6-K
POSCO HOLDINGS INC. (PKX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2025
Commission File Number: 1-13368
POSCO HOLDINGS INC.
(Translation of registrant’s name into English)
POSCO Center,440 Teheran-ro, Gangnam-gu, Seoul, Korea, 06194
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Adjustment of Conversion Price, Exercise Price of Preemptive Rights, and Exchange Price
| 1. Type | Adjustment of exchange price | |||
|---|---|---|---|---|
| 2. Class of Bonds | Foreign<br>currency denominated exchangeable bonds<br> <br>(Issued September 1, 2021) | |||
| - Listing of Warrants | Not applicable | |||
| 3. Details of Adjustment | Series No. | Pre-adjustment price (KRW) | Post-adjustment price (KRW) | |
| - | 440,592 | 433,278 | ||
| 4. Changes in Securities | Series No. | Total par value (electronic<br>registration)<br> <br>of non-exercised securities (KRW) | Number of shares available for conversion, exercise, and exchange before adjustment (shares) | Number of shares available for conversion, exercise, and exchange after adjustment (shares) |
| - | 36,864,672,000 | 83,671 | 85,083 | |
| 5. Reasons for Adjustment | Adjustment of exchange price following cash dividend of POSCO HOLDINGS INC. | |||
| 6. Basis and Method for Adjustment | 1) Grounds for<br>adjustment: Adjustment of the exchange price following cash dividends<br> <br><br> <br>-In the event<br>of any reasons for adjustment of the exchange price, such as capital increase without consideration, stock split, reverse stock split, change of stock class, issuance of options or warrants to shareholders, stock dividends, cash dividends, issuance<br>of new shares below market price, etc., the exchange price will be adjusted according to the relevant bond conditions.<br> <br><br><br><br>2) Method of adjustment<br> <br><br><br><br>Post adjustment adjusted price = Pre adjustment adjusted price X[(*Current market price - Cash dividends equivalent to 1 share)/*Current market<br>price] | |||
| 7. Effective Date of Adjusted Price | March 1, 2025 | |||
| 8. Date of Board Resolution <br>(Decision Date) | - | |||
| --- | --- | --- | ||
| - Attendance of Outside Directors | Present (No.) | - | ||
| Absent (No.) | - | |||
| -<br>Attendance of Auditors<br> <br>(members of Audit Committee) | - | |||
| 9. Other references useful for making investment decisions | - ‘Total par value (electronic registration) of non-exercised securities (KRW)’of ‘4. Changes in Securities’ above was converted into KRW by applying the standard exchange rate (standard exchange rate of 1,360.32 EUR/KRW announced by<br>Seoul Foreign Exchange Brokerage Co., Ltd. on August 13, 2021).<br> <br><br> <br>- Above 4.<br>‘Number of shares available for conversion, exercise, and exchange before adjustment (shares)’ has decreased from 3,290,947 shares to 83,671 shares due to the early redemption of EUR 1,038,800,000 out of the total face value of EUR<br>1,065,900,000 of exchangeable bonds on September 2, 2024, upon the request of the investor.<br> <br><br><br><br>- ‘Current market price’ of ‘6.2 Method adjustment’ above means the amount obtained by taking an arithmetic average of the closing prices<br>of 20 trading days until the immediately preceding trading day, including the immediately preceding trading day of the date started, with the trading day immediately preceding the date of disclosure of the initial dividend being the date<br>started.<br> <br><br> <br>- Above ‘7. Effective Date of Adjusted Price’ will take effect<br>retroactively on March 1, 2025 which is immediately after the record date for the 4th quarter 2024 (February 28, 2025). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| POSCO HOLDINGS INC. | ||
|---|---|---|
| (Registrant) | ||
| Date: March 20, 2025 | By | /s/ Han, Young-Ah |
| (Signature) | ||
| Name: Han, Young-Ah | ||
| Title: Senior Vice President |