Form 20-F

As filed with the Securities and Exchange Commission on April 2

, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form

20-F

(Mark One)

	☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

December 31

2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from

Commission file number

1-13368

POSCO HOLDINGS INC.

(Exact name of Registrant as specified in its charter)


POSCO HOLDINGS INC.		The Republic of Korea
(Translation of Registrant’s name into English)		(Jurisdiction of incorporation or organization)

POSCO Center, 440

Teheran-ro,

Gangnam-gu

Seoul,

Republic of Korea

06194

(Address of principal executive offices)

Chung,

Ihn-young

POSCO Center, 440

Teheran-ro,

Gangnam-gu

Seoul

Republic of Korea

06194

Telephone:

82-2

-3457-1073;

E-mail:

ihnyoung.h@posco-inc.com;

Facsimile:

+82-2-3457-6000

(Name, telephone,

e-mail

and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.


Title of Each Class	Trading symbol	Name of Each Exchange on Which Registered

American Depositary Shares, each representing one -fourth of one share of common stock	PKX	New York Stock Exchange , Inc.

Common Stock, par value Won 5,000 per share *	PKX	New York Stock Exchange, Inc. *

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

As of December 31, 2025, there were 75,620,779 shares of common stock, par value Won 5,000 per share, outstanding (not including 5,312,173 shares of common stock held by the company as treasury shares)

Indicate by check mark if the registrant is a

well-known

seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

☒

☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes

☐

☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule

12b-2

of the Exchange Act. (Check one):

Large accelerated filer

☒

Accelerated filer

☐

Non

-accelerated

filer

☐

Emerging growth company

☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes

☒

☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Yes

☐

☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b). Yes

☐

☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S.

GAAP

☐

IFRS

☒

Other

☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item

☐

Item

☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act).

Yes

☐

☒

*	Not for trading, but only in connection with the registration of the American Depositary Shares.

GLOSSARY


“ADR”		American Depositary Receipt evidencing ADSs.

“ADR depositary”		Citibank, N.A.

“ADS”		American Depositary Share representing one-fourth of one share of Common Stock.

“Commercial Code”		Commercial Code of the Republic of Korea.

“common stock”		Common stock, par value Won 5,000 per share, of POSCO HOLDINGS INC.

“Consolidated Financial Statements”		Consolidated financial statements as of December 31, 2024 and 2025 and for each of the years in the three-year period ended December 31, 2025 and related notes thereto.

“deposit agreement”		Deposit Agreement, dated as of July 19, 2013, among POSCO (currently named POSCO HOLDINGS INC.), the ADR Depositary and all holders and beneficial owners from time to time of ADRs issued thereunder.

“U.S. dollars,” “$” or “US$”		The currency of the United States of America.

“FSCMA”		Financial Investment Services and Capital Markets Act of the Republic of Korea.

“Government”		The government of the Republic of Korea.

“Gwangyang Works”		Gwangyang Steel Works.

“IASB”		International Accounting Standards Board.

“IFRS”		International Financial Reporting Standards.

“IFRS as issued by the IASB”		IFRS accounting standards as issued by the IASB.

“Korea”		The Republic of Korea.

“K-IFRS”		Korean International Financial Reporting Standards.

“Pohang Works”		Pohang Steel Works.

“POSCO Group”		POSCO HOLDINGS INC. and its consolidated subsidiaries.

“Securities Act”		The United States Securities Act of 1933, as amended.

“Securities Exchange Act”		The United States Securities Exchange Act of 1934, as amended.

“SEC”		The United States Securities and Exchange Commission.

“tons”		Metric tons (1,000 kilograms), equal to 2,204.6 pounds.

“U.S. GAAP”		Generally accepted accounting principles in the United States of America.

“We”		POSCO HOLDINGS INC. and its consolidated subsidiaries, unless otherwise specified or the context otherwise requires. Accordingly, in the context of discussing our steel operations, “we” refers to the steel-producing operations of the subsidiaries of POSCO HOLDINGS INC., including POSCO, POSCO (Zhang-jiagang), PT. KRAKATAU POSCO and POSCO YAMATO VINA.

“Won” or “W”		The currency of the Republic of Korea.

“Yen”		The currency of Japan.

“Yuan”		The currency of the People’s Republic of China.

Any discrepancies in any table between totals and the sums of the amounts listed are due to rounding.

PART I

Item 1. Identity of Directors, Senior Managers and Advisers

Item 1.A. Directors and Senior Management

Not applicable

Item 1.B. Advisers

Not applicable

Item 1.C. Auditor

Not applicable

Item 2. Offer Statistics and Expected Timetable

Not applicable

Item 2.A. Offer Statistics

Not applicable

Item 2.B. Method and Expected Timetable

Not applicable

Item 3. Key Information

Item 3.A. [Reserved]

Item 3.B. Capitalization and Indebtedness

Not applicable

Item 3.C. Reasons for Offer and Use of Proceeds

Not applicable

Item 3.D. Risk Factors

You should carefully consider the risks described below.

The global economic downturn may adversely affect our business and performance. The global economic outlook for the near future remains uncertain.

Our business is affected by highly cyclical market demand for our products and services. In particular, POSCO and our other subsidiaries that engage in steel production activities are affected by market demand from a number of industries, including the construction, automotive, shipbuilding and electrical appliances industries as well as downstream steel processors, which are sensitive to general conditions in the global economy. Macroeconomic factors, such as the economic growth rate, employment levels, interest rates, inflation rates, exchange rates, commodity prices, demographic trends and fiscal policies of governments can have a significant effect on such industries. From time to

time, these industries have experienced significant and sometimes prolonged downturns, which in turn have negatively impacted our steel business. Global economic conditions have deteriorated in recent years, with global financial and capital markets experiencing substantial volatility. In particular, the COVID-19 pandemic that began in late 2019 and rapid increases in interest rates globally starting in the second half of 2021 to combat inflation have materially and adversely affected the global economy and financial markets. See “— Earthquakes, tsunamis, floods, severe health epidemics (including the occurrence of widespread infectious diseases such as the global COVID-19 pandemic) and other natural calamities could materially and adversely affect our business, results of operations or financial condition.” Such uncertainties have been caused by, and continue to be exacerbated by, among other things, deterioration in economic and trade relations between major economies (particularly between the United States and China), the outbreak of the Russia-Ukraine war in February 2022 and the military conflicts between Iran and other countries, including the United States and Israel, that have destabilized the global energy sector, the slowdown of economic growth in China and other major emerging market economies, adverse economic and political conditions in Europe and Latin America, continuing geopolitical and social instability in North Korea and various parts of the Middle East, and impositions of tariffs and other trade protective measures around the world. See “— Korea and the rest of Asia are our most important markets, and our current business and future growth could be materially and adversely affected if economic conditions in the region deteriorate.”

Actual or anticipated further deterioration of global economic conditions may result in a decline in demand for our products. In the case of a prolonged decrease in demand (which may occur or be exacerbated as a result of tariffs imposed on imports into our major export markets), we may need to rationalize our production capacity and reduce fixed costs, and we will likely face pressure to reduce prices of our products. From time to time, we have adjusted our crude steel production levels and sales prices in response to sluggish demand from our customers in industries adversely impacted by the deteriorating economic conditions. We decreased our aggregate production level from 39.9 million tons in 2023 to 39.3 million tons in 2024 and to 38.6 million tons in 2025 in response to weak global economic conditions. During such periods, the weighted average unit sales price for our semi-finished and finished steel products produced by us and directly sold to external customers decreased from Won 1,272,754 per ton in 2023 to Won 1,217,705 per ton in 2024 and Won 1,159,315 per ton in 2025 primarily reflecting general deterioration of the global steel market conditions, which was partially offset by general depreciation of the Won against the U.S. dollar that increased our export prices in Won terms.

Such weakening demand and a general oversupply in the market have negatively impacted our results of operations in 2024 and 2025. Our revenue decreased by 4.7%, or Won 3,597 billion, from Won 77,057 billion in 2023 to Won 73,459 billion in 2024, and our profit decreased by 45.6%, or Won 841 billion, from Won 1,846 billion in 2023 to Won 1,005 billion in 2024. Our revenue decreased by 6.1%, or Won 4,472 billion, from Won 73,459 billion in 2024 to Won 68,987 billion in 2025, and our profit decreased by 47.6%, or Won 478 billion, from Won 1,005 billion in 2024 to Won 527 billion in 2025.

We expect fluctuation in demand for our steel products and trading services to continue at least in the near future. We may decide to further adjust our future crude steel production or our sales prices on an ongoing basis subject to market demand for our products, the production outlook of the global steel industry and global economic conditions in general. In addition, economic downturns in the Korean and global economies could result in market conditions characterized by weaker demand for steel products from a number of industries as well as falling prices for export and import products and reduced trade levels. Deterioration of market conditions may result in changes in assumptions underlying the carrying value of certain assets, which in turn could result in impairment of such assets, including intangible assets such as goodwill. Our ability to reduce expenditures for production facilities and research and development during an industry downturn is limited because of the need to maintain our competitive position. If we are unable to reduce our expenses sufficiently to offset reductions in

price and sales volume, our margins will suffer and our business, financial condition and results of operations may be materially and adversely affected.

We operate in the highly competitive steel, trading, construction and energy industries, and our failure to successfully compete would adversely affect our market position and business.

Steel Segment. Our subsidiaries that produce steel products, including POSCO, our wholly-owned subsidiary, operate in the highly competitive steel industry and face intense global competition. China is the largest steel-producing country in the world by a significant margin, with the balance between its domestic production and demand being an important factor in the determination of global steel prices. In recent years, a slowdown in domestic demand for steel products in China, resulting from slowed economic growth as well as the impact from the COVID-19 pandemic, combined with an expansion in steel production capacity, has led to production over-capacity in the Chinese steel industry, which in turn has led the Chinese government to pursue aggressive consolidation in the Chinese steel industry that has resulted in fewer but larger steel manufacturers that are able to compete more effectively in the global steel industry. Competition from such global steel manufacturers with expanded production capacity as well as competitors from emerging markets, especially from China and India, has resulted in significant price competition and may result in declining margins and reductions in revenue in the future. POSCO’s larger competitors may use their resources, which may be greater than POSCO’s, against POSCO in a variety of ways, including by making additional acquisitions, investing more aggressively in product development and capacity and displacing demand for our export products.

Increased production capacity, combined with decreased demand resulting from a slowdown of the global economy, has from time to time resulted in production over-capacity in the global steel industry which in turn has resulted in downward pressure on global steel prices. In 2023, 2024 and 2025, global demand for steel products remained weak reflecting general deterioration of the global steel market conditions. Production over-capacity in the global steel industry may further intensify if global economic recovery slows or demand from developing countries, particularly from China, continues to lag behind the growth in production capacity. Production over-capacity in the global steel industry is likely to:

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reduce export prices in U.S. dollar terms of our principal products, which in turn may reduce our sales prices in Korea as well;

•

increase competition in the Korean market as foreign producers seek to export steel products to Korea as other markets experience a slowdown;

•

negatively affect demand for our products abroad and our ability to expand export sales; and

•

affect our ability to increase steel production in general.

Steel also competes with other natural and synthetic materials that may be used as steel substitutes, such as aluminum, cement, composites, glass, plastic and wood. Government regulatory initiatives mandating the use of such materials instead of steel, whether for environmental or other reasons, as well as the development of attractive alternative substitutes for steel products, may reduce demand for steel products and increase competition in the global steel industry.

As part of our strategy to compete in this challenging landscape, our steel subsidiaries will continue to invest in developing innovative products that offer the greatest potential returns and enhance the overall quality of our products, as well as make additional investments in the development of new manufacturing technologies. However, there is no assurance that they will be able to continue to compete successfully in this economic environment or that the prolonged slowdown of the global economy or production over-capacity will not have a material adverse effect on our business, results of operations or financial condition.

Trading Segment of the Infrastructure Business. POSCO INTERNATIONAL Corporation (“POSCO INTERNATIONAL”), our consolidated subsidiary, competes principally with other Korean general trading companies that are affiliated with major domestic business groups, as well as global trading companies based in other countries. In the domestic market, competition for export transactions on behalf of domestic suppliers and import transactions on behalf of domestic purchasers was historically limited, as most affiliated general trading companies of large Korean business groups generally relied on affiliate transactions for the bulk of their trading business. However, many of these Korean general trading companies have reduced their reliance on their affiliated business group and transactions carried out on behalf of their member companies and instead have generally evolved to focus on segments of the import and export markets in which they have a competitive advantage. As a result, competition among Korean general trading companies in the area of traditional trade has become more intense.

The overseas trading markets in which POSCO INTERNATIONAL operates are also highly competitive. POSCO INTERNATIONAL’s principal competitors in overseas trading markets include Korean trading companies that operate in various international markets, as well as foreign trading companies, particularly those based in Japan. As POSCO INTERNATIONAL diversifies into businesses other than traditional trading such as natural resources development, it also increasingly competes with other Korean and international companies involved in these businesses. Some of POSCO INTERNATIONAL’s competitors may be more experienced and have greater financial resources and pricing flexibility than POSCO INTERNATIONAL, as well as more extensive global networks and wider access to customers. There is no assurance that POSCO INTERNATIONAL will be able to continue to compete successfully in this economic environment or that the prolonged slowdown of the global economy will not have a material adverse effect on our business, results of operations or financial condition.

On January 1, 2023, POSCO Energy Corporation (“POSCO Energy”), Korea’s largest domestic private power utility company and a provider of alternative environmentally-friendly energy solutions, merged into POSCO INTERNATIONAL. POSCO INTERNATIONAL’s power generation business competes principally with private-sector power generation companies in Korea that are affiliated with major domestic business groups, including SK Innovation Co., Ltd. and GS EPS Co., Ltd.

Construction Segment of the Infrastructure Business. POSCO Eco & Challenge Co., Ltd. (“POSCO E&C” and formerly known as POSCO Engineering & Construction Co., Ltd.), our consolidated subsidiary, operates in the highly competitive construction industry. Competition is based primarily on price, reputation for quality, reliability, punctuality and financial strength of contractors. Intense competition among construction companies may result in, among other things, a decrease in the price POSCO E&C can charge for its services, difficulty in winning bids for construction projects, an increase in construction costs and difficulty in obtaining high-quality contractors and qualified employees.

In Korea, POSCO E&C’s main competition in the construction of residential and non-residential buildings, engineering, procurement and construction (“EPC”) projects, urban planning and development projects and civil works projects consists of approximately ten major domestic construction companies, many of which are member companies of other large business groups in Korea and are capable of undertaking larger-scale, higher-value-added projects that offer greater potential returns. A series of measures introduced by the Government over the past several years to regulate housing prices in Korea, as well as increasing popularity of low-bid contracts in civil works project mandates, have contributed to increased competition in the Korean construction industry in recent years.

Competition for new project awards in overseas markets is also intense. In these markets, POSCO E&C faces competition from local construction companies and other major Korean construction companies with overseas operations, as well as international construction companies from other countries. Construction companies from other developed countries may be more experienced,

have greater financial resources and possess more sophisticated technology than POSCO E&C, while construction companies from developing countries often have the advantage of lower wage costs. Some of these competitors have achieved higher market penetration than POSCO E&C has in specific markets in which it competes, and POSCO E&C may need to accept lower margins in order for it to compete successfully against them. POSCO E&C’s failure to successfully compete in the domestic or overseas construction markets could adversely affect its market position and our results of operations and financial condition.

Logistics and Others Segment of the Infrastructure Business. POSCO DX Co., Ltd. (“POSCO DX” and previously named POSCO ICT Co., Ltd.) competes principally with system integration service providers in Korea that are affiliated with major domestic business groups, including Samsung SDS Co., Ltd., LG CNS Co., Ltd. and SK Inc. AX. POSCO FLOW Co., Ltd. (“POSCO FLOW”) competes principally with logistics service providers in Korea that are affiliated with major domestic business groups, including Hyundai Glovis Co., Ltd., Samsung SDS Co., Ltd. and LX Pantos Co., Ltd.

Rechargeable Battery Materials Segment. In the energy materials market, POSCO Future M Co., Ltd. (“POSCO Future M” and previously named POSCO Chemical Co., Ltd.) competes with other global leading manufacturers of cathode and anode materials, including LG Chemical Co., Ltd. and Ecopro BM Co., Ltd. Global demand for electric vehicles has decreased in recent years, which in turn has decreased demand for cathode and anode materials from our key customers. In part due to a slowdown of the rechargeable battery industry, POSCO Pilbara Lithium Solution Co., Ltd. (“POSCO Pilbara Lithium Solution”), a subsidiary in which we hold a 82% interest that engages in the production of lithium hydroxide, recognized an inventory impairment loss of Won 56 billion in 2024. In addition, POSCO Argentina SAU (“POSCO Argentina”), our wholly-owned subsidiary that also engages in the production of lithium hydroxide, recognized an inventory impairment loss of Won 53 billion in 2024. In its legacy business areas of refractories and lime chemicals, POSCO Future M competes principally with Chosun Refractories ENG Co., Ltd. and Korea Refractories Co., Ltd.

Korea and the rest of Asia are our most important markets, and our current business and future growth could be materially and adversely affected if economic conditions in the region deteriorate.

We are a holding company incorporated in Korea, and a substantial portion of our subsidiaries’ operations and assets are located in Korea. Domestic demand for steel products is affected by the condition of major steel consuming industries, such as construction, shipbuilding, automotive, electrical appliances and downstream steel processors, and the Korean economy in general. In addition, the trading operations of POSCO INTERNATIONAL are affected by the general level of trade between Korea and other countries, which in turn tends to fluctuate based on general conditions in the Korean and global economies. As a result, we are subject to political, economic, legal and regulatory risks specific to Korea, and our performance and successful fulfillment of our operational strategies are largely dependent on the overall Korean economy.

Following a period of deterioration due to the debilitating effects of the COVID-19 pandemic on the Korean economy as well as on the economies of Korea’s major trading partners in 2020, the overall Korean economy showed signs of recovery in 2021. However, adverse conditions and volatility in the worldwide financial markets, fluctuations in oil and commodity prices, supply chain disruptions and the increasing weakness of the global economy, as well as significant fluctuations in policy interest rates globally (including Korea), have contributed to the uncertainty of global economic prospects in recent years and have adversely affected, and may continue to adversely affect, the Korean economy. The value of the Won relative to major foreign currencies, in particular the U.S. dollar, has fluctuated significantly and, as a result of uncertain global and Korean economic, social and political conditions, there has been significant volatility in the stock prices of Korean companies recently. Future declines in the Korea Composite Stock Price Index (the “KOSPI”), and large amounts of sales of Korean securities

by foreign investors and subsequent repatriation of the proceeds of such sales may adversely affect the value of the Won, the foreign currency reserves held by financial institutions in Korea, and the ability of Korean companies to raise capital. Any future deterioration of the Korean or global economy could adversely affect our business, financial condition and results of operations.

