POSCO HOLDINGS (NYSE: PKX) trims POSCO INTERNATIONAL stake and adds PRS deal

Rhea-AI Filing Summary

POSCO HOLDINGS INC. approved the transfer of 36,434,963 shares of its affiliate POSCO INTERNATIONAL CORPORATION for KRW 2,018,496,950,200, representing 3.24% of its equity capital. After the transaction, it will hold 87,961,395 shares, equal to a 50.0% stake.

The stated purpose is to reduce the holding company discount and secure funds for strategic investment to enhance corporate value. The transfer is scheduled for 2026-09-07, following a board resolution on 2026-08-07 with seven independent directors present.

In connection with the disposal, the company plans to enter into a Price Return Swap (PRS) on 36,434,963 POSCO INTERNATIONAL shares, with a reference price of KRW 55,400 per share and a 3-year term. POSCO INTERNATIONAL reported 2025 sales of KRW 32,373,603,908,330 and net income of KRW 636,802,405,677, with an unqualified audit opinion.

Key Figures

Shares to be transferred: 36,434,963 shares Total value of transfer: KRW 2,018,496,950,200 Ratio to equity capital: 3.24 % +5 more

8 metrics

Shares to be transferred 36,434,963 shares Number of POSCO INTERNATIONAL CORPORATION shares to be transferred

Total value of transfer KRW 2,018,496,950,200 Value of POSCO INTERNATIONAL CORPORATION shares POSCO HOLDINGS INC. will transfer

Ratio to equity capital 3.24 % Transfer value as a percentage of POSCO HOLDINGS INC. equity capital

Shares held after transfer 87,961,395 shares POSCO INTERNATIONAL CORPORATION shares held by POSCO HOLDINGS INC. after transfer

Shareholding ratio after transfer 50.0 % Ownership stake in POSCO INTERNATIONAL CORPORATION after transfer

PRS reference price KRW 55,400 per share Reference price for the Price Return Swap on POSCO INTERNATIONAL CORPORATION shares

2025 sales KRW 32,373,603,908,330 POSCO INTERNATIONAL CORPORATION sales for 2025

2025 net income KRW 636,802,405,677 POSCO INTERNATIONAL CORPORATION net income for 2025

Key Terms

Price Return Swap (PRS), over-the-counter derivative transaction, holding company discount, Unqualified opinion

4 terms

Price Return Swap (PRS) financial

"enter into a Price Return Swap (PRS, an over-the-counter derivative transaction)"

over-the-counter derivative transaction financial

"PRS, an over-the-counter derivative transaction) contract related thereto"

holding company discount financial

"Reduce holding company discount and secure funds for strategic investment"

Unqualified opinion financial

"External auditor’s opinion | | Unqualified opinion | | EY Han Young"

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FAQ

What share transfer did POSCO HOLDINGS (PKX) approve in August 2026?

POSCO HOLDINGS approved transferring 36,434,963 POSCO INTERNATIONAL shares for KRW 2,018,496,950,200. This amount represents 3.24% of POSCO HOLDINGS’ equity capital and is scheduled to be executed on 2026-09-07.

What will POSCO HOLDINGS’ (PKX) ownership in POSCO INTERNATIONAL be after the transfer?

After the transfer, POSCO HOLDINGS will hold 87,961,395 POSCO INTERNATIONAL shares, representing a 50.0% ownership stake. This maintains majority control of the affiliate while freeing capital for the parent company.

Why is POSCO HOLDINGS (PKX) selling POSCO INTERNATIONAL shares?

The company cites two goals: reducing the holding company discount and securing funds for strategic investment. Management links the transaction to efforts to enhance overall corporate value at POSCO HOLDINGS.

What are the key terms of the Price Return Swap linked to POSCO INTERNATIONAL shares?

POSCO HOLDINGS plans a Price Return Swap on 36,434,963 POSCO INTERNATIONAL shares, with a reference price of KRW 55,400 per share and a 3-year term. Cash settlement will reflect differences between reference and actual disposal prices.

