ICL Reports Third Quarter 2025 Results and Announces New Strategic Principles

Renewed focus on driving profitable growth engines in its specialty businesses

Maximizing and improving its potash, phosphate and bromine mineral businesses

Driving overall portfolio optimization and cost efficiency across all activities

ICL (NYSE:ICL) (TASE: ICL), a leading global specialty minerals company, today reported its financial results for the third quarter ended September 30, 2025. Consolidated sales were $1.9 billion, up $100 million versus the prior year. Operating income was $230 million versus $214 million in the third quarter of last year, with adjusted operating income of $241 million versus $243 million. For the third quarter, net income attributable to shareholders was $115 million versus $113 million in the prior year, with adjusted net income of $124 million compared to $136 million. Adjusted EBITDA of $398 million was up 4% versus $383 million. Diluted earnings per share of $0.09 were equivalent to the third quarter of last year, with adjusted diluted EPS of $0.10 versus $0.11.

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3Q'25

"For the third quarter, ICL delivered solid year-over-year growth in both sales and EBITDA, even as some regional and end-market performance varied. Sales were once again led by our specialties-driven businesses, with combined Industrial Products, Phosphate Solutions and Growing Solutions sales up for both the third quarter and first nine months of the year. For our Potash segment, sales increased over the same time periods on improved pricing for both contracted and spot transactions," said Elad Aharonson, president and CEO of ICL.

"We are pleased with our third quarter and year-to-date performance and are also looking toward the future. Over the past several months, we have completed an extensive and comprehensive review of our entire business. As a result of this work, we identified two main growth engines: specialty crop nutrition, which is part of Growing Solutions, and specialty food solutions, part of our Phosphate Solutions. These two growth engines are expected to drive sustainable and profitable growth for ICL in the coming years, through a combination of strategic acquisitions and focused organic initiatives. This is an exciting time for ICL, and I will be sharing an overview of our new strategy on our earnings call later today.

"As part of this strategy, we will be sharpening our focus on maximizing our core businesses, such as Potash and Industrial Products. We will also be reallocating resources to opportunities that best align with our capital allocation priorities and reevaluating non-synergistic and low-potential activities. Finally, we will maintain and expand our efforts around delivering overall portfolio optimization and cost efficiency across all activities.

"For our portfolio optimization efforts, we have shifted our approach to LFP battery materials. While we will remain a provider of raw materials to battery customers, we will not be moving further downstream into cathode active materials. This means we will be discontinuing our previously announced projects into St. Louis and Spain. This decision was made after a careful review of shifting market dynamics and reflects the impact of recent changes in government policies, including the termination of the U.S. Department of Energy grant. In addition, high investment and operating costs, combined with expected low prices, have led us to conclude the project is not currently competitive. As a result, we intend to focus our efforts on other opportunities that offer a better strategic fit and provide greater potential for ICL.

"Additionally, we recently signed a MOU with the State of Israel regarding the Dead Sea Concession. We believe ICL is the most suitable candidate for the next Concession, and this significant step forward provides ICL with long-term regulatory clarity and business certainty and both are essential for our continued operations and future growth. We further believe that it is also expected to provide greater financial and operational certainty and is likely to promote fairer and more transparent terms for the future concession. It will allow us to stay focused on our core mission - driving profitable growth in our specialty businesses and strengthening our leadership across all business segments," concluded Aharonson.

The company reiterated its guidance for specialties-driven EBITDA of between $0.95 billion to $1.15 billion for full year 2025. For Potash, the company continues to expect sales volumes of between 4.3 million and 4.5 million metric tons. (1a)

The earnings call will begin today at 8:30 a.m. New York time (1:30 p.m. London and 3:30 p.m. Tel Aviv). The dial-in number for financial analysts in North America is (800) 549-8228, or (289) 819-1520 for international analysts, and the conference ID is 10635. Employees, the media and the public are invited to listen to the call using the webcast link found at ICL Group Investors Relations - Reports News & Events.

Key Financials

Third Quarter 2025

Industrial Products

Third quarter 2025

• Sales of $295 million vs. $309 million.
• EBITDA of $67 million vs. $65 million.
• Relatively stable performance versus the prior year and in-line market expectations.