Other developments that could have an adverse impact on Korea’s economy include:

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declines in consumer confidence and a slowdown in consumer spending;

•

rising inflationary pressures leading to increases in costs of goods and services and a decrease in purchasing power;

•

hostilities or political or social tensions involving countries in the Middle East (including those resulting from the hostilities in the Middle East following the Israel-Hamas war and the military conflicts between Iran and other countries, including the United States and Israel) and Northern Africa and any material disruption in the global supply of oil or sudden increase in the price of oil;

•

hostilities or political or social tensions involving Russia (including the Russia-Ukraine war and the ensuing actions against Russia) and any resulting adverse effects on the global supply of oil and other natural resources or the global financial markets;

•

adverse conditions or developments in the economies of countries and regions that are important export markets for Korea, such as China, the United States, Europe and Japan, or in emerging market economies in Asia or elsewhere, including as a result of the deterioration of economic and trade relations among such countries (including escalations of tariffs) and increased uncertainties in the global financial markets and industry;

•

the imposition of significant tariffs on Korea’s exports by any of Korea’s major export markets;

•

adverse changes or volatility in foreign currency reserve levels, interest rates, inflation rates, commodity prices (including oil prices), exchange rates (including fluctuation of the U.S. dollar, Euro or Japanese Yen exchange rates or revaluation of the Chinese Yuan) or stock markets;

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the occurrence of severe health epidemics in Korea or other parts of the world;

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political uncertainty or increasing strife among or within political parties in Korea following the declaration of martial law by former President Yoon Suk-yeol in December 2024 that led to his impeachment and subsequent removal in April 2025 and the election of Mr. Lee Jae-myung as President in June 2025;

•

deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including deterioration resulting from territorial or trade disputes or disagreements in foreign policy;

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the economic impact of any pending or future free trade agreements or of any changes to existing free trade agreements;

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increased sovereign default risks in select countries and the resulting adverse effects on the global financial markets;

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deterioration in the financial condition or performance of small- and medium-sized enterprises and other companies in Korea;

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investigations of large Korean business groups and their senior management for possible misconduct;

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continuing rise in the level of household debt and increasing delinquencies and credit defaults by retail and small- and medium-sized enterprise borrowers in Korea;

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shortages of imported raw materials, natural resources, rare earth minerals or component parts due to disruptions to the global supply chain;

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social and labor unrest;

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substantial changes in the market prices of Korean real estate;

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a substantial decrease in tax revenues and a substantial increase in the Government’s expenditures for fiscal stimulus measures, unemployment compensation and other economic and social programs, which, would likely lead to a national budget deficit as well as an increase in the Government’s debt;

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financial problems or lack of progress in the restructuring of Korean business groups, other large troubled companies, their suppliers or the financial sector;

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loss of investor confidence arising from corporate accounting irregularities or corporate governance issues concerning certain Korean companies;

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increases in social expenditures to support an aging population in Korea or decreases in economic productivity due to the declining population size in Korea;

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a continued decrease in the population and birthrates in Korea;

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geopolitical uncertainty and the risk of further attacks by terrorist groups around the world;

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natural or man-made disasters that have a significant adverse economic or other impact on Korea or its major trading partners; and

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an increase in the level of tensions or an outbreak of hostilities between North Korea and Korea or the United States.

We rely on export sales for a significant portion of our total sales. Adverse economic and financial developments in Asia in the future may have an adverse effect on demand for our products in Asia and increase our foreign exchange risks.

We rely on export sales for a significant portion of our total sales. In particular, the Steel Segment’s export sales and overseas sales to customers abroad accounted for 61.7% of the Steel Segment’s total revenue in 2025. The Steel Segment’s export sales to customers in Asia, including China, Japan, Indonesia, Thailand and Malaysia, accounted for 52.5% of the Steel Segment’s total export sales revenue in 2025, and we expect our sales to these countries to remain important in the future. In particular, the Steel Segment’s export sales to Asia (other than China and Japan) accounted for 22.5% of the Steel Segment’s total export sales revenue in 2025. Accordingly, adverse economic and financial developments in these countries may have an adverse effect on demand for our products. Unfavorable or uncertain economic and market conditions can be caused by, among other factors, difficulties in the financial sector, corporate, political or other scandals that may reduce confidence in the markets, declines in business confidence, increases in inflation, natural disasters or pandemics and outbreaks of hostilities or other geopolitical instability. Deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including deterioration resulting from territorial or trade disputes or disagreements in foreign policy, or a combination of these or other factors, has in the past adversely affected, and may in the future adversely affect, demand for our products.

Economic weakness in Asia may also adversely affect our sales to the Korean companies that export to the region, especially companies in the construction, shipbuilding, automotive, electrical appliances and downstream steel processing industries. Weaker demand in these countries, combined with an increase in global production capacity, may also reduce export prices in U.S. dollar terms of our principal products sold to customers in Asia. For a discussion of production over-capacity in the global steel industry, see “— We operate in the highly competitive steel, trading, construction and energy industries, and our failure to successfully compete would adversely affect our market position and business.” We attempt to maintain and expand our export sales to generate foreign currency receipts to cover our foreign currency purchases and debt service requirements. Consequently, any decrease in our export sales could also increase our foreign exchange risks.

Depreciation of the value of the Won against the U.S. dollar and other major foreign currencies may have a material adverse effect on the results of our operations and on the price of the ADSs.

Our consolidated financial statements are prepared from our local currency denominated financial results, assets and liabilities and our subsidiaries around the world, which are then translated into Won. A substantial proportion of our consolidated financial results is accounted for in currencies other than the Won. Accordingly, our consolidated financial results and assets and liabilities may be materially affected by changes in the exchange rates of foreign currencies. In 2025, 61.7% of the Steel Segment’s total revenue was from overseas markets outside of Korea. To the extent that we incur costs in one currency and make sales in another, our profit margins may be affected by changes in the exchange rates between the two currencies. Since the currency in which sales are recorded may not be the same as the currency in which expenses are incurred, foreign exchange rate fluctuations may materially affect our results of operations. Depreciation of the Won may materially affect the results of our operations because, among other things, it causes:

•

an increase in the amount of Won required for us to make interest and principal payments on our foreign currency-denominated debt;

•

an increase in Won terms in the costs of raw materials and equipment that we purchase from overseas sources and a substantial portion of our freight costs, which are denominated primarily in U.S. dollars; and

•

foreign exchange translation losses on foreign currency-denominated liabilities, which lower our earnings for accounting purposes.

Appreciation of the Won against major currencies, on the other hand, causes:

•

our export products to be less competitive by raising our prices in U.S. dollar, Yen and Yuan terms; and

•

a reduction in net sales and accounts receivables in Won from export sales, which are primarily denominated in U.S. dollars and to a lesser extent in Yen and Yuan.

impact of exchange rate fluctuations is partially mitigated by such strategies, we and our subsidiaries, particularly POSCO INTERNATIONAL and POSCO E&C, also periodically enter into derivative contracts, primarily foreign currency swaps and forward exchange contracts, to further hedge some of our foreign exchange risks. However, our results of operations have historically been affected by exchange rate fluctuations and there can be no assurance that such strategies will be sufficient to reduce or eliminate the adverse impact of such fluctuations in the future.

Fluctuations in the exchange rate between the Won and the U.S. dollar will also affect the U.S. dollar equivalent of the Won price of the shares of our common stock on the KOSPI Market and, as a result, will likely affect the market price of the ADSs. These fluctuations will also affect the U.S. dollar conversion by the depositary for the ADRs of cash dividends, if any, paid in Won on shares of common stock represented by the ADSs.

We are dependent on imported raw materials, and significant increases in market prices of essential raw materials could adversely affect our margins and profits.

We purchase substantially all of the principal raw materials we use from sources outside Korea, including iron ore and coal. POSCO imported approximately 49 million dry metric tons of iron ore and 24 million wet metric tons of coal in 2025. Iron ore is sourced primarily from Australia, Brazil and Canada. Coal is sourced primarily from Australia, Canada and the United States. Supply disruptions, which could be caused by political or other events in the countries from which we import these materials, could adversely affect our operations. In addition, we are particularly exposed to increases in the prices of coal, iron ore and nickel, which represent the largest components of our cost of goods sold. The prices of our key raw materials have fluctuated significantly in recent years. For example, the average market price of iron ore per dry metric ton (Iron Ore 62% Fe, CFR China Index announced by Platts) was US$120 in 2023, US$109 in 2024 and US$102 in 2025. The average market price of coal per wet metric ton (Premium Low Vol Coking Coal, FOB Australia Index announced by Platts) was US$296 in 2023, US$240 in 2024 and US$188 in 2025. Such fluctuations in the price of coal in recent years were in large part attributable to sanctions imposed on Russia, a large exporter of coal, following its invasion of Ukraine in February 2022.

Our long-term supply contracts generally have terms of three to ten years and provide for periodic price adjustments to the then-market prices. We typically adjust the prices on a quarterly basis and maintain approximately one month of inventory of raw materials. Such price adjustments are driven by various factors, including the global economic outlook, global market prices of raw materials and steel products, supply and demand outlook of raw materials and production costs of raw materials. For both coal and iron ore, we typically agree on the purchase price with the suppliers primarily based on the spot market price periodically announced by Platts (Premium Low Vol Coking Coal, FOB Australia Index and Iron Ore 62% Fe, CFR China Index). As of December 31, 2025, 48 million tons of iron ore and 26 million tons of coal remained to be purchased under long-term supply contracts. Future increases in prices of our key raw materials and our inability to pass along such increases to our customers could adversely affect our margins and profits. Increased prices may also cause potential customers to defer purchase of steel products, while rapidly falling prices may increase loss on valuation of raw material inventory purchased when prices were higher, either of which could have an adverse effect on our business, financial condition and results of operations.

Expansion of our operations abroad is important to our long-term success, and our limited experience in the operation of our business outside Korea increases the risk that our international expansion efforts will not be successful.

We conduct steel, international trading, construction and energy operations abroad, and our business relies on a global trading network comprised of overseas subsidiaries, branches and representative offices. Although many of our subsidiaries and overseas branches are located in developed countries, we also operate in numerous countries with developing economies. In addition,

we intend to continue to expand our production operations internationally by carefully seeking out investment opportunities in regions that we believe offer promising growth prospects, including the United States and India. For example, we plan to (1) make investments alongside Hyundai Motor Group for the joint development and construction of an electric arc furnace steel mill in Louisiana, United States, (2) make investments alongside JSW Steel Limited to jointly construct an integrated steel mill in Odisha, India and (3) acquire a 30% equity interest in joint venture that will hold interests in certain lithium mining assets of Mineral Resources Ltd. in Australia. We may enter into additional joint ventures with foreign companies that would enable us to rely on these businesses to conduct our operations, establish local networks and coordinate our sales and marketing efforts abroad. To the extent that we enter into these arrangements, our success will depend in part on the willingness of our partner companies to dedicate sufficient resources to their partnership with us, as well as our financial capacity to support such arrangements.

In other situations, we may decide to establish manufacturing facilities by ourselves instead of relying on partners. The demand and market acceptance for our products produced abroad are subject to a high level of uncertainty and are substantially dependent upon global market conditions. We cannot assure you that our international expansion plan will be profitable or that we can recoup the costs related to such investments.

Expansion of our operations abroad requires management attention and resources. In addition, we face additional risks associated with our expansion outside Korea, including:

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changes in international and domestic political and economic conditions as well as social conditions;

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challenges caused by distance, language, local business customs and cultural differences;

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local labor relation issues which could lead to significant work stoppages and labor unrest;

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higher costs associated with doing business internationally;

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legal and regulatory restrictions, including foreign exchange controls that might prevent us from repatriating cash earned in countries outside Korea;

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longer payment cycles in some countries;

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credit risk and higher levels of payment fraud;

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currency exchange risks;

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potentially adverse tax consequences; and

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seasonal reductions in business activity during the summer months in some countries.

We have limited insurance coverage and may incur significant losses resulting from operating hazards, product liability claims from customers or business interruptions.

The normal operation of our manufacturing facilities may be interrupted by accidents caused by operating hazards, power supply disruptions and equipment failures, as well as natural disasters. For example, we experienced significant losses related to flooding caused by Typhoon Hinnamnor in September 2022. See “— Earthquakes, tsunamis, floods, severe health epidemics (including the occurrence of widespread infectious diseases such as the global COVID-19 pandemic) and other natural calamities could materially and adversely affect our business, results of operations or financial condition.” As with other industrial companies, our operations involve the use, handling, generation, processing, storage, transportation and disposal of hazardous materials, which may result in fires, explosions, spills and other unexpected or dangerous accidents causing property damage as well as personal injuries or death. We are also exposed to risks associated with product liability claims in the

event that the use of the products we sell results in injury. We maintain property insurance for our property, plant and equipment that we believe to be consistent with market practice. However, we may not have adequate resources to satisfy a judgment in excess of our insurance coverage in the event of a successful claim against us. Any occurrence of accidents or other events affecting our operations could result in potentially significant monetary damages, diversion of resources, production disruption and delay in delivery of our products, which may have a material adverse effect on our business, financial condition and results of operations.

Impositions of anti-dumping duties, safeguard duties, countervailing duties, quotas or tariffs may have an adverse impact on our export sales.

Our subsidiaries sell a significant portion of their products outside Korea as well as engage in trading activities worldwide, and, from time to time, we are involved in trade remedy proceedings in various jurisdictions. We actively participate in such proceedings to minimize adverse effects and related risks. Although trade remedy actions and regulatory scrutiny have increased in recent years, such cases have historically been limited in scope relative to our overall global sales and operations. Through our trade affairs office, we continue to closely monitor developments in trade remedy policies, including anti-dumping duties, safeguard duties, countervailing duties, quotas and tariffs, in all major markets in which we operate, and seek to mitigate related risks by adjusting supply chains, production and export arrangements and, where necessary, defend our interests. However, there can be no assurance that free trade agreements between Korea and its major trading partners will remain unchanged, or that new or increased anti-dumping duties, safeguard duties, countervailing duties, quotas or tariffs will not be imposed on our products in the future. The occurrence of any such events, including those described below, may have a material adverse effect on our business, financial condition and results of operations.

In February 2025, the President of the United States removed certain country-specific exemptions, including those applicable to the Republic of Korea, reinstating a 25% tariff on steel imports and increasing tariffs on aluminum imports to 25%, effective March 2025. In June 2025, these tariffs were further increased from 25% to 50%. U.S. tariff policies remain subject to change, and tariffs applicable to Korean-origin products have fluctuated over time and may be increased or decreased in the future. Furthermore, other countries have implemented, and may continue to implement, retaliatory tariffs or other trade restrictions in response to U.S. trade actions. For a discussion of our export sales and overseas sales to customers in North America, which includes the United States and Canada, see “Item 4. Information on the Company — Item 4.B. Business Overview — Steel Segment – Markets – Exports.”

While our direct exports to customers in the United States represent a limited portion of our total sales, such measures may materially affect our downstream customers that manufacture finished products using our products in countries subject to such tariffs and export those products to the United States or other markets subject to similar trade measures. Increases in tariffs or other trade barriers applicable to products manufactured by our downstream customers may lead to higher prices, reduced competitiveness or lower end-market demand, which may in turn adversely affect demand for our products.

Historically, tariffs have led to increased trade and political tensions. In response to the recent tariffs imposed by the U.S. government, various countries have implemented, or have announced plans to implement, retaliatory tariffs on goods produced in the United States. These retaliatory measures, along with the broader trend of unilateral trade actions, could trigger a cycle of trade disputes. Such political and economic tensions as a result of trade policies could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. Consequently, there can be no assurance that our proactive mitigation measures will be sufficient to offset the risks of evolving trade policies. If further tariffs are imposed on

a broader range of our exports or our customers’ exports, or if further retaliatory trade measures are adopted by affected countries, we or our customers may be required to adjust pricing, modify supply or sourcing arrangements or incur additional costs, any of which may have a material adverse impact on our business, financial condition and results of operations.

Our rechargeable battery materials business is affected by market conditions in the highly cyclical rechargeable battery industry, and the key customers of such business are substantially affected by government incentives. Significant decrease in such incentives has and will likely continue to have a material adverse effect on our rechargeable battery materials business.

POSCO Future M engages in the manufacturing and sale of cathode and anode materials, which are two of the main components of rechargeable batteries. In addition, we engage in natural resources development and production of lithium hydroxide and lithium carbonate. We sell our rechargeable battery materials primarily to electric vehicle battery manufacturers in Korea and abroad. Accordingly, our rechargeable battery materials business is affected by market conditions in the highly cyclical rechargeable battery industry. The industry’s cyclicality results primarily from fluctuations in demand for the end products that use rechargeable batteries, particularly from the electric vehicle industry, which are sensitive to general conditions in the global economy and the level of incentives provided to the purchasers of electric vehicles.

Key customers of our rechargeable battery materials business are also impacted by certain government incentives, including grants, subsidies and tax credits. For example, in July 2025, the United States enacted legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”), which repealed or curtailed certain consumer-facing electric vehicle incentives that had been previously available while preserving other incentives, including the advanced manufacturing production credit (“AMPC”) available for battery production and sale in the United States and investment tax credits available to purchasers of certain energy storage technology in the United States. In particular, the legislation eliminated consumer-facing electric vehicle tax credits for vehicles acquired after September 30, 2025, which may adversely affect demand for electric vehicles in the United States, which could in turn reduce demand for our rechargeable battery products.

In addition, the AMPC, while currently available, is scheduled to begin phasing down from 2030 and will be progressively reduced through its expiration in 2032. Furthermore, the OBBBA introduced the “prohibited foreign entity” framework, which disallows the AMPC and other tax credits to battery manufacturers who are prohibited foreign entities or who receive “material assistance” from prohibited foreign entities. Compliance with these expanded restrictions may require us to restructure supply chains, replace or diversify suppliers, or incur additional capital expenditures and operating costs. If the AMPC is further reduced or subject to more restrictive eligibility conditions during its phase-down period, or if we are unable to satisfy applicable requirements on a cost-effective basis, our profitability and financial stability could be materially and adversely affected. There can be no assurance that we will continue to qualify for the AMPC or other governmental incentives, or that the level of benefits available to us will not be further reduced or otherwise adversely modified.

Moreover, government incentive programs, including grants, subsidies and tax credits, remain subject to significant political, regulatory and interpretive uncertainty. Future changes in U.S. trade, industrial or energy policies could further limit the availability of tax credits, impose additional compliance burdens or result in increased costs, reduced operational flexibility or lower overall demand for electric vehicles or battery products. If government incentives applicable to our products or manufacturing activities are further reduced, eliminated, become subject to more restrictive conditions or otherwise become less favorable, or if we are unable to satisfy applicable eligibility requirements on a timely or cost-effective basis, our business, financial condition and results of operations could be materially and adversely affected.

