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RESULTS AND BUSINESS OVERVIEW
A. OPERATING RESULTS
The
information included in the discussion and analysis below provides details on the information for the years ended December 31, 2025. and
December 31, 2024. Certain Information related to the year ended December 31, 2023 has not been included. It can be found in the Company's
filing of Form 20-F for the year ended December 31, 2024.
Principal
Factors affecting our Results of Operations and Financial Condition
Global
politics, macroeconomic divergence, ongoing conflicts, climate volatility, and evolving trade policies continue to shape our end markets
in 2025, influencing both agricultural demand fundamentals and input cost dynamics. Against this backdrop, global crop markets have remained
relatively weak, while fertilizer prices—following their sharp correction from the 2022–2023 peaks—stabilized throughout
2024 and have firmed in 2025 compared with 2024 levels. This combination of softer crop prices and strengthening fertilizer prices has
pressured farmer affordability, particularly for phosphate-based fertilizers. Elevated sulphur prices, a key raw material in phosphate
production, have contributed to higher phosphate costs, further tightening farmer margins and leading to more cautious purchasing patterns
and disciplined application decisions across several key regions. More broadly, pricing dynamics remain sensitive to weather disruptions,
energy markets, logistics constraints, and raw material volatility, reinforcing continued uncertainty across agricultural supply chains.
Global
inflation moderated further in 2025 compared with its post-pandemic highs, enabling additional policy rate cuts by major central banks,
including the US Federal Reserve and the European Central Bank. While monetary conditions have gradually eased, real interest rates remain
restrictive in several regions, and financing costs are still elevated relative to the pre-2020 period. Persistent structural pressures—tight
labor markets, higher wage baselines, fiscal deficits, and elevated sovereign debt—continue to constrain policy flexibility and
create a complex operating environment for capital-intensive industries.
Currency
markets introduced an additional layer of complexity in 2025. The weakening of the US dollar against major market currencies, including
a notable depreciation versus the Israeli shekel, has adversely impacted profitability for export-oriented operations with a cost base
partially denominated in stronger local currencies.
Heading
further into 2025, the global economy faces a more fragmented growth outlook. Geopolitical tensions in Eastern Europe and the Middle East,
alongside strategic competition among major economies, continue to pose risks to energy markets and global trade flows. Trade policy uncertainty
has increased, with the expansion and reconfiguration of tariffs, targeted export controls, and industrial policy measures influencing
cross-border investment and sourcing decisions. In particular, selective tariff increases and subsidy regimes in key markets are reshaping
supply chains, accelerating regionalization trends, and raising input costs in certain segments. Meanwhile, uneven growth in China, modest
expansion in the United States, and subdued momentum in parts of Europe contribute to continued variability in commodity demand and capital
investment, reinforcing the need for operational agility and disciplined cost management.
For
further information regarding Risks Related to our Industry and Business, see “Item 3 - Key Information— D. Risk Factors”.
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Group Limited 212
As
a multinational company our financial results are affected by changes in the demand for basic agricultural products, global economic trends,
changes in terms of trade and financing, and fluctuations in currency exchange rates. As part of our business strategy implementation,
we take steps to adapt our marketing and production policies to evolving global market conditions, improve cash flow, diversify sources
of finance, strengthen our financial position, and optimize efficiency and minimize costs.
In
2025 and 2024, approximately 56% and 54%, respectively, of our total sales derived from production activities outside of Israel. In both
2025 and 2024, approximately 4% of our total sales derived from sales in Israel. There is not a single customer on which we are materially
dependent, or that accounted for more than 10% of the Company’s total sales in 2025.
Our
financial statements are presented in US dollars. Most sales are in dollars, with some in euros, and certain Israeli expenses in shekels.
Shekel devaluation improves profitability, while euro devaluation reduces it. In 2025, results were negatively affected by shekel appreciation
partially offset by the hedging impacts and the Brazilian real depreciation.
We
hedge certain exposures, including sales and operating expenses not denominated in our functional currency, particularly NIS and
other non-functional currencies, as well as exposure to marine transportation and energy prices. The extent of our hedging activities
is determined by management based on estimates of sales and operating expenses and expectations regarding market conditions.
For
further information, see “Item 5 – Financial Results and Business Overview— A. Operating Results” and "Item 11
- Quantitative and Qualitative Disclosures about Market Risk".
Energy
expenses represented approximately 7% and 6% of total operating costs in 2025 and 2024, respectively, reflecting a 28% year-over-year
increase, mainly driven by electricity and natural gas expenses.
ICL
is a major natural gas consumer in Israel and has transitioned key facilities to natural gas, reducing emissions, improving output quality,
and lowering maintenance costs. For further information, including details of the specific natural gas purchasing agreements undertaken
by the Company, see Note 18 to our Audited Financial Statements and “Item 4 - Information on the Company— B. Business Overview”
Marine
transportation expenses in 2025 and 2024 amounted to approximately $249 million and $287 million, respectively, comprising 4% of our total
operating costs for each year. The decrease is primarily attributed to decreasing marine transportation costs.
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Group Limited 213
Industrial
Products segment Trends
ICL's
Industrial Products segment is closely tied to activity levels across various industries, including electronics, construction, automotive,
oil drilling, furniture, pharmaceutical, agro, textile and water treatment.
In
2025, approximately 46% of global bromine consumption was attributed to flame-retardants, around 22% was used in clear brine fluids, while
the remaining share was utilized in chemical intermediates, industrial applications, water treatment, and other specialized uses.
Below
are the trends of the business lines main activities:
Flame
retardants: In 2025, demand remained weak across all flame-retardant applications, mainly due to
subdued activity in end markets — particularly the building and construction sectors. This was largely driven by ongoing economic
challenges in China and Europe which negatively impacted consumer goods consumption.
ICL’s
phosphorus-based flame retardants also faced soft demand, compounded by global economic conditions and excess production capacity in China,
which exerted downward pressure on prices. However, ICL’s successful anti-dumping claims in the EU and US during 2024-2025 against
imports of tris (2-chloro-1-methylethyl) phosphate (TCPP) from China resulted in the EU imposing 63% duties and the US imposing 200% duties.
These trade measures supported stronger sales volumes and improved pricing during 2025.
While
regulatory pressure on plastic additives continues, emerging global trends such as electric vehicles (EV), automation, digitalization,
and energy-efficient construction are supporting growing demand for new flame retardants that meet evolving regulatory standards.
Industrial
solutions: In 2025, demand for elemental bromine remained soft, particularly in the flame retardants
and agro markets, reflecting global economic dynamics.
Demand in agro market was low,
mainly due to high inventory levels in end markets. Industrial Services, specifically functional
fluids, experienced stable demand. Similarly, clear brine fluids maintained steady demand,
consistent with typical drilling activity cycles.
Specialty
minerals: In 2025, magnesia and calcium products were characterized by higher competition across
most applications. Solid MgCl2 - usage increased, mainly due to its expended use as a prime de-icer following a favorable winter season.
Since the end of 2022, Packed KCl market has experienced an excess supply of KCl which has significantly increased competition. Consequently,
we implemented a price reduction strategy in 2024, which enabled us to maintain our market share in 2025. In pure KCL, we experienced
increased demand, particularly for sodium replacer and pharmaceutical applications.
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Group Limited 214
Potash
segment Trends
The
2024/25 and 2025/26 crop cycles benefited from mostly favorable weather, supporting yields in key regions, and generally weighing on prices.
While corn, wheat, and rice prices decreased by 2.1%, 9.7%, and 30.4% respectively year-over-year, soy price increased by 6.7% in 2025.
