PKX 6-K
Posco Holdings Inc. (PKX)
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<br>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<br>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<br>Swap (PRS, an over-the-counter derivative transaction) contract related thereto.<br> <br><br><br><br>- Underlying Asset: 36,434,963 common shares of POSCO INTERNATIONAL CORPORATION.<br><br><br><br> <br>- Reference Price: KRW<br>55,400 per share (closing price on the business day prior to the Board of Directors meeting)<br> <br><br><br><br>- Contract Period: 3 years<br><br><br><br> <br>- Structure: Any<br>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.<br> <br><br><br><br>(2) The information in “1. Details of issuing company” is presented as of<br>December 31, 2025, for POSCO INTERNATIONAL CORPORATION. | ||||
| (3) “Equity capital” in “2. Details of transfer” above refers to the<br>Company’s total consolidated equity as of December 31, 2025.<br> <br><br><br><br>(4) “5. Scheduled transfer date” presents the after-hours block trading date of the<br>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<br>on the said transfer date.<br> <br><br><br><br>(5) The Company’s Audit Committee consists entirely of independent directors.<br><br><br><br> <br>(6) The “Condensed<br>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<br>shareholders’<br>equity | Capital stock | Sales | Net income | External<br>auditor’s<br>opinion | External<br>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<br>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<br>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<br>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 |