Any such event may have a material adverse effect on the business, results of operations and financial condition of the Rechargeable Battery Materials Segment and us.

An actual or anticipated deterioration in market conditions may result in a decline in demand for our rechargeable battery materials that may have a negative impact on the prices at which they can be sold. In such a case, we will likely face pressure to reduce prices and may need to rationalize our production capacity and reduce fixed costs. In addition, there can be no assurance that the IRA or other similar government measures will not be terminated or further amended to reduce the incentives provided to our key customers. A decrease, expiration or termination of such incentives could, if significant, have a material adverse effect on the key customers of our rechargeable battery materials business, which in turn may decrease demand for our products. The occurrence of any such events may have a material adverse impact on the business, results of operations and financial condition of the Rechargeable Battery Materials Segment.

We participate in overseas natural resources exploration, development and production projects, which expose us to various risks.

As part of our efforts to diversify our operations, we carefully seek out promising overseas natural resources exploration, development and production opportunities. We also participate in natural resources projects as part of consortia or through acquisitions of minority interests. We may also selectively acquire or invest in companies or businesses that engage in such activities. To the extent that we enter into these arrangements, our success in these endeavors will depend in part on the willingness of our partner companies to dedicate sufficient resources to their partnership with us, as well as our ability to finance such investments.

The demand and market acceptance for such activities abroad are subject to a substantially higher level of uncertainty than our traditional steel business and are substantially dependent upon the market condition of the global natural resources industry as well as the political and social environment of the target countries. The performance of projects in which we participate may be adversely affected by the occurrence of military hostility, political unrest, acts of terrorism, natural disaster or fire. For example, in connection with our 22.1% investment in NCR LLC in the United States, we recognized an impairment loss of Won 220 billion in 2024 related to a mine fire. In addition, some of our current exploration, development and production projects involve drilling exploratory wells on properties with no proven amount of natural resource reserves. Although all drilling, whether developmental or exploratory, involves risks, exploratory drilling involves greater risks of dry holes or failure to find commercial quantities of natural resources. Other risks to which such activities are subject include obtaining required regulatory approvals and licenses, securing and maintaining adequate property rights to land and natural resources, and managing local opposition to project development. A decrease in the market price of raw materials may also adversely impact the value of our investments related to natural resources projects, potentially resulting in impairment losses. We have limited experience in this industry, and we cannot assure you that our overseas natural resources exploration, development and production projects will be profitable, that we will be able to meet the financing requirements for such projects, or that we can recoup the costs related to such investments, which in turn could materially and adversely affect our business, financial condition and results of operations.

We may encounter problems with joint overseas natural resources exploration, development and production projects and large-scale infrastructure projects, which may materially and adversely affect our business.

We typically pursue our natural resources exploration, development and production projects jointly with consortium partners or through acquisition of minority interests in such projects, and we expect to be involved in other joint projects in the future. We sometimes hold a majority interest in the projects among the consortium partners, but we often lack a controlling interest in the joint projects. Therefore, we may not be able to require that our joint ventures sell assets or return invested capital,

make additional capital contributions or take any other action without the vote of at least a majority of our consortium partners. If there are disagreements between our consortium partners and us regarding the business and operations of the joint projects, we cannot assure you that we will be able to resolve them in a manner that will be in our best interests. Certain major decisions, such as selling a stake in the joint project, may require the consent of all other partners. These limitations may adversely affect our ability to obtain the economic and other benefits we seek from participating in these projects.

In addition, our consortium partners may:

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have economic or business interests or goals that are inconsistent with ours;

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take actions contrary to our instructions, requests, policies or objectives;

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be unable or unwilling to fulfill their obligations;

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have financial difficulties; or

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have disputes with us as to their rights, responsibilities and obligations.

Any of these and other factors may have a material adverse effect on the performance of our joint projects and expose us to a number of risks, including the risk that the partners may be incapable of providing the required financial support to the partnerships and the risk that the partners may not be able to fulfill their other obligations, resulting in disputes not only between our partners and us, but also between the joint ventures and their customers. Such a material adverse effect on the performance of our joint projects may in turn materially and adversely affect our business, results of operations and financial condition.

Earthquakes, tsunamis, floods, severe health epidemics (including the occurrence of widespread infectious diseases such as the global COVID-19 pandemic) and other natural calamities could materially and adversely affect our business, results of operations or financial condition.

If earthquakes, tsunamis, floods, severe health epidemics or any other natural calamities were to occur in the future in any area where any of our assets, suppliers or customers are located, our business, results of operations or financial condition could be adversely affected. For example, Typhoon Hinnamnor, a powerful tropical cyclone that landed in South Gyeongsang Province, Korea in September 2022, caused substantial flooding and property damage in cities located near the coastline, including Pohang. The typhoon caused electricity blackouts and flooded some of the Pohang Works’ facilities located adjacent to Youngil Bay on the southeastern coast of Korea, causing disruptions to our downstream production activities, which adversely impacted our sales in the fourth quarter of 2022 following the flood.

A number of suppliers of our raw materials and customers of our products are also located in countries that have historically suffered natural calamities from time to time, such as Australia, China and Japan, as well as Korea. Any occurrence of such natural calamities in countries where our suppliers are located may lead to shortages or delays in the supply of raw materials. In addition, natural calamities in areas where our customers are located, including China, Southeast Asia, Japan, Europe, North America and Korea, may cause disruptions in their businesses, which in turn could adversely impact their demand for our products.

In addition, if severe health epidemics were to occur in the future in any area where any of our assets, suppliers or customers are located, our business, results of operations or financial condition could be adversely affected. For example, COVID-19, an infectious disease caused by severe acute respiratory syndrome coronavirus 2, was declared a “pandemic” by the World Health Organization in March 2020. The global outbreak of COVID-19 had led to global economic and financial disruptions and had adversely affected our business operations.

Risks associated with COVID-19 or other types of widespread infectious diseases include:

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an increase in unemployment among, and/or decrease in disposable income of, consumers who purchase the products manufactured by our customers and a decline in overall consumer confidence and spending levels, which in turn may decrease demand for our products;

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disruption in the normal operations of the businesses of our customers, which in turn may decrease demand for our products;

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disruption in the supply of raw materials from our suppliers and vendors;

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disruption in the delivery of our products to our customers;

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disruption in the normal operations of our business resulting from contraction of infectious diseases by our employees or quarantine measures imposed by governments, which may necessitate our employees to be quarantined and/or our manufacturing facilities or offices to be temporarily shut down;

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disruption resulting from the necessity for social distancing, including implementation of temporary adjustment of work arrangements requiring employees to work remotely, which may lead to a reduction in labor productivity (for example, from time to time, we implemented staggered remote working arrangements for our employees at our headquarters);

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depreciation of the Won against major foreign currencies, which in turn may increase the cost of imported raw materials;

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unstable global and Korean financial markets, which may adversely affect our ability to meet our funding needs on a timely and cost-effective basis; and

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impairments in the fair value of our investments in companies that may be adversely affected by the pandemic.

In the event that a future recurrence of COVID-19 or an occurrence of other types of widespread infectious diseases cannot be effectively and timely contained, our business, financial condition and results of operations may be materially and adversely affected.

The Korean electric power industry is heavily regulated by the Government, whose policies may have a material adverse impact on POSCO INTERNATIONAL’s power generation business.

The Korean electric power industry is heavily regulated by the Government, which seeks to ensure balanced overall electricity supply and demand in Korea at affordable rates to end users while taking into consideration various other factors, including economic conditions, national standard of living, long-term energy supply and demand plans and seasonality. To achieve such objectives, the Government has, from time to time, adopted various policy initiatives to foster efficiency in the Korean electric power industry, and has also adopted policy measures that affect electricity tariff rates in order to ease the burden on certain consumers. In addition, these policy initiatives have not always been fully implemented as originally planned and in some cases have been amended or replaced by new initiatives, among others, due to economic or policy considerations or a change in administration. No assurance can be provided that such policies, as well as changes therein, will not have a material adverse effect on POSCO INTERNATIONAL’s power generation business, results of operations or financial condition.

Cyclical fluctuations based on macroeconomic factors may adversely affect POSCO E&C’s business and performance.

We engage in engineering and construction activities through POSCO E&C. The Construction Segment of our Infrastructure Business is highly cyclical and tends to fluctuate based on

macroeconomic factors, such as consumer confidence and income, employment levels, interest rates, inflation rates, demographic trends and policies of the Government. From time to time, the construction industry has experienced significant and sometimes prolonged downturns, and our construction revenues have fluctuated in the past depending on the level of public and private sector construction activities in Korea and abroad. In addition, the performance of POSCO E&C’s domestic residential property business is highly dependent on the general condition of the real estate market in Korea. The overall prospects for Korean construction companies remain uncertain, and a prolonged general downturn in the construction market resulting in weaker demand may adversely affect our business, results of operations or financial condition.

Many of POSCO E&C’s domestic and overseas construction projects are on a fixed-price basis, which could result in losses for us in the event that unforeseen additional expenses arise with respect to the project.

Many of POSCO E&C’s domestic and overseas construction projects are carried out on a fixed-price basis according to a predetermined timetable, pursuant to the terms of a fixed-price contract. Under such fixed-price contracts, POSCO E&C retains all cost savings on completed contracts but is also liable for the full amount of all cost overruns and may be required to pay damages for late delivery. The pricing of fixed-price contracts is crucial to POSCO E&C’s profitability, as is its ability to quantify risks to be borne by it and to provide for contingencies in the contract accordingly.

POSCO E&C attempts to anticipate costs of labor, raw materials, parts and components in its bids on fixed-price contracts. However, the costs incurred and gross profits realized on a fixed-price contract may vary from its estimates due to factors such as:

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unanticipated variations in labor and equipment productivity over the term of a contract;

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unanticipated increases in labor, raw material, parts and components, subcontracting and overhead costs, including as a result of bad weather;

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delivery delays and corrective measures for poor workmanship; and

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errors in estimates and bidding.

For example, in April 2025, due to a collapse at the Sinansan Line project site of POSCO E&C, POSCO E&C incurred losses and may incur additional costs, including those related to construction delays, compensation claims, regulatory penalties and enhanced safety compliance measures. Furthermore, in response to such accident, POSCO E&C temporarily suspended construction at all of its domestic sites for approximately one month to conduct company-wide safety inspections, resulting in decreased revenue, subcontractor standby costs and increased indirect costs.

If unforeseen additional expenses arise over the course of a construction project, such expenses are usually borne by POSCO E&C, and its profit from the project will be correspondingly reduced or eliminated. If POSCO E&C experiences significant unforeseen additional expenses with respect to its fixed price projects, it may incur losses on such projects, which could have a material adverse effect on its financial condition and results of operations.

We may not succeed in implementing our strategy to take advantage of, or fail to realize the anticipated benefits of, our holding company structure and diversification strategy.

We became a holding company on March 2, 2022, and one of our principal strategies is to take advantage of our holding company structure to invest in promising businesses. In part to prepare for the eventual maturation of the Korean steel market, we have made investments in the past decade to secure new growth engines by diversifying into new businesses related to our steel operations that we believe will offer greater potential returns, as well as entering into new businesses not related to our

steel operations such as the development and production of lithium, cathode and anode materials, energy solutions (particularly liquefied natural gas (“LNG”) trading) and specialty crop (particularly palm oil, the value chain of which may be expanded into biofuel). From time to time, we may selectively acquire or invest in companies to pursue such diversification strategy. The implementation of this strategy may require additional investments of capital, infrastructure, human resources and management attention. This strategy entails certain risks, including the possibility that we may face significant competition from other holding companies and operating companies in particular segments. If our strategy does not succeed, we may incur losses on our investments and our results of operations and financial condition may suffer.

In order to streamline our diversification efforts, we are currently exploring avenues to divest from non-core underperforming projects and assets. As of December 31, 2025, we have divested from 73 non-core underperforming projects and assets. Although we will continue to streamline such non-core underperforming projects and assets, any potential transaction is dependent upon a number of factors that may be beyond our control, including, among other factors, market conditions, industry trends, the interests of third-parties and the availability of financing to potential buyers on reasonable terms. Furthermore, there can be no assurance that we will be able to consummate any such transaction on acceptable terms or at all. Our failure to successfully divest from non-core underperforming projects and assets or to reinvest the proceeds of any such divestment, each on acceptable terms, may have a material adverse effect on our financial condition and results of operations.

Furthermore, our success under a holding company structure depends on our ability to realize the anticipated synergies, growth opportunities and cost savings from coordinating the businesses of our various subsidiaries. Although we may integrate certain aspects of our subsidiaries’ operations into our holding company structure, our subsidiaries will generally continue to operate as independent entities with separate management and staff, and our ability to direct our subsidiaries’ day-to-day operations may be limited.

We may continue to increase our equity interest in our subsidiaries or investees and may also consider acquiring or merging with other companies to achieve more balanced growth and further diversify our revenue base. The integration of our new subsidiaries’ or investees’ separate businesses and operations, as well as those of any companies we may acquire or merge with in the future, under our holding company structure could require a significant amount of time, financial resources and management attention. Moreover, that process could disrupt our operations, reduce employee morale, produce unintended inconsistencies in our standards, controls, procedures or policies, and affect our relationships with customers and our ability to retain key personnel. The realization of the anticipated benefits of our holding company structure and any mergers or acquisitions we decide to pursue may be blocked, delayed or reduced as a result of many factors, some of which may be outside our control. These factors include:

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unforeseen contingent risks, including lack of required capital resources or increased tax liabilities, relating to our holding company structure;

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difficulties in integrating the diverse activities and operations of our subsidiaries or investees or any companies we may merge with or acquire;

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unforeseen contingent risks or latent liabilities relating to the acquisition that may become apparent in the future;

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difficulties in managing a larger business;

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unexpected business disruptions;

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loss of key management personnel or customers; and

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labor unrest.

Accordingly, we may not be able to realize the anticipated benefits of our holding company structure, and our business, results of operations and financial condition may suffer as a result.

We depend on limited forms of funding to fund our operations at the holding company level.

We are a holding company with no significant assets other than the shares of our subsidiaries. We expect our primary sources of funding and liquidity to be dividends from our subsidiaries, direct borrowings and issuances of equity or debt securities at the holding company level. Our ability to meet our obligations to our direct creditors and employees and our other liquidity needs and regulatory requirements at the holding company level depends on timely and adequate distributions from our subsidiaries and our ability to sell our securities or obtain credit from our lenders.

The ability of our subsidiaries to pay dividends to us depends on their financial condition and operating results. In the future, our subsidiaries may enter into agreements, such as credit agreements with lenders, that impose restrictions on their ability to make distributions to us, and the terms of future obligations and the operation of Korean law could prevent our subsidiaries from making sufficient distributions to us to allow us to make payments on our outstanding obligations. See “— As a holding company, we depend on receiving dividends from our subsidiaries to pay dividends on our common shares.” Any delay in receipt of or shortfall in payments to us from our subsidiaries could result in our inability to meet our liquidity needs, and may disrupt our operations at the holding company level.

In addition, creditors of our subsidiaries will generally have claims that are prior to any claims of our creditors with respect to their assets. Furthermore, our inability to sell our securities or obtain funds from our lenders on favorable terms, or at all, could also result in our inability to meet our liquidity needs and may disrupt our operations at the holding company level.

As a holding company, we depend on receiving dividends from our subsidiaries to pay dividends on our common shares.

Since our principal assets at the holding company level are the shares of our subsidiaries, our ability to pay dividends on our common shares largely depends on dividend payments from those subsidiaries. Those dividend payments are subject to the Korean Commercial Code and regulatory limitations, generally based on capital levels and retained earnings. For example, under the Korean Commercial Code, dividends may only be paid out of distributable income, an amount which is calculated by subtracting the aggregate amount of a company’s paid-in capital and certain mandatory legal reserves as well as certain unrealized profits from its net assets, in each case as of the end of the prior fiscal period.

Our subsidiaries may not continue to meet the applicable legal and regulatory requirements for the payment of dividends in the future. If they fail to do so, they may stop paying or reduce the amount of the dividends they pay to us, which would have an adverse effect on our ability to pay dividends on our common shares.

POSCO HOLDINGS INC. and POSCO remain jointly and severally liable for each other’s liabilities existing prior to the spin-off.

On March 1, 2022, we spun off our domestic steel production and sales business (through a vertical spin-off in accordance with Articles 530-2 through 530-12 of the Korean Commercial Code) to establish a wholly-owned subsidiary, and we converted into a holding company within the meaning of the Monopoly Regulation and Fair Trade Act (the “Spin-off”). The registration of the Spin-off occurred on March 2, 2022. As part of the Spin-off, we amended our name from POSCO to POSCO HOLDINGS INC., and the newly created wholly-owned subsidiary was named POSCO.

Under the relevant provisions of the Commercial Act of Korea relating to spin-offs, both the operating company and the holding company remain jointly and severally liable after the corporate

spin-off for all of their liabilities existing prior to the corporate spin-off unless such joint and several liability has been successfully eliminated through a special resolution adopted at a general meeting of shareholders of the splitting company and consents of creditors of the affected debt, including consent by resolutions at bondholders’ meetings, which resolutions are approved by the court. POSCO HOLDINGS INC. and POSCO remain jointly and severally liable for each other’s debts and other liabilities that existed prior to March 1, 2022 that currently remain outstanding. POSCO is the successor-in-title to all the assets and liabilities and rights and obligations that were related to the domestic steel production and sales business transferred in the Spin-off, as well as all authorized licenses, employment relations, contracts and lawsuits that were directly related to such business, and POSCO HOLDINGS INC. remains jointly and severally liable for such liabilities. The remaining assets and liabilities and rights and obligations related to other business areas remain with POSCO HOLDINGS INC., and POSCO is jointly and severally liable for such liabilities. Defaults by POSCO of such liabilities, if significant, could have a material adverse effect on our results of operations and financial condition.

We are subject to environmental regulations, and our operations could expose us to substantial liabilities.

We are subject to national and local environmental laws and regulations, including increasing pressure to reduce emission of carbon dioxide relating to our manufacturing process, and our steel manufacturing and construction operations could expose us to risk of substantial liability relating to environmental or health and safety issues, such as those resulting from discharge of pollutants and carbon dioxide into the environment, the handling, storage and disposal of solid or hazardous materials or wastes and the investigation and remediation of contaminated sites. We may be responsible for the investigation and remediation of environmental conditions at currently and formerly operated manufacturing or construction sites. We may also be subject to associated liabilities, including liabilities for natural resource damage, third party property damage or personal injury resulting from lawsuits brought by the Government or private litigants. In the course of our operations, hazardous wastes may be generated at third party-owned or operated sites, and hazardous wastes may be disposed of or treated at third party-owned or operated disposal sites. If those sites become contaminated, we could also be held responsible for the cost of investigation and remediation of such sites, for any associated natural resource damage, and for civil or criminal fines or penalties.