Corn
production for 2024/25 and 2025/26 crop cycles is projected at 1.2-1.3 billion tonnes, above the five-year average of 1.2 billion tonnes,
driven mostly by higher outputs in the Americas. In the US, planted area increased by 5% to 95-million acres in 2025/26, as farmers favoured
corn over soybeans due to growing concerns over US-China trade relations. Production was further supported by near-ideal growing conditions,
which boosted yields by 4% year-over-year. In Latin America, Brazil delivered a record 126 million tonnes during the 2025 Safrinha, and
Argentina produced 50 million tonnes despite early weather challenges.
Soy
production is also tracking higher, estimated at 427 million tonnes for 2024/25 and 426 million tonnes for 2025/26 (the prior five-year
average of 369 million tonnes). This growth is driven primarily by Brazil, reflecting expanded planted area, strong yields, and market
opportunism following strained US-China relations. Meanwhile, wheat production is recovering, with output estimated at 842 million tonnes
for 2025/26, supported by improved production in Europe and record levels in Australia.
Nevertheless,
rising consumption continues to tighten supply buffers. According to the US Department of Agriculture’s (USDA) January 2026 WASDE
report, the stock-to-use ratio is projected to decline to 26-27%, down from the five-year average of 29%. This indicates that the market
remains exposed to price volatility from any future supply disruption.
Global
potash market - average prices and imports:
Average prices 2025 2024 VS 2024
Granular potash – Brazil CFR spot ($ per tonne) 348 299 16.4%
Granular potash – Northwest Europe CIF spot/contract (€ per tonne) 355 349 1.7%
Standard potash – Southeast Asia CFR spot ($ per tonne) 348 294 18.4%
Potash imports
To Brazil million tonnes 13.3 13.4 (0.7)%
To China million tonnes 12.8 12.6 1.6%
To India million tonnes 2.9 3.1 (6.5)%
Sources:
CRU (Fertilizer Week Historical Price: December 2025), SIACESP (Brazil), United Port Services (Brazil), FAI (India), Chinese customs data,
Global Trade Tracker (GTT).
As
for potash, 2025 marked a turning point after two consecutive years of decreased prices. Early in the year, supply tightened following
Belaruskali's announcement of production cuts. At the same time, uncertainty emerged with the introduction of new US import tariffs, which
initially appeared to include Canadian MOP. Although potash was later exempt, global prices had already reacted upward. By the end of
the first quarter, spot prices for granular potash in Brazil and Europe, as well as standard potash in Southeast Asia, were 6-13% higher
quarter-over-quarter.
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The
positive momentum strengthened through the second quarter of 2025, as favorable affordability and robust demand pushed spot prices even
higher. By mid-year, new contracts were concluded, first with India at $349/mt, and then with China at $346/mt, reflecting increases of
$65 and $73 /mt, respectively.
During
the second half of the year, sentiment weakened as softer agricultural fundamentals reduced fertilizer demand, causing most spot potash
prices to stabilize or decline in the third and fourth quarters. Nevertheless, the year closed on a positive note when China, facing low
inventories, agreed to a 2026 contract at $348/mt in late November.
Magnesium
Trends
In
2025, demand in the aluminum market, in which magnesium is utilized as a strengthening element, as well as in the automotive sector, was
relatively soft due to global economic uncertainty impacting end consumers.
Trends
affecting Phosphate Solutions segment
Key
phosphate fertilizer benchmarks recorded an average year-over-year increase of 20% in 2025. The market opened the year with strong momentum,
underpinned by favorable growing conditions, concerns over the impact of new tariffs, and limited international availability from China.
However, dynamics shifted notably midway through the third quarter as affordability concerns intensified. This sentiment shift triggered
a period of buyer caution and price corrections, creating a challenging environment for producers; finished fertilizer prices declined
just as raw material costs, specifically sulphur, surged, severely compressing industry margins. Developments in the key phosphate markets
are described below.
Throughout
2025, the Chinese government prioritized domestic fertilizer availability through stringent export management. During the first five months,
DAP/MAP exports dropped below 200,000 tonnes, a significant decline from the 1.6 million tonnes recorded in 2024 and the five-year average
of 2.4 million. This policy successfully mitigated domestic inflation, with local DAP benchmarks rising less than international prices,
despite an increase of exports of superphosphate and NP fertilizers.
Following
the easing of seasonal domestic demand, an export window opened between June and November. Shipments reached 4.9 million metric tonnes—marginally
exceeding the five-year average—which increased global supply and softened international prices. However, the government re-imposed
restrictions in the fourth quarter, signaling that 2026 may see stricter grade limitations and a more constrained export timeframe.
India’s
phosphate trade began 2025 on a subdued note, mirroring the slow start seen in China. Importers initially deferred purchases, anticipating
that weak demand in the first half would soften international pricing, a move intended to improve retail economics and alleviate government
subsidy pressures. However, this strategy proved ineffective. Restricted Chinese exports kept Indian inventories critically low just as
a robust monsoon catalyzed strong farm demand. Forced to rebuild stock aggressively, importers drove prices upward; DAP peaked at $812
per tonne in July 2025, approximately $260 above the previous year’s levels. Prices began to ease toward year-end; despite continued
firm local demand, improved stock levels and shifting international sentiment pressured values downward.
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The
US phosphate market experienced significant volatility in 2025, defined by shifting trade policies and fluctuating agricultural economics.
While imports from Morocco and Russia have been subject to countervailing duties (CVDs) since 2020, the Trump Administration introduced
broad tariffs on most foreign phosphate suppliers in early 2025, raising import costs and supporting higher domestic prices. Despite these
measures, farmer sentiment remained strong in the first half of the year, supported by a weaker US dollar and improved agricultural export
economics. Consequently, US farmers planted more than 95 million acres of corn, a 5% year-over-year increase, which underpinned fertilizer
demand. As a result, DAP FOB NOLA prices rose from $578 per short tonne ($637/mt) at the end of 2024 to a peak of $805 per short tonne
($887/mt) in August 2025.
Market
dynamics shifted in the second half of the year, with DAP FOB NOLA prices corrected by $190 per short tonne ($209/mt) by year-end. While
seasonal price adjustments are typical, the magnitude of this decline was exacerbated by buyer caution and weaker-than-expected Autumn
Fill demand. Import data reflects this contraction, with DAP/MAP volumes for the first nine months down 40% year-over-year and 31% below
the five-year average. Regulatory developments also influenced the market significantly in the fourth quarter. In October, the US Senate
initiated an investigation into competition within the seed and fertilizer sectors; shortly thereafter, in November, the Administration
removed tariffs on most fertilizers.
Despite
a weather-delayed start to the year, Brazilian market liquidity improved consistently throughout the first quarter as conditions for the
Safrinha corn crop stabilized. Optimism regarding potential agricultural gains from US/China trade tensions fueled bullish sentiment,
driving importers to secure stock. This momentum pushed phosphate prices significantly higher; by the end of the second quarter, MAP and
TSP reached $755 per tonne and $595 per metric tonne, respectively, marking a year-on-year increase of approximately $140-145.
The
market trend reversed in the second half of the year as sentiment turned negative. MAP CFR Brazil peaked at $760/mt in early July before
undergoing a steady decline, ending the year at $630/mt. This correction was driven by a deterioration in fundamentals: expected benefits
from trade tensions failed to materialize as soybean prices underperformed and credit tightened. Simultaneously, firm import volumes led
to a buildup of domestic inventories. By year-end, high prices and affordability constraints had significantly altered the consumption
mix. Eleven-month data highlight a reduction in DAP/MAP imports relative to the five-year average, contrasted by growth in TSP and SSP
volumes as buyers pivoted toward more affordable alternatives.
