[6-K] ICL Group Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

ICL Group Ltd. announced a cash dividend on August 5, 2025. The Board declared a dividend of $0.04260 per share, approximately $55 million in aggregate. The record date is September 3, 2025 and the payment date is September 17, 2025. Shareholders paid in NIS should note the per-share amount is subject to conversion from USD to NIS using the Bank of Israel's representative rate on September 2, 2025. Payment will be made only to registered shareholders entitled to receive at least US $2. The filing discloses Israeli tax withholding: 0% for Israeli resident companies, 25% for Israeli resident individuals, and 25% or treaty rate for foreign residents. The company provides a webpage for potential refund procedures for excess withholding.

Positive

• Declared cash dividend of $0.04260 per share, totaling about $55 million
• Clear timing: record date Sept 3, 2025 and payment date Sept 17, 2025
• Currency conversion guidance for NIS payments using Bank of Israel rate on Sept 2, 2025
• Withholding tax rates disclosed and a provided link for possible refund procedures

Negative

• Dividend amount per share for NIS recipients is not final until USD-to-NIS conversion on Sept 2, 2025
• Withholding tax of 25% applies to Israeli resident individuals and many foreign residents, reducing net proceeds for some shareholders

Insights

Financial Analyst

TL;DR: Routine quarterly cash dividend of $0.04260 per share (~$55M) with standard withholding guidance; overall appears routine and neutral for valuation.

The Board's declaration of a cash dividend of $0.04260 per share, totaling about $55 million, is a direct cash return to shareholders with specified record and payment dates. The filing explicitly states currency conversion mechanics for NIS payments based on the Bank of Israel rate on September 2, 2025 and sets a minimum payable threshold of US $2 per shareholder. Israeli withholding rules are disclosed, including 25% for individuals and treaty provisions for foreign residents. This disclosure is factual and routine; it provides clarity on timing and tax treatment but includes no forward-looking financial metrics or guidance to materially change valuation.

Corporate Governance Expert

TL;DR: Dividend resolution documented with clear compliance and tax disclosure; procedural clarity reduces shareholder uncertainty.

The Form 6-K documents the Board resolution declaring the dividend and includes incorporation-by-reference statements for related filings. It provides procedural details: record date September 3, 2025, payment September 17, 2025, and currency conversion rules for NIS payments. The filing also outlines withholding tax treatment and a link to refund procedures for affected shareholders. From a governance perspective, the disclosure is complete for this action and supports regulatory compliance. The item is procedural rather than strategically material.

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 August 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. Dividend Distribution Announcement

Item 1

Dividend Distributio Announcement

The Company hereby reports that on August 5, 2025, the Company's Board of Directors resolved to declare a cash dividend in the amount of $0.04260 per share, or about $55 million.

Some shareholders will receive the dividend payment in New Israeli Shekels (NIS) and need to take into account that the amount of the dividend per share is not final and is subject to changes due to the need to convert the amount from US dollars to NIS according to the Bank of Israel's representative exchange rate on September 2, 2025.

The dividend will be paid only to registered shareholders entitled to receive US $2 or more.

The record date is September 3, 2025, and the payment date is September 17, 2025. From the current dividend payment, Israeli tax will be withheld at the following rates: with respect to 100% of the dividend, an Israeli resident company will not be charged for withholding tax; the withholding tax rate for an Israeli-resident individual will be 25%; and the withholding tax rate for foreign residents (individuals and companies) will be 25% or in accordance with the applicable international tax treaties – whichever is lower.

For additional information as to a possible refund procedure for taxes withheld in excess of the withholding tax rates described above, from shareholders holding shares that are traded on NYSE not through an Israeli bank, please visit the Company's webpage, by clicking this: https://iclgroupv2.s3.amazonaws.com/corporate/wp-content/uploads/sites/1004/2020/11/ICL-Tax-Withholding-Ruling-2020.pdf

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: August 6, 2025

FAQ

What dividend did ICL (ICL) declare?

ICL declared a cash dividend of $0.04260 per share, approximately $55 million in aggregate.

What are the record and payment dates for the ICL dividend?

The record date is September 3, 2025 and the payment date is September 17, 2025.

Will ICL pay the dividend in NIS for Israeli shareholders?

Some shareholders will receive payment in NIS; the per-share NIS amount is subject to conversion from USD using the Bank of Israel representative rate on September 2, 2025.

What withholding tax applies to the ICL dividend?

Israeli resident companies: no withholding; Israeli resident individuals: 25%; foreign residents: 25% or applicable treaty rate, whichever is lower.

Who is eligible to receive the dividend?

Dividend will be paid only to registered shareholders entitled to receive at least US $2.

Where can I find information about refunds for excess tax withholding?

The filing provides a link to the company webpage with refund procedure information: https://iclgroupv2.s3.amazonaws.com/corporate/wp-content/uploads/sites/1004/2020/11/ICL-Tax-Withholding-Ruling-2020.pdf.