Posco Holdings Inc 6-K/A, filed Feb 23, 2026
Posco Holdings Inc. (PKX)
About this 6-K/A
Posco Holdings Inc filed this 6-K/A on February 23, 2026.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K/A
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 ☐
Table of Contents
This disclosure is an amendment to update Exhibit 99.1 to the previous filing regarding To Shareholders: Notice of the 58th Ordinary Meeting of Shareholders filed on February 19, 2026. No changes have been made to the body of the original report on Form 6-K below.
To Shareholders
Notice of the 58th Ordinary General Meeting of Shareholders
We hereby notify you that the 58th Ordinary General Meeting of Shareholders will be held pursuant to Article 362 of the Korean Commercial Act and Article 20 of the Company’s Articles of Incorporation as follows :
1. Date: At 9:00 a.m. on March 24, 2026, Korea Standard Time (UTC+9)
2. Place: Art Hall, 4F West Wing, POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea
3. List of Agenda Items
| ● Agenda 1 : | Approval of Financial Statements for the 58th FY |
| (From January 1, 2025 to December 31, 2025) |
| (Year-end dividend per share : KRW 2,500) |
| • | Consolidated Financial Statements: See Appendix 1 |
| • | Separate Financial Statements: See Appendix 2 |
The audit report from the independent auditors of 58th FY Financial Statements, based on K-IFRS standards, will be uploaded at POSCO HOLDINGS INC.’s website (http://www.posco-inc.com) on March 11, 2026.
Table of Contents
● Agenda 2: Partial Amendments of the Articles of Incorporation
[Description of the Proposal]
Pursuant to Article 433 of the Korean Commercial Act and Article 24 of the Company’s Articles of Incorporation, we request that the Ordinary General Meeting of Shareholders to approve partial amendments of the Articles of Incorporation.
| - | 2-1 : Title Change to Independent Director |
| - | 2-2 : Increase Audit Committee Members to be Separately Appointed |
| - | 2-3 : Expand Voting Restrictions per the Appointment/Dismissal of Audit Committee Members |
| - | 2-4 : Introduce Electronic General Shareholder Meeting |
| - | 2-5 : Delete Provision Regarding Separate Cumulative Voting |
| Agenda |
Before Amendment |
After Amendment |
Purpose of Change | |||
| 2-1 |
Article 27. Number of the Directors
The total number of Directors of the Company shall be at least three (3) but no more than thirteen (13) Directors, among which the Outside Directors shall be eight (8) persons or less and Inside Directors shall be five (5) persons or less. The Outside Directors shall constitute the majority of the total number of the Directors. |
Article 27. Number of the Directors
The total number of Directors of the Company shall be at least three (3) but no more than thirteen (13) Directors, among which the Independent Directors shall be eight (8) persons or less and Inside Directors shall be five (5) persons or less. The Independent Directors shall constitute the majority of the total number of the Directors. |
Title change aligned to Commercial Act amendment | |||
|
Article 30. Recommendation of Candidate for Outside Directors
(1) A candidate for Outside Director shall be recommended by the Director Candidate Recommendation Committee as prescribed in Paragraph (1) of Article 45. Such candidates shall be among those qualified persons as prescribed in Article 31.
(2) A shareholder holding voting shares of the Company may recommend a candidate for Outside Director to the Director Candidate Recommendation Committee by the exercise of the shareholder proposal right under the applicable legislation.
(3) The Director Candidate Recommendation Committee shall determine the details regarding recommendation for, and evaluation on qualification of, candidates for Outside Director. |
Article 30. Recommendation of Candidate for Independent Directors
(1) A candidate for Independent Director shall be recommended by the Director Candidate Recommendation Committee as prescribed in Paragraph (1) of Article 45. Such candidates shall be among those qualified persons as prescribed in Article 31.
(2) A shareholder holding voting shares of the Company may recommend a candidate for Independent Director to the Director Candidate Recommendation Committee by the exercise of the shareholder proposal right under the applicable legislation.
(3) The Director Candidate Recommendation Committee shall determine the details regarding recommendation for, and evaluation on qualification of, candidates for Independent Director. |
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| Article 31. Qualification for Candidate for Outside Directors
An Outside Director must have sufficient and professional knowledge or experience in the areas of industry, finance, education, law, accounting and public administration and also must be qualified under the relevant laws. |
Article 31. Qualification for Candidate for Independent Directors
An Independent Director must have sufficient and professional knowledge or experience in the areas of industry, finance, education, law, accounting or public administration and also must be qualified under the relevant laws. |
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Article 35. By-Election
(2) In the event that the number of Outside Directors is less than a majority of total number of Directors due to death or resignation of Outside Directors or for any other reason, Outside Directors shall be elected to fill the vacancy at the General Meeting of Shareholders to be held first after such cause so as for the number of Outside Directors to constitute a majority of total number of Directors. |
Article 31. By-Election
(2) In the event that the number of Independent Directors is less than a majority of total number of Directors due to death or resignation of Independent Directors or for any other reason, Independent Directors shall be elected to fill the vacancy at the General Meeting of Shareholders to be held first after such cause so as for the number of Independent Directors to constitute a majority of total number of Directors. |
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Article 36. Remuneration of Directors
(3) The Company may pay to Outside Directors for expenses incurred during performance of services as required of Outside Directors. |
Article 36. Remuneration of Directors
(3) The Company may pay to Independent Directors for expenses incurred during performance of services as required of Independent Directors. |
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Article 40. Chairman of the Board of Directors
(1) The Chairman of the Board shall be appointed by the resolution of the Board of Directors among Outside Directors.
(3) In the event that the Chairman of the Board cannot preside at a Meeting of the Board of Directors, Outside Director in order of seniority (if the seniority is the same, the oldest has the priority) shall take his place as Chairman of the Board. |
Article 40. Chairman of the Board of Directors
(1) The Chairman of the Board shall be appointed by the resolution of the Board of Directors among Independent Directors.
(3) In the event that the Chairman of the Board cannot preside at a Meeting of the Board of Directors, an Independent Director in order of seniority (if the seniority is the same, the oldest has the priority) shall take his place as Chairman of the Board. |
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Article 48. Constitution and Appointment of Members of Audit Committee
(1) The Audit Committee of the Company shall consist of three (3) or more Directors. All of the members shall be elected from among the Outside Directors. |
Article 48. Constitution and Appointment of Members of Audit Committee
(1) The Audit Committee of the Company shall consist of three (3) or more Directors, all of whom shall be Independent Directors. |
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| 2-2 |
Article 48. Constitution and Appointment of Members of Audit Committee
(1) The Audit Committee of the Company shall consist of three (3) or more Directors. All of the members shall be elected from among the Outside Directors. |
Article 48. Constitution and Appointment of Members of Audit Committee
(1) The Audit Committee of the Company shall consist of three (3) or more Directors, all of whom shall be Independent Directors. After Directors are elected at a General Meeting of Shareholders, the Company shall appoint the members of the Audit Committee from among the elected Directors; provided, however, that two (2) members of the Audit Committee shall be elected by a resolution of the General Meeting of Shareholders as Directors who are also members of the Audit Committee, separately from the other Directors. |
AOI amendment to raise the number of Audit Committee members to be separately appointed |
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| 2-3 | Article 48. Constitution and Appointment of Members of Audit Committee
(2) A member of the Audit Committee shall be appointed or dismissed at the General Meeting of Shareholders. When appointing a member of the Audit Committee, a shareholder holding more than three percent (3%) of the Company’s issued and outstanding shares shall not be entitled to exercise his voting rights for that excess portion. |
Article 48. Constitution and Appointment of Members of Audit Committee
(2) A member of the Audit Committee shall be appointed or dismissed at the General Meeting of Shareholders. When appointing or dismissing a member of the Audit Committee, a shareholder holding more than three percent (3%) of the Company’s issued and outstanding shares with voting rights (if such shareholder is the largest shareholder, for calculating the number of shares held by the largest shareholder, his/her shares, along with those owned by his/her specially related person(s), and other person(s) specified by the Enforcement Decree of the Korean Commercial Code, shall be added up together) shall not be entitled to exercise his voting rights for that excess portion. |
Explicit language to restrict voting beyond 3% voting shares per the appointment /dismissal of Audit Committee members | |||
| 2-4 |
Article 19. Convening of General Meeting of Shareholders
— |
Article 19. Convening of General Meeting of Shareholders
(5) The Company shall hold General Meetings of Shareholders in a manner that allows some shareholders to participate in and vote on resolutions from remote locations by electronic means, without being physically present at a venue of the meeting. |
AOI amended to introduce electronic GSM | |||
|
Article 23. Vote by Proxy
(2) A proxy shall submit a document evidencing the power of representation to the Company before the opening of the General Meeting of Shareholders. |
Article 23. Vote by Proxy
(2) A proxy shall submit a document or an electronic document evidencing the power of representation to the Company before the opening of the General Meeting of Shareholders. | |||||
| 2-5 |
Article 28. Election of the Directors and Representative Directors
(3) If Directors are appointed by a cumulative voting, the Inside Directors and the Independent Outside Directors are separately considered, and then, the cumulative voting shall apply to each group. |
Article 28. Election of the Directors and Representative Directors
— |
AOI amended to introduce unified cumulative voting |
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| — | — | ADDENDA 1. Effective Date (March 24, 2026)
The amended Articles of Incorporation shall be effective from the date on which they are approved by the resolution at the Ordinary General Meeting of Shareholders for the 58th fiscal year. |
— | |||
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— |
ADDENDA 2. Transitional Measures for a Venue and Method of a General Meeting of Shareholders, and Proxy Voting (March 24, 2026)
The amended provisions of Article 19 and Article 23, Paragraph (2) shall come into force on January 1, 2027. | |||||
|
— |
ADDENDA 3. Transitional Measures for Voting Restrictions for Election and Dismissal of Independent Directors and Audit Committee Members (March 24, 2026)
The amended provisions of Articles 27, 30, 31, 35, 36, 40, and 48 shall come into force on July 23, 2026; provided, however, that the amended provision of the second sentence of Article 48, Paragraph (1) shall be effective from the date on which it is approved by the resolution at the Ordinary General Meeting of Shareholders for the 58th fiscal year. | |||||
● Agenda 3: Appointment of Inside Director
[Description of the Proposal]
Pursuant to Article 382 of the Korean Commercial Act and Article 28 of the Company’s Articles of Incorporation, we request the Ordinary General Meeting of Shareholders to appoint three(3) Inside Directors of the Company as follows.
| • | Number of Inside Directors to be Appointed: 3 Directors |
| • | Candidates |
Table of Contents
| - | 3-1: Appointment of LEE, Ju Tae as Inside Director |
| - | 3-2: Appointment of KIM, Ki Soo as Inside Director |
| - | 3-3: Appointment of CHUNG, Seok Mo as Inside Director |
| Name/ Agenda |
Date of Birth |
Professional Experience |
Term | |||
| Recommended by | ||||||
| LEE, Ju Tae (3-1) |
February 25, 1964 | 2025.3~ (Present) Head, Corporate Strategy Division (President), POSCO HOLDINGS INC. | 1 Year | |||
|
2024.4 (Former) Head, Corporate Strategy Team (Sr. EVP), POSCO HOLDINGS INC. | ||||||
| Board of Directors |
2023.3 (Former) Head, Corporate Planning & Finance Division (Sr. EVP & Inside Director), POSCO | |||||
|
2021.1 (Former) Head, Purchasing and Investment Division (Sr. EVP), POSCO | ||||||
|
2019.1 (Former) Head of Management Strategy Office (EVP), POSCO | ||||||
|
2018.2 (Former) Representative President (EVP), POSCO Asia (Hong Kong) | ||||||
|
2015.3 (Former) Representative President (Sr.VP), POSCO Asia (Hong Kong) | ||||||
|
2014.7 (Former) Representative President (Sr.VP), POSCO-America (USA) | ||||||
| KIM, Ki Soo (3-2) |
April 18, 1965 |
2024.3~ (Present) Head, New Experience of Technology Hub, Group CTO (Sr. EVP & Inside Director), POSCO HOLDINGS INC. |
1 Year | |||
|
2024.1 (Former) Head, Technical Research Laboratories (Sr. EVP), POSCO | ||||||
| Board of Directors |
2020.1 (Former) Head, Low-Carbon Process R&D Center (EVP), POSCO | |||||
|
2017.2 (Former) Head, Engineering Solution Office (Sr. VP), POSCO | ||||||
|
2014.6 (Former) Head, Research Infrastructure Group (VP), POSCO | ||||||
| CHUNG, Seok Mo (3-3) |
November 3, 1966 |
2025.12~ (Present) Head, Business Synergy Division (Sr. EVP), POSCO HOLDINGS INC. |
1 Year | |||
|
2025.1 (Former) Head, Industrial Gas Business Unit (EVP), POSCO & (concurrently) President, POSCO ZHONGTAI AIR SOLUTION | ||||||
|
2022.2 (Former) Head, Industrial Gas Business TF Team (EVP), POSCO | ||||||
| Board of Directors |
2020.1 (Former) Head, Secondary Battery Materials Business Office (Sr. VP), POSCO | |||||
|
2018.1 (Former) President, eNtoB | ||||||
| * | All candidates have no relation with the largest shareholder and no transactions with POSCO HOLDINGS INC. in the past three years. |
| * | All candidates stated and signed that they do not have any legal issues to be qualified for Inside Directors. |
| • | Recommendation for candidates by the Board of Directors |
| Name/ Agenda |
Grounds | |
| LEE, Ju Tae (3-1) |
In his capacity as head of Corporate Strategy Division, Mr. Lee contributed to enhancing the Company’s future business portfolio through investment in overseas steel production and securing prominent lithium assets for rechargeable battery materials. His rich knowledge and experience across the Group’s businesses will help to strengthen effective decision-making on key matters and generate outcomes in future businesses. | |
Table of Contents
| KIM, Ki Soo (3-2) |
As Head of POSCO N.EX.T Hub, Mr. Kim helped to innovate Corporate R&D system led by the holding company and define the Group’s DX strategy. By leveraging his expertise in steel research and leadership in technology development, Mr. Kim will contribute to reinforcing the Group’s AX and developing advanced technology to outperform competition and secure business competitiveness. | |
| CHUNG, Seok Mo (3-3) |
Utilizing his broad range of experience and deep insight across steel, rechargeable battery materials, and industrial gas in his role as the Head of the Business Synergy Division, Mr. Chung will help to strengthen the native competence of the Group’s core businesses and accelerate the process to redefine the Group’s business structure. |
● Agenda 4: Appointment of LEE, Hee Geun as Non-Standing Director
[Description of the Proposal]
Pursuant to Article 382 of the Korean Commercial Act and Article 28 of the Company’s Articles of Incorporation, we request the Ordinary General Meeting of Shareholders to appoint one(1) Non-Standing Director of the Company as follows.