The
Indian phosphoric acid price rose consistently throughout 2025 from $1,055 per tonne P2O5 in the first quarter, to $1,290 per metric tonne
P2O5 in the final quarter. Contracts are typically negotiated on a quarterly basis and tend to reflect movements in DAP/MAP prices, while
also being influenced by raw material cost trends.
Sulphur
availability and prices have posed serious concerns through 2025. Firm demand from the metals sector in Southeast Asia, and the phosphate
sector in China, coupled with tight availability, particularly from Russia and other countries in the Former Soviet Union (FSU), drove
FOB Middle East prices up from $165 per tonne at the end of 2024, to $515 per tonne by the end of 2025.
Global
Phosphate commodities market - average prices:
Average prices $ per tonne 2025 2024 VS 2024
DAP CFR India Spot 720 587 23%
TSP CFR Brazil Spot 555 465 19%
SSP CPT Brazil inland 18-20% P2O5 Spot 296 283 5%
Sulphur Bulk FOB Adnoc monthly contract 286 100 186%
Source:
CRU (Fertilizer Week Historical Prices, December 2025).
In
2025, global phosphate specialties sales increased year-over year despite a continued competitive market environment. Prices experienced
pressure due to overcapacity in the market resulting from new production capacities and lower input costs. Furthermore, slow economic
growth rates fueled competition for market share and volumes. Food-grade white phosphoric acid sales were stable compared to 2024, with
higher volume offset by lower selling prices. Volumes for industrial specialties and food products experienced a significant uptick during
the year, while prices decreased in line with raw material costs. The Battery Materials market in China experienced an upward trend, with
demand increasing at higher prices compared to the previous year.
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Group Limited 217
Growing
Solutions Segment Trends
The
Growing Solutions segment serves the agriculture and Turf & Ornamental markets. A key trend is the expansion of traditional commodity
producers into specialty fertilizers, offering more specialized and higher-value products. Additionally, the industry is witnessing consolidation
through acquisitions and mergers, with larger players absorbing smaller specialty fertilizer companies worldwide.
Specialty
Agriculture Markets:
The
Specialty agriculture markets encompass open-field crops such as rice, corn, potatoes, vegetables, fruits, as well as orchards and greenhouses.
Our
product portfolio for this sector includes eight main groups: (1) soluble fertilizers, including water-soluble straights like MKP, MAP
and PeKacid, along with water soluble NPK blends (WSNPK); (2) Micronutriants; (3) controlled release fertilizers (CRF); (4) liquid NPKs;
(5) seed treatment; (6) biostimulants; (7) adjuvants; and (8) soil conditioners.
The
specialty agriculture markets continue to grow steadily, driven by rising global population, limited arable land, and evolving regulatory
frameworks. Increasingly stringent regulations at local and national levels are encouraging more efficient fertilizer use, such as China’s
restrictions on nitrogen application and measures to limit nitrogen leaching across several European countries. Demand remains particularly
strong in key markets like China, India, and Brazil, while Europe shows more moderate growth. However, the growth of Controlled Release
Fertilizers (CRF) in Europe is expected to be robust, supported by initiatives such as the European Green Deal and the Farm to Fork strategy.
The
Controlled Release Fertilizer (CRF) market is expanding globally, with notable growth in China, where both demand and production capacity
have risen significantly – driven primarily by producers like Kingenta and Moith. In the US, the market is also growing, although
capacity expansion is mainly focused on lower-grade CRFs from companies such as Nutrien and Pursell. In Brazil, CRF adoption is accelerating
rapidly, supported by the region’s challenging climate and poor soil conditions. While field trials have demonstrated the clear
economic and environmental benefits of CRF use, broader adoption remains limited due to its higher cost relative to traditional fertilizers.
In
October 2024, the EU Commission published new biodegradability criteria for coating agents used in Controlled Release Fertilizers (CRFs),
which will take effect on October 17, 2028. From that date, all CRFs sold in the EU must comply with these standards. In response, the
Company has developed innovative biodegradable CRF technologies under the eqo.x and eqo.s brands, ensuring compliance ahead of the regulatory
deadline.
The
soluble fertilizer market continues to evolve, with some commodity- focused producers enhancing their presence in specialty fertilizers.
In China, government's policies aimed at improving fertilizer efficiency and reducing overall consumption have led to a sharp increase
in WSNPK blending supply. Similarly, in India, the adoption of drip irrigation systems is accelerating the shift toward water-soluble
fertilizers, which are seen as more efficient than conventional fertilizers. Consequently, compound NPK producers are exploring new growth
opportunities, contributing to increased WSNPK supply.
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Group Limited 218
In
China, rising demand for specialty fertilizers is driven by the expansion of high-value crops, which offer promising returns. At the same
time, shifts in farming practices — driven by weather variability, diverse crop types, and a shrinking agricultural labor force
— are increasing reliance on drip irrigation. These trends are solidifying China's position as the world’s largest fertigation
market.
Turf
and Ornamental Horticulture Markets:
Turf
and Landscape
The
segment’s Turf and Landscape business serves the professional turf market (including golf courses and sports fields) as well as
the landscape and lawn care markets.
In
2025, the professional turf market experienced stronger demand during the spring compared to 2024, with notable growth across most product
categories –particularly in the professional sport and golf sectors. Favorable and mild weather conditions early in the year led
to an earlier start to the fertilizer application season. However, mid-year granular fertilizers applications were somewhat limited due
to drought conditions in Europe, which shifted demand toward liquid fertilizers and water conservations agents. The market continues to
show growing interest in sustainable solutions, such as controlled release fertilizers and biostimulants. ICL offers a wide range portfolio
of professional turf products to create a full integrated turf management program to keep grass strong and healthy.
The
landscape and lawn care market in Europe remained affected by cautious consumer sentiment during most of 2025. High inflation over recent
years and increased living costs continued to limit spending on gardening and landscaping services. Additionally, dry summer conditions
further reduced applications volumes in the lawn service business. A modest recovery was observed in the second half of the year as conditions
began to improve.
Ornamental
Horticulture
The
Ornamental Horticulture market includes container nursery growers, as well as producers of potted and bedding plants (typically grown
in greenhouses).
At
the beginning of 2025, demand in the ornamental horticulture market remained generally stable compared to 2024, particularly across Europe
and North America. Consumer sales of green goods varied significantly by country and region, leading to different levels of potting activities.
In mid-2025, green goods sales began to slow slightly. As a result, some distributors carried lower inventories of inputs during the second
half of the year, having reduced higher-cost inventories toward the end of 2024.
FertilizerpluS
Markets:
In
2025, demand for FertilizerpluS products, particularly Polysulphate standard and Polysulphate granular, remained relatively stable compared
to 2024. India and North America continued to show growing adoption to these products, while Europe remained the largest market.
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Group Limited 219
Adjustments
to reported operating and net income (non-GAAP financial measures)
We
disclose in this Annual Report non-IFRS financial measures titled adjusted operating income and adjusted net income attributable to the
Company’s shareholders. Our management uses these adjusted measures to facilitate operating performance comparisons from period
to period. We calculate our adjusted operating income by adding certain items, as set forth in the reconciliation table below. Some of
these items may recur. We calculate our adjusted net income attributable to the Company’s shareholders by adding certain items,
as set forth in the reconciliation table below, excluding the total tax impact of such adjustments.