Furthermore, heightened global awareness and international and national commitments to reduce greenhouse gas emissions and counteract climate change (including increased activism by non-governmental and political organizations campaigning against fossil fuel extractions) may lead to increased costs for us. Investor preferences and sentiments are also influenced by environmental, social and corporate governance considerations including climate change and the transition to a lower carbon economy. Changes in such preferences and sentiment, including increased scrutiny from market participants, environmental organizations or the press, as well as compliance with such new and more stringent environmental obligations relating to greenhouse gas emissions may require additional capital expenditures or modifications in operating practices, as well as additional reporting obligations. In addition, we may also be subject to pressure and legal actions from environmental activists. For example, in February 2025, a group of ten individuals filed a lawsuit at the Daegu District Court against POSCO seeking an injunction to stop the refurbishment of the No. 2 blast furnace at Gwangyang Works alleging that such refurbishment violates their right to a healthy environment. POSCO intends to vigorously defend against such lawsuit.

We are subject to safety regulations, and our operations could expose us to substantial liabilities.

The Serious Accident Punishment Act (the “SAPA”) imposes criminal liability on individuals and entities responsible for “serious accidents.” Under SAPA, the term “serious accident” encompasses not

only accidents at industrial sites, such as factories or construction sites, but also “public” disasters caused by defects in the design, manufacture, installation and management of products, product ingredients or public facilities or transportation. The SAPA imposes criminal liability against (i) business owners or executives (as defined by the law) who fail to ensure the safety of their business operations and (ii) businesses or institutions that fail their supervisory duties. In case of willful misconduct or gross negligence, the SAPA also imposes punitive damages of up to five times the actual damages. Our operational activities involve inherent risks that may result in accidents involving serious injury or loss of life, environmental damage or property damage. Even though we plan to prioritize on-site safety management by engaging in communications with different stakeholders and investing more in safe environments, there is no guarantee that there will not be accidents due to our inherent operating risks. Although we have analyzed the potential impacts of the SAPA on us and aligned our policies, internal regulations and manuals in preparation for the implementation of the SAPA, there is no guarantee that the SAPA would not adversely affect our business, financial condition and results of operations. For example, in April 2025, there was a collapse at the Sinansan Line project site of POSCO E&C and in November 2025, there were two incidents involving toxic chemicals at Pohang Steelworks, the first incident resulting in one fatality and three injured during repair work and the second incident resulting in two fatalities and four injured during sludge cleaning operations. These incidents are currently being investigated by the relevant authorities and we are fully cooperating with such investigations. While the outcome of such investigations remains uncertain, there can be no assurance that penalties or other disciplinary actions may not be imposed. There can be no assurance that any such penalties or disciplinary actions may not have a material adverse effect on our results of operations and financial condition.

Under the SAPA, businesses may avoid punishment if it is found that they duly performed their duties to ensure the safety and health of the participants in their business operations. However, we cannot assure you that, despite all precautionary and preventative measures undertaken by us, these measures will prove to be fully effective at all times or that an incident that could cause harm to our reputation and operation will not happen in the future, including due to factors beyond our control.

Significant breaches of information security could lead to legal and financial exposure, damage to our reputation and a loss of confidence by our customers.

Our business relies heavily on mission-critical, complex and interdependent information technology systems that support our business processes. It involves the storage and transmission of confidential information relating to us as well as our customers and suppliers. Any significant breach in our information security could expose us to a risk of loss, improper use or disclosure of such information, and could give rise to significant liability or litigation, any of which could harm our reputation and adversely affect our business.

We believe that there has been no instance of a material breach in our information security to date that resulted in significant disruption of our operations and had a significant adverse effect on our operational results, or on third parties, including our customers and suppliers. However, there can be no assurance that we will be able to continue to prevent security incidents or other breaches in our information security from having a material adverse effect on our business, results of operations, financial viability or reputation. In addition, our information security measures may fail due to external and internal security threats, outages, malicious intrusions and attacks, programming or human errors and malfeasance, or other similar events.

Instituting appropriate access controls and safeguards across our information technology infrastructure is challenging. For a discussion of our cybersecurity risk management and strategy, see “Item 16.K. Cybersecurity.” Furthermore, outside parties may attempt to fraudulently induce employees to divulge sensitive information to gain access to our data or our customers’ data or access credentials. Because the techniques used to obtain unauthorized access, disable or degrade services or sabotage systems change frequently and often are not recognized until attacks are launched against a target, we

may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of our cybersecurity occurs or the market perception of the effectiveness of our information security measures is compromised, this may lead to significant legal and financial exposure, including legal claims and regulatory fines and penalties, reputational harm and a loss of confidence of our customers, which could have an adverse effect on our business, financial condition and results of operations.

Failure to protect our intellectual property rights could impair our competitiveness and harm our business and future prospects.

We believe that developing new steel manufacturing technologies that can be differentiated from those of our competitors, such as FINEX, automotive steel manufacturing technology and high-manganese steel manufacturing technology, is critical to the success of our business. We take active measures to obtain protection of our intellectual property by obtaining patents and undertaking monitoring activities in our major markets. However, we cannot assure you that the measures we take will effectively deter competitors from improper use of our proprietary technologies. Our competitors may misappropriate our intellectual property, disputes as to ownership of intellectual property may arise and our intellectual property may otherwise become known or independently developed by our competitors. Any failure to protect our intellectual property could impair our competitiveness and harm our business and future prospects.

We rely on trade secrets and other unpatented proprietary know-how to maintain our competitive position, and unauthorized disclosure of our trade secrets or other unpatented proprietary know-how could negatively affect our business.

We rely on trade secrets and unpatented proprietary know-how and information. We enter into confidentiality agreements with each of our employees and consultants upon the commencement of an employment or consulting relationship. These agreements generally provide that all inventions, ideas, discoveries, improvements and patentable material made or conceived by the individual arising out of the employment or consulting relationship and all confidential information developed or made known to the individual during the term of the relationship are our exclusive property. We cannot assure the enforceability of these types of agreements, or that they will not be breached. We also cannot be certain that we will have adequate remedies for any breach. The disclosure of our trade secrets or other know-how as a result of such a breach could adversely affect our business.

We face the risk of litigation proceedings relating to infringement of intellectual property rights of third parties, which, if determined adversely to us, could cause us to lose significant rights, pay significant damage awards or suspend the sale of certain products.

Our success depends largely on our ability to develop and use our technology and know-how in a proprietary manner without infringing the intellectual property rights of third parties. The validity and scope of claims relating to technology and patents involve complex scientific, legal and factual questions and analysis and, therefore, may be highly uncertain. In addition, because patent applications in many jurisdictions are kept confidential for an extended period before they are published, we may be unaware of other persons’ pending patent applications that relate to our products or manufacturing processes. Accordingly, we face the risk of litigation proceedings relating to infringement of intellectual property rights of third parties.

The plaintiffs in actions relating to infringement of intellectual property rights typically seek injunctions and substantial damages. Although patent and other intellectual property disputes are often settled through licensing or similar arrangements, there can be no assurance that such licenses can be obtained on acceptable terms or at all. Accordingly, regardless of the scope or validity of disputed patents or the merits of any patent infringement claims by potential or actual litigants, we may have to

engage in protracted litigation. The defense and prosecution of intellectual property suits, patent opposition proceedings and related legal and administrative proceedings can be both costly and time-consuming and may significantly divert the efforts and resources of our technical and management personnel. An adverse determination in any such litigation or proceedings could subject us to pay substantial damages to third parties, require us to seek licenses from third parties and pay ongoing royalties or redesign certain products, or subject us to injunctions prohibiting the manufacture and sale of our products or the use of technologies in certain jurisdictions. The occurrence of any of the foregoing could have a material adverse effect on our reputation, business, financial condition and results of operations.

Labor laws and a recent Supreme Court decision on contract-based workers dispatched by third-party contractors could restrict flexibility in our labor management and result in an increase in our labor-related costs.

In July 2022, the Supreme Court of Korea held that 59 workers employed by our third-party contractors and dispatched to our production facilities who brought a claim under the Dispatched Worker Protection Act (“DWPA”) of Korea were in a direct employment relationship with us. The DWPA limits the maximum period that a worker may be dispatched to a company to two years. Under the DWPA, worker dispatch exceeding such period may result in a company’s obligation to directly hire such dispatched workers in certain situations, including where such workers were directly supervised by the company rather than the third-party contractor. Pursuant to such judgment, we hired 55 of such workers that met our working age criteria as our full-time direct employees. In October 2022, all 59 original plaintiffs collectively filed a complaint at the Gwangju District Court claiming an aggregate amount of Won 3.0 billion as unpaid wages for the three-year period that they should have been recognized as our full-time direct employees. Furthermore, in July 2025, the 55 employees directly hired by us collectively filed a claim at the Gwangju District Court, alleging wage discrimination compared to certain other full-time direct employees. Both such lawsuits are still in progress, and we intend to vigorously defend against such lawsuits.

In addition to the decision rendered by the Supreme Court in July 2022, in April 2026, the Supreme Court issued rulings in employment status lawsuits brought by 331 workers who had been dispatched to our production facilities, ruling partially against us. The Supreme Court determined that 303 of these workers were in a direct employment relationship with us, and we have hired them as full-time direct employees in accordance with the rulings. Of the remaining eight workers, one claim was dismissed due to the plaintiff exceeding the mandatory retirement age, and the cases involving the remaining seven workers have been remanded to the Gwangju High Court, where they remain pending. The plaintiffs have also jointly filed lawsuits in the Gwangju and Daegu district courts seeking unpaid wages for periods during which they claim they should have been recognized as our full-time direct employees, and these cases remain pending.

As of April 21, 2026, 25 lawsuits involving approximately 4,337 workers employed by our third-party contractors who worked at our production facilities remain pending, all relating to the confirmation of employment status with us. Many of these cases also include claims for unpaid wages. In two of these cases, involving 241 and 138 workers, respectively, the district courts ruled against us, and the appellate court ruled against us in one case and partially in our favor in the other. We appealed both decisions to the Supreme Court in March 2026, and they remain pending. The plaintiffs in these cases have also filed separate lawsuits in February 2024 at the Suncheon Branch of the Gwangju District Court seeking unpaid wages, which remain pending. The remaining 23 lawsuits are pending at the district court level. We intend to vigorously defend against these claims.

We cannot provide any assurance that there will not be additional lawsuits related to the employment status of workers employed by our third-party contractors who worked at our production facilities, and we have not made any provisions related to any of the pending proceedings. The application of the applicable labor law will be based on the specific facts of the cases, and the general

applicability of the July 2022 Supreme Court ruling cannot be determined with certainty at this time. However, if similar judgments were to be rendered against us, they could restrict our ability to manage our labor force flexibly and significantly increase our labor-related costs, which in turn may have a material adverse effect on our results of operations.

We may be exposed to potential claims for unpaid wages and become subject to additional labor costs arising from the Supreme Court of Korea’s interpretation of ordinary wages.

Under the Labor Standards Act, an employee’s “ordinary wage” is used as the basis for calculating various statutory benefits. In December 2013, the Supreme Court of Korea ruled that regularly paid bonuses, including those that are paid other than on a monthly basis, are included in the scope of employees’ ordinary wages if these bonuses are paid (i) “regularly,” (ii) “uniformly” and (iii) on a “fixed basis,” notwithstanding differential amounts based on seniority. However, in December 2024, the Supreme Court of Korea reversed its prior ruling and excluded “fixed basis” from the attributes of ordinary wage and redefined the concept and judgment criteria of what constitutes ordinary wage. According to the Supreme Court of Korea’s decision in December 2024, a wage determined to be paid regularly and uniformly in exchange for prescribed work constitutes ordinary wage regardless of the existence or fulfillment of conditions attached to it. According to such decision, wages based on tenure or on the number of working days, where payment is made only when an employee satisfies a required number of working days within the prescribed working period, are recognized as ordinary wages. However, wages conditioned on working days that exceed the prescribed working period are not regarded as ordinary wages, as they are not paid solely for performing the prescribed work but rather constitute compensation for additional work beyond the prescribed working hours. In order to minimize confusion resulting from this change, the Supreme Court of Korea also ruled that the revised legal principle will apply to ordinary wage calculations starting from the date of the ruling, which is December 19, 2024.

Under this decision, any provision of a collective bargaining agreement or other agreements that attempt to exclude such regular bonuses from employees’ ordinary wages will be deemed void for violation of the mandatory provisions of Korean law.

The Ministry of Employment and Labor subsequently revised the ‘Guidelines for Labor-Management Guidance on Ordinary Wage’ in February 2025 (the “Guidelines”). The new legal principle on ordinary wages is effective for ordinary wage calculations starting from December 19, 2024. While we are currently assessing the impact of the Supreme Court of Korea’s decision and the Guidelines on our regular bonuses paid in the past, if we are nonetheless determined to have underpaid employees by under-calculating their ordinary wages over the past three years or in the future, we may be liable for additional payments reflecting the expanded scope of employees’ ordinary wages. Any such additional payments may have an adverse effect on our financial condition and results of operations.

Escalations in tensions with North Korea could have an adverse effect on us and the market value of our common shares and ADSs.

Relations between Korea and North Korea have been tense throughout Korea’s modern history. The level of tension between Korea and North Korea has fluctuated and may increase abruptly as a result of current and future events. In particular, there have been heightened security concerns in recent years stemming from North Korea’s nuclear weapon, ballistic missile and satellite programs as well as its hostile military actions against Korea.

North Korea renounced its obligations under the Nuclear Non-Proliferation Treaty in January 2003 and has conducted six rounds of nuclear tests since October 2006, including claimed detonations of hydrogen bombs, and warheads that can be mounted on ballistic missiles. Over the years, North Korea has continued to conduct a series of ballistic missile tests, including missiles launched from

submarines and intercontinental ballistic missiles that it claims can reach the United States mainland. North Korea has increased the frequency of such activities since the beginning of 2022, firing numerous ballistic missiles, including intercontinental ballistic missiles, and in November 2023, successfully launched its first spy satellite. In response, the Government has repeatedly condemned North Korea’s provocations and flagrant violations of relevant United Nations Security Council resolutions. Over the years, the United Nations Security Council has passed a series of resolutions condemning North Korea’s actions and significantly expanding the scope of sanctions applicable to North Korea, as did the United States and the European Union.

North Korea’s economy also faces severe challenges, which may further aggravate social and political pressures within North Korea. Although bilateral summit meetings between Korea and North Korea were held in April, May and September 2018 and between North Korea and the United States in June 2018, February 2019 and June 2019, there can be no assurance that the level of tensions affecting the Korean peninsula will not escalate in the future. Any increase in tensions, which may occur, for example, if North Korea experiences a leadership crisis, high-level contacts between Korea and North Korea or between the United States and North Korea break down or military hostilities occur, could have a material adverse effect on the Korean economy and on our business, financial condition and results of operations and the market value of our common shares and ADSs.

If you surrender your ADRs to withdraw shares of our common stock, you may not be allowed to deposit the shares again to obtain ADRs.

Under the deposit agreement, holders of shares of our common stock may deposit those shares with the ADR depositary’s custodian in Korea and obtain ADRs, and holders of ADRs may surrender ADRs to the ADR depositary and receive shares of our common stock. However, under current Korean laws and regulations, the depositary bank is required to obtain our prior consent for the number of shares to be deposited in any given proposed deposit that exceeds the difference between (i) the aggregate number of shares deposited by us for the issuance of ADSs (including deposits in connection with the initial and all subsequent offerings of ADSs and stock dividends or other distributions related to these ADSs) and (ii) the number of shares on deposit with the depositary bank at the time of such proposed deposit. It is possible that we may not give the consent. As a result, if you surrender ADRs and withdraw shares of common stock, you may not be able to deposit the shares again to obtain ADRs. See “Item 10. Additional Information — Item 10.D. Exchange Controls.”

You may not be able to exercise preemptive rights for additional shares of common stock and may suffer dilution of your equity interest in us.

The Commercial Code and our articles of incorporation require us, with some exceptions, to offer shareholders the right to subscribe for new shares in proportion to their existing ownership percentage whenever new shares are issued. If we issue new shares to persons other than our shareholders (See “Item 10.B. Memorandum and Articles of Association — Preemptive Rights and Issuance of Additional Shares”), a holder of our ADSs will experience dilution of such holding. If none of these exceptions is available, we will be required to grant preemptive rights when issuing additional common shares under Korean law. Under the deposit agreement governing the ADSs, if we offer any rights to subscribe for additional shares of our common stock or any rights of any other nature, the ADR depositary, after consultation with us, may make the rights available to you or use reasonable efforts to dispose of the rights on your behalf and make the net proceeds available to you. The ADR depositary, however, is not required to make available to you any rights to purchase any additional shares unless it deems that doing so is lawful and feasible and:

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a registration statement filed by us under the Securities Act is in effect with respect to those shares; or

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the offering and sale of those shares is exempt from or is not subject to the registration requirements of the Securities Act.

We are under no obligation to file any registration statement under the Securities Act to enable you to exercise preemptive rights in respect of the common shares underlying the ADSs, and we cannot assure you that any registration statement would be filed or that an exemption from the registration requirement under the Securities Act would be available. Accordingly, if a registration statement is required for you to exercise preemptive rights but is not filed by us, you will not be able to exercise your preemptive rights for additional shares and may suffer dilution of your equity interest in us.

U.S. investors may have difficulty enforcing civil liabilities against us and our directors and senior management.

We are incorporated in Korea with our principal executive offices located in Seoul. The majority of our directors and senior management are residents of jurisdictions outside the United States, and the majority of our assets and the assets of such persons are located outside the United States. As a result, U.S. investors may find it difficult to effect service of process within the United States upon us or such persons or to enforce outside the United States judgments obtained against us or such persons in U.S. courts, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for an investor to enforce in U.S. courts judgments obtained against us or such persons in courts in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for a U.S. investor to bring an action in a Korean court predicated upon the civil liability provisions of the U.S. federal securities laws against our directors and senior management and non-U.S. experts named in this Annual Report on Form 20-F.

We engage in activities relating to countries targeted by United States, European Union and United Kingdom economic sanctions.

The U.S. Department of the Treasury’s Office of Foreign Assets Control, or “OFAC,” enforces certain laws and regulations (“U.S. Sanctions”) that impose prohibitions or restrictions on U.S. persons and, in some instances, foreign entities owned or controlled by U.S. persons, with respect to activities or transactions with or involving certain countries, governments, entities and individuals that are the subject of U.S. Sanctions, including countries and territories subject to a comprehensive embargo (currently Cuba, Iran, North Korea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine), as well as parties that are subject to, or are majority owned by one or more parties subject to, so-called blocking sanctions. U.S. persons are also generally prohibited from facilitating such activities or transactions. Similarly, the European Union enforces certain laws and regulations (“E.U. Sanctions”) that impose restrictions on nationals of E.U. member states, persons located within E.U. member states, entities incorporated or constituted under the law of an E.U. member state, or business conducted in whole or in part in E.U. member states with respect to activities or transactions with certain countries, governments, entities and individuals that are the subject of E.U. Sanctions. E.U. persons are also generally prohibited from activities that promote such activities or transactions. The United Kingdom also enforces certain laws and regulations (“UK Sanctions”) that impose restrictions upon UK persons with respect to activities or transactions with parties that are the subject of UK Sanctions. In light of recent international developments, particularly the ongoing war in Ukraine, the United States, European Union, United Kingdom and other jurisdictions have imposed enhanced sanctions targeting Russia.