| • | Number of Non-Standing Directors to be Appointed: 1 Director |
| • | Candidates |
| Date of Birth |
Professional Experience |
Term | ||||
| Name/ Agenda |
Recommended by | |||||
| LEE, Hee Geun |
December 28, 1962 | 2025.3~ (Present) Representative Director & President, POSCO | 1 Year | |||
| 2024.11 (Former) Head, Facilities Competitiveness Enhancement TF Team (Sr.EVP) | ||||||
| Board of Directors | 2023.3 (Former) Head, Safety & Environment Division (Inside Director & Sr.EVP) | |||||
| 2021.3 (Former) Representative Director & President, POSCO M-Tech | ||||||
| 2018.1 (Former) Deputy Head, Pohang Works Iron and Steelmaking Sector (Sr.VP), POSCO | ||||||
| * | The candidates have no relation with the largest shareholder and no transactions with POSCO HOLDINGS INC. for the past three years. |
| * | The candidates stated and signed that they do not have any legal issues to be qualified for Non-Standing Director. |
| • | Recommendation for the candidates by the Board of Directors |
| Name |
Grounds | |
| LEE, Hee Geun |
Serving as the Representative Director of POSCO, Mr. Lee helped to enhance the fundamental competitiveness and profitability of the steel business. His participation in the holding company board will reinforce close collaboration with POSCO and significantly assist the board in rational decision-making on various challenges faced by the Group. |
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● Agenda 5: Appointment of KIM, Joo Youn as Outside Director
[Description of the Proposal]
Pursuant to Article 382 of the Korean Commercial Act, Article 28 and 30 of the Company’s Articles of Incorporation, we request the Ordinary General Meeting of Shareholders to appoint one(1) Outside Director of the Company as follows.
| • | Number of Outside Directors to be Appointed: 1 Director |
| • | Candidates |
| Date of Birth |
Professional Experience |
Term | ||||
| Name/ |
Recommended by | |||||
| KIM, Joo Youn |
June 29, 1967 | 2023~ (Present) Outside Director, SK Innovation Co., Ltd. | 3 Years | |||
| 2019~2022 (Former) Vice Chair, P&G Korea/Japan & Global Chief Marketing Officer, P&G Grooming | ||||||
| 2018~2019 (Former) Vice President, P&G Gillette Asia | ||||||
| Director Candidate Recommendation Committee |
2016~2018 (Former) CEO, P&G Korea | |||||
| 2012~2015 (Former) Marketing Director, P&G Asia-Pacific India | ||||||
| 2011~2012 (Former) Global Brand Franchise Leader, P&G | ||||||
| 2005~2010 (Former) Marketing Director, P&G Korea | ||||||
* The candidates have no relation with the largest shareholder and no transactions with POSCO HOLDINGS INC. for the past three years.
* The candidates stated and signed that they do not have any legal issues to be qualified for Outside Directors.
| • | Candidates’ plan to fulfill duties as Outside Directors |
| Name |
Working Plan | |
| KIM, Joo Youn |
The candidate has previously served in multiple leadership roles at P&G; they include CEO of P&G Korea, Global Chief Marketing Officer (CMO) of P&G Grooming, and Vice Chair for P&G Korea/Japan. In her new position, Kim intends to leverage her extensive experience as an executive at a global corporation and service on the board to assess internal/external management risks and business strategies to offer proactive and explicit advice from the perspective of shareholders and stakeholders.
As an outside director, Kim will exercise integrity to perform the assigned duties with transparency and independence to cast a balanced view by representing the interests of the company and its shareholders and other stakeholders. Finally, the candidate aims to contribute to sustainable growth of the business by providing reasonable checks and balances on corporate operations and advising strong internal controls. |
| • | Recommendation for the candidates by the Board of Directors |
Table of Contents
| Name |
Grounds | |
| KIM, Joo Yeon |
With extensive experience in business management and brand operations, Ms. Kim’s career at P&G spans multiple leadership roles, i.e., Representative Director and President of P&G Korea, Global Chief Marketing Officer (CMO) of P&G Grooming, and Vice Chair for Korea/Japan.
At P&G Global, Ms. Kim served on the board as the head of the leadership council; after retiring from P&G, she was appointed as outside director to SK Innovation, a Korean company, helping to improve the management and governance structure through her service on the board, i.e., the HR Evaluation and Remuneration Committee, Strategy and ESG Committee.
Through her experience in business management and marketing at a global company and work as an outside director at a Korean company, Ms. Kim will assist board operations by providing insights and help strengthen the Company’s growth and sustainability |
● Agenda 6: Appointment of KIM, Joon Gi as Outside Director to Serve on the Audit Committee
Pursuant to Article 542-12 of the Korean Commercial Act and Article 48 of the Company’s Articles of Incorporation, we request the Ordinary General Meeting of Shareholders to appoint one (1) Outside Director to serve on the Audit Committee of the Company as follows.
| • | Number of Outside Directors to Serve on the Audit Committee: 1 Director |
| • | Candidates |
| Date of Birth |
Professional Experience |
Term | ||||
| Name/ Agenda |
Recommended by | |||||
| KIM, Joon Gi |
May 13, 1965 | 2023~ (Present) Outside Director, POSCO HOLDINGS INC. | 3 Years | |||
| 2024~ (Present) Co-Chair, International Bar Association (IBA) Asia Pacific Arbitration Group | ||||||
| 2021~ (Present) Member/Alternative member, ICC International Court of Arbitration | ||||||
| 2018~ (Present) Member, International Arbitration Committee, KCAB International | ||||||
| Director Candidate Recommendation Committee | 2013~ (Present) Arbitrators, International Centre for Settlement of Investment Disputes (ICSID) | |||||
| 2008~ (Present) Professor of Law, Yonsei University Law School | ||||||
| 1998~2008 (Former) Professor, Graduate School of International Studies, Yonsei University | ||||||
| 2003~2007 (Former) Founding Executive Director, Hills Governance Center in Korea | ||||||
| 1995~1998 (Former) Professor of Business Administration, Hongik University | ||||||
| 1992~1995 (Former) Attorney, Foley & Lardner | ||||||
| * | The candidates have no relation with the largest shareholder and no transactions with POSCO HOLDINGS INC. for the past three years. |
| * | The candidates stated and signed that they do not have any legal issues to be qualified for Audit Committee members. |
| • | Recommendation for the candidates by the Board of Directors |
Table of Contents
| Name |
Grounds | |
| KIM, Joon Gi | As a law professor and professional expert in international trade and commerce laws and corporate governance enhancement, Mr. Kim has served as arbitrator at domestic and international dispute settlement bodies and as Executive Director at the Hills Governance Center. He is also active in various research projects in international dispute resolution, trade and governance.
Mr. Kim’s academic record and expertise gained from his legal practice will provide insights in the business management and board operations, significantly enhancing the Company’s international competitiveness in governance. |
● Agenda 7: Approval of Director Remuneration Limit (FY2026)
| ☐ | The director remuneration limit (to be approved) in the FY 2026: |
KRW 10.0 billion
| ☐ | The ceiling amount (approved) of the total remuneration in the FY 2025: |
KRW 10.0 billion
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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 23, 2026 | By | /s/ Han, Young Ah | ||||
| (Signature) | ||||||
| Name: Han, Young Ah | ||||||
| Title: Executive Vice President | ||||||
Table of Contents
Appendix 1
POSCO HOLDINGS INC.
