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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 April, 2026

Commission File Number: 1-13368

 

 

POSCO HOLDINGS INC.

(Translation of registrant’s name into English)

 

 

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

(Address of principal executive offices)

 

 

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

Form 20-F ☒   Form 40-F ☐

 

 
 


Decision on Acquisition of Shares or Investment Certificates of Other Corporation

 

Subsidiary company

  

POSCO

  

‘s material business matters to report

 

Subsidiary company    POSCO    ‘s material business matters to report
1. Details of issuing company    Name of company    Saffron Resources Private Limited
   Nationality    India    Representative    Mr. Pavan Kumar Mittal and 2 others
   Capital stock (KRW)    158,100,000    Relationship to company    -
   Total number of shares issued    1,000,000    Main business    Mining business
2. Details of acquisition    Number of shares to be acquired    -
   Acquisition cost (KRW)    1,609,551,800,000
   Equity capital (KRW)    34,193,497,589,134
   Ratio to equity capital (%)    4.7
   Classified as a large-sized corporation?    Yes
3. Number of shares held and shareholding ratio after acquisition    Number of shares held    -
   Shareholding ratio(%)    50
4. Acquisition method    Cash Acquisition
5. Purpose of acquisition    Establishment of an Integrated Steel Mill JV in Odisha, India
6. Scheduled acquisition date    2031-12-31
7. Subject to filing of a material fact report on asset acquisition?    N/A
-Total assets (as of the end of the latest fiscal year) (KRW)    50,280,606,138,410    Acquisition cost
/Total assets(%)
   3.2
8. Deemed a backdoor listing?    N/A
-Plan to increase capital through third-party allotment within six months?    N/A


9. Satisfying backdoor listing requirements for the issuing company (another corporation)?    N/A
10. Date of board resolution (decision date)    2026-04-17
-Attendance of outside directors    Present (No.)    2
   Absent (No.)    -
-Attendance of auditors (members of Audit Committee who are not outside auditors)    Present
11. Subject to reporting to the Fair Trade Commission?    No
12. Signed a put option contract, etc.?    No
-Details of agreements    -
13. Other matters to be factored into investment decisions   

- This disclosure pertains to the investment made by POSCO alongside JSW to jointly construct an integrated steel mill in Odisha, India, as a means to respond to changes in the Indian steel market and to continuously expand market share in the automotive steel sector.

 

- The structure involves our company acquiring new shares in Saffron Resources Private Limited (hereinafter “Saffron”), a subsidiary of JSW, whereby Saffron will be restructured into a Joint Venture Company (JVC) with a 50:50 shareholding ratio between POSCO and JSW.

 

- This investment is subject to the satisfaction of certain conditions precedent, and the implementation and structure of the project may change depending on the fulfillment of such conditions.

 

- Number of Shares to be Acquired under ‘2. Details of acquisition’ and Number of Shares Held under ‘3. Number of shares held and shareholding ratio after acquisition’ will be provided with an amended disclosure once they are finalized.

 

- Under ‘2. Details of Acquisition,’ Acquisition Cost (in KRW) is approx. USD 1,093 million, converted to KRW based on the SMBS exchange rate of KRW 1,472.60 per dollar, as of April 17, 2026. This is the total capital value that POSCO will contribute by the end of 2031, the final payment year, toward the construction of the integrated steel mill in India.


    

 

LOGO POSCO’s total investment amount is US$3,644 million. Of this, the debt portion of US$2,551 million will be submitted for a separate Board approval and disclosed once the financing plan is finalized.

 

- ‘6. Scheduled acquisition date’ is stated as the end of 2031, which is the final year of capital payment from the contribution amount for the integrated steel mill in India. The payment will be executed in stages during the construction period.

 

- The aforementioned schedule and payment details are subject to change based on the project progress.

 

LOGO Disclosure on material business matters of the subsidiary company

 

Name of subsidiary : POSCO

 

Ratio of total assets : 57.7%

 

Ratio of total asset is based on the statement of financial position of POSCO HOLDINGS INC as of December 31, 2025.

    

 

LOGO Related disclosure

   -

[Condensed Financial Statements of Issuing Company]

(KRW)

 

Category   Total assets   Total liabilities   Total
shareholders’
equity
 

Capital

stock

  Sales   Net income   External
auditor’s
opinion
  External auditor
Current fiscal year   23,290,057,696   22,442,421,864   847,635,831   171,357,328   -   -2,454,134,017   Unqualified
opinion
  A Bhattachrjee & Co. Chartered Accountant
Previous fiscal year   18,830,804,224   17,710,642,857   1,120,161,367   1,615,374   -   -26,446,997   Unqualified
opinion
  A Bhattachrjee & Co. Chartered Accountant
Two fiscal years prior   17,544,319,635   16,418,334,403   1,125,985,232   1,585,805   25,438,796   57,306,463   Unqualified
opinion
  STAS & Associates Chartered Accountants


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: April 20, 2026     By  

/s/ Han, Young Ah

      (Signature)
      Name: Han, Young Ah
      Title: Executive Vice President