You
should not view adjusted operating income or adjusted net income attributable to the Company’s shareholders as a substitute for
operating income or net income attributable to the Company’s shareholders as determined in accordance with IFRS, and you should
note that our definitions of adjusted operating income and adjusted net income attributable to the Company’s shareholders 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 our non-IFRS financial measures as tools for comparison. However, we believe adjusted operating income and adjusted
net income attributable to the Company’s shareholders provide useful information to both management and investors by excluding certain
items that management believes are not indicative of our ongoing operations. Our management uses these non-IFRS measures to evaluate the
Company's business strategies and its management's performance. We believe that these non-IFRS measures provide useful information to
investors because they improve the comparability of our financial results over periods and provide for greater transparency of key measures
used to evaluate our performance.
The
table below reconciles total adjusted operating income and total adjusted net income attributable to the shareholders of the Company,
to the comparable IFRS measures:
For the Year Ended December 31,
2025 2024 2023
US$ millions
Operating income 580 775 1,141
Charges related to the security situation in Israel (1) 54 57 14
Impairment and write-off of assets and provision for site closure (2) 131 35 49
Provision for early retirement (3) 28 4 16
Legal proceedings, dispute, and other settlement expenses (4) 80 2 (2)
Total adjustments to operating income 293 98 77
Adjusted operating income 873 873 1,218
Net income attributable to the shareholders of the Company 226 407 647
Total adjustments to operating income 293 98 77
Total tax adjustments (5) (54) (21) (9)
Total adjusted net income - shareholders of the Company 465 484 715
(1) For 2025, 2024 and 2023, reflects charges relating to the security situation in Israel.
(2) For 2025, reflects mainly asset write-offs resulting from the closure of LFP projects, impairment of assets in the Company’s UK operation, and a small R&D activity in Israel, following the implementation of the Company’s strategy, including efficiency and cost-reduction programs. It also includes asset write-offs related to a fire at Ashdod Port and two portfolio companies due to failed business continuity and funding. For 2024, reflects mainly a write-off of assets resulting from the closure of small sites in Israel and Turkey. For 2023, reflects mainly a write-off of assets related to restructuring at certain sites, including site closures and facility modifications as part of the Company’s global efficiency plan.
(3) For 2025, 2024 and 2023, reflects provisions for early retirement due to restructuring at certain sites, as part of the Company’s global efficiency plan.
(4) For 2025, reflects a provision for prior years following a Supreme Court ruling regarding water extraction fees in the Dead Sea concession area. For 2024, reflects reimbursement of arbitration costs associated with the Ethiopian potash project. For 2023, reflects a reversal of a legal provision.
(5) For 2025, 2024 and 2023, reflects the tax impact of adjustments made to operating income.
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Group Limited 220
Results
of Operations
In
our year‑over-year comparisons, we present 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 main trends' impact on our businesses. We have also based the following
discussion on our financial statements, and as such, you should read such discussion together with them.
We
have elected to omit discussion on the earliest of the three years covered by the consolidated financial statements presented. Refer to
"Item 5 - Financial Results and Business Overview" located in our Form 20-F for the fiscal year ended December 31, 2024, filed on March
13 ,2025, for reference to discussion of the fiscal year ended December 31, 2024, the earliest of the three fiscal years presented.
Set
forth below are our results of operations for the years ended December 31, 2025 and 2024.
For the Years Ended December 31, % Increase (Decrease)
2025 2024
$ millions $ millions
Sales 7,153 6,841 5%
Cost of sales 4,967 4,585 8%
Gross profit 2,186 2,256 (3)%
Selling, transport and marketing expenses 1,114 1,114 0%
General and administrative expenses 299 259 15%
Research and development expenses 70 69 1%
Other expenses 161 60 168%
Other income (38) (21) 81%
Operating income 580 775 (25)%
Finance expenses 298 181 65%
Finance income (159) (41) 288%
Finance expenses, net 139 140 (1)%
Share in earnings of equity-accounted investees - 1 (100)%
Income before taxes on income 441 636 (31)%
Taxes on income 161 172 (6)%
Net income 280 464 (40)%
Net income attributable to non-controlling interests 54 57 (5)%
Net income attributable to shareholders of the Company 226 407 (44)%
Earnings per share attributable to shareholders of the Company:
Basic earnings per share (in dollars) 0.18 0.32 (44)%
Diluted earnings per share (in dollars) 0.18 0.32 (44)%
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Group Limited 221
Results
of operations for the Year 2025
Sales Expenses Operating income
$ millions
YTD 2024 figures 6841 (6,066) 775
Total adjustments YTD 2024* - 98 98
Adjusted YTD 2024 figures 6,841 (5,968) 873
Quantity (56) 30 (26)
Price 298 - 298
Exchange rates 70 (113) (43)
Raw materials - (129) (129)
Energy - (2) (2)
Transportation - 34 34
Operating and other expenses - (132) (132)
Adjusted YTD 2025 figures 7,153 (6,280) 873
Total adjustments YTD 2025* - (293) (293)
YTD 2025 figures 7,153 (6,573) 580
*
See "Adjustments to reported operating and net income (non-GAAP)" above.
- Quantity – The negative impact on operating income was mainly due to lower sales volumes of potash, bromine-based flame retardants, elemental bromine and FertilizerpluS products. This was partially offset by higher sales volumes of WPA, food specialties, phosphate fertilizers, industrial salts, MAP used as raw materials for energy storage solutions, phosphorus-based flame retardants, clear brine fluids and specialty agriculture products.
- Price – The positive impact on operating income was primarily related to an increase of $34 in the potash price (CIF) per tonne, as well as higher selling prices of phosphate fertilizers, specialty agriculture products, FertilizerpluS products, bromine- and phosphorus-based flame retardants, elemental bromine, and specialty minerals products. This was partially offset by lower selling prices of food specialties and WPA.
- Exchange rates – The unfavorable impact on operating income was mainly due to higher operational costs resulting mainly from the appreciation of the average exchange rate of the euro and the Israeli shekel against the US dollar, which outweighed their positive impact on sales. This impact was partially offset by a favorable impact from the Brazilian real depreciation.
- Raw materials – The negative impact on operating income was primarily related to higher costs of sulphur, commodity fertilizers and nitrogen. This was partially offset by lower costs of ammonia and raw materials used in the production of industrial solutions products.
- Transportation – The positive impact on operating income was due to reduced marine transportation costs, primarily to Brazil, China and India.
- Operating and other expenses – The negative impact on operating income was primarily related to higher maintenance and operational costs, as well as higher royalties' payments.
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Financing
Expenses, Net
Net
financing expenses for the year ended December 31, 2025, amounted to $139 million compared to $140 million in 2024, a decrease of $1 million.
Tax
Expenses
In
2025, the Company’s reported tax expenses totaled $161 million, compared to $172 million in 2024, reflecting an effective tax rate
of 37% and 27%, respectively. The relatively higher effective tax rate in 2025 was primarily attributable to the recognition of an impairment
in our UK operation for which no deferred tax benefit was recorded.
Government
Takes
The
following table sets forth the total Government Takes (GT) the Company paid to the State of Israel in 2025, 2024 and 2023:
Year Ended December 31, $ millions NIS millions
2025 442 1,524
2024 364 1,348
2023 652 2,399
The
GT include, among others, royalties, leases, dividend withholding tax, payroll taxes and social security and payments relating to taxes,
including advances regarding the Surplus Profit Levy.