(Formerly, POSCO)
and Subsidiaries
Consolidated Financial Statements
December 31, 2025 and 2024
(With Independent Auditors’ Report Thereon)
1
Table of Contents
| Page | ||||
| Independent Auditors’ Report |
TBD | |||
| Consolidated Financial Statements |
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| 3 | ||||
| 5 | ||||
| 6 | ||||
| 8 | ||||
| Notes to the Consolidated Financial Statements |
TBD | |||
2
Table of Contents
POSCO HOLDINGS INC. and its subsidiaries
Consolidated statements of financial position
as of December 31, 2025 and 2024
| (in millions of Won) | Notes | December 31, 2025 | December 31, 2024 | |||||||||||||
| Assets |
||||||||||||||||
| Cash and cash equivalents |
4,5,23 | 7,049,800 | 6,767,898 | |||||||||||||
| Trade accounts and notes receivable, net |
6,17,23,29,37 | 11,197,974 | 10,821,619 | |||||||||||||
| Other receivables, net |
7,23,37 | 1,920,685 | 2,261,323 | |||||||||||||
| Other short-term financial assets |
8,23 | 8,778,584 | 8,499,389 | |||||||||||||
| Inventories |
9 | 13,624,433 | 14,143,500 | |||||||||||||
| Current income tax assets |
78,704 | 140,494 | ||||||||||||||
| Assets held for sale |
10 | 20,167 | 608,758 | |||||||||||||
| Other current assets |
16 | 813,522 | 786,943 | |||||||||||||
|
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|
|
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| Total current assets |
43,483,869 | 44,029,924 | ||||||||||||||
|
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|
|
|
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| Long-term trade accounts and notes receivable, net |
6,23 | 19,708 | 27,779 | |||||||||||||
| Other receivables, net |
7,23,37 | 1,635,253 | 1,306,329 | |||||||||||||
| Other long-term financial assets |
8,23 | 3,060,842 | 2,571,651 | |||||||||||||
| Investments in associates and joint ventures |
11 | 4,980,153 | 4,738,793 | |||||||||||||
| Investment property, net |
13 | 1,691,625 | 1,955,896 | |||||||||||||
| Property, plant and equipment, net |
14 | 42,292,820 | 39,846,828 | |||||||||||||
| Intangible assets, net |
15 | 5,493,529 | 4,774,824 | |||||||||||||
| Defined benefit assets, net |
21 | 360,112 | 409,147 | |||||||||||||
| Deferred tax assets |
35 | 2,038,844 | 3,609,344 | |||||||||||||
| Other non-current assets |
16 | 135,683 | 133,685 | |||||||||||||
|
|
|
|
|
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| Total non-current assets |
61,708,569 | 59,374,276 | ||||||||||||||
|
|
|
|
|
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| Total assets |
105,192,438 | 103,404,200 | ||||||||||||||
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3
Table of Contents
POSCO HOLDINGS INC. and its subsidiaries
Consolidated statements of financial position, continued
as of December 31, 2025 and 2024
| (in millions of Won) | Notes | December 31, 2025 | December 31, 2024 | |||||||||||||
| Liabilities |
||||||||||||||||
| Trade accounts and notes payable |
23,37 | 5,106,921 | 6,159,127 | |||||||||||||
| Short-term borrowings and current installments of long-term borrowings |
4,17,23 | 12,117,422 | 11,115,747 | |||||||||||||
| Other payables |
18,23,37 | 3,544,717 | 3,463,872 | |||||||||||||
| Other short-term financial liabilities |
19,23 | 66,623 | 120,875 | |||||||||||||
| Current income tax liabilities |
223,666 | 350,570 | ||||||||||||||
| Liabilities directly associated with the assets held for sale |
10 | 3,678 | — | |||||||||||||
| Provisions |
20 | 494,432 | 396,030 | |||||||||||||
| Other current liabilities |
22,28,29 | 1,574,195 | 1,173,498 | |||||||||||||
|
|
|
|
|
|||||||||||||
| Total current liabilities |
23,131,654 | 22,779,719 | ||||||||||||||
|
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|
|
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| Long-term trade accounts and notes payable |
23 | — | 2,049 | |||||||||||||
| Long-term borrowings, excluding current installments |
4,17,23 | 16,374,578 | 14,881,620 | |||||||||||||
| Other payables |
18,23 | 1,237,358 | 809,013 | |||||||||||||
| Other long-term financial liabilities |
19,23 | 91,068 | 72,920 | |||||||||||||
| Defined benefit liabilities, net |
21 | 63,189 | 43,143 | |||||||||||||
| Deferred tax liabilities |
35 | 1,159,973 | 2,685,549 | |||||||||||||
| Long-term provisions |
20 | 650,329 | 580,559 | |||||||||||||
| Other non-current liabilities |
22 | 106,598 | 99,260 | |||||||||||||
|
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|
|
|
|||||||||||||
| Total non-current liabilities |
19,683,093 | 19,174,113 | ||||||||||||||
|
|
|
|
|
|||||||||||||
| Total liabilities |
42,814,747 | 41,953,832 | ||||||||||||||
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|||||||||||||
| Equity |
||||||||||||||||
| Share capital |
24 | 482,403 | 482,403 | |||||||||||||
| Capital surplus |
24 | 1,685,116 | 1,648,894 | |||||||||||||
| Other equity items |
26 | 1,561,510 | 1,155,429 | |||||||||||||
| Treasury shares |
27 | (1,176,317 | ) | (1,550,862 | ) | |||||||||||
| Retained earnings |
53,177,473 | 53,658,368 | ||||||||||||||
|
|
|
|
|
|||||||||||||
| Equity attributable to owners of the controlling company |
55,730,185 | 55,394,232 | ||||||||||||||
| Non-controlling interests |
25 | 6,647,506 | 6,056,136 | |||||||||||||
|
|
|
|
|
|||||||||||||
| Total equity |
62,377,691 | 61,450,368 | ||||||||||||||
|
|
|
|
|
|||||||||||||
| Total liabilities and equity |
105,192,438 | 103,404,200 | ||||||||||||||
|
|
|
|
|
|||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
4
Table of Contents
POSCO HOLDINGS INC. and its subsidiaries
Consolidated statements of comprehensive income
for years ended December 31, 2025 and 2024
| (in millions of Won, except per share information) | Notes | 2025 | 2024 | |||||||||||
| Revenue |
28,29,37 | 69,094,886 | 72,688,143 | |||||||||||
| Cost of sales |
29,31,34 | (63,928,838 | ) | (67,275,204 | ) | |||||||||
|
|
|
|
|
|||||||||||
| Gross profit |
5,166,048 | 5,412,939 | ||||||||||||
| Selling and administrative expenses |
23,30,34 | |||||||||||||
| Other administrative expenses |
(3,094,810 | ) | (3,004,478 | ) | ||||||||||
| Selling expenses |
(244,175 | ) | (234,888 | ) | ||||||||||
|
|
|
|
|
|||||||||||
| Operating profit |
1,827,063 | 2,173,573 | ||||||||||||
| Share of profit of equity-accounted investees, net |
11 | 349,910 | (256,458 | ) | ||||||||||
| Finance income and costs |
23,32 | |||||||||||||
| Finance income |
3,222,137 | 5,211,595 | ||||||||||||
| Finance costs |
(3,910,282 | ) | (5,080,735 | ) | ||||||||||
| Other non-operating income and expenses |
23,33,34 | |||||||||||||
| Other non-operating income |
305,591 | 387,105 | ||||||||||||
| Other non-operating expenses |
(687,571 | ) | (1,183,877 | ) | ||||||||||
|
|
|
|
|
|||||||||||
| Profit before income tax |
1,106,848 | 1,251,203 | ||||||||||||
| Income tax expense |
35 | (602,446 | ) | (303,623 | ) | |||||||||
|
|
|
|
|
|||||||||||
| Profit |
504,402 | 947,580 | ||||||||||||
| Other comprehensive income (loss) |
||||||||||||||
| Items that will not be reclassified subsequently to profit or loss: |
||||||||||||||
| Capital adjustment arising from investments in subsidiaries under equity method |
(5,240 | ) | (42,753 | ) | ||||||||||
| Foreign currency translation differences |
35,619 | 231,347 | ||||||||||||
| Remeasurements of defined benefit plans |
21 | (13,163 | ) | (95,345 | ) | |||||||||
| Net changes in fair value of equity investments at fair value through other comprehensive income |
319,618 | (150,443 | ) | |||||||||||
| Items that are or may be reclassified subsequently to profit or loss: |
||||||||||||||
| Capital adjustment arising from investments in subsidiaries under equity method |
48,561 | 331,616 | ||||||||||||
| Foreign currency translation differences |
33,219 | 888,466 | ||||||||||||
| Gains or losses on valuation of derivatives |
23 | 8 | (110 | ) | ||||||||||
|
|
|
|
|
|||||||||||
| Other comprehensive income, net of tax |
418,622 | 1,162,778 | ||||||||||||
|
|
|
|
|
|||||||||||
| Total comprehensive income |
923,024 | 2,110,358 | ||||||||||||
|
|
|
|
|
|||||||||||
| Profit attributable to: |
||||||||||||||
| Owners of the controlling company |
657,654 | 1,094,917 | ||||||||||||
| Non-controlling interests |
(153,251 | ) | (147,337 | ) | ||||||||||
|
|
|
|
|
|||||||||||
| Profit |
504,403 | 947,580 | ||||||||||||
|
|
|
|
|
|||||||||||
| Total comprehensive income attributable to: |
||||||||||||||
| Owners of the controlling company |
1,032,628 | 2,008,919 | ||||||||||||
| Non-controlling interests |
(109,602 | ) | 101,439 | |||||||||||
|
|
|
|
|
|||||||||||
| Total comprehensive income |
923,026 | 2,110,358 | ||||||||||||
|
|
|
|
|
|||||||||||
| Earnings per share (in Won) |
36 | |||||||||||||
| Basic earnings per share (in Won) |
8,697 | 14,451 | ||||||||||||
| Diluted earnings per share (in Won) |
8,697 | 12,250 | ||||||||||||
|
|
|
|
|
|||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
5
Table of Contents
POSCO HOLDINGS INC. and its subsidiaries
Consolidated statements of changes in equity
for years ended December 31, 2025 and 2024
| (in millions of Won) | Attributable to owners of the controlling company | Non- controlling interests |
Total | |||||||||||||||||||||||||||||||||
| Share capital |
Capital surplus |
Other equity items |
Treasury shares |
Retained earnings |
Subtotal | |||||||||||||||||||||||||||||||
| Balance as of January 1, 2024 |
482,403 | 1,663,334 | 67,256 | (1,889,658 | ) | 53,857,514 | 54,180,849 | 5,483,048 | 59,663,897 | |||||||||||||||||||||||||||
| Comprehensive income: |
||||||||||||||||||||||||||||||||||||
| Profit |
— | — | — | — | 1,094,917 | 1,094,917 | (147,337 | ) | 947,580 | |||||||||||||||||||||||||||
| Other comprehensive income (loss) |
||||||||||||||||||||||||||||||||||||
| Remeasurements of defined benefit plans, net of tax |
— | — | — | — | (86,966 | ) | (86,966 | ) | (8,379 | ) | (95,345 | ) | ||||||||||||||||||||||||
| Capital adjustment arising from investments in equity-accounted investees, net of tax |
— | — | 257,833 | — | — | 257,833 | 31,030 | 288,863 | ||||||||||||||||||||||||||||
| Net changes in fair value of equity investments at fair value through other comprehensive income, net of tax |
— | — | (133,213 | ) | — | (11,838 | ) | (145,051 | ) | (5,392 | ) | (150,443 | ) | |||||||||||||||||||||||
| Foreign currency translation differences, net of tax |
— | — | 888,466 | — | — | 888,466 | 231,347 | 1,119,813 | ||||||||||||||||||||||||||||
| Gains or losses on valuation of derivatives, net of tax |
— | — | (281 | ) | — | — | (281 | ) | 171 | (110 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total comprehensive income |
— | — | 1,012,805 | — | 996,113 | 2,008,918 | 101,440 | 2,110,358 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Transactions with owners of the controlling company, recognized directly in equity: |
||||||||||||||||||||||||||||||||||||
| Year-end dividends |
— | — | — | — | (189,690 | ) | (189,690 | ) | (86,002 | ) | (275,692 | ) | ||||||||||||||||||||||||
| Interim dividends |
— | — | — | — | (568,433 | ) | (568,433 | ) | — | (568,433 | ) | |||||||||||||||||||||||||
| Changes in subsidiaries |
— | — | — | — | — | — | 32,691 | 32,691 | ||||||||||||||||||||||||||||
| Changes in ownership interest in subsidiaries |
— | (15,440 | ) | — | — | — | (15,440 | ) | 477,608 | 462,168 | ||||||||||||||||||||||||||
| Acquisition of treasury shares |
— | — | — | (92,311 | ) | — | (92,311 | ) | — | (92,311 | ) | |||||||||||||||||||||||||
| Retirement of treasury shares |
— | — | — | 431,107 | (431,107 | ) | — | — | — | |||||||||||||||||||||||||||
| Share based payment |
— | (2,567 | ) | — | — | — | (2,567 | ) | — | (2,567 | ) | |||||||||||||||||||||||||
| Others |
— | 3,567 | 75,368 | — | (6,029 | ) | 72,906 | 47,351 | 120,257 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total transactions with owners of the controlling company |
— | (14,440 | ) | 75,368 | 338,796 | (1,195,259 | ) | (795,535 | ) | 471,648 | (323,887 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Balance as of Decemmber 31, 2024 |
482,403 | 1,648,894 | 1,155,429 | (1,550,862 | ) | 53,658,368 | 55,394,232 | 6,056,136 | 61,450,368 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
6
Table of Contents
POSCO HOLDINGS INC. and its subsidiaries
Consolidated statements of changes in equity, continued
for year ended December 31, 2025 and 2024
| (in millions of Won) | Attributable to owners of the controlling company | Non- controlling interests |
Total | |||||||||||||||||||||||||||||||||
| Share capital |
Capital surplus |
Other equity items |
Treasury shares |
Retained earnings |
Subtotal | |||||||||||||||||||||||||||||||
| Balance as of January 1, 2025 |
482,403 | 1,648,894 | 1,155,429 | (1,550,862 | ) | 53,658,368 | 55,394,232 | 6,056,136 | 61,450,368 | |||||||||||||||||||||||||||
| Comprehensive income: |
||||||||||||||||||||||||||||||||||||