We and our subsidiaries engage in limited business activities in Russia. In particular, we purchase raw materials from non-Russian third parties that are sourced from mines in Russia. We believe that such activities do not involve any U.S. goods or services and otherwise do not implicate or violate U.S. Sanctions, E.U. Sanctions or UK Sanctions. To our knowledge, none of our business in Russia involves parties subject to U.S. Sanctions. Our activities in Russia accounted for 0.03% of our consolidated revenue in 2023. We did not recognize any revenue from business operations in Russia

in 2024 and 2025. In addition, we did not recognize any revenue from business operations in Iran in 2023, 2024 and 2025, and we currently do not have any plans to engage in business operations in Iran in the foreseeable future, other than collecting outstanding receivables.

POSCO Steeleon Co., Ltd. (“POSCO Steeleon”), a subsidiary of POSCO, holds a 70% interest in Myanmar POSCO C&C Co., Ltd. (“Myanmar POSCO C&C”), a joint venture with Myanmar Economic Holdings Public Company Limited (“MEHL”). MEHL was designated for U.S. Sanctions on March 25, 2021. Myanmar POSCO C&C engages in the production and sale of coated steel roofing sheets in Myanmar, and its sales accounted for 0.03% of our consolidated revenue in 2023, 0.05% in 2024 and 0.05% in 2025. POSCO Steeleon is monitoring changes in Myanmar’s business environment and assessing its shareholding arrangement. U.S. Sanctions that apply to MEHL do not apply to us, POSCO, POSCO Steeleon or Myanmar POSCO C&C.

POSCO INTERNATIONAL holds a 51.0% interest in a gas field project in Myanmar. Myanmar Oil and Gas Enterprise (“MOGE”) holds a 15.0% interest in the project and the remaining interests are held by non-sanctioned persons. On February 21, 2022, MOGE was designated for E.U. Sanctions, and certain managers of MOGE have been subsequently designated for U.S. Sanctions. Such sanctions do not extend to POSCO INTERNATIONAL, POSCO or, to our knowledge, the gas field project. On October 31, 2023, OFAC issued Burma-related Directive 1 under Executive Order 14014, which prohibits U.S. persons from providing, exporting or re-exporting, directly or indirectly, financial services to, or for the benefit of, MOGE, regardless of the currency in which any prohibited transaction is denominated.POSCO INTERNATIONAL is operating the Myanmar gas field project in compliance with such directive. Our revenue recognized from the gas field project accounted for 0.80% of our consolidated revenue in 2023, 0.83% in 2024 and 0.94% in 2025.

We expect to continue to engage in business activities and make investments in countries or territories on which comprehensive U.S. Sanctions have been imposed and also plan to continue to engage in business in Russia. Although we believe that U.S. Sanctions, E.U. Sanctions and UK Sanctions under their current terms are not applicable to our current activities, the relevant authorities may take a different view, our reputation may be adversely affected, and some of our investors may be required to divest their investments in us, including under the laws of certain U.S. states or under internal investment policies or may decide for reputational reasons to divest such investments. We are aware of initiatives by U.S. governmental entities and U.S. institutional investors, such as pension funds, to adopt or consider adopting laws, regulations or policies prohibiting transactions with or investment in, or requiring divestment from, entities doing business with countries identified as state sponsors of terrorism. There can be no assurance that the foregoing will not occur, that sanctions regimes around the world will not change in a way that impacts our business, or that such occurrences will not have a material adverse effect on the value of our securities.

U.S. investors could be subject to adverse U.S. federal income tax consequences if we are treated as a passive foreign investment company (“PFIC”) for any taxable year during which they hold our common stock of ADSs.

We will be classified as a PFIC for U.S. federal income tax purposes if, for any taxable year, either (i) 75 percent or more of our gross income for the taxable year is passive income or (ii) at least 50 percent of the value of our assets (generally determined on the basis of a quarterly average) is attributable to assets that produce or are held for the production of passive income. The determination of whether we are a PFIC must be made annually based on the facts and circumstances at the relevant time, some of which may be beyond our control, including the valuation of our assets as implied by the market price for our common stock or ADSs. Accordingly, we could be classified as a PFIC in the current or a future taxable year, and that possibility may be increased significantly by market volatility or a decline in the price of our common stock or ADSs.

If we were to be classified as a PFIC in any taxable year during which a U.S. holder (as defined in “Item 10.E. Taxation — United States Taxation”) holds our common stock or ADSs, such U.S. holder

could be subject to a special tax at ordinary income rates on “excess distributions,” including certain distributions by us and gain that the U.S. holder recognizes on the sale of our common stock or ADSs. The amount of income tax on any excess distributions would be increased by an interest charge to compensate for tax deferral, calculated as if the excess distributions were earned ratably over the period the U.S. holder held the common stock or ADSs. See “Item 10.E. Taxation — United States Taxation — Shares of Common Stock and ADSs — Passive Foreign Investment Company Rules.”

This annual report contains “forward-looking statements” that are subject to various risks and uncertainties.

This annual report contains “forward-looking statements” that are based on our current expectations, assumptions, estimates and projections about our company and our industry. The forward-looking statements are subject to various risks and uncertainties. These forward-looking statements include, but are not limited to, those statements using words such as “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project,” “aim,” “plan,” “likely to,” “target,” “contemplate,” “predict,” “potential” and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions generally intended to identify forward-looking statements. Those statements include, among other things, the discussions of our business strategy and expectations concerning our market position, future operations, margins, profitability, liquidity and capital resources. We caution you that reliance on any forward-looking statement involves risks and uncertainties, and that although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on those assumptions could be incorrect. The uncertainties in this regard include, but are not limited to, those identified in the risk factors discussed above. In light of these and other uncertainties, you should not conclude that we will necessarily achieve any plans and objectives or projected financial results referred to in any of the forward-looking statements. We do not undertake to release the results of any revisions of these forward-looking statements to reflect future events or circumstances.

Item 4. Information on the Company

Item 4.A. History and Development of the Company

We were established by the Government on April 1, 1968, under the Commercial Code, to manufacture and distribute steel rolled products and plates in the domestic and overseas markets. The Government owned more than 70% of our equity until 1988, when the Government reduced its ownership of our common stock to 35% through a public offering and listing our shares on the KRX KOSPI Market. In December 1998, the Government sold all of our common stock it owned directly, and The Korea Development Bank completed the sale of our shares that it owned in September 2000. The Government no longer holds any direct interest in us, and our outstanding common stock is currently held by individuals and institutions. See “Item 7. Major Shareholders and Related Party Transactions — Item 7A. Major Shareholders.”

On March 1, 2022, we spun off our domestic steel production and sales business (through a vertical spin-off in accordance with Articles 530-2 through 530-12 of the Korean Commercial Code) to establish a wholly-owned subsidiary (POSCO), and we converted into a holding company (POSCO HOLDINGS INC.) within the meaning of the Monopoly Regulation and Fair Trade Act in order to more effectively promote the growth of the group’s businesses, enhance synergies among the group’s businesses and actively explore diversification opportunities in promising business areas. The registration of the Spin-off occurred on March 2, 2022. As part of the Spin-off, we amended our name from POSCO to POSCO HOLDINGS INC., and the newly created wholly-owned subsidiary was named POSCO.

Our legal and commercial name is POSCO HOLDINGS INC. Our principal executive offices are located at POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea 06194, and our telephone number is +82-2-3457-0114. The address of our English website is http://www.posco-inc.com.

The SEC maintains a website (http://www.sec.gov), which contains reports, information statements and other information regarding issuers that file electronically with the SEC.

Item 4.B. Business Overview

The Company

We are a holding company, and we operate through our consolidated subsidiaries including POSCO, one of the largest steel producers in the world. We also engage in businesses that complement our steel manufacturing operations and also carefully seek out promising investment opportunities to diversify our businesses both vertically and horizontally. One of our principal strategies is to take advantage of our holding company structure to invest in promising businesses. We have made investments in the past decade to secure new growth engines by diversifying into new businesses related to our steel operations that we believe will offer greater potential returns, as well as entering into new businesses not related to our steel operations.

We have six reportable segments as follows:

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Steel Segment. Our Steel Segment includes the production and sale of steel products.

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Infrastructure Business. Our Infrastructure Business includes our businesses related to provision of infrastructure and related services. Such business is divided into three segments as follows:

Trading Segment. The Trading Segment of our Infrastructure Business consists primarily of the global trading activities, natural resources development activities and power generation activities of POSCO INTERNATIONAL. POSCO INTERNATIONAL exports and imports a wide range of steel products that are both obtained from and supplied to POSCO, as well as steel and other products from and to other suppliers and purchasers in Korea and overseas. On January 1, 2023, POSCO Energy, Korea’s largest domestic private power utility company and a provider of alternative low-carbon energy solutions, merged into POSCO INTERNATIONAL.

Construction Segment. The Construction Segment of our Infrastructure Business consists primarily of the planning, designing and construction of industrial plants, civil engineering projects and commercial and residential buildings, both in Korea and overseas, by POSCO E&C.

Logistics and Others Segment. The Logistics and Others Segment of our Infrastructure Business consists primarily of the information technology and operational technology services of POSCO DX and the integrated logistics services of POSCO FLOW.

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Rechargeable Battery Materials Segment. Our Rechargeable Battery Materials Segment includes (i) the manufacturing and sale of various energy-related and other industrial materials by POSCO Future M, including cathode and anode materials for rechargeable batteries and (ii) investments made by us in production projects relating to other materials such as lithium.

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Others Segment. Our Others Segment includes POSCO HOLDINGS INC. and all other entities which fall below the reporting thresholds. POSCO HOLDINGS INC. actively explores diversification opportunities in promising business areas.

The table below sets out our revenue by segment category for the periods indicated.


	For the Year Ended December 31,
	2023						2024					2025
Segments	Billions of Won			%			Billions of Won		%			Billions of Won			%
Steel Segment	W	40,393			52.4	%	W	39,104		53.3	%	W	37,285			54.1	%
Infrastructure Business:
Trading Segment ⁽¹⁾		24,034			31.2			22,804		31.0			23,744			34.4
Construction Segment		8,301			10.8			7,473		10.2			5,615			8.1
Logistics and Others Segment ⁽²⁾		471			0.6			422		0.6			309			0.4
Rechargeable Battery Materials Segment		3,816			5.0			2,813		3.8			2,096			3.0
Others Segment		113			0.1			73		0.1			45			0.1
Basis difference adjustments⁽³⁾		(71	)		(0.1	)		771		1.0			(108	)		(0.1	)

Total	W	77,057			100.0	%	W	73,459		100.0	%	W	68,987			100.0	%

(1)	Including POSCO INTERNATIONAL.

(2)	Including POSCO DX and POSCO FLOW.

(3)

Basis difference adjustments are related to the difference in recognizing revenue and expenses of the Construction Segment of our Infrastructure Business in connection with the development and sale of certain residential real estate between the report reviewed by the chief executive officer and the consolidated financial statements. See Notes 3 and 40 to the Consolidated Financial Statements.

Environmental, Social and Governance

Our Environmental, Social and Governance (“ESG”) management focuses on sustainable social communities and governance enhancements that promote tangible value. These principles drive our five comprehensive ESG strategies covering the following key areas.

Green Competency

We strive to respond to global climate change through development of low-carbon processes, energy efficiency and low-carbon products and services, thereby reducing our environmental impact to create a future in which people and nature co-exist and thrive together. POSCO declared the 2050 Carbon Neutrality Roadmap by setting targets for a 30% carbon emissions reduction by 2035, 50% by 2040, and Net Zero emissions by 2050. Initiatives such as low carbon technology and hydrogen reduction are underway to support these goals.

Responsible Value Chain

We are committed to empowering our business partners to obtain the highest standards in various domains, including low carbon technology, human rights and safety, while promoting sustainability across the value chain.

POSCO procures all tin, tantalum, tungsten and gold minerals from refineries in conflict-affected and high-risk areas that have obtained Responsible Minerals Assurance Process (“RMAP”) certification. POSCO Future M, a producer of rechargeable battery materials, also procures tungsten and cobalt, sourcing exclusively from smelters that have either obtained RMAP certification or are currently in the process of obtaining RMAP certifications.

Employee Happiness

We prioritize establishing a secure and inclusive work environment that upholds human rights, embraces diversity and empowers creative talents to lead a period of transformation. As United Nations Global Compact members, POSCO HOLDINGS INC., POSCO, POSCO INTERNATIONAL

and POSCO E&C, advocate for management based on human rights, diversity and inclusion policies. In addition, POSCO Group proclaimed a “Group Human Rights Commitment” to implement human rights management in line with global standards and to establish a more structured human rights management system at the group level. Our human rights policy covers protections for POSCO Group employees and staffs of our suppliers and labor union rights, encompassing human rights, grievance handling and victim relief. Our diversity, equality and inclusion policies prohibit all forms of discrimination, workplace harassment and sexual harassment, with training, reporting, consultation and investigation processes, as well as whistleblower protection measures that are clearly outlined.

Ethics & Integrity

We are committed to making our business decisions based on unwavering ethical principles by upholding the highest standards of ethics and compliance. Our efforts to enhance ethics and compliance levels are complemented by our commitment to promoting fair trade practices. For example, we established a “Clean Committee,” which is an advisory body involving external experts, to strengthen our commitment to ethical management. We conduct annual questionnaire surveys targeting employees of our suppliers and our domestic and overseas subsidiaries to assess the risk of unethical behavior, workplace harassment and human rights violations. Additional monitoring and investigation are conducted when risks are identified.

New Governance for Real Value

We enhance independence, expertise and diversity of the board of directors to promote real value management by safeguarding shareholder rights and ensuring transparent disclosures, with the aim of enhancing the value of the POSCO Group. A group-level ESG risk response system has been established to address internal and external risks effectively, with significant ESG-related decisions made through the board of directors. For in-depth discussions on key ESG issues, we operate the “POSCO Group ESG Council,” led by top management and the “ESG Session” involving all directors.

Additional information regarding our ESG performance is provided in the POSCO Holdings Sustainability Report, available on our website. This report is not incorporated by reference into, and does not form part of, this Annual Report on Form 20-F.

Steel Segment

POSCO is the largest fully integrated steel producer in Korea, and one of the largest steel producers in the world, based on annual crude steel production. We, through POSCO and our other steel-producing subsidiaries, produced approximately 38.6 million tons of crude steel in 2025, a significant majority of which was produced at Pohang Works and Gwangyang Works. As of December 31, 2025, we had approximately 44.5 million tons of annual crude steel production capacity, including 39.8 million tons of production capacity in Korea. We believe Pohang Works and Gwangyang Works are two of the most technologically-advanced integrated steel facilities in the world. We manufacture and sell a diversified line of steel products, including cold rolled and hot rolled products, stainless steel products, plates, wire rods and silicon steel sheets, and we are able to meet a broad range of customer needs from manufacturing industries that consume steel, including automotive, shipbuilding, home appliance, engineering and machinery industries.

POSCO M-TECH Co., Ltd., which is also included in the Steel Segment, produces aluminum deoxidizers used to remove excess oxygen during the steel manufacturing process to improve durability of steel products, and it also provides integrated steel product packaging solutions for steel production facilities.

Korea is our most important market. Domestic sales accounted for 38.3% of the Steel Segment’s total revenue in 2025 and 37.2% in 2024. We believe that POSCO’s steel products

constituted approximately 46.6% of the total sales volume of such steel products sold in Korea in 2025 and approximately 46.0% in 2024. The Steel Segment’s export sales and overseas sales to customers abroad accounted for 61.7% of the Steel Segment’s total revenue in 2025 and 62.8% in 2024. The Steel Segment’s major export market is Asia, with Asia other than China and Japan accounting for 22.5%, China accounting for 19.0% and Japan accounting for 11.0% of the Steel Segment’s total steel export revenue in 2025, and Asia other than China and Japan accounting for 23.2%, China accounting for 20.7% and Japan accounting for 11.2% of the Steel Segment’s total steel export revenue in 2024.

Major Products

We, through POSCO and our other steel-producing subsidiaries, manufacture and sell a broad line of steel products, including the following:

•

cold rolled products;

•

hot rolled products;

•

stainless steel products;

•

plates;

•

wire rods; and

•

silicon steel sheets.

The table below sets out our revenue of steel products produced by us and directly sold to external customers which are recognized as external revenue of the Steel Segment, by major steel product category for the periods indicated. Such amounts do not include steel products produced by us and sold to our consolidated sales subsidiaries (including POSCO INTERNATIONAL).


	For the Year Ended December 31,
	2023					2024					2025
Steel Products	Billions of Won		%			Billions of Won		%			Billions of Won		%
Cold rolled products	W	11,908		29.5	%	W	12,194		31.2	%	W	11,919		32.0	%
Hot rolled products		9,149		22.6			8,525		21.8			7,927		21.3
Stainless steel products		7,848		19.4			7,485		19.1			6,985		18.7
Plates		4,930		12.2			4,472		11.4			4,172		11.2
Wire rods		1,804		4.5			1,676		4.3			1,428		3.8
Silicon steel sheets		1,063		2.6			1,158		3.0			1,130		3.0

Sub-total		36,701		90.9			35,511		90.8			33,561		90.0

Others		3,692		9.1			3,593		9.2			3,724		10.0

Total	W	40,393		100.0	%	W	39,104		100.0	%	W	37,285		100.0	%

The table below sets out our sales volume of the principal categories of steel products produced by us and directly sold to external customers, which are recognized as external sales volume of the Steel Segment, by major steel product category for the periods indicated. Such amounts do not include steel products produced by us and sold to our sales consolidated subsidiaries (including POSCO INTERNATIONAL).


	For the Year Ended December 31,
	2023					2024					2025
Steel Products	Thousands of Tons		%			Thousands of Tons		%			Thousands of Tons		%
Cold rolled products		9,780		33.9	%		10,334		35.4	%		10,529		36.4	%
Hot rolled products		9,784		33.9			9,473		32.5			9,583		33.1
Stainless steel products		2,459		8.5			2,508		8.6			2,364		8.2
Plates		4,667		16.2			4,694		16.1			4,523		15.6
Wire rods		1,623		5.6			1,527		5.2			1,309		4.5
Silicon steel sheets		524		1.8			627		2.1			641		2.2

Total ⁽¹⁾		28,837		100.0	%		29,162		100.0	%		28,949		100.0	%

(1)	Not including sales volume of steel products categorized under “others.”

