SEC Form 6-K filed by POSCO HOLDINGS INC.

SEC Form 6-K filed by POSCO HOLDINGS INC.

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6-K 1 d111694d6k.htm FORM 6-K Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2026

Commission File Number: 1-13368

POSCO HOLDINGS INC.

(Translation of registrant’s name into English)

POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea, 06194

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

To Shareholders

Notice of the 58^th Ordinary General Meeting of Shareholders

We hereby notify you that the 58^th 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 58^th 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 58^th 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.

● 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
2-1	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.	Title change aligned to Commercial Act amendment


	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.
	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.
	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.
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


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
2-4	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.	AOI amended to introduce electronic GSM
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

● 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

-	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.

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.

● 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/ Agenda	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

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

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	POSCO HOLDINGS INC.
	(Registrant)

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

Appendix 1

POSCO HOLDINGS INC.

(Formerly, POSCO)

and Subsidiaries

Consolidated Financial Statements

December 31, 2025 and 2024

(With Independent Auditors’ Report Thereon)

Table of Contents


	Page

Independent Auditors’ Report		TBD

Consolidated Financial Statements

Consolidated Statements of Financial Position		3

Consolidated Statements of Comprehensive Income		5

Consolidated Statements of Changes in Equity		6

Consolidated Statements of Cash Flows		8

Notes to the Consolidated Financial Statements		TBD

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	W		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

Total current assets					43,483,869		44,029,924

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

Total non-current assets					61,708,569		59,374,276

Total assets			W		105,192,438		103,404,200

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	W		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

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

Total non-current liabilities					19,683,093			19,174,113

Total liabilities					42,814,747			41,953,832

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			W		105,192,438			103,404,200

The accompanying notes are an integral part of the consolidated financial statements.

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	W		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		W		923,024			2,110,358

Profit attributable to:
Owners of the controlling company		W		657,654			1,094,917
Non-controlling interests				(153,251	)		(147,337	)

Profit		W		504,403			947,580

Total comprehensive income attributable to:
Owners of the controlling company		W		1,032,628			2,008,919
Non-controlling interests				(109,602	)		101,439

Total comprehensive income		W		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)		W		8,697			12,250

The accompanying notes are an integral part of the consolidated financial statements.

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
(in millions of Won)		Share capital		Capital surplus			Other equity items			Treasury shares			Retained earnings			Subtotal			Non- controlling interests			Total
Balance as of January 1, 2024	W		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	W		482,403		1,648,894			1,155,429			(1,550,862	)		53,658,368			55,394,232			6,056,136			61,450,368

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
(in millions of Won)		Share capital		Capital surplus		Other equity items		Treasury shares			Retained earnings			Subtotal			Non- controlling interests			Total
Balance as of January 1, 2025	W		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	W		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,

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		W		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		W		4,570,332			6,663,655

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			W		(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	W		7,049,800			6,767,898

The accompanying notes are an integral part of the consolidated financial statements,

Appendix 2

POSCO HOLDINGS INC.

(Formerly, POSCO)

Separate Financial Statements

December 31, 2025 and 2024

(With Independent Auditors’ Report Thereon)

Table of Contents


	Page

Independent Auditors’ Report		TBD

Separate Financial Statements

Separate Statements of Financial Position		3

Separate Statements of Comprehensive Income		5

Separate Statements of Changes in Equity		6

Separate Statements of Cash Flows		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

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	W		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		W		51,815,585		50,633,797

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	W		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		W		51,815,585			50,633,797

The accompanying notes are an integral part of the separate financial statements.

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	W		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			W		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)			W		6,544			18,999

The accompanying notes are an integral part of the separate financial statements.

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	W		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	W		482,403		1,367,990			(62,645	)		(1,550,862	)		47,952,144			48,189,030


Balance as of January 1, 2025	W		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	W		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.

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			W		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			W		1,095,904			1,817,876

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			W		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			W		(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	W		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	W		184,416			409,387

The accompanying notes are an integral part of the separate financial statements.

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Date	Rating	Analyst
7/7/2025	Equal-Weight → Overweight	Morgan Stanley
8/1/2023	Equal-Weight → Underweight	Morgan Stanley
7/26/2023	Buy → Neutral	UBS
7/24/2023	Buy → Neutral	Citigroup
4/13/2023	Neutral → Underweight	JP Morgan
10/24/2022	Overweight → Neutral	JP Morgan
10/12/2021	Neutral → Sell	UBS

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.

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.