| Profit |
— | — | — | — | 657,654 | 657,654 | (153,251 | ) | 504,403 | |||||||||||||||||||||||||||
| Other comprehensive income (loss) |
||||||||||||||||||||||||||||||||||||
| Remeasurements of defined benefit plans, net of tax |
— | — | — | — | (26,081 | ) | (26,081 | ) | 12,918 | (13,163 | ) | |||||||||||||||||||||||||
| Capital adjustment arising from investments in equity-accounted investees, net of tax |
— | — | 49,173 | — | — | 49,173 | (5,852 | ) | 43,321 | |||||||||||||||||||||||||||
| Net changes in fair value of equity investments at fair value through other comprehensive income, net of tax |
— | — | 321,131 | — | (2,477 | ) | 318,654 | 964 | 319,618 | |||||||||||||||||||||||||||
| Foreign currency translation differences, net of tax |
— | — | 33,219 | — | — | 33,219 | 35,619 | 68,838 | ||||||||||||||||||||||||||||
| Gains or losses on valuation of derivatives, net of tax |
— | — | 8 | — | — | 8 | — | 8 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total comprehensive income |
— | — | 403,531 | — | 629,096 | 1,032,627 | (109,602 | ) | 923,025 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Transactions with owners of the controlling company, recognized directly in equity: |
||||||||||||||||||||||||||||||||||||
| Year-end dividends |
— | — | — | — | (189,051 | ) | (189,051 | ) | (159,410 | ) | (348,461 | ) | ||||||||||||||||||||||||
| Interim dividends |
— | — | — | — | (567,156 | ) | (567,156 | ) | — | (567,156 | ) | |||||||||||||||||||||||||
| Changes in subsidiaries |
— | — | — | — | — | — | 174,300 | 174,300 | ||||||||||||||||||||||||||||
| Changes in ownership interest in subsidiaries |
— | 35,622 | — | — | — | 35,622 | 737,181 | 772,803 | ||||||||||||||||||||||||||||
| Acquisition of treasury shares |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Retirement of treasury shares |
— | — | — | 374,545 | (374,545 | ) | — | — | — | |||||||||||||||||||||||||||
| Share based payment |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Others |
— | 600 | 2,549 | — | 20,763 | 23,912 | (51,099 | ) | (27,187 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total transactions with owners of the controlling company |
— | 36,222 | 2,549 | 374,545 | (1,109,989 | ) | (696,673 | ) | 700,972 | 4,299 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Balance as of December 31, 2025 |
482,403 | 1,685,116 | 1,561,509 | (1,176,317 | ) | 53,177,475 | 55,730,186 | 6,647,506 | 62,377,691 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements,
7
Table of Contents
POSCO HOLDINGS INC. and its subsidiaries
Consolidated statements of cash flow
for years ended December 31, 2025 and 2024
| (in millions of Won) | Notes | 2025 | 2024 | |||||||||||
| Cash flows from operating activities |
||||||||||||||
| Profit |
504,403 | 947,580 | ||||||||||||
| Adjustments for: |
||||||||||||||
| Depreciation |
3,720,360 | 3,530,770 | ||||||||||||
| Amortization |
465,935 | 453,689 | ||||||||||||
| Finance income |
(1,645,865 | ) | (3,476,227 | ) | ||||||||||
| Finance costs |
2,098,373 | 3,202,268 | ||||||||||||
| Income tax expense |
602,446 | 303,623 | ||||||||||||
| Impairment loss on property, plant and equipment |
135,653 | 608,122 | ||||||||||||
| Gain on disposal of property, plant and equipment |
(15,792 | ) | (26,533 | ) | ||||||||||
| Loss on disposal of property, plant and equipment |
89,883 | 85,149 | ||||||||||||
| Impairment loss on goodwill and other intangible assets |
51,640 | 47,993 | ||||||||||||
| Gain on disposal of goodwill and other intangible assets |
(2,036 | ) | — | |||||||||||
| Loss on disposal of goodwill and other intangible assets |
512 | — | ||||||||||||
| Gain on disposal of investments in subsidiaries, associates and joint ventures |
(47,374 | ) | (14,235 | ) | ||||||||||
| Loss on disposal of investments in subsidiaries, associates and joint ventures |
12,819 | 73,428 | ||||||||||||
| Share of profit of equity-accounted investees |
(349,910 | ) | 256,458 | |||||||||||
| Gain on disposal of assets held for sale |
(53,692 | ) | (4,801 | ) | ||||||||||
| Loss on disposal of assets held for sale |
— | 33,943 | ||||||||||||
| Impairment loss on disposal of assets held for sale |
6,342 | — | ||||||||||||
| Expenses related to post-employment benefit |
264,231 | 246,484 | ||||||||||||
| Impairment loss on trade and other receivables |
203,802 | 185,129 | ||||||||||||
| Loss on valuation of inventories |
(25,607 | ) | 77,832 | |||||||||||
| Increase to provisions |
486,449 | 217,174 | ||||||||||||
| Gain on insurance claim |
(19,596 | ) | (157,552 | ) | ||||||||||
| Others, net |
2,036 | 3,227 | ||||||||||||
|
|
|
|
|
|||||||||||
| 5,980,609 | 5,645,941 | |||||||||||||
|
|
|
|
|
|||||||||||
| Changes in operating assets and liabilities |
39 | (869,632 | ) | 336,868 | ||||||||||
| Interest received |
451,361 | 570,769 | ||||||||||||
| Interest paid |
(1,085,791 | ) | (1,028,654 | ) | ||||||||||
| Dividends received |
437,835 | 744,857 | ||||||||||||
| Income taxes paid |
(848,453 | ) | (553,706 | ) | ||||||||||
|
|
|
|
|
|||||||||||
| Net cash provided by operating activities |
4,570,332 | 6,663,655 | ||||||||||||
|
|
|
|
|
|||||||||||
8
Table of Contents
POSCO HOLDINGS INC. and its subsidiaries
Consolidated statements of cash flow, continued
for years ended December 31, 2025 and 2024
| (in millions of Won) | Notes | 2025 | 2024 | |||||||||||||
| Cash flows from investing activities |
||||||||||||||||
| Acquisitions of short-term financial instruments |
(15,987,580 | ) | (15,835,323 | ) | ||||||||||||
| Proceeds from disposal of short-term financial instruments |
16,093,407 | 19,501,852 | ||||||||||||||
| Increase in loans |
(277,442 | ) | (820,248 | ) | ||||||||||||
| Collection of loans |
175,948 | 784,616 | ||||||||||||||
| Acquisitions of securities |
(836,079 | ) | (1,144,352 | ) | ||||||||||||
| Proceeds from disposal of securities |
489,046 | 1,210,011 | ||||||||||||||
| Acquisitions of long-term financial instruments |
(19,921 | ) | (3,791 | ) | ||||||||||||
| Acquisitions of investment in associates and joint ventures |
(282,828 | ) | (301,816 | ) | ||||||||||||
| Proceeds from disposal of investment in associates and joint ventures |
108,718 | 45,185 | ||||||||||||||
| Acquisitions of investment property |
(3,614 | ) | (3,883 | ) | ||||||||||||
| Proceeds from disposals of investment property |
1,403 | 418 | ||||||||||||||
| Acquisitions of property, plant and equipment |
(5,650,846 | ) | (7,669,700 | ) | ||||||||||||
| Proceeds from disposal of property, plant and equipment |
210,259 | 44,189 | ||||||||||||||
| Acquisitions of intangible assets |
(569,095 | ) | (492,785 | ) | ||||||||||||
| Proceeds from disposal of intangible assets |
7,910 | 11,711 | ||||||||||||||
| Proceeds from disposal of assets held for sale |
682,496 | 10,307 | ||||||||||||||
| Collection of lease receivables |
25,671 | 31,136 | ||||||||||||||
| Disposal of net assets due to changes in consolidated entities |
(645,661 | ) | — | |||||||||||||
| Cash inflow from insurance claim |
19,596 | 157,278 | ||||||||||||||
| Others, net |
(214,334 | ) | (11,588 | ) | ||||||||||||
|
|
|
|
|
|||||||||||||
| Net cash used in investing activities |
(6,672,946 | ) | (4,486,783 | ) | ||||||||||||
|
|
|
|
|
|||||||||||||
| Cash flows from financing activities |
||||||||||||||||
| Proceeds from borrowings |
5,393,340 | 5,899,541 | ||||||||||||||
| Repayment of borrowings |
(5,158,334 | ) | (7,532,911 | ) | ||||||||||||
| Proceeds from (repayment of) short-term borrowings, net |
2,158,541 | (217,759 | ) | |||||||||||||
| Capital contribution from non-controlling interests |
832,430 | 513,710 | ||||||||||||||
| Payment of cash dividends |
(915,216 | ) | (844,195 | ) | ||||||||||||
| Acquisition of treasury shares |
— | (92,311 | ) | |||||||||||||
| Repayment of lease liabilities |
(143,423 | ) | (195,367 | ) | ||||||||||||
| Others, net |
230,042 | 167,559 | ||||||||||||||
|
|
|
|
|
|||||||||||||
| Net cash used in financing activities |
39 | 2,397,380 | (2,301,733 | ) | ||||||||||||
|
|
|
|
|
|||||||||||||
| Effect of exchange rate fluctuation on cash held |
(5,578 | ) | 221,880 | |||||||||||||
|
|
|
|
|
|||||||||||||
| Net increase(decrease) in cash and cash equivalents |
289,188 | 97,019 | ||||||||||||||
| cash classified as held for sale |
(7,286 | ) | — | |||||||||||||
| Cash and cash equivalents at beginning of the period |
5,10 | 6,767,898 | 6,670,879 | |||||||||||||
|
|
|
|
|
|||||||||||||
| Cash and cash equivalents at end of the period |
5,10 | 7,049,800 | 6,767,898 | |||||||||||||
|
|
|
|
|
|||||||||||||
The accompanying notes are an integral part of the consolidated financial statements,
9
Table of Contents
Appendix 2
POSCO HOLDINGS INC.
(Formerly, POSCO)
Separate Financial Statements
December 31, 2025 and 2024
(With Independent Auditors’ Report Thereon)
1
Table of Contents
Table of Contents
| Page | ||||
| Independent Auditors’ Report |
TBD | |||
| Separate Financial Statements |
||||
| 3 | ||||
| 5 | ||||
| 6 | ||||
| 7 | ||||
| Notes to the Separate Financial Statements |
TBD | |||
| Independent Auditors’ Report on Internal Control over Financial Reporting |
TBD | |||
| Report on the Operating Status of Internal Control over Financial Reporting |
TBD | |||
2
Table of Contents
POSCO HOLDINGS INC.
Separate statements of financial position
as of December 31, 2025 and 2024
| (in millions of Won) | Notes | December 31, 2025 |
December 31, 2024 |
|||||||||||
| Assets |
||||||||||||||
| Cash and cash equivalents |
4, 5, 21, 35 | 184,416 | 409,387 | |||||||||||
| Trade accounts and notes receivable, net |
6, 21, 33, 35 | 157,668 | 178,822 | |||||||||||
| Other receivables, net |
7, 21, 33, 35 | 146,146 | 21,388 | |||||||||||
| Other short-term financial assets |
8, 21, 35 | 3,454,794 | 2,686,420 | |||||||||||
| Assets held for sale |
9 | — | 467,796 | |||||||||||
| Current income tax assets |
31 | — | 27,940 | |||||||||||
| Other current assets |
14 | 2,099 | 1,716 | |||||||||||
|
|
|
|
|
|||||||||||
| Total current assets |
3,945,123 | 3,793,469 | ||||||||||||
|
|
|
|
|
|||||||||||
| Other receivables, net |
7, 21, 33 | 17,414 | 14,894 | |||||||||||
| Other long-term financial assets |
8, 21 | 506,736 | 421,822 | |||||||||||
| Investments in subsidiaries, associates and joint ventures |
10 | 46,290,252 | 45,631,965 | |||||||||||
| Investment property, net |
11 | 319,392 | 328,372 | |||||||||||
| Property, plant and equipment, net |
12, 35 | 703,140 | 415,993 | |||||||||||
| Intangible assets, net |
13, 35 | 29,659 | 21,461 | |||||||||||
| Other non-current assets |
14 | 3,869 | 5,821 | |||||||||||
|
|
|
|
|
|||||||||||
| Total non-current assets |
47,870,462 | 46,840,328 | ||||||||||||
|
|
|
|
|
|||||||||||
| Total assets |
51,815,585 | 50,633,797 | ||||||||||||
|
|
|
|
|
|||||||||||
3
Table of Contents
POSCO HOLDINGS INC.
Separate statements of financial position, continued
as of December 31, 2025 and 2024
| (in millions of Won) | Notes | December 31, 2025 |
December 31, 2024 |
|||||||||||
| Liabilities |
||||||||||||||
| Short-term borrowings and current installments of long-term borrowings |
4, 15, 21, 35 | 45,973 | 39,053 | |||||||||||
| Other current payables |
16, 33, 35 | 53,466 | 50,356 | |||||||||||
| Other short-term financial liabilities |
17, 21 | 21,545 | 18,302 | |||||||||||
| Provisions |
18 | 46,421 | 46,268 | |||||||||||
| Current income tax liabilities |
72,405 | — | ||||||||||||
| Other current liabilities |
20 | 5,818 | 8,852 | |||||||||||
|
|
|
|
|
|||||||||||
| Total current liabilities |
245,628 | 162,831 | ||||||||||||
|
|
|
|
|
|||||||||||
| Long-term borrowings, excluding current installments |
4, 15 | 993,857 | 1,500 | |||||||||||
| Other non-current payables |
16, 21, 33, 35 | 35,037 | 30,783 | |||||||||||
| Defined benefit liabilities, net |
19 | 5,533 | 1,296 | |||||||||||
| Deferred tax liabilities |
31 | 2,592,964 | 2,246,030 | |||||||||||
| Long-term provisions |
18 | 2,947 | — | |||||||||||
| Other non-current liabilities |
20 | 1,351 | 2,327 | |||||||||||
|
|
|
|
|
|||||||||||
| Total non-current liabilities |
3,631,689 | 2,281,936 | ||||||||||||
|
|
|
|
|
|||||||||||
| Total liabilities |
3,877,317 | 2,444,767 | ||||||||||||
|
|
|
|
|
|||||||||||
| Equity |
||||||||||||||
| Share capital |
22 | 482,403 | 482,403 | |||||||||||
| Capital surplus |
22 | 1,367,990 | 1,367,990 | |||||||||||
| Accumulated other comprehensive income (loss) |
23 | (45,874 | ) | (62,645 | ) | |||||||||
| Treasury shares |
24 | (1,176,317 | ) | (1,550,862 | ) | |||||||||
| Retained earnings |
25 | 47,310,066 | 47,952,144 | |||||||||||
|
|
|
|
|
|||||||||||
| Total equity |
47,938,268 | 48,189,030 | ||||||||||||
|
|
|
|
|
|||||||||||
| Total liabilities and equity |
51,815,585 | 50,633,797 | ||||||||||||
|
|
|
|
|
|||||||||||
The accompanying notes are an integral part of the separate financial statements.