In addition to steel products produced by us and directly sold to external customers, we engage our consolidated sales subsidiaries (including POSCO INTERNATIONAL) to sell our steel products produced by us. Our revenue from steel products produced by us and sold to our consolidated sales subsidiaries that in turn sold them to their external customers amounted to Won 9,414 billion in 2023, Won 9,452 billion in 2024 and Won 8,801 billion in 2025. Sales of such steel products by our consolidated sales subsidiaries to external customers are recognized as external revenue of the Trading Segment of our Infrastructure Business.

Cold Rolled Products

Cold rolled coils and further refined galvanized cold rolled products are used mainly in the automotive industry to produce car body panels. Other users include the household goods, electrical appliances, engineering and metal goods industries.

Our deliveries of cold rolled products produced by us and directly sold to external customers amounted to 10,529 thousand tons in 2025, representing 36.4% of our total sales volume of principal steel products produced by us and directly sold to external customers. Cold rolled products constitute our largest product category in terms of sales volume and revenue from steel products produced by us and directly sold to external customers.

We believe POSCO had a domestic market share for cold rolled products of approximately 54% in 2025.

Hot Rolled Products

Hot rolled coils and sheets have many different industrial applications. They are used to manufacture structural steel used in the construction of buildings, industrial pipes and tanks, and automobile chassis. Hot rolled coil is also manufactured in a wide range of widths and thicknesses as the feedstock for higher value-added products such as cold rolled products and silicon steel sheets. The largest customers of our hot rolled products are downstream steelmakers in Korea which use the products to manufacture pipes and cold rolled products.

Our deliveries of hot rolled products produced by us and directly sold to external customers amounted to 9,583 thousand tons in 2025, representing 33.1% of our total sales volume of principal steel products produced by us and directly sold to external customers. Hot rolled products constitute

our second largest product category in terms of sales volume and revenue from steel products produced by us and directly sold to external customers.

We believe POSCO had a domestic market share for hot rolled products of approximately 54% in 2025.

Stainless Steel Products

Stainless steel products are used to manufacture household goods and are also used by the chemical industry, paper mills, the aviation industry, the automotive industry, the construction industry and the food processing industry.

Our deliveries of stainless steel products produced by us and directly sold to external customers amounted to 2,364 thousand tons in 2025, representing 8.2% of our total sales volume of principal steel products produced by us and directly sold to external customers. Stainless steel products constitute our third largest product category in terms of revenue from steel products produced by us and directly sold to external customers. Although sales of stainless steel products accounted for only 8.2% of total sales volume of the principal steel products produced by us and directly sold to external customers in 2025, they represented 18.7% of our total revenue from such steel products in 2025.

We believe POSCO had a domestic market share for stainless steel products of approximately 52% in 2025.

Plates

Plates are used in shipbuilding, structural steelwork, offshore oil and gas production, power generation, mining, and the manufacture of earth-moving and mechanical handling equipment, boiler and pressure vessels and other industrial machinery. The Korean shipbuilding industry, which uses plates to manufacture chemical tankers, rigs, bulk carriers and containers, and the construction industry are our largest customers of plates.

Our deliveries of plates produced by us and directly sold to external customers amounted to 4,523 thousand tons in 2025, representing 15.6% of our total sales volume of principal steel products produced by us and directly sold to external customers.

We believe POSCO had a domestic market share for plates of approximately 45% in 2025.

Wire Rods

Wire rods are used mainly by manufacturers of wire, fasteners, nails, bolts, nuts and welding rods. Wire rods are also used in the manufacture of coil springs, tension bars and tire cords in the automotive industry. The largest customers for our wire rods are manufacturers of wire ropes and fasteners.

Our deliveries of wire rods produced by us and directly sold to external customers amounted to 1,309 thousand tons in 2025, representing 4.5% of our total sales volume of principal steel products produced by us and directly sold to external customers.

We believe POSCO had a domestic market share for wire rods of approximately 44% in 2025.

Silicon Steel Sheets

Silicon steel sheets are used mainly in the manufacture of power transformers and generators, rotating machines and electric motors.

Our deliveries of silicon steel sheets produced by us and directly sold to external customers amounted to 641 thousand tons in 2025, representing 2.2% of our total sales volume of principal steel products produced by us and directly sold to external customers.

We believe POSCO had a domestic market share for silicon steel sheets of approximately 71% in 2025.

Others

Other products include lower value-added semi-finished products such as pig iron, billets, blooms and slab.

Markets

Korea is our most important market. Domestic sales represented 38.3% of the Steel Segment’s total revenue in 2025. The Steel Segment’s export sales and overseas sales to customers abroad represented 61.7% of the Steel Segment’s total revenue in 2025. Our sales strategy has been to devote our production primarily to satisfy domestic demand, while seeking export sales to utilize capacity to the full extent and to expand our international market presence.

Domestic Market

We primarily sell in Korea higher value-added and other finished products to end-users and semi-finished products to other steel manufacturers for further processing. Local distribution companies and sales affiliates sell finished steel products to low-volume customers. We provide service technicians for large customers and distributors in each important product area.

The table below sets out our estimate of the market share of our steel products in Korea for the periods indicated based on sales volume.


	For the Year Ended December 31,
Source	2023			2024			2025
POSCO’s sales ⁽¹⁾		45.5	%		46.0	%		46.6	%
Other domestic steel companies’ sales		28.2			28.4			30.4
Imports		26.3			25.6			23.0

Total		100.0	%		100.0	%		100.0	%

(1)	POSCO’s sales volume includes steel products produced by POSCO (but not by our other subsidiaries) and sold through our consolidated sales subsidiaries as well as steel products produced by POSCO (but not by our other subsidiaries) and directly sold to external customers.

Exports

The Steel Segment’s export sales and overseas sales to customers abroad represented 61.7% of the Steel Segment’s total revenue in 2025, 52.5% of which was generated from exports sales and overseas sales to customers in Asian countries. The Steel Segment’s export sales and overseas sales to customers abroad in terms of such revenue decreased by 6.9% from Won 31,829 billion in 2024 to Won 29,627 billion in 2025.

The tables below set out our export sales and overseas sales to customers abroad in terms of revenue from steel products produced and sold by us (including our consolidated sales subsidiaries), by geographical market and by major product category for the periods indicated.


	For the Year Ended December 31,
	2023					2024					2025
Region	Billions of Won		%			Billions of Won		%			Billions of Won		%
Asia (other than China and Japan)	W	7,787		24.6	%	W	7,382		23.2	%	W	6,662		22.5	%
China		6,859		21.7			6,576		20.7			5,642		19.0
Europe		4,099		12.9			4,638		14.6			4,399		14.8
Japan		3,345		10.6			3,578		11.2			3,246		11.0
North America		2,673		8.4			2,861		9.0			2,302		7.8
Middle East		57		0.2			3		0.0			0		0.0
Others		6,838		21.6			6,792		21.3			7,376		24.9

Total	W	31,658		100.0	%	W	31,829		100.0	%	W	29,627		100.0	%


	For the Year Ended December 31,
	2023					2024					2025
Steel Products	Billions of Won		%			Billions of Won		%			Billions of Won		%
Cold rolled products	W	11,505		36.3	%	W	12,177		38.3	%	W	11,769		39.8	%
Hot rolled products		6,305		19.9			6,061		19.1			5,679		19.2
Stainless steel products		6,055		19.1			5,827		18.3			5,479		18.5
Plates		3,374		10.7			3,191		10.0			1,991		6.7
Silicon steel sheets		1,066		3.4			1,316		4.1			1,343		4.5
Wire rods		879		2.8			834		2.6			722		2.4
Others		2,475		7.8			2,423		7.6			2,644		8.9

Total	W	31,658		100.0	%	W	31,829		100.0	%	W	29,627		100.0	%

We distribute our export products mostly through Korean trading companies, including POSCO INTERNATIONAL, and our overseas sales subsidiaries. Our largest export market in 2025 was Asia (other than China and Japan), which accounted for 22.5% of our export revenue from steel products produced and sold by us. The principal products exported to Asia (other than China and Japan) were cold rolled products, including continuous galvanized products. Our exports to Asia (other than China and Japan) decreased by 9.8% from Won 7,382 billion in 2024 to Won 6,662 billion in 2025 primarily reflecting a general decline in demand from the region.

Our second largest export market in 2025 was China, which accounted for 19.0% of our export revenue from steel products produced and sold by us. The principal products exported to China were stainless steel products. Our exports to China decreased by 14.2% from Won 6,576 billion in 2024 to Won 5,642 billion in 2025 primarily due to a slowdown in economic activity in China.

Anti-Dumping, Safeguard and Countervailing Duty Proceedings

will remain unchanged, or that new or increased anti-dumping duties, safeguard duties, countervailing duties, quotas or tariffs will not be imposed on our products in the future. The occurrence of any such events, including those described below, may have a material adverse effect on our business, financial condition and results of operations.

Pricing Policy

We determine the pricing of our products based on market conditions, taking into consideration production outlook of the global steel industry and global economic conditions in general. In setting prices, we take into account our costs, including those of raw materials, supply and demand in the Korean market, exchange rates, and conditions in the international steel market. Our prices can fluctuate considerably over time, depending on market conditions and other factors. The prices of our higher value-added steel products in the largest markets are determined considering the prices of similar products charged by our competitors.

Raw Materials

Steel Production

The principal raw materials used in producing steel through the basic oxygen steelmaking method are iron ore and coal. We import all of the coal and virtually all of the iron ore that we use. In

2025, POSCO imported approximately 49 million dry metric tons of iron ore and 24 million wet metric tons of coal. Iron ore is imported primarily from Australia, Brazil and Canada. Coal is imported primarily from Australia, Canada and the United States.

We purchase a substantial portion of our iron ore and coal imports pursuant to long-term contracts. Our long-term supply contracts generally have terms of three to ten years and provide for periodic price adjustments to the then-market prices. We typically adjust the prices on a quarterly basis and maintain approximately one month of inventory of raw materials. Such price adjustments are driven by various factors, including the global economic outlook, global market prices of raw materials and steel products, supply and demand outlook of raw materials and production costs of raw materials. For both coal and iron ore, we typically agree on the purchase price with the suppliers primarily based on the spot market price periodically announced by Platts (Premium Low Vol Coking Coal, FOB Australia Index and Iron Ore 62% Fe, CFR China Index). We or the suppliers may cancel the long-term contracts only if performance under the contracts is prevented by causes beyond our or their control and these causes continue for a specified period.

We also engage in exploration and production projects abroad to enhance our ability to meet the requirements for high-quality raw materials, by acquiring mining rights of raw materials or by investing in projects either as part of a consortium or through an acquisition of a minority interest. In 2025, we purchased approximately 37% of our iron ore imports and 25% of our coal imports from foreign mines in which we have made investments. Our major investments to procure supplies of coal, iron ore and nickel are primarily located in Australia, Canada, Brazil and New Caledonia. We will continue to selectively seek opportunities to enter into additional strategic relationships that would enhance our ability to meet the requirements for principal raw materials.

The average market price of iron ore per dry metric ton (Iron Ore 62% Fe, CFR China Index announced by Platts) was US$120 in 2023, US$109 in 2024 and US$102 in 2025. The average market price of coal per wet metric ton (Premium Low Vol Coking Coal, FOB Australia Index announced by Platts) was US$296 in 2023, US$240 in 2024 and US$188 in 2025. We currently do not depend on any single country or supplier for our coal or iron ore.

Stainless Steel Production

The principal raw materials for the production of stainless steel are ferronickel, ferrochrome and stainless steel scrap. We purchase a majority of our ferronickel primarily from suppliers in Korea that procure nickel ore from New Caledonia, and the remainder primarily from leading suppliers in Indonesia. Our primary suppliers of ferrochrome are located in South Africa, India and Kazakhstan. Our stainless steel scraps are primarily supplied by domestic and overseas suppliers in Japan and Southeast Asia. Revert scraps from the Pohang Steelworks and our overseas subsidiaries are also used for our stainless steel production. The average market price of nickel per ton on the London Metal Exchange was US$21,474 in 2023, US$16,812 in 2024 and US$15,160 in 2025.

Transportation

In order to meet our transportation needs for iron ore and coal, we have entered into long-term contracts with shipping companies. Such contracts are performed by a fleet of dedicated vessels on a consecutive voyage basis with fully loaded cargo for each voyage. These vessels under long-term contracts transported approximately 59% of the total requirements in 2025, and the remaining approximately 41% was transported by vessels sourced through short- to medium-term contracts, depending on market conditions. We plan to continue to optimize the fleet of dedicated vessels that we use in order to cope with changes in the global shipping environment, as well as upgrade some of the existing vessels with energy-saving and eco-friendly technologies.

The Steelmaking Process

POSCO’s major production facilities, Pohang Works and Gwangyang Works, produce steel by the basic oxygen steelmaking method. The stainless steel plant at Pohang Works produces stainless steel by the electric arc furnace method. Continuous casting improves product quality by imparting a homogenous structure to the steel. Pohang Works and Gwangyang Works produce all of their products through the continuous casting.

Steel — Basic Oxygen Steelmaking Method

First, molten pig iron is produced in a blast furnace from iron ore, which is the basic raw material used in steelmaking. Molten pig iron is then refined into molten steel in converters by blowing pure oxygen at high pressure to remove impurities. Different desired steel properties may also be obtained by regulating the chemical contents.

At this point, molten steel is made into semi-finished products such as slabs, blooms or billets at the continuous casting machine. Slabs, blooms and billets are produced at different standardized sizes and shapes. Slabs, blooms and billets are semi-finished lower-margin products that we either use to produce our further processed products or sell to other steelmakers that produce further processed steel products.

Slabs are processed to produce hot rolled coil products at hot strip mills or to produce plates at plate mills. Hot rolled coils are an intermediate-stage product that may either be sold to our customers as various finished products or be further processed by us or our customers into higher value-added products, such as cold rolled sheets and silicon steel sheets. Blooms and billets are processed into wire rods at wire rod mills.

Stainless Steel — Electric Arc Furnace Method

Stainless steel is produced from stainless steel scrap, chrome, nickel and steel scrap using an electric arc furnace. Stainless steel is then processed into higher value-added products by methods similar to those used for steel production. Stainless steel slabs are produced at a continuous casting mill. The slabs are processed at hot rolling mills into stainless steel hot coil, which can be further processed at cold strip mills to produce stainless cold rolled steel products.

Steel Making Operations Located Outside Korea

In order to effectively implement our strategic initiatives and to solidify our leadership position in the global steel industry, we have established various subsidiaries and joint ventures in Korea and elsewhere around the world that engage in steel production activities.

China. We entered into an agreement with Shagang Group Co. to establish POSCO (Zhangjiagang) Stainless Steel Co., Ltd. (“POSCO (Zhangjiagang)”), a joint venture company in China for the manufacture and sale of stainless cold rolled steel products. POSCO HOLDINGS INC. has an 82.5% interest in the joint venture (including 23.9% interest held by POSCO China Holding Corporation). POSCO (Zhangjiagang) commenced production of stainless cold rolled steel products in December 1998. In 2025, POSCO (Zhangjiagang) had an annual production capacity of 1,100 thousand tons of stainless steel products. We resolved to sell our equity interest in POSCO (Zhangjiagang) at the meeting of the board of directors held in July 2025. See “Item 4.D. Property, Plants and Equipment — Steel Production Facilities Abroad — POSCO (Zhangjiagang).”

Indonesia. We entered into an agreement with PT. Krakatau Steel (Persero) Tbk. to establish PT. KRAKATAU POSCO Co., Ltd. (“PT. KRAKATAU POSCO”), a joint venture company in Indonesia for the manufacture and sale of plates and slabs. POSCO holds a 50.0% interest in the joint venture. We completed the construction of a steel manufacturing plant in December 2013. In 2025, PT.

KRAKATAU POSCO had an annual production capacity of 3,000 thousand tons of slabs, plates and hot rolled coils. See “Item 4.D. Property, Plants and Equipment — Steel Production Facilities Abroad — PT. KRAKATAU POSCO.”

Vietnam. We established POSCO YAMATO VINA STEEL JOINT STOCK COMPANY (“POSCO YAMATO VINA” and formerly known as POSCO SS VINA JOINT STOCK COMPANY), a subsidiary engaged in the manufacture and sale of shape steel and steel reinforcement products. POSCO holds a 51.0% interest in POSCO YAMATO VINA, and the plant became operational in June 2015. In 2025, POSCO YAMATO VINA had an annual production capacity of 550 thousand tons of shape steel products. See “Item 4.D. Property, Plants and Equipment — Steel Production Facilities Abroad — POSCO YAMATO VINA.”

Competition

Domestic Market

POSCO is the largest fully integrated steel producer in Korea. In hot rolled products, where we believe POSCO had a domestic market share of approximately 54% in 2025, we face competition from Hyundai Steel Co., Ltd. and from various foreign producers, primarily from China and Japan. In cold rolled products and stainless steel products, where we believe POSCO had domestic market shares of approximately 54% and 52%, respectively, in 2025, we compete with Hyundai Steel Co., Ltd., smaller specialized domestic manufacturers and various foreign producers, primarily from China and Japan. For a discussion of domestic market shares, see “— Markets — Domestic Market.”

The Government has imposed provisional anti-dumping duties on certain thick steel plates and stainless-steel plates from China.

Export Markets

The competitors in our export markets include all the leading steel manufacturers of the world. In the past decade, there has been a trend toward industry consolidation among our competitors, and smaller competitors in the global steel market today may become larger competitors in the future. In recent years, a slowdown in domestic demand for steel products in China resulting from slowed economic growth, combined with an expansion in steel production capacity, has led to production over-capacity in the Chinese steel industry, which in turn has led the Chinese government to pursue aggressive consolidation in the Chinese steel industry that has resulted in fewer but larger steel manufacturers that are able to compete more effectively in the global steel industry. Competition from global steel manufacturers with significant production capacity such as ArcelorMittal S.A. and Nippon Steel & Sumitomo Metal Corporation, as well as competitors from emerging markets, especially from China and India, could result in a significant increase in competition. Major competitive factors include range of products offered, quality, price, delivery performance and customer service. Our larger competitors may use their resources, which may be greater than ours, against us in a variety of ways, including by making additional acquisitions, investing more aggressively in product development and capacity and displacing demand for our export products.

Various export markets currently impose tariffs on different types of steel products. Through pursuing direct investments in high-growth overseas markets and leveraging our overseas production subsidiaries, we seek to improve our ability to respond to country-specific trade regulations and market dynamics while reinforcing our global competitiveness.