Expected
Expenses for Equity and Cash Compensation Plans
Based
on existing grants under the amended 2014 Equity Compensation Plan, the expected total expenses for the periods ending December 31, 2026,
December 31, 2027, and December 31, 2028, are approximately $9 million, $3 million, and $1 million, respectively. For further information,
see Note 19 to our Audited Financial Statements.
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Segment
Information
Segment
revenue, expenses and results include inter-segment transfers, which are based on transactions prices in the ordinary course of business.
This is aligned with reports that are regularly reviewed by the Chief Operating Decision Maker. Inter-segment transfers are eliminated
as part of the financial statements' consolidation process.
Industrial
Products segment - Results of operations for the year 2025
2025 2024
$ millions $ millions
Segment Sales 1,254 1,239
Sales to external customers 1,238 1,220
Sales to internal customers 16 19
Segment Operating Income 220 224
Depreciation and amortization 60 57
Segment EBITDA 280 281
Capital expenditures 81 94
Below
is a geographical breakdown of our sales to external customers, by customer location:
Year Ended December 31,
2025 2024
$ millions $ millions
Asia 403 438
Europe 382 388
North America 389 327
South America 21 20
Rest of the world 43 47
Total 1,238 1,220
ICL
Group Limited 224
Sales Expenses Operating income
$ millions
YTD 2024 figures 1,239 (1,015) 224
Quantity (58) 42 (16)
Price 63 - 63
Exchange rates 10 (23) (13)
Raw materials - 11 11
Energy - (2) (2)
Transportation - 1 1
Operating and other expenses - (48) (48)
YTD 2025 figures 1,254 (1,034) 220
- Quantity – The negative impact on operating income was primarily related to a decrease in sales volumes of bromine-based flame retardants, elemental bromine and phosphorus-based industrial solutions. This impact was partially offset by higher sales volumes of phosphorus-based flame retardants and clear brine fluids.
- Price – The positive impact on operating income was due to higher selling prices of elemental bromine, phosphorus- and bromine-based flame retardants and specialty minerals. This was partially offset by decreased prices of clear brine fluids.
- Exchange rates – The negative impact on operating income was mainly due to higher operational cost resulted from the appreciation of the average exchange rate of the Israeli shekel and the euro against the US dollar, partially offset by higher sales driven by the stronger euro.
- Raw materials – The positive impact on operating income was driven by decreased raw materials costs.
- Operating and other expenses – The negative impact on operating income was primarily related to higher operational expenses.
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Potash
segment - Results of operations for the year 2025
2025 2024
$ millions $ millions
Segment Sales 1,714 1,656
Potash sales to external customers 1,308 1,237
Potash sales to internal customers 89 95
Other and eliminations (1) 317 324
Gross Profit 622 650
Segment Operating Income 298 250
Depreciation and amortization 254 242
Segment EBITDA 552 492
Capital expenditures 367 332
Potash price - CIF ($ per tonne) 333 299
(1) Primarily includes salt produced in Spain, metal magnesium-based products, chlorine, and sales of excess electricity produced by ICL’s power plant at the Dead Sea in Israel.
Below
is a geographical breakdown of our sales to external customers by customer location:
Year Ended December 31,
2025 2024
$ millions $ millions
Europe 443 405
South America 421 401
Asia 390 352
North America 175 202
Rest of the world 102 102
Total 1,531 1,462
ICL
Group Limited 226
Sales Expenses Operating income
$ millions
YTD 2024 figures 1,656 (1,406) 250
Quantity (60) 38 (22)
Price 102 - 102
Exchange rates 16 (31) (15)
Raw materials - 3 3
Energy - (9) (9)
Transportation - 24 24
Operating and other expenses - (35) (35)
YTD 2025 figures 1,714 (1,416) 298
- Quantity –The negative impact on operating income was primarily due to lower potash sales volumes in the US, as well as decreased sales volumes of magnesium, partially offset by higher potash sales volumes, mainly in Europe and India.
- Price –The positive impact on operating income was primarily driven by a $34 year-over-year increase in the potash price (CIF) per tonne.
- Exchange rates – The unfavorable impact on operating income was mainly due to higher operational costs resulting from the appreciation of the average exchange rate of the euro and the Israeli shekel against the US dollar, partially offset by higher sales driven by the stronger euro and pound.
- Energy – The negative impact on operating income was primarily due to higher water fees.
- Transportation – The positive impact on operating income was primarily due to reduced marine transportation costs, primarily to Brazil, China and India.
- Operating and other expenses –The negative impact on operating income was primarily related to higher maintenance and operational costs, as well as higher royalties' payments.
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Potash
– Production and Sales
Thousands of Tonnes 2025 2024
Production 4,377 4,502
Total sales (including internal sales) 4,320 4,556
Closing inventory 286 229
- Production – Production was 125 thousand tonnes lower year-over-year, mainly due to operational challenges.
- Sales – The quantity of potash sold was 236 thousand tonnes lower year-over-year, mainly due to lower production in the first half of the year and adverse weather conditions toward year-end that disrupted loading operations at Ashdod Port, leading to reduced sales volumes primarily in the US and South America.
Phosphate
Solutions segment - Results of operations for the year 2025 (1)
2025 2024
$ millions $ millions
Segment Sales 2,333 2,215
Sales to external customers 2,156 2,049
Sales to internal customers 177 166
Segment Operating Income 342 358
Depreciation and amortization 186 191
Segment EBITDA 528 549
Capital expenditures 336 340
(1) For 2025, Phosphate Specialties accounted for $1,332 million of segment sales, $157 million of operating income, $49 million of D&A and $206 million of EBITDA, while Phosphate Commodities accounted for $1,001 million of segment sales, $185 million of operating income, $137 million of D&A and represented $322 million of EBITDA.
Below
is a geographical breakdown of our sales to external customers, by customer location:
Year Ended December 31,
2025 2024
$ millions $ millions
Asia 687 594
North America 573 567
Europe 454 478
South America 340 306
Rest of the world 102 104
Total 2,156 2,049
ICL
Group Limited 228
Sales Expenses Operating income
$ millions
YTD 2024 figures 2,215 (1,857) 358
Quantity 27 (6) 21
Price 73 - 73
Exchange rates 18 (21) (3)
Raw materials - (96) (96)
Energy - (1) (1)
Transportation - 9 9
Operating and other expenses - (19) (19)
YTD 2025 figures 2,333 (1,991) 342
- Quantity – The positive impact on operating income was primarily due to higher sales volumes of phosphate fertilizers, WPA, phosphate-based food additives, salts and MAP used as raw materials for energy storage solutions.
- Price – The positive impact on operating income was primarily related to higher selling prices of phosphate fertilizers and MAP used as raw materials for energy storage solutions. This was partially offset by lower selling prices of phosphate-based food additives, WPA and salts.
- Exchange rates – The unfavorable impact on operating income was mainly due to higher operational costs resulting mainly from the appreciation of the average exchange rate of the euro and the Israeli shekel against the US dollar. This impact was partially offset by higher sales resulting mainly from the appreciation of the British pound.
- Raw materials – The negative impact on operating income was primarily due to higher costs of Sulphur, partially offset by lower cost of ammonia.
- Transportation – The positive impact on operating income was due to a decrease in marine and inland transportation costs.
- Operating and other expenses – The negative impact on operating income was primarily related to higher maintenance and operational expenses.
