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ICL Group Ltd.

Foreign Filer Report Nov 12, 2024

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6-K 1 zk2432271.htm 6-K Licensed to: ZKG Document created using Broadridge PROfile 24.9.1.5252 Copyright 1995 - 2024 Broadridge

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 and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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Number: 2022-02-019821) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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

  1. Q3 2024 Investor Presentation

Third Quarter2024 Financial Results Raviv Zoller | President and CEO November 11, 2024

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; 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, 2023, filed with the U.S. Securities and Exchange Commission (SEC) on March 14, 2024 (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 third quarter of 2024 should be read in conjunction with the Annual Report of 2023 and our current reports on Form 6-K for the results for the quarters ended September 30, 2024, June 30, 2024, and March 31, 2024, filed on November 11, 2024, August 14, 2024, and May 9, 2024, 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

Sales of $1,753M – third quarter of consecutive growth Adjusted EBITDA(1) of $383M up 11% YoY, with margin of 22% Free cash flow (1) up 6% YoY, reaching $572M YTD Adjusted diluted EPS(1) of $0.11 Specialties-driven segments delivered 37% YoY improvement in EBITDA(1) Potash contribution at ~30% of EBITDA (1), down significantly YoY Quarterly dividend of ~$0.05 per share Continued focus on innovative product pipeline, cost savings and efficiencies (1) Adjusted EBITDA, free cash flow, adjusted diluted EPS and segment EBITDA are non-GAAP financial measures; please see appendix for additional details. 3 Third quarter of 2024 Positive trend continues, with fourth consecutive quarter of EBITDA growth

Key financial highlights 4 US$M (1) Adjusted EBITDA and margin, specialties-driven EBITDA and margin, adjusted diluted EPS, and free cash flow are non-GAAP financial measures; see reconciliation tables in appendix. (2) Commencing in 2Q’24, a reclassification of interest received as cash used in investing activities and interest paid as cash used in financing activities (instead of as cash provided by operating activities) resulted in a slight shift to historical figures. Note: Specialties-driven sales and EBITDA includes Industrial Products, Phosphate Solutions and Growing Solutions; see appendix for additional details. In 2024, ICL moved its Prolactal business from Phosphate Solutions to Other and, as a result, historical segment data has been restated. Free cash flow(1,2) US$ Adjusted diluted EPS(1) US$M Operating cash flow US$M Adjusted EBITDA(1) 19% 22% 22% 14% 19% 19% US$M Specialties-driven sales US$M Specialties-driven EBITDA (1)

Key developments Continued market share gains in flame retardants Margin expansion on scale and efficiencies Clear brine fluid sales lower, due to shifts in oil and gas drilling cycles Robust new product pipeline and continued focus on expanding customer agreements Signed MOU to supply phosphorous compound for Li-battery electrolytes in U.S. Note: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. 5 Industrial Products US$M EBITDA US$M Sales 21% 16%

Average potash CIF price per ton of $297, down vs. $342 in 3Q’23 Total sales volume of 1,060 kmt versus 1,280 kmt in 3Q’23 Continued operational and efficiency efforts in Spain drove higher production levels and lower cost per ton Intend to limit total 2024 annual sales volume to 4.6Mmt, already committed, in expectation of improved conditions in 2025 Note: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. 6 Potash US$M EBITDA US$M Sales Key developments 31% 31%

Key developments Growth in specialties market share more than offset lower prices Expanding portfolio and developing new food, industrial and pharma products Continued growth at YPH in China Targeting battery material opportunities across multiple regions Commodity phosphate prices firmed in 3Q’24, with tight stock positions in key markets Notes: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. In 2024, ICL moved its Prolactal business from Phosphate Solutions to Other and, as a result, historical segment data has been restated. For 3Q’24, Phosphate Specialties comprised $331M of segment sales, $49M of OI, $12M of D&A and represented $61M of EBITDA, while Phosphate Commodities comprised $246M of segment sales, $51M of OI, $28M of D&A and represented $79M of EBITDA. 7 Phosphate Solutions US$M EBITDA US$M Sales 24% 20%

Continued expansion of product innovation strategy, with targeted regional solutions Third sequential quarter of sales and EBITDA growth Efficiency efforts and product mix drove significant margin expansion Signed five-year agreement with one of China's top agricultural distribution companies Custom Ag Formulators integration on-track in North America Note: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. 8 Growing Solutions 7% US$M EBITDA US$M Sales Key developments 12%

Quarterly highlights Collaborating on solid execution of specialties strategy Delivered fourth quarter of sequential EBITDA improvement Enhancing robust and innovative product pipeline Driving cost and efficiency efforts Leveraging cross-company expertise to target new and adjacent markets Expanding battery material capabilities to potential new markets North American battery materials customer innovation and qualification center (CIQC) near completion, with commercial production currently expected to begin in 2027 Recognized by Fortune as a Company That is Changing the World 9