4
Table of Contents
POSCO HOLDINGS INC.
Separate statements of comprehensive income
for the years ended December 31, 2025 and 2024
| (in millions of Won, except per share informations) | Notes | 2025 | 2024 | |||||||||||||
| Operating revenue |
26, 33 | 1,403,309 | 1,997,128 | |||||||||||||
| Operating expenses |
27 | (426,484 | ) | (400,707 | ) | |||||||||||
|
|
|
|
|
|||||||||||||
| Operating profit |
976,825 | 1,596,421 | ||||||||||||||
|
|
|
|
|
|||||||||||||
| Finance income and costs |
||||||||||||||||
| Finance income |
21, 28 | 233,286 | 482,945 | |||||||||||||
| Finance costs |
21, 28 | (99,533 | ) | (89,388 | ) | |||||||||||
| Other non-operating income and expenses |
||||||||||||||||
| Other non-operating income |
29 | 3,274 | 3,249 | |||||||||||||
| Other non-operating expenses |
29 | (320,959 | ) | (437,151 | ) | |||||||||||
|
|
|
|
|
|||||||||||||
| Profit before income tax |
792,893 | 1,556,076 | ||||||||||||||
| Income tax benefit |
31 | (298,015 | ) | 65,206 | ||||||||||||
|
|
|
|
|
|||||||||||||
| Profit |
494,878 | 1,621,282 | ||||||||||||||
| Other comprehensive income (loss) |
||||||||||||||||
| Items that will not be reclassified subsequently to profit or loss: |
||||||||||||||||
| Remeasurements of defined benefit plans |
19 | (2,528 | ) | (3,948 | ) | |||||||||||
| Net changes in fair value of equity investments at fair value through other comprehensive income |
8,23 | 13,096 | (75,167 | ) | ||||||||||||
|
|
|
|
|
|||||||||||||
| Total comprehensive income |
505,446 | 1,542,167 | ||||||||||||||
|
|
|
|
|
|||||||||||||
| Earnings per share (in Won) |
32 | |||||||||||||||
| Basic earnings per share (in Won) |
6,544 | 21,398 | ||||||||||||||
| Diluted earnings per share (in Won) |
6,544 | 18,999 | ||||||||||||||
|
|
|
|
|
|||||||||||||
The accompanying notes are an integral part of the separate financial statements.
5
Table of Contents
POSCO HOLDINGS INC.
Separate statements of changes in equity
for years ended December 31, 2025 and 2024
| (in millions of Won) | Share capital |
Capital surplus |
Accumulated other comprehensive income (loss) |
Treasury shares |
Retained earnings |
Total | ||||||||||||||||||||||
| Balance as of January 1, 2024 |
482,403 | 1,370,557 | 30,678 | (1,889,658 | ) | 47,505,885 | 47,499,865 | |||||||||||||||||||||
| Comprehensive income: |
||||||||||||||||||||||||||||
| Profit |
— | — | — | — | 1,621,282 | 1,621,282 | ||||||||||||||||||||||
| Other comprehensive income (loss) |
||||||||||||||||||||||||||||
| Remeasurements of defined benefit plans, net of tax |
— | — | — | — | (3,948 | ) | (3,948 | ) | ||||||||||||||||||||
| Net changes in fair value of equity investments at fair value through other comprehensive income, net of tax |
— | — | (93,323 | ) | — | 18,156 | (75,167 | ) | ||||||||||||||||||||
| Transactions with owners of the Company, recognized directly in equity: |
||||||||||||||||||||||||||||
| Year-end dividends |
— | — | — | — | (189,691 | ) | (189,691 | ) | ||||||||||||||||||||
| Interim dividends |
— | — | — | — | (568,433 | ) | (568,433 | ) | ||||||||||||||||||||
| Acquisition of treasury shares |
— | — | — | (92,311 | ) | — | (92,311 | ) | ||||||||||||||||||||
| Retirement of treasury shares |
431,107 | (431,107 | ) | |||||||||||||||||||||||||
| Share-based payment |
— | (2,567 | ) | — | — | — | (2,567 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance as of December 31, 2024 |
482,403 | 1,367,990 | (62,645 | ) | (1,550,862 | ) | 47,952,144 | 48,189,030 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance as of January 1, 2025 |
482,403 | 1,367,990 | (62,645 | ) | (1,550,862 | ) | 47,952,144 | 48,189,030 | ||||||||||||||||||||
| Comprehensive income: |
||||||||||||||||||||||||||||
| Profit |
— | — | — | — | 494,878 | 494,878 | ||||||||||||||||||||||
| Other comprehensive income (loss) |
||||||||||||||||||||||||||||
| Remeasurements of defined benefit plans, net of tax |
— | — | — | — | (2,528 | ) | (2,528 | ) | ||||||||||||||||||||
| Net changes in fair value of equity investments at fair value through other comprehensive income, net of tax |
— | — | 16,771 | — | (3,675 | ) | 13,096 | |||||||||||||||||||||
| Transactions with owners of the Company, recognized directly in equity: |
||||||||||||||||||||||||||||
| Year-end dividends |
— | — | — | — | (189,052 | ) | (189,052 | ) | ||||||||||||||||||||
| Interim dividends |
— | — | — | — | (567,156 | ) | (567,156 | ) | ||||||||||||||||||||
| Retirement of treasury shares |
— | — | — | 374,545 | (374,545 | ) | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance as of December 31, 2025 |
482,403 | 1,367,990 | (45,874 | ) | (1,176,317 | ) | 47,310,066 | 47,938,268 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
The accompanying notes are an integral part of the separate financial statements.
6
Table of Contents
POSCO HOLDINGS INC.
Separate statements of cash flows
for years ended December 31, 2025 and 2024
| (in millions of Won) | Notes | 2025 | 2024 | |||||||||||||
| Cash flows from operating activities |
||||||||||||||||
| Profit |
494,878 | 1,621,282 | ||||||||||||||
| Adjustments for : |
||||||||||||||||
| Expenses related to post-employment benefit |
10,179 | 6,438 | ||||||||||||||
| Depreciation |
18,087 | 14,272 | ||||||||||||||
| Amortization |
2,342 | 1,712 | ||||||||||||||
| Impairment loss on trade and other receivables |
(82 | ) | 106 | |||||||||||||
| Finance income |
(205,749 | ) | (474,656 | ) | ||||||||||||
| Dividend income |
(1,234,259 | ) | (1,812,999 | ) | ||||||||||||
| Finance costs |
70,915 | 79,200 | ||||||||||||||
| Loss on disposal of property, plant and equipment |
1,282 | 341 | ||||||||||||||
| Gain on disposal of intangible assets |
— | (141 | ) | |||||||||||||
| Loss on disposal of intangible assets |
22 | 266 | ||||||||||||||
| Impairment loss on investments in subsidiaries, associates and joint ventures |
288,464 | 392,075 | ||||||||||||||
| Loss on disposal of assets held for sale |
9,883 | — | ||||||||||||||
| Increase (decrease) to provisions |
341 | 36,981 | ||||||||||||||
| Income tax benefit |
298,015 | (65,206 | ) | |||||||||||||
| Others |
2,220 | (3 | ) | |||||||||||||
| Changes in operating assets and liabilities |
35 | 8,368 | 2,023 | |||||||||||||
| Interest received |
67,154 | 92,618 | ||||||||||||||
| Interest paid |
(27,137 | ) | — | |||||||||||||
| Dividends received |
1,230,173 | 1,866,004 | ||||||||||||||
| Income taxes received |
` | 60,808 | 57,563 | |||||||||||||
|
|
|
|
|
|||||||||||||
| Net cash provided by operating activities |
1,095,904 | 1,817,876 | ||||||||||||||
|
|
|
|
|
|||||||||||||
7
Table of Contents
POSCO HOLDINGS INC.
Separate statements of cash flows, continued
for years ended December 31, 2025 and 2024
| (in millions of Won) | Notes | 2025 | 2024 | |||||||||||||
| Cash flows from investing activities |
||||||||||||||||
| Decrease in deposits |
3,330,000 | 3,050,000 | ||||||||||||||
| Proceeds from disposal of short-term financial instruments |
894,933 | 5,471,006 | ||||||||||||||
| Proceeds from disposal of equity securities |
1,082 | 194,230 | ||||||||||||||
| Proceeds from disposal of other securities |
11,053 | 9,016 | ||||||||||||||
| Proceeds from disposal of investments in subsidiaries, associates and joint ventures |
62,847 | 590,429 | ||||||||||||||
| Proceeds from disposal of intangible asstes |
— | 1,677 | ||||||||||||||
| Disposal of assets held for sale |
458,831 | |||||||||||||||
| Collection of short-term lease security deposits |
17 | 491 | ||||||||||||||
| Increase in deposits |
(4,190,000 | ) | (2,550,000 | ) | ||||||||||||
| Acquisition of short-term financial instruments |
(560,426 | ) | (4,619,699 | ) | ||||||||||||
| Increase in long-term loans |
— | (106 | ) | |||||||||||||
| Acquisition of other securities |
(15,870 | ) | (21,850 | ) | ||||||||||||
| Acquisition of investment in subsidiaries, associates and joint ventures |
(1,011,924 | ) | (1,263,572 | ) | ||||||||||||
| Acquisition of property, plant and equipment |
(294,631 | ) | (249,048 | ) | ||||||||||||
| Acquisition of intangible asstes |
(10,563 | ) | (6,209 | ) | ||||||||||||
| Acquisition of investment properties |
— | (1,200 | ) | |||||||||||||
| Payment of short-term & long-term deposits |
(741 | ) | (536 | ) | ||||||||||||
| Acquisition of short-term debt securities |
(230,000 | ) | — | |||||||||||||
| Net cash provided by (used in) investing activities |
(1,555,392 | ) | 604,629 | |||||||||||||
|
|
|
|
|
|||||||||||||
| Cash flows from financing activities |
||||||||||||||||
| Increase in long-term financial liabilities |
3,278 | 3,148 | ||||||||||||||
| Issuance of bonds |
987,117 | |||||||||||||||
| Payment of cash dividends |
(756,084 | ) | (758,194 | ) | ||||||||||||
| Repayment of current installments of long-term borrowings |
— | (1,542,400 | ) | |||||||||||||
| Acquisition of treasury shares |
— | (92,311 | ) | |||||||||||||
|
|
|
|
|
|||||||||||||
| Net cash used in financing activities |
35 | 234,311 | (2,389,757 | ) | ||||||||||||
|
|
|
|
|
|||||||||||||
| Effect of exchange rate fluctuation on cash held |
205 | (275 | ) | |||||||||||||
| Net increase (decrease) in cash and cash equivalents |
(224,971 | ) | 32,473 | |||||||||||||
| Cash and cash equivalents at beginning of the period |
5 | 409,387 | 376,914 | |||||||||||||
|
|
|
|
|
|||||||||||||
| Cash and cash equivalents at end of the period |
5 | 184,416 | 409,387 | |||||||||||||
|
|
|
|
|
|||||||||||||
The accompanying notes are an integral part of the separate financial statements.
8
Exhibit 99.1
POSCO HOLDINGS The 58th Ordinary General Meeting of Shareholders - Reference Material – posco HOLDINGS
Contents 1. GSM Overview 02 2. Agenda Description (1) – Financial Statements 04 3. Agenda Description (2) – Partial amendment of the Articles of Incoporation 10 4. Agenda Description (3~6) – Director Appointment 18 5. Agenda Description (7) – Director Compensation Limit 27 DISCLAIMER This presentation has been compiled by POSCO HOLDINGS with the objective to share information; hence information offered should be referenced exclusively to make assessment on investment. Unless otherwise indicated, the financial information herein presents K-IFRS-based consolidated financial performance. The presentation may contain forward-looking statements, such as projections, estimates, expectations, plans and targets regarding market conditions, financials and business environment, as well as the Company’s business plans and strategies. The statements are based on assumptions and judgement made as of the date on which this document was compiled. Actual outcome may differ materially from those contained in this presentation, resulting from various factors, e.g., changes in external environment, revision to management strategies. Such forward-looking information is subject to change without prior notice. The Company does not guarantee the accuracy and/or the completeness of the information herein, nor does it make any guarantee or warranty, express or implied. The Company shall not be held liable for any loss arising from the use of this material, which cannot be used as evidence to seek legal responsibility. This material, in part or in whole, may not be reproduced, distributed, cited or transmitted in any form without the prior written consent of the Company.