Key developments versus prior year

• Flame retardants: Overall sales decreased, as bromine-based product sales declined – mainly due to continued softness in the construction end-market – however, higher prices continued to improved profitability. Both sales and profitability of phosphorous-based solutions increased, as higher volumes and prices followed the implementation of duties on Chinese imports in the United States.
• Elemental bromine: Sales decreased on lower volumes, however, higher prices once again contributed to improved profitability.
• Clear brine fluids: Sales remained stable.
• Specialty minerals: Both sales and profitability increased on higher pricing and volume growth in the food end-market.

Potash

Third quarter 2025

• Sales of $453 million vs. $389 million.
• EBITDA of $169 million vs. $120 million.
• Grain Price Index decreased 10.9% year-over-year, with corn up 4.7%, while rice, soybeans and wheat were down 19.8%, 3.0% and 13.3%, respectively. On a sequential basis, the Index declined 7.7%, with corn, rice, soybeans and wheat down 9.5%, 8.1%, 3.1% and 8.7%, respectively.

Key developments versus prior year

• Potash price: $353 per ton (CIF).
  
  - Up 6% on a sequential basis and 19% year-over-year.
• Potash sales volumes: 1,046 thousand metric tons.
  
  - Volumes were roughly stable on a year-over-year basis.
• ICL Dead Sea and ICL Iberia
  
  - Production improved sequentially, due in part to operational improvements.

Phosphate Solutions

Third quarter 2025

• Sales of $605 million vs. $577 million.
• EBITDA of $134 million vs. $140 million.
• Both specialty and commodity phosphates delivered year-over-year growth in sales, with specialty performance driven by higher volumes and commodity results driven by higher prices.

Key developments versus prior year

• White phosphoric acid: Sales increased on higher volumes and prices.
• Industrial phosphates: Sales were up slightly, despite lower prices, as volumes were higher in North America.
• Food phosphates: Sales increased on improved volumes, especially in North America and Asia Pacific.
• Battery materials: Sales increased in China year-over-year, reflecting both higher volumes and prices.
• Commodity phosphates: Phosphate fertilizer prices strengthened further during the quarter, as Chinese trade restrictions remained the key driver of tight availability and firmer pricing.

Growing Solutions

Third quarter 2025

• Sales of $561 million vs. $538 million.
• EBITDA of $50 million vs. $64 million.
• Year-over-year sales growth driven by continued regional focus on specialty solutions.

Key developments versus prior year

• Brazil: Sales and profit both declined year-over-year on lower volumes, due to reduced farmer affordability and a slow start to the season.
• Europe: Strong growth in both sales and profit, with increased sales of specialty agriculture products.
• North America: Significant increase in both sales and profit, reflecting higher volumes.
• Asia: Sales increased, but rising raw materials costs impacted profit.
• Segment trends: Specialty agriculture sales increased slightly, with higher volumes in the United States and India partially offset by lower volumes in Brazil. Turf and ornamental sales increased slightly, as favorable pricing offset lower quantities.

Financial Items

Financing Expenses

Net financing expenses for the third quarter of 2025 were $44 million, up versus $39 million in the corresponding quarter of last year, with the increase primarily due to net exchange rate differences and hedging transactions, partially offset by a decrease in net interest expense.

Tax Expenses

Reported tax expenses in the third quarter of 2025 were $57 million, reflecting an effective tax rate of 31%, compared to $49 million in the corresponding quarter of last year, reflecting an effective tax rate of 28%. The relatively higher effective tax rate in the quarter was primarily due to the appreciation of the average exchange rate of the Israeli shekel versus the U.S. dollar.

Available Liquidity

ICL's available cash resources, which are comprised of cash and deposits, unutilized revolving credit facility, and unutilized securitization, totaled $1,549 million, as of September 30, 2025.

Outstanding Net Debt

As of September 30, 2025, ICL's net financial liabilities amounted to $2,205 million, an increase of $354 million compared to December 31, 2024.