How did POSCO INTERNATIONAL perform financially in 2025 in POSCO HOLDINGS’ (PKX) report?

For 2025, POSCO INTERNATIONAL recorded sales of KRW 32,373,603,908,330 and net income of KRW 636,802,405,677. Total assets were KRW 18,753,010,588,389, and the external auditor issued an unqualified opinion.

Was the POSCO HOLDINGS (PKX) share transfer reviewed by independent directors?

Yes. The board resolution on 2026-08-07 recorded the presence of seven independent directors. The company also states the transaction is not subject to reporting to the Fair Trade Commission.

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, 2026

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 ☐

Decision on Transfer of Shares or Investment Certificates of Other Corporations

1. Details of issuing company		Name of company		POSCO INTERNATIONAL CORPORATION
		Nationality		Republic of Korea		Representative		LEE, KYE-IN
		Capital stock (KRW)		879,613,940,000		Relationship to company		Affiliated company
		Total number of shares issued		175,922,788		Main business		Trading and Energy Business
2. Details of transfer		Number of shares to be transferred		36,434,963
		Total value of transfer (KRW)		2,018,496,950,200
		Equity capital (KRW)		62,377,691,037,383
		Ratio to equity capital (%)		3.24
		Classified as a large-scale corporation?		Yes
3. Number of shares held and shareholding ratio after transfer		Number of shares held		87,961,395
		Shareholding ratio (%)		50.0
4. Purpose of transfer				Reduce holding company discount and secure funds for strategic investment to enhance corporate value
5. Scheduled transfer date				2026-09-07
6. Date of board resolution (decision date)				2026-08-07
-Attendance of independent directors		Present (No.)		7
		Absent (No.)		-
-Attendance of auditors (members of Audit Committee who are not independent directors)				-
7. Subject to reporting to the Fair Trade Commission?				No
8. Signed a put option contract, etc.				No
9. Other matters to be factored into investment decisions
(1)   The Company intends to dispose of the shares mentioned above and enter into a Price Return Swap (PRS, an over-the-counter derivative transaction) contract related thereto. -   Underlying Asset: 36,434,963 common shares of POSCO INTERNATIONAL CORPORATION. -   Reference Price: KRW 55,400 per share (closing price on the business day prior to the Board of Directors meeting) -   Contract Period: 3 years -   Structure: Any difference between the reference price and the return payer’s actual disposal value (adjusted for expenses) shall be netted and paid on the relevant settlement date. (2)   The information in “1. Details of issuing company” is presented as of December 31, 2025, for POSCO INTERNATIONAL CORPORATION.

(3)   “Equity capital” in “2. Details of transfer” above refers to the Company’s total consolidated equity as of December 31, 2025.

(4)   “5. Scheduled transfer date” presents the after-hours block trading date of the transfer. However, if after-hours block trading becomes infeasible due to stock price volatility, the transaction may be conducted via an over-the-counter (OTC) method on the said transfer date.

(5)   The Company’s Audit Committee consists entirely of independent directors.

(6)   The “Condensed Financial Statements of Issuing Company” below is based on the consolidated financial statements of POSCO INTERNATIONAL CORPORATION.

[Condensed Financial Statements of Issuing Company]

(in KRW)

Category		Total assets		Total liabilities		Total shareholders’ equity		Capital stock		Sales		Net income		External auditor’s opinion		External auditor
2025		18,753,010,588,389		10,940,355,413,260		7,812,655,175,129		879,613,940,000		32,373,603,908,330		636,802,405,677		Unqualified opinion		EY Han Young
2024		17,336,325,971,311		9,986,863,049,358		7,349,462,921,953		879,613,940,000		32,260,990,294,168		503,409,724,582		Unqualified opinion		EY Han Young
2023		16,617,748,008,352		9,992,986,027,928		6,624,761,980,424		879,613,940,000		33,018,170,751,103		680,419,303,030		Unqualified opinion		KPMG Samjong Accounting Corp.

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 7, 2026				By		/s/ HAN, Young Ah
						(Signature)
						Name: HAN, Young Ah
						Title: Executive Vice President