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Growing
Solutions segment - Results of operations for the year 2025
2025 2024
$ millions $ millions
Segment Sales 2,063 1,950
Sales to external customers 2,048 1932
Sales to internal customers 15 18
Segment Operating Income 135 128
Depreciation and amortization 78 74
Segment EBITDA 213 202
Capital expenditures 95 98
Below
is a geographical breakdown of our sales to external customers, by customer location:
Year Ended December 31,
2025 2024
$ millions $ millions
Europe 766 727
South America 651 627
Asia 270 248
North America 204 168
Rest of the world 157 162
Total 2,048 1,932
ICL
Group Limited 230
Sales Expenses Operating income
$ millions
YTD 2024 figures 1,950 (1,822) 128
Quantity 1 (1) -
Price 92 - 92
Exchange rates 20 (19) 1
Raw materials - (79) (79)
Energy - 10 10
Operating and other expenses - (17) (17)
YTD 2025 figures 2,063 (1,928) 135
- Price – The positive impact on operating income was due to higher selling prices of specialty agriculture, turf and ornamental and FertilizerpluS products.
- Exchange rates – The favorable impact on operating income was mainly due to the appreciation of the average exchange rate of the euro and the Israeli shekel against the US dollar, partially offset by the depreciation of the Brazilian real.
- Raw materials – The negative impact on operating income was primarily related to higher costs of commodity fertilizers, sulphur and nitrogen.
- Energy - The positive impact on operating income was primarily due to decreased electricity and gas prices.
- Operating and other expenses – The negative impact on operating income was primarily related to higher maintenance and operational costs.
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B. LIQUIDITY AND CAPITAL RESOURCES
Overview
As
of December 31, 2025, ICL had a balance of $496 million in cash, cash equivalents, short-term investments and deposits. In addition,
the Company has long‑term credit facility totaling about $1.55 billion and a securitization facility of $350 million. As of December
31, 2025, the Company had utilized approximately $497 million and $325 million of these facilities, respectively.
Furthermore,
our net financial liabilities were $2,260 million, including $1,880 million in long‑term debt (excluding current maturities) and
$876 million in short‑term debt (including current maturities of long‑term debt). The long-term debt consists of debentures
totaling $1,138 million and loans from financial institutions and lease liabilities totaling $742. Short‑term debt consists of $439
million in short-term loans from financial institutions and $437 million in current maturities of debentures, loans and lease liabilities.
For more information about the currencies in which the Company's liabilities are denominated and their interest rates, see Note 13
to our Audited Financial Statements.
We
aim to secure sources of financing for our operating activities and investments while diversifying the sources of financing among various
financial instruments, and between local and international financing entities. The Company's sources of financing are short and long‑term
loans from banks (mainly international banks) and institutional entities in Israel, debentures issued to institutional investors in Israel
and the United States, and securitization of customer receivables. The Company utilizes the various financing facilities according to
our cash flow requirements, their respective costs and market conditions.
We
regularly evaluate our capital structure and explore financing transactions to strengthen our balance sheet, including those that reduce
leverage, interest rates and/or extend maturities. We may also continue to make debt or equity purchases from time to time, or seek to
raise additional debt or equity capital, depending on market conditions.
We
believe that our sources of liquidity and capital resources, including working capital, are adequate for our current requirements and
business operations and should be adequate to satisfy our anticipated working‑capital requirements during the next twelve months,
along with our capital expenditures and other current corporate needs.
Distributions
of dividends to ICL from its subsidiaries and transfers of funds through certain countries may, under certain circumstances, result in
the creation of tax liabilities. However, taxation on dividend distributions and funds transfers have not had, and are not expected to
have, a material impact on our ability to meet our cash obligations.
As
of December 31, 2025, we had no material off-balance sheet arrangements other than the amounts described in Note 18A to our Audited Financial
Statements.
The
Company’s primary contractual obligations consist of commitments to purchase raw materials and energy in the ordinary course as
well as agreements to secure its gas supply needs. For information about the Company's contractual obligations, see Note 18 to our Audited
Financial Statements.
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Group Limited 232
Credit
Facilities
Sustainability-linked
Revolving Credit Facility (RCF)
In
April 2023, the Company entered into a $1,550 million Sustainability-Linked Revolving Credit Facility Agreement between its subsidiary
ICL Finance B.V., as borrower, and a consortium of twelve international banks. In April 2024, all participating banks agreed to extend
the RCF agreement for an additional year until April 2029. In April 2025, eleven of the participating banks agreed to extend the RCF agreement
for an additional year until April 2030. As a result, effective April 2029, the credit facility amount will be $1,400 million. As of December
31, 2025, the Company had utilized about $497 million of its facility framework.
Securitization
In
December 2025, the Company signed a new securitization agreement with four international banks for a committed amount of $350 million
and an additional uncommitted $100 million, maturing in December 2030. This agreement replaces the prior securitization facility, which
recently matured, and includes slightly improved terms compared to the previous agreement. As of December 31, 2025, ICL had utilized approximately
$325 million of the facility.
Debentures
In
May 2025, the Company completed an expansion of its Series G debentures in Israel, in the amount of NIS 850 million (approximately $236
million). Following the expansion, the total outstanding principal of the Series G debentures amounts to NIS 1,570 million (approximately
$436 million). The Series G debentures have been rated "ilAA" by Standard & Poor's Maalot rating agency.
In
December 2025, the Company repaid NIS 33 million (approximately $10 million) of Series G debentures, as scheduled.
Subsequent
to date of the report, in January 2026, the Company repaid a $46 million private placement bond, as scheduled.
For
further information, see Note 13 to our Audited Financial Statements.
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Ratings
and financial covenants
S&P
In
July 2025, the S&P credit rating agency reaffirmed the Company’s international credit rating and senior unsecured rating of
'BBB-'. In addition, the S&P Maalot credit rating agency reaffirmed the Company’s credit rating of 'ilAA' with a stable rating
outlook.
Fitch
Ratings
In
May 2025, Fitch Ratings reaffirmed the Company’s long-term issuer default rating and senior unsecured rating at 'BBB-'. The outlook
on the long-term issuer default rating is stable.
Financial
Covenants
For
a description of material financial covenants in the Company’s loan agreements and any potential risk relating to compliance with
them, credit facilities, sale of receivables under securitization transactions and information on material loans and debentures outstanding
as of December 31, 2025, see Note 13 to our Audited Financial Statements.
Sources
and Uses of Cash
The
following table sets forth our cash flow for the periods indicated:
Year Ended December 31,
2025 2024
$ millions $ millions
Net cash provided by operating activities 1,056 1,468
Net cash used in investing activities (915) (694)
Net cash used in financing activities (195) (846)
Operating
Activities
Operating
Activity decreased by $412 million, primarily due to net changes in operating assets and liabilities, as well as higher taxes paid.
Investing
Activities
Net
cash used in investing activities increased by $221 million mainly due to changes in investments in deposits and higher purchases for
property, plant and equipment.
Financing
Activities
Net
cash used in financing activities decreased by $651 million mainly due to receipts of short debt and changes in credit facilities.
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Principal
Capital Expenditures
ICL
incurred capital expenditures of $624 million and $902 million for the years ended December 31, 2025, and 2024, respectively, which
include investments in fixed and intangible assets. These amounts non-cash include investments related to lease agreements under IFRS
16 and the capitalization of expenses.
ICL’s
principal capital expenditure over the last three years have consisted of work on the following main projects:
Salt
harvesting in the Dead Sea. The Salt Harvest Project aims to provide a permanent solution to the
rising water level of Pond 5 and preserve the water level at its maximum height (15.1 meters) by harvesting salt from this pond and transferring
it to the Dead Sea's northern basin. According to an agreement with the Israeli government, the planning and execution of the Salt Harvest
Project is performed by DSW. Since 2022, the volume of brines in Pond 5 has been preserved by the Salt Harvest Project. The Company and
the State of Israel bear 80% and 20%, respectively, of the Permanent Solution's cost. However, the State's share will not exceed NIS 1.4
billion.
