ICL Group Announces Completion of Senior Notes Offering

Key Terms

senior unsecured notes financial

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

rule 144a regulatory

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

isin technical

A 12-character International Securities Identification Number (ISIN) is a unique code that acts like a passport for a specific stock, bond or other tradable security so it can be identified worldwide. Investors and systems use it to ensure they are buying, selling and tracking the exact same instrument across exchanges and data feeds, which prevents costly mix-ups and makes portfolio reporting, settlement and regulatory checks simpler and more reliable.

coupon financial

A coupon is the regular interest payment a bond issuer promises to make to bondholders, usually expressed as a percentage of the bond’s face value. It matters to investors because it provides predictable income like a steady paycheck and helps determine a bond’s market value and sensitivity to interest rate changes — higher coupons cushion price drops, while low coupons make bonds more sensitive to rate swings.

change of control repurchase event financial

A change of control repurchase event happens when a company is sold or otherwise taken over and that sale triggers contractual rights for holders of stock, options, or debt to force the company to buy their securities back for cash. Think of it like a lease that lets the tenant cash out when the building is sold: it gives certain investors a predictable exit price and timeline. This matters because it can change who owns the company, alter cash on hand, affect future returns and dilution, and influence how attractive a takeover or investment looks.

events of default financial

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

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TEL AVIV, Israel--(BUSINESS WIRE)-- ICL Group Ltd. (NYSE & TASE: ICL) (the “Company” or “ICL”) hereby announces that it completed the private offering of $800 million aggregate principal amount of senior unsecured notes due 2036 (the “Repayment Date”) (ISIN: IL0012431792) (the “Notes”) to institutional investors pursuant to Rule 144A and Regulation S of the U.S. Securities Act of 1933, as amended.

The Notes carry a coupon of 6.036% to be paid in semi-annual installments on June 16 and December 16 of each year, beginning December 16, 2026, until the Repayment Date. The interest entitlement dates have been set according to the instructions of the Tel Aviv Stock Exchange Ltd., and shall occur on June 4 and December 4 of each year. The Notes were issued at a price of 100.000% to yield 6.036%, for the total consideration of $800 million.

The Notes are unsecured and issued as a single series. The terms of the Notes require ICL to comply with certain covenants, including a limitation on liens, certain restrictions on sale and lease-back transactions, standard restrictions on merger and/or transfer of assets and requirement to offer to repurchase the Notes upon the occurrence of a “Change of Control Repurchase Event”, as defined in the indenture for the Notes. The terms of the Notes also include customary events of default, including a cross-acceleration to other material indebtedness.

ICL is entitled to optionally redeem the outstanding Notes at any time prior to the Repayment Date, under certain agreed terms, and subject to payment, in certain events, of an agreed redemption premium.

The Notes have been rated BBB- by S&P Global Inc. and Fitch Ratings Inc. The Notes have been approved for trading on TASE UP, the institutional investor trading platform operated by the Tel Aviv Stock Exchange Ltd., and will commence trading on June 17, 2026.

This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to purchase the Notes or any other securities, nor shall it constitute an offer, solicitation or sale of the Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The Offering was made solely pursuant to an offering memorandum, which sets forth the terms of the Offering. The securities rating included herein is not a recommendation to buy, sell or hold Notes and may be subject to revision or withdrawal at any time.

About ICL

ICL Group Ltd. is a global leader in agriculture, food and industrial solutions, utilizing its unique mineral resources and extensive expertise to address key sustainability challenges related to food security and access to essential minerals. ICL is focused on driving long-term growth through its specialty agriculture and food businesses, while strategically managing its bromine, potash and phosphate mineral resources. ICL’s global professional workforce is dedicated to expanding its growth engines and efficiently operating – both structurally and economically – while maintaining and optimizing its core operations. The Company’s operations are organized under four segments: Industrial Products, Potash, Phosphate Solutions and Growing Solutions. ICL shares are dual listed on the New York Stock Exchange and the Tel Aviv Stock Exchange (NYSE and TASE: ICL). The Company employs more than 12,000 people worldwide, and its 2025 revenues totaled approximately $7 billion. For more information, visit the Company's website at www.icl‑group.com.

Forward-Looking Statements

This press release contains forward-looking statements as to ICL’s expectations concerning the Offering, but actual results could vary based on conditions in the capital markets and other factors described under “Risk Factors” in ICL’s Annual Report on Form 20-F for the year ended December 31, 2025 and other reports filed with the U.S. Securities and Exchange Commission. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in ICL’s business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260616103210/en/

Investor and Press Contact – Global
Peggy Reilly Tharp
VP, Global Investor Relations
+1-314-983-7665
Peggy.ReillyTharp@icl-group.com

Investor and Press Contact - Israel
Adi Bajayo
ICL Spokesperson
+972-3-6844459
Adi.Bajayo@icl-group.com

Source: ICL Group LTD