Dividend Distribution

In connection with ICL's third quarter 2025 results, the Board of Directors declared a dividend of 4.80 cents per share, or approximately $62 million, versus 5.27 cents per share, or approximately $68 million, in the third quarter of last year. The dividend will be payable on December 17, 2025, to shareholders of record as of December 2, 2025.

About ICL

ICL Group Ltd. is a leading global specialty minerals company, which creates impactful solutions for humanity's sustainability challenges in the food, agriculture and industrial markets. ICL leverages its unique bromine, potash and phosphate resources, its global professional workforce, and its sustainability focused R&D and technological innovation capabilities, to drive the company's growth across its end markets. ICL shares are dual listed on the New York Stock Exchange and the Tel Aviv Stock Exchange (NYSE and TASE: ICL). The company employs more than 12,000 people worldwide, and its 2024 revenue totaled approximately $7 billion.

For more information, visit ICL's website at icl-group.com.

To access ICL's interactive CSR report, visit icl-group-sustainability.com.

You can also learn more about ICL on Facebook, LinkedIn, YouTube, X and Instagram.

Guidance

(1a) 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. For the Potash business, the company is providing sales volumes guidance.

Non-GAAP Statement

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, 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)" below. 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)" below, 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. 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" below, 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.

Forward-looking Statements

This announcement 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 the company intent, belief or current expectations. Forward‑looking statements are based on the company management's beliefs and assumptions and on information currently available to the company management. Such statements are subject to risks and uncertainties, and the actual results may differ materially from those expressed or implied in the forward‑looking statements due to various factors, including, but not limited to:

Changes in exchange rates or prices compared to those we are currently experiencing; the effects of the ongoing security situation in Israel, including the nature and duration of related conflicts; 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 the company 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; disruptions at the company seaport shipping facilities or regulatory restrictions affecting the company ability to export the company products overseas; general market, political or economic conditions in the countries in which the company operates, including tariffs and trade policies; price increases or shortages with respect to the company principal raw materials; 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 company plants; labor disputes, slowdowns and strikes involving the company employees; pension and health insurance liabilities; disruptions from pandemics that may impact the company sales, operations, supply chain and customers; changes to governmental incentive programs or tax benefits, creation of new fiscal or tax related legislation; and/or higher tax liabilities; changes in the company 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; disruption of the company, or the company service providers', information technology systems or breaches of the company, or the company service providers', data security; failure to retain and/or recruit key personnel; inability to realize expected benefits from the company cost reduction program according to the expected timetable; inability to access capital markets on favorable terms; cyclicality of the company businesses; changes in demand for the company fertilizer products due to a decline in agricultural product prices, lack of available credit, weather conditions, government policies or other factors beyond the company control; sales of the company magnesium products being affected by various factors that are not within the company control; the company ability to secure approvals and permits from the authorities in Israel to continue the company phosphate mining operations in Rotem Amfert Israel; volatility or crises in the financial markets; hazards inherent to mining and chemical manufacturing; the failure to ensure the safety of the company workers and processes; litigation, arbitration and regulatory proceedings; 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; closing of transactions, mergers and acquisitions; war or acts of terror and/or political, economic and military instability in Israel and its region; including the current security tension in Israel and the resulting disruptions to the company supply and production chains; filing of class actions and derivative actions against the company, its executives and Board members; the company is exposed to risks relating to its current and future activity in emerging markets; 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, 2024, filed with the U.S. Securities and Exchange Commission (the "SEC") on March 13, 2025 (the "Annual Report").

Forward-looking statements speak only as of the date they are made, and 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 in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. Investors are cautioned to consider these risks 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 announcement for the third quarter of 2025 (the "Quarterly Report") should be read in conjunction with the Annual Report of 2024 as of and for the year ended December 31, 2024 published by the company on Form 20-F and the published reports for the first and second quarters of 2025 (the "prior quarterly reports"), including the description of the events occurring subsequent to the date of the statement of financial position, as filed with the US SEC.

Appendix

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Investor and Press Contact – Global

Peggy Reilly Tharp

VP, Global Investor Relations

+1-314-983-7665

[email protected]

Investor and Press Contact - Israel

Adi Bajayo

ICL Spokesperson

+972-3-6844459

[email protected]