Third Quarter 2024 Financial Results Aviram Lahav CFO

Inflation – mixed by region Rate Global industrial production – improving trends YoY change Sources: Inflation – Bloomberg, as of 9.30.24. Interest rates – Global-rates.com, as of 10.14.24. Global industrial production – CRU, as of September 2024. U.S. housing starts – Bloomberg, as of 10.22.24. 11 U.S. housing starts – improving trends in thousands Interest rates – mixed by region Percentage Key quarterly market metrics | macro indicators

Key quarterly market metrics | fertilizers Farmer sentiment – softened but rebounding Index Commodity fertilizers – continued divergence US$ Supramax Timecharter Average – declining US$/day Sources: Grain Price Index – CRU, as of 9.30.24. Farmer sentiment – Purdue/CME Ag Economy Barometer, as of 9.30.24. gMOP (US$/st) and phosphoric acid (US$/ton) – CRU, as of 9.30.24. Supramax – Hudson Shipping, as of 9.30.24. 12 Grain Price Index – under pressure US¢/bushel

Key market metrics | energy storage and EVs WPA demand ‘000s mt P2O5 Technical MAP demand ‘000s mt Global LFP phosphate demand ‘000s mt P2O5 (1) Includes eShips, consumer electronics, low-speed electric vehicles (LSEV), electric vertical take-off and landing (eVTOL), and two-wheelers. Sources: NA LFP CAM demand – IHS, SMM, WoodMac, interviews with market participants, and Roland Berger, as of December 2023. Phosphate demand for battery sector – CRU, 2024 forecast. 13 North American LFP CAM demand ‘000s mt 29 133 227 403 589 (1)

14 Sales bridge Third quarter 2024 Notes: Numbers rounded to closest million; Other includes intercompany eliminations. Sales by segment US$M Sales US$M

15 Profit bridge Third quarter 2024 (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. Adjusted EBITDA(1) by segment US$M Adjusted EBITDA(1) US$M

16 MOP industry cost curve Cash costs US$/t, excluding royalties, FOB load port Potash ASP US$ 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 11.11.24. Production Mt ICL DSW Potash costs and prices Leading positions

17 Bromine industry cost curve Bromine concentration Bromine quality and costs Leading positions Sources: Left graph – internal calculations; right graph – Weizmann Institute of Science. 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 China & Japan ICL Jordan Arkansas, U.S. India kT 700 400 300 200 100 500 600 Djibouti g/L Relative production cost

18 Diversified approach to growth Driving global specialties transformation Asia $407M Europe $510M SA $417M NA $313M RoW $106M 3Q’24 sales by region US$ Note: Sales by business exclude other activities and reconciliations of ($60M). Potash $389M GS $538M IP $309M PS $577M 3Q’24 sales by business US$

19 Continued focus on cash generation Savings and efficiency efforts ahead of plan S&P reaffirmed BBB- rating with stable outlook Available resources of $1.7B Net debt to adjusted EBITDA(1) of 1.2 Quarterly dividend distribution of $68M, for 4.6% yield Financial highlights Notes: Available cash resources as of 9.30.24 and comprised of cash and deposits, unutilized revolving credit facility, and unutilized securitization. Dividend yield shown on TTM basis. (1) Net debt to adjusted EBITDA, as of 9.30.24, is a non-GAAP financial measures; please see appendix for additional details. Third quarter 2024

20 Specialties-driven EBITDA(1) of $0.95B to $1.05B, up from $0.8B to $1.0B Limiting total annual 2024 potash sales volumes to 4.6Mmt, already committed, in expectation of improved conditions in 2025 Expected tax rate of approximately ~28% Full year 2024 Updating 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.

Thank you Contact [email protected] for more information on ICL View our interactive data tool at https://investors.icl-group.com/interactive-data-tool/default.aspx

