POSCO adjusts exchangeable bond conversion terms

Q: How does the exchange price adjustment affect POSCO (PKX) share count on exchange?

The lower exchange price increases the number of shares available on exchange from 86,611 to 89,389. The total par value of non-exercised securities remains KRW 36,864,672,000, so bondholders collectively can receive more shares for the same bond principal.

POSCO HOLDINGS INC. is adjusting the exchange price of its foreign currency denominated exchangeable bonds that were issued on September 1, 2021, to reflect a cash dividend.

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Form Type

6-K

Rhea-AI Filing Summary

POSCO HOLDINGS INC. is adjusting the exchange price of its foreign currency denominated exchangeable bonds that were issued on September 1, 2021, to reflect a cash dividend. The exchange price is being reduced from KRW 425,631 to KRW 419,025 per share.

Because of this lower exchange price, the number of shares available for exchange increases from 86,611 to 89,389 shares, while the total par value of non-exercised securities remains KRW 36,864,672,000. The company applies a formula based on the 20-day average closing price and the cash dividend per share.

The adjusted exchange price becomes effective on February 28, 2026, immediately after the record date for the fourth quarter 2025 dividend on February 27, 2026.

FAQ

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What change did POSCO HOLDINGS INC. (PKX) make to its exchangeable bonds?

POSCO HOLDINGS INC. reduced the exchange price on its foreign currency denominated exchangeable bonds from KRW 425,631 to KRW 419,025 per share. This technical adjustment follows a cash dividend and affects how many shares bondholders can receive on exchange.

Why did POSCO HOLDINGS INC. (PKX) adjust the exchange price of its bonds?

The exchange price was adjusted because of a cash dividend paid by POSCO HOLDINGS INC. Bond terms require the exchange price to be recalculated after events like cash dividends, capital increases, or stock splits so that bondholders are not economically disadvantaged.

What formula did POSCO (PKX) use to reset the bond exchange price?

POSCO used a formula where the post-adjustment price equals the pre-adjustment price multiplied by a factor that removes the per-share cash dividend from the 20-day average market price. This maintains economic equivalence for bondholders after the dividend.

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

The new exchange price becomes effective on February 28, 2026. This is immediately after the February 27, 2026 record date for the fourth quarter 2025 dividend, aligning the price change with the dividend timeline.

How was the KRW amount of POSCO (PKX) non-exercised securities calculated?

The KRW 36,864,672,000 total par value of non-exercised securities was converted from euros using a standard exchange rate of 1,360.32 EUR/KRW. This rate was announced by Seoul Foreign Exchange Brokerage Co., Ltd. on August 13, 2021.

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

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Accepted by SEC EDGAR 03/24/2026 - 06:07 AM EDT

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 March, 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 ☐

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)
	-	425,631	419,025

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	86,611	89,389

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		February 28, 2026



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 February 28, 2026 which is immediately after the record date for the 4th quarter 2025 (February 27, 2026).

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:	March 24, 2026	By	/s/ Han, Young Ah
			(Signature)
			Name: Han, Young Ah
			Title: Executive Vice President

Source: View Original Filing on SEC EDGAR