1. General Shareholder Meeting (GSM) Overview [GRAPHIC APPEARS HERE] GSM Convocation Notice & Agenda Items List
Convocation Notice of General Shareholders Meeting (GSM) With wishes for your success and the well-being of your family, meeting notice is hereby given that, pursuant to Article 20 of the Articles of Incorporation, the 58th Annual General Meeting of Shareholders of POSCO Holdings Inc. will be convened as follows. ◾ Date : 09:00 (KST), Thursday, March 24, 2026 ◾ Place : Art Hall, 4F West Wing, POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea ◾ Agenda Items Agenda Description Item 1 Approval of Financial Statements for the 58th FY Item 2 Partial Amendments to the Articles of Incorporation 2-1 Title Change to Independent Director 2-2 Increase Audit Committee Members to be Separately Appointed 2-3 Expand Voting Restrictions per the Appointment/Dismissal of Audit Committee Members 2-4 Introduce Electronic GSM 2-5 Delete Provision Regarding Separate Cumulative Voting Item 3 Appointment of Inside Director Item 4 Appointment of Non-Standing Director Item 5 Appointment of Outside Director Item 6 Appointment of Outside Director to Serve on the Audit Committee Item 7 Approval of Director Remuneration Limit 03
2. Agenda Description (1) – Financial Statements Agenda Item 1 : Approval of the 58th Financial Statements
Agenda Item 1 : Approval of the 58th Financial Statements ◾ In accordance withArticle 449 of the Commercial Act, the Company hereby presents the 58th financial statements, prepared in compliance with applicable accounting standards, to our shareholders and stakeholders, and respectfully seek your approval. 3-year Operating Performance & Financials (consolidated) (KRW 100 mil.) 58th FY 57th FY (Jan. 1 ~ Dec. 31, 2024) 56th FY (Jan. 1 ~ Dec. 31, 2023) (Jan. 1 ~ Dec. 31, 2025) YoY Revenue 690,949 35,932 726,881 771,272 Gross Margin 51,661 2,469 54,129 64,169 Operating Profit 18,271 3,465 21,736 35,314 Profit Margin (%) 2.6 0.4p 3.0 4.6 Current Net Income 5,044 4,432 9,476 18,458 57th FY (Dec. 31, 2024) 56th FY (Dec. 31, 2023) 58th FY (Dec. 31, 2025) YoY Asset 1,051,924 +17,882 1,034,042 1,009,454 Current Asset 434,839 5,460 440,299 462,123 (cash on hand) (155,925) +7,904 (148,021) (179,072) Non-current Asset 617,085 +23,342 593,743 547,331 Debt 428,147 +8,609 419,538 412,815 (loans) (284,920) +24,946 (259,974) (259,704) Equity 623,777 +9,273 614,504 596,639 Debt Ratio(%) 68.6 +0.3p 68.3 69.2 05
FY2025 Financial Highlights ◾ Despite the recovery of steel business profits in 2025, YoY OP fellby KRW 0.4 tril., due to declines in RBM1) and Construction businesses. - (Steel) Despite sales volume fall due to tighter U.S. and Europe export regulations and low domestic demand, profitability was supported improved mill margins through lower raw material input costs - (Rechargeable Battery Mtrl.) P-Future M performance fell due to termination of EV subsidies (Sept. ‘25) in U.S. and price undercutting of Chinese anodes; profitability also profitability was also pressured by to fixed ramp-up costs incurred in new production facilities. - (Infra) P-E&C incurred additional costs due to work stoppage resulting from the Shinansan Line incident; the non-recurring costs led to significant operating loss. ◾ KRW 7 tril. CAPEX administered to reinforce its core competitiveness in steel and to secure RBM market leadership. - (Steel) Storage yards at both works enclosed to be eco-friendly; new EAF3) installed and underforming 3Finex made efficient to be cost-competitive. - (Rechargeable Battery Mtrl.) P-Argentina Lithium Phase 2 (25Ktpa) investment; CAM4) JV Phase 2 (30Kt) expansion in Canada; nickel dry smelting investment in Tsingshan JV (26Kt) in Indonesia - (Infra) Palm farm acquired (Indonesia); volume expansion at Senex (Australia) and across gas fields (Myanmar); LNG terminals added (Korea) ◾ Low-performing projects and non-essential assets restructured to enhance asset efficiency - Asset efficiency was improved through divestments of non-essential and underperforming assets, while portfolio realignment toward future growth engines accelerated (73 projects completed in 2024–2025, generating KRW 1.8 tril.) 1)RBM: Rechargeable Batter Materials 2) EAF: Electric Arc Furnace 3)CAM: Cathode Active Materials 06
FY2025 Shareholder Returns ◾ Funded by 50-60% of the separate annual FCF, basic dividend (KRW 10K/share) is paid; any remaining funds are used for additional shareholder returns. - Define shareholder return policy standards based on FCF that reflects investment needs in future growth projects, and ensure unhindered implementation of the growth strategies. - ‘Basic Dividend’ policy addresses the shareholder return variability risk that often results from FCF uncertainty. ◾ Pursuant to the 2025 Shareholder Return Policy, the company approved a cash dividend of KRW 10,000 per share (consolidated dividend payout ratio: 115%). - To make quarterly payout of KRW 2,500/share for each of the first 3 quarters, and to make an additional year-end payout of KRW 2,500/share. (fund total: KRW 756.2 billion) ◾ A policy is in practice to ensure that any buyback of treasury stocks made with the goal to enhance shareholder value shall be cancelled, with the exception of funding employee benefits. - In July 2024, proceeds totaling KRW 100 billion generated from selling non-essential assets funded the repurchase treasury shares that were immediately cancelled. ◾ Based on the plan to cancel 6% of our treasury shares in phases between ’24 to ’26, 4% has been completed; another 2% will be cancelled in 2026. 1) Treasury share cancellation is based on market value 2) ? 2026 payout can change based on the new Interim Return Policy (‘26-’28) 07
FY2025 ESG Management Update ◾ The HyREX demonstration project is progressing as planned, while construction of the Gwangyang EAF is accelerating, with start-up targeted for 2026. - 300Kt-capacity HyREX demo plant has begun construction to be operational in 2028 and at commercial scale by 2030. - To address the national energy policy, customer demands and CBAM, GY EAF to be operational in 2026. * HyREX demo project clears MOTIE’s pre-FS (Jun. ‘25), acquiring KRW 308.8 bil. in project funding * ‘EAF-BF Hybrid Mixing Technology’ chosen by MOFE as new growth/source technology (Jan. ’26) ◾ By defining and practicing globally aligned group-wide human rights (Hr) management standards, Hr risks are proactively addressed and improved. - Human Rights Declaration enacted across the group; CEOs of key affiliates jointly sign to proclaim commitment (Feb. ’25), P-HOLDINGS presides over the ‘Group Human Rights Management Council’ arranged half-yearly. - Hr Impact Assessment regularized for 7 domestic businesses (from Mar. ’25); a One-stop Grievance Mechanism set up to operate across the group (from Sept. ’25) - Impact Assessment scope expanded 7 local sites ¾ 9 local sites and overseas locations (from Jan. ’26) ◾ ESG issues are discussed at C-level management meetings and with the Board; key achievements are linked to performance evaluation of the affiliates, thereby shoring up the importance of ESG management. - Board-level ESG Session arranged (yearly); CEO hosts ‘Group ESG Council’; affiliates brief the Board quarterly on carbon & safety plan & outcome. - ESG is an essential KPI in affiliates’ management evaluation; core ESG indices, e.g., decarbonization, safety, directly tied to management comp. ◾ As a result, POSCO HOLDINGS is recognized as a global ESG leader by local and international rating agencies. 08
FY2025 Safety Management System Update ◾ In 2025, CEOs of POSCO’s group of companies sponsored rigorous safety inspections to foster a ‘Safety First’ culture. - CE O-sponsored group-wide Safety Assessment Meeting and unscheduled construction site inspections have conveyed a strong message of their commitment to a culture of ‘zero tolerance safety’ (Aug.-Oct. ’25) - Each affiliate mobilized individual and self-directed Emergency Safety Operation Modes, triggering ‘Temporary Work Stoppage’ and/or ◾ In August ’25, ‘Group Safety Innovation TF’ was established to report to the CEO. By assessing safety management at key operation sites, a comprehensive disaster prevention measure was compiled across the group. - The Group Safety TF pooled opinions from external consultants (academic, professional) and identified ‘Comprehensive Disaster Prevention Measures (CDPM)’ and 40 corrective action items (Oct. ’25) * Composition of CDPM: 1 Labor view: expand participation; 2 Company-led: improve systems; 3 Together: enhance on-site operability ◾ The assessment of safety practices at POSCO group performed by globally-recognized safety consulting firms helped to promote a stronger culture of safety across key affiliates. - Safety management collaboration MOUs were signed with dss+ and SGS, global top-tier safety firms who will offer safety consulting services (Sep.-Dec. ’25) - Launched POSCO Safety Solution (Sep. ’25), a company that specializes in safety, to bring professional safety knowhow inhouse, perform regular safety assessments, and to prescribe enhancement roadmaps customized to each operating company. * dss+ : previously Dupont’s Safety consulting firm, SGS(Société Générale de Surveillance): world’s largest inspection, validation and testing service provider ◾ A safety management system has been designed by reinforcing the organizational safety skills, linking safety to compensation, and by affecting structural change in subcontracting practices. - Safety teams have been upgraded to C-level (CSO, Division) organizations at key affiliates, and safety is a priority KPI for all executive-level performance evaluations. - To eradicate illegal subcontracting, the head of POSCO’s Purchasing Division leads a council to fix contract terms and to abolish the ‘lowest bidder wins’ practice. 09
2. Agenda Description (2) – Partial Amendment of the Articles of Incorporation (AOI) Agenda item 2: Partial Amendments of the AOI Item 2-1 Title Change to Independent Director Item 2-2 Increase Audit Committee Members to be Separately Appointed Item 2-3 Expand Voting Restrictions per the Appointment/Dismissal of Audit Committee Members Item 2-4 Introduce Electronic GSM Item 2-5 Delete Provision Regarding Separate Cumulative Voting
Item 2-1 : Title Change to Independent Director ◾ In the 2025 amended Commercial Act, with the goal to strengthen the independence of the Board of Directors of listed companies, the Act has revised the existing ‘Outside Director’ system into an ‘Independent Director’ framework. Given this transition, outside directors appointed under the former Commercial Act shall be deemed independent directors under the amended Act. ◾ To ensure consistency between statutory terminology and the Company’s Articles of Incorporation (“AOI”) and to prevent confusion among shareholders and stakeholders, we resolve to amend the title of ‘Outside Director’ to ‘Independent Director’ in our AOI and to revise all relevant provisions. Before Amendment After Amendment Reason Article 27. Number of the Directors Article 27 (Number of the Directors) The total number of Directors of the Company shall be at least three (3) but no more than thirteen (13) Directors, among which the Outside Directors shall be eight (8) persons or less and Inside Directors shall be five (5) persons or less. The Outside Directors shall constitute the majority of the total number of the Directors. The total number of Directors of the Company shall be at least three (3) but no more than thirteen (13) Directors, among which the Independent Directors shall be eight (8) persons or less and Inside Directors shall be five (5) persons or less. The Independent Directors shall constitute the majority of the total number of the Directors. Article 30. Recommendation of Candidate for Outside Directors (1) A candidate for Outside Director shall be recommended by the Director Candidate Recommendation Committee as prescribed in Paragraph (1) of Article 45. Such candidates shall be among those qualified persons as prescribed in Article 31. (2) A shareholder holding voting shares of the Company may recommend a candidate for Outside Director to the Director Candidate Recommendation Committee by the exercise of the shareholder proposal right under the applicable legislation. The Director Candidate Recommendation Committee shall determine the details regarding recommendation for, and evaluation on qualification of, candidates for Outside Director. Article 30 (Recommendation of Candidate for Independent Directors) (1) A candidate for Independent Director shall be recommended by the Director Candidate Recommendation Committee as prescribed in Paragraph (1) of Article 45. Such candidates shall be among those qualified persons as prescribed in Article 31. (2) A shareholder holding voting shares of the Company may recommend a candidate for Independent Director to the Director Candidate Recommendation Committee by the exercise of the shareholder proposal right under the applicable legislation. (3) The Director Candidate Recommendation Committee shall determine the details regarding recommendation for, and evaluation on qualification of, candidates for Independent Director. Title change aligned to Commer cial Act amendm ent Article 31. Qualification for Candidate for Outside Directors Article 31 (Qualification for Candidate for Independent Directors) An Outside Director must have sufficient and professional knowledge or experience in the areas of industry, finance, education, law, accounting and public administration and also must be qualified under the relevant laws. An Independent Director must have sufficient and professional knowledge or experience in the areas of industry, finance, education, law, accounting or public administration and also must be qualified under the relevant laws. 11
Item 2-1 : Title Change to Independent Director Before Amendment After Amendment Reason Article 35. By-Election (2) In the event that the number of Outside Directors is less than a majority of total number of Directors due to death or resignation of Outside Directors or for any other reason, Outside Directors shall be elected to fill the vacancy at the General Meeting of Shareholders to be held first after such cause so as for the number of Outside Directors to constitute a majority of total number of Directors. Article 35 (By-Election) (2) In the event that the number of Independent Directors is less than a majority of total number of Directors due to death or resignation of Independent Directors or for any other reason, Independent Directors shall be elected to fill the vacancy at the General Meeting of Shareholders to be held first after such cause so as for the number of Independent Directors to constitute a majority of total number of Directors. Title revision based on Commercial Act amendment Article 36. Remuneration of Directors (3) The Company may pay to Outside Directors for expenses incurred during performance of services as required of Outside Directors. Article 36 (Remuneration of Directors) (3) The Company may pay to Independent Directors for expenses incurred during performance of services as required of Independent Directors. Article 40. Chairman of the Board of Directors (1) The Chairman of the Board shall be appointed by the resolution of the Board of Directors among Outside Directors. (3) In the event that the Chairman of the Board cannot preside at a Meeting of the Board of Directors, Outside Director in order of seniority (if the seniority is the same, the oldest has the priority) shall take his place as Chairman of the Board. Article 40 (Chairman of the Board of Directors) (1) The Chairman of the Board shall be appointed by the resolution of the Board of Directors among Independent Directors. (3) In the event that the Chairman of the Board cannot preside at a Meeting of the Board of Directors, an Independent Director in order of seniority (if the seniority is the same, the oldest has the priority) shall take his place as Chairman of the Board. Article 48. Constitution and Appointment of Members of Audit Committee (1) The Audit Committee of the Company shall consist of three (3) or more Directors. All of the members shall be elected from among the Outside Directors. Article 48 (Constitution and Appointment of Members of Audit Committee) (1) The Audit Committee of the Company shall consist of three (3) or more Directors, all of whom shall be Independent Directors. 12