Appendix Third Quarter 2024

Phosphate Solutions(2) US$M 3Q’24 2Q’24 3Q’23 Segment sales $577 $572 $595 Segment operating income $100 $93 $73 Segment operating margin 17% 16% 12% Depreciation and amortization $40 $53 $45 Segment EBITDA $140 $146 $118 Segment EBITDA margin 24% 26% 20% Calculation of segment EBITDA Third quarter 2024 Industrial Products US$M 3Q’24 2Q’24 3Q’23 Segment sales $309 $315 $267 Segment operating income $50 $60 $31 Segment operating margin 16% 19% 12% Depreciation and amortization $15 $14 $11 Segment EBITDA $65 $74 $42 Segment EBITDA margin 21% 23% 16% Potash(1) US$M 3Q’24 2Q’24 3Q’23 Segment sales $389 $422 $526 Segment operating income $59 $60 $125 Segment operating margin 15% 14% 24% Depreciation and amortization $61 $58 $39 Segment EBITDA $120 $118 $164 Segment EBITDA margin 31% 28% 31% (1) For 2024, adjusted EBITDA has been positively impacted by an immaterial accounting reclassification. (2) For 3Q’24, Phosphate Specialties comprised $331M of segment sales, $49M of OI, $12M of D&A and represented $61M of EBITDA, while Phosphate Commodities comprised $246M of segment sales, $51M of OI, $28M of D&A and represented $79M of EBITDA. In 2024, ICL moved its Prolactal business from Phosphate Solutions to Other and, as a result, historical segment data has been restated. Note: Numbers may not add, due to rounding and set-offs. 23 Growing Solutions US$M 3Q’24 2Q’24 3Q’23 Segment sales $538 $494 $550 Segment operating income $49 $25 $20 Segment operating margin 9% 5% 4% Depreciation and amortization $15 $20 $17 Segment EBITDA $64 $45 $37 Segment EBITDA margin 12% 9% 7%

Segment results analysis Third quarter 2024 Segment Sales US$M Industrial Products Potash(1) Phosphate Solutions(2) Growing Solutions 3Q’23 $267 $526 $595 $550 Quantity $58 ($70) $3 $3 Price ($17) ($69) ($24) $11 Exchange rates $1 $2 $3 ($26) 3Q’24 $309 $389 $577 $538 Segment EBITDA US$M Industrial Products Potash(1) Phosphate Solutions(2) Growing Solutions 3Q’23 $42 $164 $118 $37 Quantity $16 ($22) $18 $2 Price ($17) ($69) ($24) $11 Exchange rates $1 $5 $6 ($4) Raw materials $3 - $25 $35 Energy $2 $1 - $1 Transportation ($2) ($7) ($2) ($2) Operating and other expenses $20 $48 ($1) ($16) 3Q’24 $65 $120 $140 $64 24 (1) For 2024, adjusted EBITDA has been positively impacted by an immaterial accounting reclassification. (2) For 3Q’24, Phosphate Specialties comprised $331M of segment sales, $49M of OI, $12M of D&A and represented $61M of EBITDA, while Phosphate Commodities comprised $246M of segment sales, $51M of OI, $28M of D&A and represented $79M of EBITDA. In 2024, ICL moved its Prolactal business from Phosphate Solutions to Other and, as a result, historical segment data has been restated. Note: Numbers may not add, due to rounding and set-offs.

Reconciliation tables Calculation of adjustments for third quarter 2024 Adjusted EBITDA US$M 3Q’24 2Q’24 3Q’23 Net income $127 $130 $142 Financing expenses, net $39 $33 $42 Taxes on income $49 $48 $43 Less: Share in earnings of equity-accounted investees ($1) - - Operating income $214 $211 $227 Depreciation and amortization $140 $152 $119 Adjustments(1) $29 $14 - Adjusted EBITDA $383 $377 $346 Free cash flow(2) US$M 3Q’24 2Q’24 3Q’23 Cash flow from operations $408 $316 $426 Additions to PP&E, intangible assets and dividends from equity-accounted investees(3) ($158) ($141) ($190) Free cash flow $250 $175 $236 Adjusted NI and diluted EPS US$M, ex. per share 3Q’24 2Q’24 3Q’23 Net income, attributable $113 $115 $137 Adjustments(1) $29 $14 - Total tax adjustments ($6) ($3) - Adjusted net income, attributable $136 $126 $137 Weighted-average number of diluted ordinary shares outstanding in millions 1,290 1,290 1,291 Adjusted diluted EPS $0.11 $0.10 $0.11 Net debt to adjusted EBITDA(4) US$M 3Q’24 Net debt $1,769 Adjusted EBITDA $1,416 Net debt to adjusted EBITDA 1.2 Note: Numbers may not add, due to rounding and set-offs. (1) See detailed reconciliation table – adjustments to reported operating and net income (non-GAAP) – in corresponding quarters’ earnings release. (2) Commencing in 2Q’24, a reclassification of interest received as cash used in investing activities and interest paid as cash used in financing activities (instead of as cash provided by operating activities) resulted in a slight shift to historical figures. (3) Also includes proceeds from sale of property, plants and equipment (PP&E). (4) Net debt to adjusted EBITDA ratio is calculated by dividing net debt, without securitization, by past four quarters adjusted EBITDA. 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.

/s/ Aviram Lahav
Name: Aviram Lahav
Title: Chief Financial Officer
/s/ Aya Landman
Name: Aya Landman
Title: VP, Chief Compliance Officer & Corporate Secretary

Date: November 11, 2024

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