PKX updates exchange price and convertible share count after cash dividend

Rhea-AI Filing Summary

POSCO HOLDINGS INC. adjusted the exchange price on its foreign-currency denominated exchangeable bonds issued September 1, 2021, following a cash dividend. The exchange price was changed from 433,278 KRW to 425,631 KRW, and the number of shares available for conversion, exercise, and exchange increased from 85,083 to 86,611. The total par value of non-exercised securities is stated as 36,864,672,000 KRW (converted using the 1,360.32 EUR/KRW standard exchange rate announced August 13, 2021).

The company describes the contractual basis and formula for this adjustment and confirms the adjustment is effective August 28, 2025, immediately after the record date of August 27, 2025. The disclosure is limited to the mechanics and figures of the adjustment.

Insights

Corporate Finance Analyst

TL;DR: Routine contractual adjustment to exchangeable bonds after a cash dividend; exchange price and convertible share counts updated.

The filing documents a mechanical adjustment required by the bond terms when a cash dividend is paid. It reports the exchange price moving from 433,278 KRW to 425,631 KRW and the convertible share count rising to 86,611. The company cites the contractual formula and the effective date of August 28, 2025. For investors, this is a technical change to conversion economics rather than a new financing or strategic transaction; the report provides the key figures and the formula used without additional commentary.

Securities/Convertible Bonds Specialist

TL;DR: Adjustment follows defined bond provisions; disclosure supplies basis, method, and exact post-adjustment figures.

The disclosure identifies the trigger (a cash dividend) and the contractual adjustment method, including the averaging definition for the 'current market price' and the exchange rate used to express total par value in KRW. It notes the affected securities are foreign-currency denominated exchangeable bonds issued on September 1, 2021, and states the effective date. The filing is procedural and focused on compliance with bond adjustment provisions.

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Form 6-K: How Foreign Companies Report to the SEC →

Accepted by SEC EDGAR 08/12/2025 - 06:08 AM Learn about SEC filing dates

FAQ

What change did POSCO (PKX) announce in this Form 6-K?

POSCO adjusted the exchange price on its foreign-currency exchangeable bonds from 433,278 KRW to 425,631 KRW following a cash dividend.

When does the adjusted exchange price take effect for POSCO (PKX)?

The adjusted exchange price is effective on August 28, 2025, immediately after the record date of August 27, 2025.

How did the adjustment affect the number of convertible shares for POSCO (PKX)?

The number of shares available for conversion, exercise, and exchange increased from 85,083 to 86,611.

What total par value of non-exercised securities is reported?

The filing reports a total par value of non-exercised securities of 36,864,672,000 KRW (converted using a 1,360.32 EUR/KRW rate announced August 13, 2021).

Which securities are subject to this adjustment?

The adjustment applies to foreign-currency denominated exchangeable bonds issued on September 1, 2021.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2025

Commission File Number: 1-13368

POSCO HOLDINGS INC.

(Translation of registrant’s name into English)

POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea, 06194

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

Adjustment of Conversion Price, Exercise Price of Preemptive Rights, and Exchange Price

1. Type				Adjustment of exchange price
2. Class of Bonds				Foreign currency denominated exchangeable bonds (Issued September 1, 2021)
- Listing of Warrants				Not applicable
3. Details of Adjustment		Series No.		Pre-adjustment price (KRW)		Post-adjustment price (KRW)
		-		433,278		425,631
4. Changes in Securities		Series No.		Total par value (electronic registration) of non-exercised securities (KRW)		Number of shares available for conversion, exercise, and exchange before adjustment (shares)		Number of shares available for conversion, exercise, and exchange after adjustment (shares)
		-		36,864,672,000		85,083		86,611
5. Reasons for Adjustment				Adjustment of exchange price following cash dividend of POSCO HOLDINGS INC.
6. Basis and Method for Adjustment				1) Grounds for adjustment: Adjustment of the exchange price following cash dividends -In the event of any reasons for adjustment of the exchange price, such as capital increase without consideration, stock split, reverse stock split, change of stock class, issuance of options or warrants to shareholders, stock dividends, cash dividends, issuance of new shares below market price, etc., the exchange price will be adjusted according to the relevant bond conditions. 2) Method of adjustment Post adjustment adjusted price = Pre adjustment adjusted price x [(*Current market price - Cash dividends equivalent to 1 share)/*Current market price]
7. Effective Date of Adjusted Price				August 28, 2025

8. Date of Board Resolution (Decision Date)				-
- Attendance of Outside Directors		Present (No.)		-
		Absent (No.)		-
- Attendance of Auditors(members of Audit Committee)				-
9. Other references useful for making investment decisions				- ‘Total par value (electronic registration) of non-exercised securities (KRW)‘of ‘4. Changes in Securities’ above was converted into KRW by applying the standard exchange rate (standard exchange rate of 1,360.32 EUR/KRW announced by Seoul Foreign Exchange Brokerage Co., Ltd. on August 13, 2021). - ‘Current market price’ of ‘6.2 Method adjustment’ above means the amount obtained by taking an arithmetic average of the closing prices of 20 trading days until the immediately preceding trading day, including the immediately preceding trading day of the date started, with the trading day immediately preceding the date of disclosure of the initial dividend being the date started. - Above ‘7. Effective Date of Adjusted Price’ will take effect on Auguest 28, 2025 which is immediately after the record date for the 2th quarter 2025 (August 27, 2025).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				POSCO HOLDINGS INC.
				(Registrant)
Date: August 12, 2025				By		/s/ Han, Young-Ah
						(Signature)
						Name: Han, Young-Ah
						Title: Senior Vice President