ICL Group Ltd 2025年年度报告和过渡报告

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR OR Commission File Number:001-13742 (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) (Jurisdiction of incorporation or organization) None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Note– Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer,” “accelerated filer,” and“emerging growth company” in Rule 12b-2 of the Exchange Act: Accelerated Filer☐ Large Accelerated Filer☒Emerging Growth Company☐ Non-accelerated Filer☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ☐U.S. GAAP ☒International Financial Reporting Standardsas issued by the International Accounting Standards Board ☐Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow. ☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to thedistribution of securities under a plan confirmed by a court. Yes☐No☒ Annual Report For the Period Ended December 31, 2024 TABLE OF CONTENTS PART I Special Note Regarding Forward-Looking StatementsIntroductionGlossary of Selected TermsIdentity of Directors, Senior Management and AdvisersOffer Statistics and Expected TimetableKey InformationInformation on the CompanyUnresolved Staff CommentsFinancial Results and Business OverviewDirectors, Senior Management and EmployeesMajor Shareholders and Related Party TransactionsFinancial InformationThe Offer and ListingAdditional InformationQuantitative and Qualitative Disclosures About Market RiskDescription of Securities Other than Equity Securities Item 1.Item 2.Item 3.Item 4.Item 4A.Item 5.Item 6.Item 7.Item 8.Item 9.Item 10.Item 11.Item 12. PART II Defaults, Dividend Arrangements and DelinquenciesMaterial Modifications to the Rights of Security Holders and Use of ProceedsControls and ProceduresAudit and Accounting Committee Financial ExpertCode of EthicsPrincipal Accountant Fees and ServicesExemptions from the Listing Standards for Audit CommitteesPurchases of Equity Securities by the Issuer and Affiliated PurchasersChange in Registrant’s Certifying AccountantCorporate GovernanceMine Safety DisclosureDisclosure Regarding Foreign Jurisdictions that Prevent InspectionsInsider Trading PolicyCybersecurityFinancial StatementsFinancial StatementsExhibitsSignaturesIndex to Consolidated Financial Statements Item 13.Item 14.Item 15.Item 16A.Item 16B.Item 16C.Item 16D.Item 16E.Item 16F.Item 16G.Item16H.Ite