Infrastructure Business

Trading Segment

Our trading activities consist primarily of trading activities of POSCO INTERNATIONAL. POSCO INTERNATIONAL is a global trading company that primarily engages in trading of steel and raw

materials, investing in energy and mineral development projects and operating power generation facilities. It also trades textiles, agricultural commodities and other goods. POSCO INTERNATIONAL’s sales consist of third-country trading sales, export trading sales and domestic trading sales. On January 1, 2023, POSCO Energy, Korea’s largest domestic private power utility company and a provider of alternative environmentally-friendly energy solutions, merged into POSCO INTERNATIONAL.

The following table sets forth a breakdown of POSCO INTERNATIONAL’s total consolidated revenue by export sales, domestic sales and third-country trades for the periods indicated:


	For the Year Ended December 31,
Revenue Category	2023⁽¹⁾					2024⁽¹⁾								2025⁽¹⁾
	(in billions of Won, except percentages)
Export trading revenue	W	12,462		37.8	%	W	12,416		38.5	%	W	11,580			35.8	%
Domestic trading revenue		4,412		13.4			5,983		18.6			4,849			15.0
Third-country trades		26,269		79.6			24,611		76.3			26,191			81.0

Total revenue prior to consolidation adjustments		43,142		130.7			43,010		133.4			42,620			131.8

Consolidation adjustments		(10,136	)	(30.7	)		(10,761	)	(33.4	)		(10,279	)		(31.8	)

Total revenue	W	33,006		100.0	%	W	32,249		100.0	%	W	32,341			100.0	%

(1)	Including revenue from the power generation business of POSCO Energy, which merged into POSCO INTERNATIONAL on January 1, 2023.

Trading Activities. POSCO INTERNATIONAL’s trading activities consist of exporting and importing a wide variety of products and commodities, including iron and steel, raw materials for steel production, non-ferrous metals, chemicals, automotive parts (including motor cores), machinery and plant equipment, electronics products, agricultural commodities and textiles. POSCO INTERNATIONAL is also engaged in third-country trade that does not involve exports from or imports to Korea. The products are obtained from and supplied to numerous suppliers and purchasers in Korea and overseas, which are procured through a global trading network comprised of overseas trading subsidiaries, branches and representative offices. Such subsidiaries and offices support POSCO INTERNATIONAL’s trading activities by locating suitable local suppliers and purchasers on behalf of customers, identifying business opportunities and providing information regarding local market conditions.

In most cases, POSCO INTERNATIONAL enters into trading transactions after the underlying sale and purchase contracts have been matched, which mitigates inventory and price risks to POSCO INTERNATIONAL. POSCO INTERNATIONAL typically enters into trading transactions as a principal, and in limited cases as an import or export agent. When acting as a principal or an agent, POSCO INTERNATIONAL derives its gross trading profit from the margin between the selling price of the products and the purchase price it pays for such products. In the case of principal transactions, the selling price is recognized as sales and the purchase price is recognized as cost of sales, while only the margin is recognized as sales in the case of agency transactions in which POSCO INTERNATIONAL does not control each good or service prior to providing the goods or services to the customer (indicators of such control include (1) primary responsibility for fulfilling the promise to provide the specified good or service, (2) inventory risk and (3) discretion in establishing the price of the specified good or service). In the instances in which it acts as an arranger for a third country transaction, POSCO INTERNATIONAL derives its gross trading profit from, and recognizes as sales, the commission paid to it by the customer. The sizes of margins and commissions for POSCO INTERNATIONAL’s trading activities vary depending on a number of factors, including prevailing supply and demand conditions for the product involved, the cost of financing, insurance, storage and transport and the creditworthiness of the customer, and tends to decline as the product or market matures.

In connection with its export and import transactions, POSCO INTERNATIONAL has trade accounts and notes receivable and payable in a number of currencies, but principally in U.S. dollars. POSCO INTERNATIONAL’s exposure to fluctuations in exchange rates, including the Won/U.S. dollar exchange rate, is limited because trading transactions typically involve matched purchase and sale contracts, which result in limited settlement exposure, and because POSCO INTERNATIONAL’s contracts with domestic suppliers of products for export and with domestic purchasers of imported products are generally denominated in U.S. dollars. Although the impact of exchange rate fluctuations is substantially mitigated by such strategies, POSCO INTERNATIONAL also periodically enters into derivative contracts, primarily currency forward contracts, to further hedge its foreign exchange risks.

In connection with its trading activities, POSCO INTERNATIONAL arranges insurance and product transport at the request of customers, the costs of which generally become reflected in the sales price of the relevant products, and also provides financing services to its purchasers and suppliers as necessary. In the case of trading transactions involving large-scale industrial or construction projects, POSCO INTERNATIONAL also provides necessary project planning and organizing services to its customers.

Natural Resources Development Activities. POSCO INTERNATIONAL also invests in energy and mineral development projects throughout the world. In particular, POSCO INTERNATIONAL holds a 51.0% interest in a gas field project in Myanmar, where production of gas commenced in July 2013. POSCO INTERNATIONAL recognized revenue of Won 615 billion in 2023, Won 605 billion in 2024 and Won 647 billion in 2025 from the Myanmar gas field project. Natural resources development projects, while entailing higher risks than the traditional trading business, offer higher potential returns. POSCO INTERNATIONAL intends to continue to expand its operations by carefully seeking out promising energy development projects abroad.

Power Generation Activities. POSCO INTERNATIONAL acquired the power generation business of POSCO Energy through its merger into POSCO INTERNATIONAL on January 1, 2023. POSCO INTERNATIONAL operates power generation facilities in Korea and Southeast Asia, including LNG combined cycle power plants. As of December 31, 2025, POSCO INTERNATIONAL’s total power generation capacity of its LNG combined cycle power plants was approximately 3,412 megawatts. As of such date, POSCO INTERNATIONAL’s total power generation capacity of its renewable solar energy facilities was approximately 15 megawatts and its onshore wind power energy facilities was approximately 63 megawatts.

POSCO INTERNATIONAL also operates an LNG receiving terminal with an aggregate capacity to process approximately 6.0 million tons of LNG annually in Gwangyang as of December 31, 2025. In addition, POSCO INTERNATIONAL participates in LNG trading, LNG tank rental services and LNG ship trial operations in order to achieve maximum operational efficiency of our LNG terminal.

POSCO INTERNATIONAL also engages in fuel cell facility installation and operation services, as well as selectively seeks opportunities to expand into solar, wind and other renewable energy businesses in order to become an integrated provider of energy solutions.

Competition

POSCO INTERNATIONAL competes principally with other Korean general trading companies that are affiliated with major domestic business groups, as well as global trading companies based in other countries. In the domestic market, competition for export transactions on behalf of domestic suppliers and import transactions on behalf of domestic purchasers was limited, as most affiliated general trading companies of large Korean business groups generally relied on affiliate transactions for the bulk of their trading business. However, in recent years, many of these Korean general trading companies have reduced their reliance on their affiliated business group and transactions carried out on behalf of their member companies and instead have generally evolved to focus on segments of the import and export markets in which they have a competitive advantage. As a result, competition among

Korean general trading companies in the area of traditional trade has become more intense. POSCO INTERNATIONAL’s principal competitors in the overseas trading markets include Korean trading companies that operate in various international markets, as well as foreign trading companies, particularly those based in Japan. As POSCO INTERNATIONAL diversifies into businesses other than traditional trading such as natural resources development, it also increasingly competes with other Korean and international companies involved in these businesses. POSCO INTERNATIONAL’s power generation business competes principally with private-sector power generation companies in Korea that are affiliated with major domestic business groups, including SK Innovation Co., Ltd. and GS EPS Co., Ltd.

Construction Segment

POSCO E&C is one of the leading engineering and construction companies in Korea, primarily engaged in the planning, design and construction of industrial plants and architectural works and civil engineering projects. In particular, POSCO E&C has established itself as one of the premier engineering and construction companies in Korea through:

•

its strong and stable customer base; and

•

its cutting-edge technological expertise obtained from construction of advanced integrated steel plants, as well as participation in numerous modernization and rationalization projects at our Pohang Works and Gwangyang Works.

Leveraging its technical know-how and track record of building some of the leading industrial complexes in Korea, POSCO E&C has also focused on diversifying its operations into construction of high-end apartment complexes and participating in a wider range of architectural works and civil engineering projects, as well as engaging in urban planning and development projects and expanding its operations abroad. In September 2015, we completed the sale of a 38.0% interest in POSCO E&C to Public Investment Fund (“PIF”), a sovereign wealth fund in Saudi Arabia, for US$1.05 billion. In connection with the sale, POSCO E&C and PIF agreed to jointly explore additional business opportunities in Saudi Arabia, including participating in various infrastructure projects sponsored by the Saudi Arabian government.

POSCO E&C also has substantial experience in the energy field obtained from the construction of various power plants for member companies of the POSCO Group, specializing primarily in engineering and construction of LNG-fired thermal power plants. In response to increasing demand from the energy industry, POSCO E&C plans to continue to target opportunities in power plant construction, especially in Asia and Africa, which it believes offers significant growth potential.

Competition

Competition in the construction industry is based primarily on price, reputation for quality, reliability, punctuality and financial strength of contractors. In Korea, POSCO E&C’s main competition in the construction of residential and non-residential buildings, EPC projects, urban planning and development projects and civil works projects consists of approximately ten major domestic construction companies, all of which are member companies of other large business groups in Korea and are capable of undertaking larger-scale, higher-value-added projects that offer greater potential returns. A series of measures introduced by the Government over the past few years to regulate housing prices in Korea, as well as an increasing popularity of low-bid contracts in civil works project mandates, have contributed to increased competition in the Korean construction industry in recent years. In the overseas markets, POSCO E&C faces competition from local construction companies and other major Korean construction companies with overseas operations, as well as international construction companies from other countries.

Logistics and Others Segment

POSCO DX. POSCO DX provides a wide range of information technology and operational technology services. In particular, POSCO DX has expertise in providing services to address the evolving needs of manufacturing companies arising from the convergence of information technology and operational technology.

POSCO DX’s information technology services primarily consist of buildout and management of information technology infrastructure, including manufacturing execution systems, supply chain management systems, and enterprise resource planning systems. POSCO DX also serves as a managed service provider for the operation of cloud data centers on behalf of its clients, and provides other smart technology services including smart CCTV and smart home solutions.

POSCO DX’s operational technology services primarily relate to automation of factory equipment and manufacturing processes and provision of energy efficiency solutions. POSCO DX also provides system engineering services targeting specific areas of operational processes, including automation of logistical operations and buildout and management of pollutant monitoring systems and intelligent transportation systems. For example, POSCO DX implemented a baggage handling system that is a comprehensive logistics system that automatically classifies and transports passenger baggage to the boarding aircraft at Incheon International Airport. In addition, POSCO DX utilizes digital twin, a convergence technology that replicates a real-world object in a virtual environment, to improve decision-making and optimize processes. POSCO DX also provides industrial robot automation services ranging from consulting, design, construction and operation relating to robot applications based on software technology.

POSCO FLOW. POSCO FLOW provides a wide range of integrated logistics services. It engages in the operation of central terminal systems for transportation, storage and processing of raw materials. POSCO FLOW also offers optimized logistics solutions for a wide range of products including steel products, industrial parts, grains, natural gas and construction equipment and materials.

Competition. POSCO DX competes principally with system integration service providers in Korea that are affiliated with major domestic business groups, including Samsung SDS Co., Ltd., LG CNS Co., Ltd. and SK Inc. AX. POSCO FLOW competes principally with logistics service providers in Korea that are affiliated with major domestic business groups, including Hyundai Glovis Co., Ltd., Samsung SDS Co., Ltd. and LX Pantos Co., Ltd.

Rechargeable Battery Materials Segment

POSCO Future M

POSCO Future M manufactures cathode and anode materials, which are two of the main components of rechargeable batteries. POSCO Future M sells such materials primarily to Korea’s leading electric vehicle battery manufacturers such as LG Energy Solution, Ltd., Samsung SDI Co., Ltd. and SK On Co., Ltd., as well as to their joint ventures with global automotive manufacturers.

POSCO Future M also manufactures quicklime and refractories used in steel manufacturing processes and other industrial applications as well as a wide range of chemical products such as coal tar and light oil. Quicklime is a widely used chemical component in a variety of industries. In the steel industry, a major use of quicklime is to remove impurities in the basic oxygen steelmaking process. Refractories are materials that are resistant to high temperature, used predominantly as furnace linings for elevated temperature materials processing and other applications in which thermomechanical properties are critical.

The following table sets forth a breakdown of POSCO Future M’s total consolidated revenue by major product categories for the periods indicated:


	For the Year Ended December 31,
Products	2023				2024				2025
	(in billions of Won, except percentages)
Energy materials (including battery materials)	W	3,362	70.6	%	W	2,340	63.3	%	W	1,574	53.6	%
Quicklime and other chemical products		857	18.0			853	23.0			859	29.2
Refractories		541	11.4			507	13.7			505	17.2

Total revenue	W	4,760	100.0	%	W	3,700	100.0	%	W	2,938	100.0	%

Competition. In the energy materials market, POSCO Future M competes with other global leading manufacturers of cathode and anode materials, including LG Chemical Co., Ltd. and Ecopro BM Co., Ltd. In its legacy business areas of refractories and lime chemicals, POSCO Future M competes principally with Chosun Refractories ENG Co., Ltd. and Korea Refractories Co., Ltd.

Investments in Lithium Hydroxide and Lithium Carbonate Production Projects

Through investments made by POSCO HOLDINGS INC., we engage in natural resources development and production projects for lithium hydroxide and lithium carbonate, which are key materials for the production of cathode materials.

POSCO Argentina. In 2018, POSCO Argentina, a wholly owned subsidiary of POSCO HOLDINGS INC., acquired a salt lake located in Salta and Catamarca provinces of Argentina. In October 2024, POSCO Argentina completed stage one of its construction of a commercialization plant adjacent to the lake for the production of lithium hydroxide.

As of December 31, 2025, the construction schedule and related costs of the project were as follows:


Project	Expected Completion Date	Total Cost of Project		Estimated Remaining Cost of Completion as of December 31, 2025
		(In billions of Won)
Construction of salt water lithium commercialization plant – stage two	October 2026	W	1,369	W	214

Upon completion of both stages, the commercialization plant is expected to have an annual production capacity of 25 thousand tons of lithium hydroxide and 23 thousand tons of lithium carbonate.

POSCO Pilbara Lithium Solution. In 2018, we acquired a 2.74% stake in PLS Group Limited (“PLS”) and secured off-taking of spodumene mineral from the Pilgangoora Project, which is located 120 kilometers from Port Hedland in Western Australia’s resource-rich Pilbara region. POSCO Pilbara Lithium Solution, a joint venture with PLS in which POSCO HOLDINGS INC. holds a 82% interest, completed construction of a commercialization plant in Yulchon industrial complex in Gwangyang for the production of lithium hydroxide in November 2024. The facility has a total annual capacity of 43 thousand tons of lithium hydroxide, comprising two plants with a capacity of 21.5 thousand tons each.

Others Segment

Our Others Segment includes POSCO HOLDINGS INC. and all other entities which fall below the reporting thresholds. POSCO HOLDINGS INC. actively explores diversification opportunities in promising business areas.

Insurance

We maintain property insurance for our property, plant and equipment that we believe to be consistent with market practice in Korea.

Government Regulations

Pursuant to the Monopoly Regulation and Fair Trade Act of Korea, we, as a non-financial holding company, are required to maintain the shareholding ratio of our subsidiaries above a certain threshold (i.e., 30% in case of a public company and 50% in case of a private company) and are also required to maintain our liabilities-to-equity ratio below 200%. In addition, we may not own the shares of any Korean companies that are not our affiliates in excess of 5% of the total outstanding shares of such company (except under certain exempted cases) nor control any Korean financial institutions or insurance companies. We are also required to annually report to the Korea Fair Trade Commission whether we have complied with such restrictive requirements. In the event we breach such obligations, we will be subject to criminal penalty.

Item 4.C. Organizational Structure

The following table sets out the jurisdiction of incorporation and our ownership interests of our significant subsidiaries as of December 31, 2025:


Name	Jurisdiction of Incorporation	Percentage of Ownership
POSCO	Korea		100.0	%
POSCO INTERNATIONAL Corporation	Korea		73.0	%
POSCO Eco & Challenge Co., Ltd	Korea		52.8	%
POSCO DX Co., Ltd.	Korea		65.5	%
POSCO Future M Co., Ltd.	Korea		58.2	%
POSCO (Zhangjiagang) Stainless Steel Co., Ltd.⁽¹⁾	China		82.5	%

(1)	POSCO HOLDINGS INC. holds a 58.6% interest and POSCO-China holds a 23.9% interest. We resolved to sell our equity interest in POSCO (Zhangjiagang) Stainless Steel Co., Ltd. at the meeting of the board of directors held in July 2025.

Item 4.D.

Property, Plants and Equipment

Overview

Our consolidated subsidiaries operate various production facilities in Korea and abroad. See Note 14 to the Consolidated Financial Statements. We may increase our production capacity in the future when we increase our capacity as part of our facilities expansion or as a result of continued modernization and rationalization of our existing facilities. For a discussion of major items of our capital expenditures currently in progress, see “Item 5. Operating and Financial Review and Prospects — Item 5.B. Liquidity and Capital Resources — Liquidity — Capital Expenditures and Capital Expansion.”

We are vigorous in our efforts to engage in environmentally responsible management of, and to protect the environment from damage resulting from, our operations. We also establish and monitor decarbonization targets, focusing on energy efficiency and the reduction of key environmental emissions, while operating in compliance with applicable environmental laws and permit requirements. POSCO’s levels of pollution control are higher than those mandated by Government standards. POSCO utilizes pollution control facilities to minimize air emissions, outsource wastewater treatment to licensed contractors and conduct periodic and IoT-based monitoring of emission sources in accordance with regulatory standards. POSCO also established an online environmental monitoring system with real-time feedback on pollutant levels and a forecast system of pollutant concentration in surrounding areas. In addition, POSCO undergoes periodic environmental inspections by both internal and external inspectors in accordance with ISO 14001 standards to monitor execution and

maintenance of its environmental management plan. POSCO also operates a certification program targeting its suppliers, pursuant to which they are encouraged to establish environmental management systems of their own.

Steel Segment

POSCO’s principal properties are Pohang Works, which is located at Youngil Bay on the southeastern coast of Korea, and Gwangyang Works, which is located in Gwangyang in the southwestern region of Korea. POSCO also maintains and operates production properties abroad, including plants operated by PT. KRAKATAU POSCO in Indonesia and POSCO YAMATO VINA in Vietnam. POSCO (Zhangjiagang), our consolidated subsidiary, also operates production properties in Zhangjiagang, China for the production of stainless steel products. For a discussion of such operations, see “Item 4. Information on the Company — Item 4.B. Business Overview — Steel Segment — Steel Making Operations Located Outside Korea.”

Infrastructure Business

POSCO INTERNATIONAL’s principal properties are LNG combined cycle power generation facilities located in Incheon and LNG terminal facilities located in Gwangyang.