Item 2-1 : Title Change to Independent Director Before Amendment After Amendment Reason New Addenda ADDENDA (March 24, 2026) Article 3 (Transitional Measures for Voting Restrictions for Election and Dismissal of Independent Directors and Audit Committee Members) The amended provisions of Articles 27, 30, 31, 35, 36, 40, and 48 shall come into force on July 23, 2026; provided, however, that the amended provision of the second sentence of Article 48, Paragraph (1) shall be effective from the date on which it is approved by the resolution at the Ordinary General Meeting of Shareholders for the 58th fiscal year. Enforcement Date Addenda 13
Item 2-2 : Increase Audit Committee Members to be Separately Appointed ◾ Currently, the Board’s Audit Committee is comprised of 3 outside directors. Pursuant to the existing Commercial Act (Article 542-12), at least 1 Audit Committee member must be elected separately from other directors at the General Meeting of Shareholders. ◾ The 2025 Commercial Act amendment (effective Sept. 10, 2026) expands the number of Audit Committee members mandated to large listed companies to be appointed in a separate election process from one to two. To be compliant with the revised Act, the Company resolves to increase the number of Audit Committee memebers to be appointed in an election separated from that of other directors to two(2) in our Articles of Incorporation (AOI). This amendment of the AOI duly reflects the legislative intent to enhance the independence of the Audit Committee and protect the rights and interest of minority shareholders and ensures unhindered transition to the updated governance scheme. ◾ At the upcoming Ordinary General Meeting of Shareholders, we plan to hold a separate election to appoint as members of the Audit Committee Mr. Sung Wook Park (current Audit Committee member, appointed in a separate election in Mar. ’24, for a 3-year term) and one additional director, thereby implementing the revised Audit Committee governance scheme, as intended by the amended Act. Before Amendment After Amendment Reason Article 48. Constitution and Appointment of Members of Audit Committee (1) The Audit Committee of the Company shall consist of three (3) or more Directors. All of the members shall be elected from among the Outside Directors. Article 48 (Constitution and Appointment of Members of Audit Committee) (1) The Audit Committee of the Company shall consist of three (3) or more Directors, all of whom shall be Independent Directors. After Directors are elected at a General Meeting of Shareholders, the Company shall appoint the members of the Audit Committee from among the elected Directors; provided, however, that two (2) members of the Audit Committee shall be elected in a separate electrion from that of other directors, by a resolution of the General Meeting of Shareholders to also serve on the Audit Committee. AOI amendment to raise the number of Audit Committee members to be separately appointed New Addenda ADDENDA (March 24, 2026) Article 3 (Transitional Measures for Voting Restrictions for Election and Dismissal of Independent Directors and Audit Committee Members) The amended provisions of Articles 27, 30, 31, 35, 36, 40, and 48 shall come into force on July 23, 2026; provided, however, that the amended provision of the second sentence of Article 48, Paragraph (1) shall be effective from the date on which it is approved by the resolution at the Ordinary General Meeting of Shareholders for the 58th fiscal year. Enforcement Date Addenda 14
Item 2-3 : Expand Voting Restrictions per the Appointment/Dismissal of Audit Committee Members ◾ The 2025 amendment to the Commercial Act enhances unity of the regulations regarding the appointment and dismissal of Audit Committee members (directors to serve on the Audit Committee) to strengthen independence and protect minority shareholders. Under the revised framework, voting rights are limited to 3% per shareholder, and for the largest shareholder, shares held by affiliated persons are aggregated regardless of whether the candidate is an outside director. ◾ Accordingly, the Company will revise ‘3% Rule’ provisions in its AOI to align with the legislative intent and terminology. This revision does not alter the fundamental principle of the 3% Rule but does add clarity to the scope of shares aggregation for the largest shareholder in accordance with the law. ◾ As of now, the National Pension Service (NPS) is the only shareholder that owns more than 3% of the Company’s issued shares. In addition, since the Audit Committee consists entirely of outside directors, the practical impact of this revision on voting rights at general meetings is expected to be limited. Before Amendment After Amendment Reason Article 48 (Constitution and Appointment of Members of Audit Committee) (2) A member of the Audit Committee shall be appointed or dismissed at the General Meeting of Shareholders. When appointing a member of the Audit Committee, a shareholder holding more than three percent (3%) of the Company’s issued and outstanding shares shall not be entitled to exercise his voting rights for that excess portion. Article 48 (Constitution and Appointment of Members of Audit Committee) (2) A member of the Audit Committee shall be appointed or dismissed at the General Meeting of Shareholders. When appointing or dismissing a member of the Audit Committee, a shareholder holding more than three percent (3%) of the Company’s issued and outstanding shares with voting rights (if such shareholder is the largest shareholder, for calculating the number of shares held by the largest shareholder, his/her shares, along with those owned by his/her specially related person(s), and other person(s) specified by the Enforcement Decree of the Korean Commercial Code, shall be added up together) shall not be entitled to exercise his voting rights for that excess portion. Explicit language to restrict voting beyond 3% voting shares per the appointment /dismissal of Audit Committee members New Addenda ADDENDA (March 24, 2026) Article 3 (Transitional Measures for Voting Restrictions for Election and Dismissal of Independent Directors and Audit Committee Members) The amended provisions of Articles 27, 30, 31, 35, 36, 40, and 48 shall come into force on July 23, 2026; provided, however, that the amended provision of the second sentence of Article 48, Paragraph (1) shall be effective from the date on which it is approved by the resolution at the Ordinary General Meeting of Shareholders for the 58th fiscal year. Enforcement Date Addenda
Item 2-4 : Introduce Electronic General Meeting of Shareholders (GSM) ◾ The 2025 amendment to the Commercial Act (Articles 542-14 and 542-15) permits listed companies to hold electronic shareholder meetings concurrently with in-person meetings at the designated location. For listed companies specified by Presidential Decree based on asset size among other criteria, the concurrent arrangement of electronic meetings becomes mandatory from January 1, 2027. ◾ In preparation for smooth implementation at the effective date, the Company intends to clarify in the Articles of Incorporation the basis for convening electronic general meetings of shareholders and to revise the Articles so that documents evidencing proxy authority may be submitted in written or electronic form in a manner consistent with an electronic meeting environment. ◾ This amendment is intended to enhance shareholders’ convenience in participating in general meetings and to establish, in advance, an institutional framework for the stable operation of electronic general meetings of shareholders. Before Amendment After Amendment Reason Article 19 (Convening of General Meeting of Shareholders) Article 19 (Convening of General Meeting of Shareholders) (5) The Company shall hold General Meetings of Shareholders in a manner that allows some shareholders to participate in and vote on resolutions from remote locations by electronic means, without being physically present at a venue of the meeting. AOI amended to introduce electronic GSM Article 23. Vote by Proxy (2) A proxy shall submit a document evidencing the power of representation to the Company before the opening of the General Meeting of Shareholders. Article 23 (Vote by Proxy) (2) A proxy shall submit a document or an electronic document evidencing the power of representation to the Company before the opening of the General Meeting of Shareholders. New Addenda ADDENDA (March 24, 2026) Article 2 (Transitional Measures for a Venue and Method of a General Meeting of Shareholders, and Proxy Voting) The amended provisions of Article 19 and Article 23, Paragraph (2) shall come into force on January 1, 2027. Enforcement Date Addenda
Item 2-5 : Delete provision regarding separate cumulative voting ◾ Pursuant to Article 382-2 of the Commercial Act, the Company has adopted a cumulative voting system, which grants voting rights equal to the number of directors to be elected. Currently, the AOI mandates that cumulative voting be staged separately for inside and outside directors. ◾ In December 2025, the Ministry of Justice issued an executive interpretation providing that when cumulative voting is arranged, it should be applied collectively to all director candidates. ◾ Accordingly, the Company intends to enhance the legality and compliance of the system’s operation by deleting from the Articles of Incorporation the provisions relating to the separate cumulative voting structure, reflecting the above interpretation and prevailing practice standards. Before Amendment After Amendment Reason Article 28. Election of the Directors and Representative Directors (3) If Directors are appointed by a cumulative voting, the Inside Directors and the Independent Outside Directors are separately considered, and then, the cumulative voting shall apply to each group. Article 28.(Election of Directors and Representative Directors) (Delete) AOI amended to introduce unified cumulative voting New Addenda ADDENDA (March 24, 2026) Article 1 (Effective Date) The amended Articles of Incorporation shall be effective from the date on which they are approved by the resolution at the Ordinary General Meeting of Shareholders for the 58th fiscal year. Enforcement Date Addenda17
2. Agenda Description (3~6) – Director Appointment Item 3 : Appointment of Inside Directors Item 4 : Appointment of LEE, Hee Geun as Non-Standing Director Item 5 : Appointment of KIM, Jooyoun as Outside Director Item 6 : Appointment of KIM, Joon Gi as Outside Director to Serve on the Audit Committee
Item 3 : Appointment of Inside Directors LEE, Ju Tae Candidate for Inside Director 【Basic Info】 - Date of Birth : February 1964 Gender : Male Nomination type : Re-appointment Nominated by : BoD Relationship to the largest shareholder: None - POSCO group related transactions during the past 3 years : None Financial delinquency, manager of insolvent business or other legal disqualifications : None 【Professional Experience】 Mar. 2025~ Head, Corporate Strategy Division (Representative Director & President), POSCO HOLDINGS INC. Apr. 2024 Head, Corporate Strategy Team (Sr.EVP), POSCO HOLDINGS INC. Mar. 2023 Head, Corporate Planning and Finance Division (Inside Director & Sr.EVP), POSCO Jan. 2021 Head, Purchasing and Investment Division (Sr.EVP), POSCO Jan. 2019 Head of Management Strategy Office (EVP), POSCO Feb. 2018 Representative President (EVP), POSCO Asia (Hong Kong) Mar. 2015 Representative President (Sr.VP), POSCO Asia (Hong Kong) Jul. 2014 Representative President (Sr.VP), POSCO-America (USA) Reasons for Recommendation As Head of the Corporate Strategy Division, Mr. Lee has strengthened the Company’s future growth portfolio by advancing investments in overseas steel production and securing high-quality lithium assets for rechargeable battery materials. His rich knowledge and experience across the Group’s businesses will help to strengthen effective decision-making on key matters and generate outcomes in future businesses.19
Item 3 : Appointment of Inside Directors KIM, Ki Soo Candidate for Inside Director 【Basic Info】 - Date of birth : April 1965 Gender : Male Nomination type: Re-appointment Nominated by : BoD Relationship to the largest shareholder : None - POSCO group related transactions during the past 3 years : None Financial delinquency, manager of insolvent business or other legal disqualifications : None 【Professional Experience】 Mar. 2024 ~ Head, POSCO N.EX.T Hub, CTO (Inside Director & Sr.EVP), POSCO HOLDINGS INC. Jan. 2024 Head, Technical Research laboratories (Sr.EVP), POSCO Jan. 2020 Head, Low-Carbon Process R&D Center (EVP), POSCO Feb. 2017 Head, Engineering Solution Office (Sr.VP), POSCO Jun. 2014 Head, Research Infrastructure Group (VP), POSCO Reasons for Recommendation As Head of POSCO N.EX.T Hub, Mr. Kim has helped to innovate Corporate R&D system led by the holding company and define the Group’s DX strategy. By leveraging his expertise in steel research and leadership in technology development, Mr. Kim will contribute to reinforcing the Group’s AX and developing advanced technology to outperform competition and secure business competitiveness.20
Item 3 : Appointment of Inside Directors Chung, Seok Mo Candidate for Inside Director 【Basic Info】 - Date of Birth : November 1966 Gender : Male Nomination type: New appointment Nominated by : BoD Relationship to the largest shareholder : None - POSCO group related transactions during past 3 years : None Financial delinquency, manager of insolvent business or other legal disqualifications : None 【Professional Experience】 Dec. 2025 ~ Head, Business Synergy Division (Sr.EVP), POSCO HOLDINGS INC. Jan. 2025 Head, Industrial Gas Business Unit (EVP), POSCO & (concurrently) President, POSCO ZHONGTAI AIR SOLUTION Feb. 2022 Head, Industrial Gases Business Project Team (EVP), POSCO Jan. 2020 Head, LiB Materials Business Office (Sr.VP), POSCO Jan. 2018 President, eNtoB As Head of the Business Synergy Division, Mr. Chung brings broad experience and deep cross-sector insight across steel, rechargeable battery materials, and industrial gas. He is well positioned to strengthen capabilities in the Group’s core businesses and accelerate portfolio and organizational realignment to enhance long-term competitiveness.
