Business Context and Reporting Period
Company: ICL Group Ltd.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: January 28, 2026
Subject: Execution of a detailed and binding agreement with the State of Israel regarding the Dead Sea Concession Assets, finalizing principles previously outlined in a November 2025 Memorandum of Understanding (MOU).
Key Financial Metrics and Transaction Terms
This filing details a specific transaction agreement rather than reporting standard quarterly financial results (revenue, profit, cash flow). Key financial terms of the agreement include:
- Total Consideration: The State of Israel will pay ICL a base amount of USD 2,540 million for the transfer of Concession Assets.
- Additional Reimbursement: The Total Consideration includes reimbursement for "harvest investments" made by the Dead Sea Companies from January 1, 2025, for the permanent salt harvesting solution. This amount is estimated at hundreds of millions of dollars.
- Payment Schedule:
- 95% of the Total Consideration (subject to adjustments) payable on April 1, 2030 (end of Concession period).
- 5% of the Total Consideration payable on September 1, 2030 (Final Reconciliation Date).
- Investment Adjustments: The final payment is subject to adjustments based on actual investment and maintenance levels compared to prescribed multi-year averages and annual minimums.
Material Changes and Operational Impact
Resolution of Uncertainty: The agreement removes significant uncertainty regarding the termination of the Dead Sea Concession in 2030 and the valuation of assets to be transferred to the State or a Future Concession holder.
Asset Transfer: Upon expiry (March 31, 2030), all fixed tangible and intangible assets required for the Concession will be transferred to the State or Future Concession holder in a fit and proper condition.
Liability Split: Third-party claims arising prior to the Concession expiry remain with the Dead Sea Companies; claims arising after expiry apply to the State or Future Concession holder.
Downstream Operations: Operational agreements have been secured to ensure the continued supply of raw materials to downstream industries until at least March 31, 2035. Management does not expect a material change in the profitability of downstream industries or Concession operations based on current price levels.
Guidance, Outlook, and Risks
Future Concession Participation: ICL intends to participate in the competitive tender process for the "Future Concession" if the terms are economically viable and ensure a stable regulatory environment. The Company has waived its right of first offer but retains the right to bid.
Harvesting Solution: ICL is obligated to complete the permanent salt harvesting solution. If not completed by the Concession expiry, ICL must continue operations and investments, with reimbursement paid within 60 days of completion.
Risks:
- Forward-looking statements regarding the agreement's implementation and future profitability are subject to risks including changes in government policy, regulatory constraints, and market conditions.
- Dispute resolution mechanisms may affect the timing or amount of final payments.
- The State retains the right to enforce damages if the Harvesting Solution is not completed by the end of the Concession period.
Investor Verification Checklist
- Verify the specific definition and list of "Concession Assets" attached as an appendix to the Agreement (available on the Company's website).
- Monitor the "New Investment Procedure" reports to track actual investment levels versus prescribed amounts, which will adjust the final payment.
- Review the terms of the "Future Concession" tender process once published to assess economic viability for ICL's participation.
- Track progress on the "Harvesting Solution" to ensure completion by the 2030 deadline and avoid potential liability for damages.
- Confirm the status of operational agreements securing raw material supply for downstream industries through 2035.