POSCO Holdings Inc. (NYSE: PKX) trims POSCO DX stake via PRS deal

Rhea-AI Filing Summary

POSCO Holdings Inc. approved disposal of 23,385,917 shares of affiliated POSCO DX Company Ltd. for KRW 481,749,890,200, equal to 0.77% of its consolidated equity capital as of December 31, 2025.

After the sale, POSCO Holdings will hold 76,017,365 POSCO DX shares, representing 50.0% of POSCO DX’s 152,034,729 issued shares. The company plans simultaneously to enter a three-year Price Return Swap on the same 23,385,917 shares with a reference price of KRW 20,600 per share, netting the difference between this price and actual disposal values. Stated objectives are to reduce a holding company discount and secure funds for strategic investment.

Filing Explained

The approved disposal has not yet occurred: it is scheduled for September 7, 2026, as an after-hours block trade, with an OTC alternative if stock-price volatility makes that route infeasible.

Key Figures

POSCO DX shares to be disposed: 23,385,917 shares Disposal amount: KRW 481,749,890,200 Equity capital: KRW 62,377,691,037,383 +5 more

8 metrics

POSCO DX shares to be disposed 23,385,917 shares Planned disposal of POSCO DX Company Ltd. shares by POSCO Holdings

Disposal amount KRW 481,749,890,200 Consideration for POSCO DX share disposal

Equity capital KRW 62,377,691,037,383 POSCO Holdings consolidated equity capital as of December 31, 2025

Ratio to equity capital 0.77% Disposal amount as a percentage of consolidated equity capital

POSCO DX shares held after disposal 76,017,365 shares POSCO Holdings’ remaining POSCO DX stake post-transaction

Post-transaction shareholding ratio 50.0% POSCO Holdings ownership percentage in POSCO DX after disposal

POSCO DX 2025 sales KRW 1,075,175 million Consolidated sales for the year ended 2025

POSCO DX 2025 net income KRW 52,624 million Consolidated net income for the year ended 2025

Key Terms

Price Return Swap, over-the-counter derivative transaction, after-hours block trading, equity capital, +2 more

6 terms

Price Return Swap financial

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

over-the-counter derivative transaction financial

"Price Return Swap (PRS, an over-the-counter derivative transaction) contract related thereto"

after-hours block trading financial

"states the after-hours block trading date for the disposal"

equity capital financial

"“Equity capital” in “2. Details of Disposal” refers to the Company’s total consolidated equity"

Equity capital is the money investors provide to a company in exchange for ownership, usually through shares. It matters to investors because it represents their claim on the company’s profits and assets and influences control, risk and potential returns — think of it as buying a slice of a business pie: if the pie grows, your slice becomes more valuable, but if the business struggles, your slice is at greater risk than the company’s debt.

holding company discount financial

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

Audit Committee regulatory

"The Company’s Audit Committee consists entirely of independent directors"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What stake in POSCO DX is POSCO Holdings (PKX) disposing of?

POSCO Holdings plans to dispose of 23,385,917 POSCO DX shares. After this transaction, it will still hold 76,017,365 shares, equal to a 50.0% shareholding in POSCO DX’s 152,034,729 issued shares.

How much cash is involved in POSCO Holdings (PKX) sale of POSCO DX shares?

The planned disposal amount is KRW 481,749,890,200. This represents 0.77% of POSCO Holdings’ consolidated equity capital of KRW 62,377,691,037,383 as of December 31, 2025, according to the disclosure.

What is the purpose of POSCO Holdings (PKX) reducing its POSCO DX stake?

POSCO Holdings states the disposal aims to reduce the holding company discount and secure funds for strategic investment to enhance corporate value, while retaining a 50.0% shareholding in POSCO DX after the transaction.

What are the key terms of the Price Return Swap linked to POSCO Holdings (PKX) disposal?

The company intends a 3-year Price Return Swap on 23,385,917 POSCO DX shares, using KRW 20,600 per share (the prior closing price) as the reference, with settlements based on differences versus actual disposal values.

When will POSCO Holdings (PKX) execute the POSCO DX share disposal?

The scheduled disposal date is 2026-09-07, planned via after-hours block trading. If that is infeasible because of stock price volatility, the transaction may instead occur through an over-the-counter (OTC) method on the same date.

How is POSCO DX performing financially according to the PKX filing?

For 2025, POSCO DX reported sales of KRW 1,075,175 million and net income of KRW 52,624 million, with total assets of KRW 834,392 million and shareholders’ equity of KRW 572,560 million on a consolidated basis.

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 Disposal of Stocks or Investment Certificates of Other Corporation (Voluntary Disclosure)

1. Details of issuing company		Name of company		POSCO DX COMPANY LTD.
		Nationality		Republic of Korea		Representative		SHIM MIN SUK
		Capital stock (KRW)		76,017,364,500		Relationship to company		Affiliated company
		Total number of shares issued		152,034,729		Main business		IT Services and Engineering Business
2. Details of Disposal		Number of Shares to Be Disposed		23,385,917
		Disposal Amount (KRW)		481,749,890,200
		Equity Capital (KRW)		62,377,691,037,383
		Ratio to Equity Capital (%)		0.77
		If Classified as a Large-scale Corporation		Yes
3. Number of Shares Held and Shareholding Ratio after Disposal		Number of shares held		76,017,365
		Shareholding ratio (%)		50.0
4. Purpose of Disposal				Reduce holding company discount and secure funds for strategic investment to enhance corporate value
5. Scheduled Disposal 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)				present
7. If entered into an agreement for Put Option, Call Option, Put Back Option, etc.				No
8. 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: 23,385,917 common shares of POSCO DX COMPANY LTD. -   Reference Price: KRW 20,600 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” above is presented as of December 31, 2025, for POSCO DX COMPANY LTD.

(3)   “Equity capital” in “2. Details of Disposal” refers to the Company’s total consolidated equity as of December 31, 2025. (4)   “5. Scheduled Disposal Date” states the after-hours block trading date for the disposal. However, if the 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 disposal 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 DX COMPANY LTD. All figures are presented in millions of Korean won, rounded to the nearest million.
Related disclosure		-

[Condensed Financial Statements of Issuing Company]

(Mil. KRW)

Category		Total assets		Total liabilities		Total shareholders’ equity		Capital stock		Sales		Net income
2025		834,392		261,832		572,560		76,017		1,075,175		52,624
2024		892,453		366,556		525,898		76,017		1,473,291		88,599
2023		889,807		428,358		461,449		76,017		1,485,876		92,128

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