) US$M 1Q’25 Net debt $1,742 Adjusted EBITDA $1,411 Net debt to adjusted EBITDA 1.2 (1) See adjustments to reported operating & net income (non-GAAP) in corresponding quarters’ earnings release. (2) Beginning in 2Q’24, a reclassification of interest received as cash used in investing activities & interest paid as cash used in financing activities (instead of as cash provided by operating activities) resulted in slight shift to historical figures. (3) Also includes proceeds from sale of property, plant & equipment (PP&E). (4) Calculated by dividing net debt, without securitization, by past four quarters adjusted EBITDA. Note: Numbers may not add, due to rounding & set-offs. 25
Guidance and non-GAAP financial measures Guidance: The company only provides guidance on a non-GAAP basis. The company does not provide a reconciliation of forward-looking adjusted EBITDA (non-GAAP) to GAAP net income (loss), due to the inherent difficulty in forecasting, and quantifying certain amounts that are necessary for such reconciliation, in particular, because special items such as restructuring, litigation, and other matters, used to calculate projected net income (loss) vary dramatically based on actual events, the company is not able to forecast on a GAAP basis with reasonable certainty all deductions needed in order to provide a GAAP calculation of projected net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected GAAP net income (loss) being materially less than projected adjusted EBITDA (non-GAAP). The guidance speaks only as of the date hereof. The company undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law. The company provides guidance for specialties-driven EBITDA, which includes Industrial Products, Growing Solutions and Phosphate Solutions, as the Phosphate Solutions business is now predominantly specialties focused. For the Potash business, the company is providing sales volume guidance. The company believes this information provides greater transparency, as these new metrics are less impacted by fertilizer commodity prices, given the extreme volatility in recent years. Non-GAAP financial measures: The company discloses in this quarterly report non-IFRS financial measures titled adjusted operating income, adjusted net income attributable to the company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA. Management uses adjusted operating income, adjusted net income attributable to the company’s shareholders, diluted adjusted earnings per share, free cash flow and adjusted EBITDA to facilitate operating performance comparisons from period to period. The company calculates adjusted operating income by adjusting operating income to add certain items, as set forth in the reconciliation table under “Adjustments to reported operating, and net income (non-GAAP)” in the appendix. Certain of these items may recur. The company calculates adjusted net income attributable to the company’s shareholders by adjusting net income attributable to the company’s shareholders to add certain items, as set forth in the reconciliation table under “Adjustments to reported operating, and net income (non-GAAP)” in the appendix, excluding the total tax impact of such adjustments. The company calculates diluted adjusted earnings per share by dividing adjusted net income by the weighted-average number of diluted ordinary shares outstanding. Free cash flow is calculated as cash flow from operations less any additions to PP&E, intangible assets, and dividends from equity-accounted investees. Adjusted EBITDA is calculated as net income before financing expenses, net, taxes on income, share in earnings of equity-accounted investees, depreciation and amortization, and certain adjustments presented in the reconciliation table under “Consolidated adjusted EBITDA, and diluted adjusted earnings per share for the periods of activity” in the appendix, which were adjusted for in calculating the adjusted operating income. You should not view adjusted operating income, adjusted net income attributable to the company’s shareholders, diluted adjusted earnings per share or adjusted EBITDA as a substitute for operating income or net income attributable to the company’s shareholders determined in accordance with IFRS, and you should note that the company’s definitions of adjusted operating income, adjusted net income attributable to the company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA may differ from those used by other companies. Additionally, other companies may use other measures to evaluate their performance, which may reduce the usefulness of the company’s non-IFRS financial measures as tools for comparison. However, the company believes adjusted operating income, adjusted net income attributable to the company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA provide useful information to both management, and investors by excluding certain items that management believes are not indicative of ongoing operations. Management uses these non-IFRS measures to evaluate the company's business strategies and management performance. The company believes these non‑IFRS measures provide useful information to investors because they improve the comparability of financial results between periods and provide for greater transparency of key measures used to evaluate performance. The company presents a discussion in the period-to-period comparisons of the primary drivers of change in the company’s results of operations. This discussion is based in part on management’s best estimates of the impact of the main trends on the company’s businesses. The company has based the following discussion on its financial statements. You should read such discussion together with the company’s financial statements. 26
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ICL Group Ltd. | ||
|---|---|---|
| By: | /s/ Aviram Lahav | |
| Name: | Aviram Lahav | |
| Title: | Chief Financial Officer | |
| ICL Group Ltd. | ||
| --- | --- | --- |
| By: | /s/ Aya Landman | |
| Name: | Aya Landman | |
| Title: | VP, Chief Compliance Officer & Corporate Secretary |
Date: May 19, 2025