Item 4 : Appointment of LEE, Hee Geun as Non-Standing Director LEE, Hee Geun Candidate for Non-Standing Director 【Basic Info】 - Date of Birth: December 1962 Gender : Male Nomination type : New appointment Nominated by : BoD Relationship to the largest shareholder : None - POSCO group related transactions during past 3 years : None Financial delinquency, manager of insolvent business or other legal disqualifications : None 【Professional Experience】 Mar. 2025 ~ Representative Director & President, POSCO Nov. 2024 Head, Facilities Competitiveness Enhancement TF Team (Sr.EVP) Mar. 2023 Head, Safety & Environment Division (Inside Director & Sr.EVP) Mar. 2021 Representative Director & President, POSCO M-Tech Jan. 2018 Deputy Head, Pohang Works Iron and Steelmaking Sector (Sr.VP), POSCO As Representative Director of POSCO, Mr. Lee has helped to enhance the fundamental competitiveness and profitability of the steel business. His involvement in the holding company board will reinforce close collaboration with POSCO and significantly assist the board in rational decision-making on various challenges faced by the Group.22
Item 5 : Appointment of KIM, Joo Youn as Outside Director Basic Info Reasons for Recommendation KIM, Joo Youn (Female) With extensive experience in business management and brand operations, Ms. Kim’s career at P&G spans multiple leadership roles, i.e., Representative Director and President of P&G Korea, Global Chief Marketing Officer (CMO) of P&G Grooming, and Vice Chair for Korea/Japan. At P&G Global, Ms. Kim served on the board as the head of the leadership council; after retiring from P&G, she was appointed as outside director to SK Innovation, a Korean company, helping to improve the management and governance structure, i.e., the HR Evaluation and Remuneration Committee, Strategy and ESG Committee. Based on her experience in business management and marketing at a global company and work as an outside director at a Korean company, Ms. Kim will assist board operations by providing insights and help strengthen the Company’s growth and sustainability June 1967 Professional Experience of the Candidate BSM (Age: 58) New Appointment as Outside Director 【Education】 B.S./M.S. in Biology, Yonsei University 【Key Professional Career】 2023~ Outside Director, SK Innovation Co., Ltd. 2019 ~ 2022 Vice Chair, P&G Korea/Japan & Global Chief Marketing Officer, P&G Grooming 2018 ~ 2019 Vice Chair, P&G Gillette Asia 2016 ~ 2018 Representative Director and president of P&G Korea 2012 ~ 2015 Marketing Director, P&G Asia-Pacific India (EVP) 2011 ~ 2012 Global Brand Franchise Leader, P&G 2005 ~ 2010 Marketing Director, P&G Korea 【Other Info】 - Nominated by : Director Candidate Recommendation Committee Relationship to the largest shareholder : None - POSCO group related transactions during past 3 years : None Financial delinquency, manager of insolvent business or other legal disqualifications : None ESG / Sustainable managment • Leadership • Risk Management • Industry Experience • Technology, Digital, and Innovation - Finance and Accounting • Law and Public Policy - Global Biz • Business Development and M&A -23
Item 6 : Appointment of KIM, Joon Gi as Outside Director to Serve on the Audit Committee Basic Info Reasons for Recommendation KIM, Joon Gi (Male) As a law professor and professional expert in international trade and commerce laws and corporate governance enhancement, Mr. Kim has served as arbitrator at domestic and international dispute settlement bodies and as Executive Director at the Hills Governance Center. He is also active in various research projects in international dispute resolution, trade and governance. Mr. Kim’s academic record and expertise gained from his legal practice will provide insights in the business management and board operations, significantly enhancing the Company’s international competitiveness in governance. May 1965 (Age: 60) Re-appointment as Outside Director (Separate Appointment) Professional Experience of the Candidate Education J.D., Georgetown University Law Center M.A. in Political Science, Yonsei University B.A. in Political Science, Columbia University Professional Experience 2023 ~ Outside Director, POSCO HOLDINGS INC. 2008 ~ Professor of Law, Yonsei University Law School 2024 ~ Co-Chair, International Bar Association(IBA) 2022 ~ 2024 President, The Korean Council for International Asia Pacific Arbitration Group Arbitration (KOCIA) 2021 ~ Member/Alternative member, ICC 1998 ~ 2008 Professor, Graduate School of International International Court of Arbitration Studies, Yonsei University 2018 ~ Member, Internatinoal Arbitration Committee 2003 ~ 2007 Executive Director, Hills Governance Center KCAB International 1995 ~ 1998 Professor of Business Administration, Hongik 2013 ~ Arbitrator for the ICSID University 1992 ~ 1995 Attorney, Foley Lardner Other info - Nominated by : Director Candidate Recommendation Committee Relationship to the largest shareolder : None - POSCO group related transactions during past 3 years : None Financial delinquency, manager of insolvent business or other legal disqualifications : None 24
Outside Director Board Skills Matrix (upon approval of the 58th GSM) ◾ The Board Skills Matrix (BSM) has been designed and put in place with the goal to enhance the diversity and expertise of the Board members. - The competency indicators are classified into commonly shared “General Management” aspects and “Industry Specific” expertise, with industry experience and technical capabilities further specifie eneral Management Skills : ESG·Sustainable Management, Leadership, Risk Management Industry Specific Skills: Industry Experience, Technology, Digital and Innovation, Finance and Accounting, Law and Public Policy, Global Biz, Business Development and M&A Board Skills Matrix of Outside Directors Category YOO, Young Sook KWON, Tae-Kyun YOO, Jin Nyoung SOHN, Sung Kyu PARK, Sung Wook KIM, Joon Gi ( Re- appointment) KIM, Joo Youn ( New Appointment) Skills General Management ESG/Sustainable Management • • • • • • • Leadership • • • • • • • Risk Management • • • • • • • Industry Specific Industry Experience - - • - • - • Technology, Digital and Innovation • - • - • - - Finance and Accounting - • - • • • • Law and Public Policy • • • - - • - Global Biz - • • - • • • Business Development/ M&A - - • - • - - General Overview Gender F M M M M M F Current Affiliation Honorary Chair of the Board, Climate Change Center Outside Director, Kumho Petrochemical CEO, ANGEL 6+ Professor Emeritus of Business Administration, Yonsei University - Professor of Law, Yonsei University Law School Outside Director, SK Innovation Professional Experience Vice President, Korea Institute of Science and Technology (KIST) Minister of Environment Head of Free Economic Zone Plannning, Ministry of Finance and Economy Ambassador to the UAE CTO/President, LG Chem Member, Presidential Advisory Council on Science and Technology Outside Director, Samsung Asset Management President of the Korean Accounting Association Chair, Korea Semiconductor Industry Association CEO/President-Vice Chairman, SK Hynix World bank, Arbitrator The first Executive Director at Hills Governance Center, CSIS Attorney, Foley & Lardner Vice Chair, P&G Korea/Japan Vice President, P&G Gillette Asia25
Outside Director Appointment Process ◾ To ensure independence and transparency of the Outside Director (OD) appointment process, in 2004, the Director Candidate Recommendation Committee (DCRC) resolved to launch the Outside Director Recommendation Advisory Panel. The Panel provides the Committee with a shortlist of candidates (5 per position). The Committee then assess the qualifications of the candidates and recommends the finalists to the General Shareholders Meeting (GSM). The GSM votes on the appointment of the new Directors. - The DCRC is exclusively composed of outside directors to ensure procedural independence. - The Advisory Panel consists of five reputable senior leaders in business, finance, academia and law. ◾ To ease eligibility requirements and strengthen shareholder participation in the recommendation process, the Company has expanded the qualification for shareholders to recommend preliminary candidates for outside director positions from shareholders holding 0.5% or more of shares to those holding 0.1% or more. This provides responsible shareholders with fair opportunities and, through enhanced communication with shareholders, improves the effectiveness of the shareholder recommendation system as well as the transparency and openness of corporate governance. - POSCO HOLDINGS distributes official letters addressed by the DCRC Chair to shareholders who hold 0.1% or more in shares of POSCO HOLDINGS as of June-end of each year and posts a notice online for candidate recommendation. The letter and the notice invites the shareholder to nominate one preliminary OD candidate. - For the March 2026 GSM, official letters were sent on August 4, 2025, and call for candidate recommendation was open from August 18 to August 31, 2025. ? From 2018 to 2023, shareholders were required to hold 0.5% or more in equity ownership to recommend candidates. This requirement was changed to 0.1% in 2024 to expand shareholder participation. ◾ To assess individual contribution of each Director, an OD evaluation policy has been introduced. By developing a guide on how to use the evaluation results, a mechanism is in place to validate and filter participation level. OD reappointment decisions are made based on the assessment of individual contribution during the term. Outside Director ( OD) Candidate Appointment Process (Aug.12, 2025 ~ Mar.24, 2026) ◾ Aug. 12, 2025 ◾ Approved ‘OD Candidate Recommendation Advisory Panel’ ◾ Sep. 11 ~ Oct.16 ◾ Panel recommended 5 candidates per position ◾ (OD Recommendation Advisory Panel) ◾ Oct.28 ~ Nov.5 ◾ Assessment ◾ of OD Candidates ◾ Feb. 19, 2026 ◾ Appointment of Outside Directors ◾ Recommendation of OD Candidates 26
2. Agenda Description (7) – Director Compensation Limit Item 7 : Director Remuneration Limit
Item 7 : Director Remuneration Limit ◾ A Director’s compensation is comprised of the base salary and performance bonus. Funded by a defined budget approved by the GSM, the final compensation is determined based on standards prescribed by the Board and in consideration of the position and assigned role. ◾ The final performance bonus is determined by the Evaluation and Compensation Committee, exclusively composed of outside directors, that meets annually to evaluate management performance. - Assessment Standard (2025) : * Quantative assessment based on consolidated financial performance is 60% (OP 15%, Revenue 10%, Operating cash flow 5%, R&D expense 5%, New growth business revenue 5%, ROA 5%, Stock price variance 15%) * Qualitative assessment of effort made to enhance long-term competitiveness is 40% (ESG 10%, Business 15%, Investment/Technology 10%, Talent 5%) ◾ Total director remuneration administered as of 2025 is KRW5.9 billion and director remuneration limit for 2025 remains unchanged at KRW 10.0 billion. - Compared to 2025, the number of directors in 2026 will increase by one outside director and one other non-executive director; however, as both positions are non-standing roles, the impact on total director remuneration is not expected to be significant. Category 2025 2026 Number of Directors (Outside Directors) 10 (6) 12 (7) Upper Limit of Total Director Remuneration KRW 10.0 billion KRW 10.0 billion Total Remuneration Administered KRW 5.9 billion - 28