New
harvesters for DSW. ICL Dead Sea’s raw material plant operates several floating barges that
supply Carnallite to the production plants. In order to ensure continuous operation, the Company initiated a project for the construction
of two new harvesters to replace the older ones. This investment will ensure the standardization of the harvesters' fleet and increase
the reliability of the raw-material supply to production plants to support the Company's production goals.
New
WSNPK Plant in India. Considering the increased demand for water soluble fertilizers (WSNPK) in India,
following the growing use in drip irrigation systems, the Company has decided to establish a production facility near Pune, India, with
a production capacity of 30kt. This facility will produce WSNPK using both local and imported raw materials, ensuring supply continuity
and competitive pricing in this rapidly growing market.
LFP
battery production in China. The Company operates two MAP plants, with a total annual capacity of
130 thousand tonnes, for battery minerals and fertilizers. 70 thousand tonnes of the total capacity derives from a new plant that began
operating in 2022.
Investment
in EHS related activities. We continuously invest in capital projects related to environmental protection,
health and safety and in their proactive management. Over the next few years, we intend to invest significant capital to further reduce
our air emissions, treat hazardous materials and reduce our overall negative environmental impact. These include investments that are
required to comply with the Israeli Clean Air Law, European environmental regulations and other applicable regional environmental regulations.
Three
emission treatment precipitators. To meet the emissions requirements of the Israeli Clean Air Law,
it is essential to upgrade the system for gas treatment of the carnallite dryers by constructing three wet electrostatic precipitators
(one for each dryer). The project was completed during 2025.
The
Company finances its capital expenditures from cash flow from operations and from credit facilities.
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C.
RESEARCH AND DEVELOPMENT, INTELLECTUAL PROPERTY AND LICENSES, ETC.
Research
and development
ICL’s
R&D and Innovation (RD&I) activities are part of our global strategic plan and include product, formulation, and process developments.
The activities include internal research and collaborative research with universities, institutes, and start-ups. Our RD&I aims to
create new products and solutions to address current and future market and customer needs and identify new uses for our core minerals
and derivatives. The Company’s core RD&I activities support each of our business segments. The longer-term strategic projects,
digital platforms, and technological solutions for farmers and agronomists are coordinated at the corporate level.
Fields
of RD&I include:
Next
Generation Fertilization: nutrient use efficiency, biodegradable coatings; nutrient sensing; growth
enhancers; nitrogen fixation, recycled nutrients and soil health.
Food
Technology: texture improvement, stabilization, salt reduction, shelf-life extension and alternative
proteins.
E-mobility/Sustainability:
production of battery-grade MAP that are used as raw materials for energy storage solutions; hydrogen
carriers for fuel cells; lithium battery recycling; recycling technologies for other materials.
Novel
Materials: flame retardants; paints & coatings additives; biocides; post-harvest solutions.
Circular
economy: waste to product; recycling; efficiency improvement.
Industry
4.0: IOT concepts in
manufacturing, safety and environment; machine learning and AI technologies for manufacturing optimization and product development.
Digital
Agricultural Suite:
ICL’s
Digital Agricultural Suite continues to evolve in our mission to integrate multiple precision agricultural technologies (sensors, imagery,
and others) with additional agronomical research data from multiple partners.
Digital
technology developed by ICL digests data from multiple sources, automatically aggregating, standardizing and processing it to create one
harmonized data lake with powerful AI/machine learning engines. Those powerful engines enable us to deploy advanced data-driven solutions
that drive real-time agronomic decision-making, such as increasing crop yields and farmer's profitability. An increasing number of global
partners are joining our revolutionary digital platform including leading global academic institutions and multinational agriculture companies
solidifying this strong digital foundation with high-quality and highly actionable agronomic data.
Through
these efforts, ICL aims to leverage its digital platform and data-driven solutions to create an agro-professional community that enables
sharing of information and knowledge between growers and agro-professionals, dealers, retailers and food producers to extract the most
value from agriculture.
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Below
are the main areas of the R&D activities by segments:
Industrial
Products
• We continue to advance magnesia-based formulations targeting unmet market needs. We launched TextiMag®, a magnesium-based formulation designed for textile coatings that absorb body odors and enhance skin wellness. We are also marketing CareMag® D, a solution that enables the production of aluminum salt-free deodorants, already adopted by several leading international companies. In addition, we introduced FruitMag™, a new formulation used as a firming agent for post-harvest treatment of citrus fruits.
• We continue to develop "low loss" flame retardants for intensive computing applications, including AI and data centers, in collaborating with leading industry players.
• Our R&D efforts remain focused on enhancing the sustainability of our flame-retardant portfolio through Circular Economy solutions and the development of new sustainable products.
• We are developing CDA, a solution for biofilm contamination across food, beverage, healthcare, and pharmaceutical markets, designed to integrates seamlessly into existing cleaning processes.
• We are using our Bromoquel® product, a solution for treating bromine leakage, both within our own facilities and commercially to external customers
R&D
expenses in the Industrial Products segment amounted to about $18 million in 2025.
Potash
• The Potash segment continues to advance environmental research, including developing methods to treat and reduce effluents.
• The segment is exploring alternative solutions to increase carnallite production capacity and quality in its evaporation ponds, with a focus on utilizing renewable energy sources.
• Additional initiatives at potash production facilities focus on increasing production capacity while reducing industrial water consumption and overall production costs.
R&D
expenses in the Potash segment amounted to about $4 million in 2025.
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Phosphate
Solutions
• The segment conducted an analysis of adapting various potential types of phosphate rock to produce phosphoric acid and its downstream products as part of an effort to utilize and increase existing phosphate reserves. In 2025, the segment advanced this initiative by analyzing additional types of phosphate, supported by focused R&D activities, pilot trials, plant testing and comprehensive economic feasibility assessments. The segment will continue these activities also in 2026 with a strategic focus on prioritizing opportunities that support long term growth.
• Research was conducted regarding environmental protection, including developing methods to treat and reduce effluents and applications for Phosphogypsum uses and ponds reclamation.
• The segment investigated opportunities to integrate waste steams into our production processes, fostering a closed-loop circular economy and development of future sources for sustainable fertilizer products.
• The segment engaged in developing a new fertilizer product that contributes to plant growth, such as PK granulated fertilizer based on SOP.
• The segment developed a process to meet the requirement to reduce Cadmium (Cd) content in the granulated fertilizers.
• The Specialties R&D group supported further growth in the traditional markets and application areas of Meat/Poultry/Seafood, Dairy, and Bakery as evidenced by the establishment of three Centers of Excellence, located in Germany and in the US. A new food lab was opened in India to serve the customer needs of the region. We also expanded our footprint in emerging markets through sustainable and affordable solutions. New launches included innovative products beyond phosphates for clean label and texture improvement.
• The Front-End Innovation group has scouted over 700 food technology start-ups globally to identify disruptive technologies for ICL Food Specialties. This rigorous process led to the successful identification and establishment of a partnership with Japan's largest food tech start-up, DAIZ Engineering (now called SproutX Inc). Their patented germination technology significantly reduces soybean off-flavors and enhances umami and fibrous structure, enabling the production of superior textured soy protein. After having been proven successful in the Japanese market, this innovation will now be introduced to the EU market through our collaboration, reinforcing ICL Food Specialties’ commitment to advancing cutting-edge solutions in plant-based meat and seafood alternatives.
