6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2024

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 and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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Number: 2022-02-019821) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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

Item 1

ICL Announces Upcoming Departure of Raviv Zoller as President & CEO

ICL today announced that Mr. Raviv Zoller will be concluding his tenure as ICL’s President and Chief Executive Officer due to personal reasons. The Board of Directors and Mr. Zoller are currently in discussions to finalize the details of the separation, and an official announcement regarding the transition plan and Mr. Zoller's successor will be made in due course.

The Board of Directors expressed their heartfelt gratitude to Mr. Zoller for his dedicated leadership, visionary guidance and impactful contributions to ICL’s success during his tenure. Mr. Zoller's commitment to excellence and his ability to inspire those around him will be greatly missed. ICL is committed to ensuring a smooth transition.

Name of the authorized signatory on the report and name of authorized electronic reporter: Aya Landman, Adv.

Position: VP, Chief Compliance Officer & Corporate Secretary

Signature Date: December 5, 2024

Press Contact

Adi Bajayo

ICL Spokesperson

+972-52-4454789

      Adi.Bajayo@icl-group.com

Investor Relations Contact

Peggy Reilly Tharp

VP, ICL Global Investor Relations

+1-314-983-7665

      Peggy.ReillyTharp@icl-group.com

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.

Date: December 5, 2024