POSCO Holdings (PKX) set to retire 1,691,425 treasury shares valued at KRW 635B

Rhea-AI Filing Summary

POSCO HOLDINGS INC. plans to cancel 1,691,425 common treasury shares, reducing its share count using stock it already holds. The estimated value of the retirement is KRW 635,130,087,500, based on a closing price of KRW 248,500 per share on the day before the board decision.

The company states this cancellation is carried out within the scope of dividends available, so there is no reduction of stated capital. A board resolution on February 19, 2026 approved the move, with six outside directors present. Common shares issued total 80,932,952, and the retirement is scheduled for March 31, 2026, subject to consultations with authorities.

Insights

Equity capital structure analyst

POSCO is retiring 1.69M treasury shares with no capital reduction.

POSCO HOLDINGS INC. will cancel 1,691,425 existing treasury common shares, valued at KRW 635,130,087,500 using a reference price of KRW 248,500 per share. The shares are already held in treasury, so no new buyback period or broker mandate is listed.

The company clarifies the move uses amounts within dividends-available limits under Article 343(1) of the Commercial Act, meaning stated capital remains unchanged. The decision, approved by the board on February 19, 2026 with full outside-director attendance, is part of an earlier plan to cancel treasury shares over 2024–2026.

The number of shares to be retired corresponds to 2% of 84,571,230 issued shares at the time of a July 2024 announcement, while common shares issued are now 80,932,952. Actual impact on the share base will depend on execution of this and any future cancellations disclosed in subsequent filings.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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

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 February, 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 ☐

Cancellation of Treasury Shares

1. Class and number of shares to be retired		Common stock		1,691,425
		Different classes of stocks		—
2. Total number of shares issued		Common stock		80,932,952
		Different classes of stocks		—
3. Par value per share (KRW)				5,000
4. Estimated amount of retirement (KRW)				635,130,087,500
5. Scheduled period of share buyback for retirement		Start date		—
		End date		—
6. Acquisition method of shares  to be retired				Treasury stock held
7. Scheduled retirement date				March 31, 2026
8. Securities firms entrusted with share buyback				—
9. Date of board resolution (decision date)				February 19, 2026
- Attendance of outside directors		Present (No.)		6
		Absent (No.)		0
- Attendance of auditors (members of Audit Committee who are not outside directors)				—
10. Subject to reporting to the Fair Trade Commission				Not Applicable
11. Other matters to be factored into investment decisions				- This cancellation of treasury shares is based on the resolution of the Board of Directors to cancel treasury shares previously purchased within the scope of dividends available and therefore, there is no reduction of capital following this cancellation.

		- Legal basis of cancellation of treasury shares : Article 343 Paragraph 1 of the Commercial Act - Above ‘1. Number of shares to be retired’ is based on 2% (1,691,425 shares) of the total number of issued shares (84,571,230 shares) at the time of the announcement of the ‘ Cancellation of existing treasury shares (Cancel treasury shares, which account 6% of outstanding shares within the next three years (2024~2026))’ in July 2024. - Above ‘4. Estimated amount of retirement (KRW)’ is the amount obtained by multiplying the number of treasury shares subject to cancellation by the closing price (KRW248,500) of the day before the board resolution date. - Above ‘7. Scheduled retirement date’ is subject to change following consultations with relevant authorities. - Since it is the case of cancellation of existing treasury shares, the disclosure of ‘disposal of treasury shares’ is replaced by this disclosure.
		 Related disclosure		Matters Related to Ad Hoc Public Disclosure Obligation (Fair Disclosure) filed on July 12, 2024

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: February 19, 2026				By		/s/ Han, Young Ah
						(Signature)
						Name: Han, Young Ah
						Title: Executive Vice President

FAQ

What is POSCO HOLDINGS INC. (PKX) doing with its treasury shares in this filing?

POSCO HOLDINGS INC. plans to cancel 1,691,425 common treasury shares. These shares are already held by the company, so the move reduces the share count without a new buyback program or cash outflow to investors.

How much is the POSCO (PKX) treasury share cancellation worth in Korean won?

The estimated value of the treasury share cancellation is KRW 635,130,087,500. This figure is calculated by multiplying 1,691,425 shares by the KRW 248,500 closing price on the day before the board’s resolution date.

Will POSCO HOLDINGS INC. (PKX) reduce its capital by cancelling these shares?

POSCO states there will be no reduction of capital from this cancellation. The retirement is made within the scope of dividends available, meaning stated capital remains intact while the number of outstanding shares is reduced.

When is the scheduled retirement date for POSCO’s treasury shares?

The scheduled retirement date for the 1,691,425 treasury shares is March 31, 2026. POSCO notes this date may change, as it is subject to consultations with relevant authorities before the cancellation is finalized.

How does the number of POSCO (PKX) shares to be retired compare to its issued shares?

The 1,691,425 shares to be retired correspond to 2% of 84,571,230 issued shares at the time of a July 2024 announcement. The filing also reports 80,932,952 common shares currently issued, providing context for the planned reduction.

What legal basis does POSCO (PKX) cite for cancelling its treasury shares?

POSCO cites Article 343 Paragraph 1 of the Korean Commercial Act as the legal basis. The company emphasizes that the cancellation uses treasury shares previously purchased within dividend capacity, aligning the transaction with domestic corporate law requirements.