• The Company continued to diversify and develop its product portfolio for meat substitutes: ICL Food Specialties and DAIZ Engineering partnered to launch ROVITARIS® SprouTx™, a revolutionary textured soy protein developed with proprietary seed germination technology. This innovative solution effectively addresses key unmet needs in taste, texture, and nutrition for plant-based meat and seafood alternatives. The ROVITARIS® SprouTx® textured soy protein received the "Best Plant-Based Product" title at the World Food Innovation Awards and won the Plant-Based Category at the Fi Europe Innovation Awards. In 2025 the Company successfully launched the product in the European market, accompanied by widespread positive feedback from industry stakeholders and customers.
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• In the fourth quarter of 2024, we announced a follow-on investment in Plantible Foods, an investment which builds upon ICL's initial participation and furthers the strategic collaboration between the two companies. In October 2023, ICL Food Specialties, in collaboration with Plantible Foods, launched Rovitaris Binding Solution powered by Rubi Protein. This innovative ingredient was honored with the Ingredient Idol award at the SupplySide West (SSW) conference in November 2024 and recognized as the most innovative food ingredient of the year. Our engagement with customers and showcasing prototypes at different conferences continues.
• The Advanced Additives business introduced four new corrosion inhibitor additives within our Paints and Coatings portfolio. Two are targeted to replace chromium based anti-corrosion additives which have high toxicity and are under pressure for replacement in aluminum-based coatings. In addition, Novel oral care additives are under evaluation by major players globally with promising results.
R&D
expenses in the Phosphate Solutions segment amounted to about $9 million in 2025.
Growing
Solutions
The
Growing Solutions segment promotes innovation and the development of new products and services.
Main
R&D targets:
• The development of controlled-release fertilizers with biodegradable coatings, designed to meet the EU Fertilizer Product standards, has been delayed from 2026 to 2028. In 2025, our biodegradable product was certified by CerTrust as compliant with the applicable biodegradation criteria.
• Development of innovative bio-stimulant products, including bio-stimulants embedded or blended with ICL fertilizers, designed to enhance fertilizer performance and improve the plant resistance to abiotic stresses.
• Development of biological bio-stimulants, both internally and externally, designed to encourage plant growth and enhance resilience to various stress conditions. In 2025, bacterial candidates were field-tested across different countries in the US with positive results. These candidates demonstrate potential for commercialization as bio-stimulants for soybean and cotton crops grown under extreme weather conditions within the next two years. They meet key product requirements, including efficacy, stability, shelf life, and compatibility with fertilizers..
• Development of fertilizers to improve nutrient-use efficiency and reduce environmental emissions.
• Development of liquid and fully soluble fertilizers supplemented with unique additives.
• Development of products designed to improve water use efficiency.
• Enhancement of micronutrients solutions and sulfur fertilizer formulations.
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• Integration of secondary source phosphate technologies for immediate utilization at our production facilities in Europe as part of our Circular Economy approach and the advancement of future sources of our fertilizer products, including the establishment of a technology roadmap for recycling and recovering phosphorous and nitrogen from secondary sources to transition our products into sustainable fertilizers.
• Development of fertilizers with higher agronomic nutrient efficiency.
• Development of customized formulations tailored to meet specific customer requirements.
Launches:
• As part of the segment's efforts to expand its product portfolio and strengthen relationship with farmers, in 2024, the Company launched several new products in its bio-stimulants line, including microbial products. One of these is Bioz ActiJump, a biological inoculant for soybeans. It contains live nitrogen-fixing bacteria designed to enhance soybean growth by promoting more extensive root development and improving nitrogen fixation.
• In 2025, we launched our foliar drone spray water-soluble fertilizer technology under the brand FertiBuzz globally and FertiDrone in India. The use of drones for foliar fertilizers application is gaining popularity, and the Company introduced a unique ultra-low volume fertilizer specifically formulated for effective drones-based application. In addition, the segment launched a new product under its FertilizerpluS product line – PotashpluS 45%, a compacted blend of Polysulphate® and potash, featuring a new nutrient ratio. This product provides an ideal combination of potassium and sulfur fertilizer, enriched with calcium and magnesium.
R&D
expenses in the Growing Solution segment amounted to about $20 million in 2025.
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Circular
Economy
For
the past few years, we have engaged in the Circular Economy. For further information see “Item 4 - Information on the Company—
Environmental, Health and Safety — Circular Economy”.
Intellectual
property
We
believe that our intellectual property is crucial for protecting and developing our business activities. As of December 31, 2025, ICL
has approximately 707 patents granted in various countries, constituting 218 patent families.
The
Company also has over 3,320 registered trademarks worldwide, including inter alia:
• Eqo®, eqo-x and eqo-s® - a group of brand names for innovative fast biodegradable controlled-release fertilizers designed to meet new EU fertilizers standards due to take effect in 2026.
• Keep Green® - a brand name for a novel biostimulant to protect plants against excessive sun radiation and temperature.
• Sulfurgran® - a leading product and brand in the sulfur market in Brazil.
• Profol® - a leading foliar nutrition product line and brand in Brazil.
• Osmocote® - a leading brand in the area of controlled released fertilizers which uses innovative technologies and is used globally by container nursery stocks, pot-plant growers and more.
• Peters® - a brand of water-soluble fertilizers, specifically designed for bedding-, pot- and container nursery plants.
• Joha® - a global brand of dairy specialties, which specializes in emulsifying salts for processed cheese.
• Tari® - a brand in the meat industry as well as in the artisan business which focuses on the production and processing of meat products with functional additives, spices and flavors.
• Brifisol® - a global brand in the meat and seafood industries, which concentrates in improving texture by adding cryoprotectant for frozen food products such as meat, shrimp, fish filets and more.
• Rovitaris® - a brand name for plant-based meat alternatives that are virtually indistinguishable from their traditional meat counterparts.
• Fyrol® - a brand name for a range of phosphorus-containing flame retardants targeting flexible and rigid polyurethane foam applications.
• Merquel® - a line of inorganic brominated salts which can be used to control mercury emissions from coal power plants.
We
do not believe that the loss of any single patent or trademark or group of related patents or trademarks would have a material effect
on our operations or our financial results.
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D. TREND INFORMATION
Trend
information is included throughout the other sections of “Item 5 - Financial Results and Business Overview— A. Operating Results”.
In addition, fluctuations in the operating results may continue in the upcoming quarters. Specific material drivers of these trends are
identified in the discussion above with respect to the years ended December 31, 2025 and 2024. Seasonality of our business is included
in “Item 4 - Information on the Company— B. Business Overview” and “Item 3 - Key Information— D. Risk Factors”.
E. CRITICAL ACCOUNTING ESTIMATES
The
preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ
from these estimates.
The
evaluation of accounting estimates used in the preparation of ICL’s Financial Statements requires the Company's management to make
assumptions regarding interpretations of laws which apply to the Company, circumstances and events involving considerable uncertainty.
The Company's management prepares the estimates based on past experience, various facts, external circumstances, and reasonable assumptions
relating to the pertinent circumstances of each estimate. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Note
2 to our Audited Financial Statements contains a table that sets forth information about assumptions made by ICL with respect to the future
and other reasons for uncertainty with respect to estimates that have a significant risk of resulting in a material adjustment to carrying
amounts of assets and liabilities in future years.
ICL
Group Limited 242