Rechargeable Battery Materials Segment

POSCO Future M’s principal properties are (i) plants for the production of cathode materials located in Korea (Gwangyang and Pohang), Quebec, Canada and Tongxiang, China, (ii) plants for the production of anode materials located in Sejong and Pohang, (iii) plants for the production of quicklime located in Korea (Gwangyang and Pohang) and Banten, Indonesia, and (iv) plants for the production of refractories located in Pohang, Korea and Jiangsu Province, China.

Steel Production Facilities in Korea

Pohang Works

Construction of Pohang Works began in 1970 and ended in 1983. Pohang Works produces a wide variety of steel products. Products produced at Pohang Works include hot rolled sheets, plates, wire rods and cold rolled sheets, as well as specialty steel products such as stainless steel sheets and silicon steel sheets. These products can also be customized to meet the specifications of our customers.

Situated on a site of 8.9 million square meters at Youngil Bay on the southeastern coast of Korea, Pohang Works consists of iron-making, crude steelmaking and continuous casting and other rolling facilities. Pohang Works also has docking facilities capable of accommodating large ships for unloading raw materials, storage areas for raw materials and separate docking facilities for ships carrying products for export. Pohang Works is equipped with a highly advanced computerized production-management system allowing constant monitoring and control of the production process.

Gwangyang Works

Construction of Gwangyang Works began in 1985 and ended in 1992. Gwangyang Works specializes in high-volume production of a limited number of steel products. Products manufactured at Gwangyang Works include both hot and cold rolled types.

Situated on a site of 13.7 million square meters reclaimed from the sea in Gwangyang in the southwestern region of Korea, Gwangyang Works is comprised of iron-making plants, steelmaking plants, continuous casting plants, hot strip mills and thin-slab hot rolling plants. The site also features docking and unloading facilities for raw materials capable of accommodating large ships for unloading raw materials, storage areas for raw materials and separate docking facilities for ships carrying products for export.

We believe Gwangyang Works is one of the most technologically-advanced integrated steel facilities in the world. Gwangyang Works has a completely automated, linear production system that enables the whole production process, from iron-making to finished products, to take place without interruption. Like Pohang Works, Gwangyang Works is equipped with a highly advanced computerized production-management system allowing constant monitoring and control of the production process.

Capacity Utilization Rates

The following table sets out the aggregate capacity utilization rates of Pohang Works and Gwangyang Works for the periods indicated.


	As of or for the Year Ended December 31,
	2023	2024	2025
Crude steel production capacity for the year (million tons per year)	40.68	40.46	39.81
Actual crude steel output (million tons)	35.68	35.05	34.54
Capacity utilization rate (%) ⁽¹⁾	87.7%	86.6%	86.8%

(1)	Calculated by dividing actual crude steel output by the actual crude steel production capacity for the relevant period as determined by us.

Steel Production Facilities Abroad

PT. KRAKATAU POSCO

The following table sets out PT. KRAKATAU POSCO’s capacity utilization rates for the periods indicated.


	As of or for the Year Ended December 31,
	2023	2024	2025
Crude steel production capacity for the year (million tons per year)	3.00	2.97	2.95
Actual crude steel output (million tons)	3.01	2.98	2.93
Capacity utilization rate (%) ⁽¹⁾	100.5%	100.3%	99.4%

(1)	Calculated by dividing actual crude steel output by the actual crude steel production capacity for the relevant period as determined by us.

POSCO (Zhangjiagang)

The following table sets out POSCO (Zhangjiagang)’s capacity utilization rates for the periods indicated.


	As of or for the Year Ended December 31,
	2023	2024	2025
Crude steel production capacity for the year (million tons per year)	1.10	1.10	1.10
Actual crude steel output (million tons)	0.84	0.77	0.72
Capacity utilization rate (%) ⁽¹⁾	76.3%	69.8%	65.7%

(1)	Calculated by dividing actual crude steel output by the actual crude steel production capacity for the relevant period as determined by us.

POSCO YAMATO VINA

The following table sets out POSCO YAMATO VINA’s capacity utilization rates for the periods indicated.


	As of or for the Year Ended December 31,
	2023	2024	2025
Crude steel production capacity for the year (million tons per year)	0.55	0.55	0.55
Actual crude steel output (million tons)	0.42	0.49	0.45
Capacity utilization rate (%) ⁽¹⁾	75.5%	88.2%	81.8%

(1)	Calculated by dividing actual crude steel output by the actual crude steel production capacity for the relevant period as determined by us.

Item 4A. Unresolved Staff Comments

We do not have any unresolved comments from the Securities and Exchange Commission staff regarding our periodic reports under the Exchange Act of 1934.

Item 5. Operating and Financial Review and Prospects

Item 5.A. Operating Results

The following discussion and analysis is based on our Consolidated Financial Statements, which have been prepared in accordance with IFRS as issued by the IASB. Unless otherwise noted, the amounts included in Item 5.A. are presented on a consolidated basis.

Overview

We have six reportable segments as follows:

•

Steel Segment. Our Steel Segment includes the production and sale of steel products.

•

Infrastructure Business. Our Infrastructure Business includes our businesses related to provision of infrastructure and related services. Such business is divided into three segments as follows:

Construction Segment. The Construction Segment of our Infrastructure Business consists primarily of POSCO E&C’s planning, designing and construction of industrial plants, civil engineering projects and commercial and residential buildings, both in Korea and overseas.

•

Factors Affecting Our Results of Operations and Financial Condition

One of the major factors contributing to our historical performance has been the growth of the Korean economy, and our future performance will depend at least in part on Korea’s general economic growth and prospects. For a description of recent developments that have had and may continue to have an adverse effect on our results of operations and financial condition, see “Item 3. Key Information — Item 3.D. Risk Factors — Korea and the rest of Asia are our most important markets, and our current business and future growth could be materially and adversely affected if economic conditions in the region deteriorate.” A number of other factors have had or are expected to have a material impact on our results of operations, financial condition and capital expenditures. These factors include:

•

our sales volume, unit prices and product mix for steel products;

•

costs and production efficiency; and

•

exchange rate fluctuations.

As a result of these factors, our financial results in the past may not be indicative of future results or trends in those results.

Sales Volume, Unit Prices and Product Mix for Steel Products

In recent years, our net sales have been affected by the following factors relating to our steel business:

•

the demand for our products in the Korean market and our capacity to meet that demand;

•

our ability to compete for sales in the export market, including due to tariffs imposed on our export products;

•

price levels; and

•

our ability to improve our product mix.

Domestic demand for our products is affected by the condition of major steel-consuming industries, such as construction, shipbuilding, automotive, electrical appliances and downstream steel processors, and the Korean economy in general.

In 2024, the unit sales price in Won for each of our principal product lines of steel products decreased compared to 2023 primarily due to continued weakness in global economic conditions. The weighted average unit price for our principal product lines of steel products decreased by 4.3% from

2023 to 2024, the impact of which was offset in part by the depreciation in the average value of the Won against the U.S. dollar in 2024 compared to 2023 that increased our export prices in Won terms. The Market Average Exchange Rate depreciated from an average of Won 1,305.4 to US$1.00 in 2023 to an average of Won 1,364.0 to US$1.00 in 2024.

The unit sales price of plates, which accounted for 16.1% of total sales volume of our principal steel products, decreased by 9.8% in 2024 compared to 2023. The unit sales price of silicon steel sheets, which accounted for 2.1% of total sales volume of such products, decreased by 8.9% in 2024 compared to 2023. The unit sales price of stainless steel products, which accounted for 8.6% of total sales volume of such products, decreased by 6.5% in 2024 compared to 2023. The unit sales price of hot rolled products, which accounted for 32.5% of total sales volume of such products, decreased by 3.8% in 2024 compared to 2023. The unit sales price of cold rolled products, which accounted for 35.4% of total sales volume of such products, decreased by 3.1% in 2024 compared to 2023. The unit sales price of wire rods, which accounted for 5.2% of total sales volume of such products, decreased by 1.2% in 2024 compared to 2023.

In 2025, the unit sales price in Won for each of our principal product lines of steel products decreased compared to 2024 primarily due to continued weakness in global economic conditions. The weighted average unit price for our principal product lines of steel products decreased by 4.8% from 2024 to 2025, the impact of which was offset in part by the depreciation in the average value of the Won against the U.S. dollar in 2025 compared to 2024 that increased our export prices in Won terms. The Market Average Exchange Rate depreciated from an average of Won 1,364.0 to US$1.00 in 2024 to an average of Won 1,422.2 to US$1.00 in 2025.

The unit sales price of hot rolled products, which accounted for 33.1% of total sales volume of such products, decreased by 8.1% in 2025 compared to 2024. The unit sales price of silicon steel sheets, which accounted for 2.2% of total sales volume of such products, decreased by 4.6% in 2025 compared to 2024. The unit sales price of cold rolled products, which accounted for 36.4% of total sales volume of such products, decreased by 4.1% in 2025 compared to 2024. The unit sales price of plates, which accounted for 15.6% of total sales volume of our principal steel products, decreased by 3.2% in 2025 compared to 2024. The unit sales price of stainless steel products, which accounted for 8.2% of total sales volume of such products, decreased by 1.0% in 2025 compared to 2024. The unit sales price of wire rods, which accounted for 4.5% of total sales volume of such products, decreased by 0.6% in 2025 compared to 2024.

The table below sets out the average unit sales prices for our semi-finished and finished steel products produced by us and directly sold to external customers for the periods indicated.


	For the Year Ended December 31,
Products	2023		2024		2025
	(In thousands of Won per ton)
Cold rolled products	W	1,218	W	1,180	W	1,132
Hot rolled products		935		900		827
Stainless steel products		3,192		2,985		2,955
Plates		1,056		953		922
Wire rods		1,112		1,098		1,091
Silicon steel sheets		2,030		1,848		1,764

Average ⁽¹⁾	W	1,273	W	1,218	W	1,159

(1)

“Average” prices are based on the weighted average, by sales volume, of our sales for the listed principal products produced by us and directly sold to external customers. See “Item 4. Information on the Company — Item 4.B. Business Overview — Steel Segment — Major Products.” The average unit sales price calculation does not include sales results of steel products categorized as “others.”

Costs and Production Efficiency

Our major costs and operating expenses are raw material purchases, depreciation, labor and other purchases. The table below sets out our cost of sales and selling and administrative expenses as a percentage of our revenue as well as gross profit margin and operating profit margin for the periods indicated.


	For the Year Ended December 31,
	2023			2024			2025
	(Percentage of revenue)
Cost of sales		91.7	%		92.5	%		92.6	%
Selling and administrative expenses		3.7			4.4			4.8
Gross profit margin ⁽¹⁾		8.3			7.5			7.4
Operating profit margin ⁽²⁾		3.6			2.0			2.1

(1)	Ratio of gross profit to revenue.

(2)	Ratio of operating profit to revenue.

We are closely monitoring changes in market conditions and we implemented the following measures in recent years to improve our profit margins:

•

pursuing cost reduction through enhancing product designs, improving productivity and reducing fixed costs;

•

focusing on marketing activities to increase the sales of higher margin, higher value-added products and to strengthen our domestic market position;

•

pursuing synergies among member companies of the POSCO Group through corporate restructurings; and

•

establishing a special sales committee to more effectively respond to changes in market trends and preparing responses to various scenarios of future sales.

Production capacity represents our maximum production capacity that can be achieved with an optimal level of operations of our facilities. The table below sets out certain information regarding our production capacity and efficiency in the production of steel products for the periods indicated.


	For the Year Ended December 31,
	2023			2024			2025
Crude steel production capacity (million tons per year)		45.3			45.1			44.5
POSCO		40.7			40.5			39.8
PT. KRAKATAU POSCO		3.0			3.0			3.0
POSCO (Zhangjiagang)		1.1			1.1			1.1
POSCO YAMATO VINA		0.6			0.6			0.6
Actual crude steel output (million tons)		39.9			39.3			38.6
POSCO		35.7			35.0			34.5
PT. KRAKATAU POSCO		3.0			3.0			2.9
POSCO (Zhangjiagang)		0.8			0.8			0.7
POSCO YAMATO VINA		0.4			0.5			0.5
Capacity utilization rate (%)		88.1	%		87.1	%		87.0	%
POSCO		87.7	%		86.6	%		86.8	%
PT. KRAKATAU POSCO		100.5	%		100.3	%		99.4	%
POSCO (Zhangjiagang)		76.3	%		69.8	%		65.7	%
POSCO YAMATO VINA		75.5	%		88.2	%		81.8	%

Exchange Rate Fluctuations

Our consolidated financial statements are prepared from our local currency denominated financial results, assets and liabilities and our subsidiaries around the world, which are then translated

into Won. A substantial proportion of our consolidated financial results is accounted for in currencies other than the Won. Accordingly, our consolidated financial results and assets and liabilities may be materially affected by changes in the exchange rates of foreign currencies. In 2025, 61.7% of the Steel Segment’s total revenue was in overseas markets outside of Korea. To the extent that we incur costs in one currency and make sales in another, our profit margins may be affected by changes in the exchange rates between the two currencies. Since the currency in which sales are recognized may not be the same as the currency in which expenses are incurred, foreign exchange rate fluctuations may materially affect our results of operations. Depreciation of the Won may materially affect the results of our operations because, among other things, it causes:

•

an increase in the amount of Won required for us to make interest and principal payments on our foreign currency-denominated debt;

•

foreign exchange translation losses on foreign currency-denominated liabilities, which lower our earnings for accounting purposes.

Appreciation of the Won against major currencies, on the other hand, causes:

•

our export products to be less competitive by raising our prices in U.S. dollar, Yen and Yuan terms; and

•

a reduction in net sales and trade accounts and notes receivables in Won from export sales, which are primarily denominated in U.S. dollars and to a lesser extent in Yen and Yuan.

The overall net impact from fluctuations of the Won against major currencies is difficult to estimate and varies from year to year. We strive to naturally offset our foreign exchange risk by matching foreign currency receivables with our foreign currency payables and our overseas subsidiaries have sought to further mitigate the adverse impact of exchange rate fluctuations by conducting business transactions in the local currency of the respective market in which the transactions occur. In particular, POSCO INTERNATIONAL’s exposure to fluctuations in exchange rates, including the Won/U.S. dollar exchange rate, is limited because trading transactions typically involve matched purchase and sale contracts, which result in limited settlement exposure, and because POSCO INTERNATIONAL’s contracts with domestic suppliers of products for export and with domestic purchasers of imported products are generally denominated in U.S. dollars. Although the impact of exchange rate fluctuations is partially mitigated by such strategies, we and our subsidiaries, particularly POSCO INTERNATIONAL and POSCO E&C, also periodically enter into derivative contracts, primarily foreign currency swaps and forward exchange contracts, to further hedge some of our foreign exchange risks. However, our results of operations have historically been affected by exchange rate fluctuations and there can be no assurance that such strategies will be sufficient to reduce or eliminate the adverse impact of such fluctuations in the future.

Recent Accounting Changes

For a discussion of new standards, interpretations and amendments to existing standards that have been published, see Note 2 to the Consolidated Financial Statements.

Explanatory Note Regarding Presentation of Certain Financial Information under K-IFRS

In addition to preparing consolidated financial statements in accordance with IFRS as issued by the IASB included in this Annual Report on Form 20-F, we also prepare consolidated financial statements in accordance with K-IFRS as adopted by the Korea Accounting Standards Board, which we are required to file with the Financial Services Commission and the Korea Exchange under the FSCMA.

K-IFRS differs in certain respects from IFRS as issued by the IASB in the presentation of operating profit. In addition, under K-IFRS, revenue from the development and sale of real estate is recognized using the percentage of completion method. However, under IFRS as issued by the IASB, revenue from the development and sale of certain real estate is recognized when an individual unit of residential real estate is delivered to the buyer. As a result, our consolidated statements of comprehensive income and our consolidated statements of financial position prepared in accordance with IFRS as issued by the IASB included in this Annual Report on Form 20-F differ from our consolidated statements of comprehensive income and consolidated statements of financial position prepared in accordance with K-IFRS.

The table below sets forth a reconciliation of our operating profit and profit as presented in our consolidated statements of comprehensive income prepared in accordance with IFRS as issued by the IASB for each of the years ended December 31, 2023, 2024 and 2025 to our operating profit and profit in our consolidated statements of comprehensive income prepared in accordance with K-IFRS, for each of the corresponding years, taking into account such differences:


	For the Year Ended December 31,
	2023			2024			2025
	(In billions of Won)
Operating profit under IFRS as issued by the IASB	W	2,738		W	1,452		W	1,477
Additions:
Other bad debt expenses		291			69			53
Loss on disposals of assets held for sale		103			34			13
Loss on disposals of investments in subsidiaries, associates and joint ventures		18			73			13
Loss on disposals of property, plant and equipment		126			85			90
Impairment loss on property, plant and equipment		276			608			136
Impairment loss on intangible assets		130			48			52
Loss on valuation of firm commitment		47			40			28
Idle tangible asset expenses		4			3			6
Increase to provisions		38			85			56
Donations		67			75			90
Miscellaneous expenses and others		94			63			91

Total		1,196			1,184			627

Deductions:
Recovery of allowance for other bad debt expenses		(8	)		(18	)		(19	)
Gain on disposals of assets held for sale		(1	)		(5	)		(54	)
Gain on disposals of investment in subsidiaries, associates and joint ventures		(197	)		(14	)		(47	)
Gain on disposals of property, plant and equipment		(9	)		(27	)		(16	)
Gain on valuation of firm commitment		(11	)		(47	)		(42	)
Reversal of other provisions		(9	)		(16	)		(8	)
Gain on insurance claim		(13	)		(158	)		(20	)
Gain on bargain purchases		(41	)		—			—
Gain on disposal of emission rights		(26	)		(0	)		(0	)
Miscellaneous income and others		(86	)		(103	)		(100	)

Total		(402	)		(387	)		(306	)

Revenue recognition related to development and sale of real estate		71			(771	)		108
Cost of sales recognition related to development and sale of real estate		(71	)		696			(79	)

Operating profit under K-IFRS	W	3,531		W	2,174		W	1,827

Profit under IFRS as issued by the IASB	W	1,846		W	1,005		W	527
Adjustments related to development and sale of real estate:
Revenue		71			(771	)		108
Cost of sales		(71	)		696			(79	)
Others ⁽¹⁾		—			—			(62	)
Income tax expense		0			17			10

Profit under K-IFRS	W	1,846		W	948		W	504

(1)	Following a notification of a final administrative penalty in March 2026 in relation to the STS No. 4 steelmaking plant incident, we adjusted previously recognized provisions and related accounts accordingly.

Operating Results – 2024 Compared to 2025

The following table presents our consolidated statement of comprehensive income information and changes therein for 2024 and 2025.


							Changes
	For the Year Ended December 31,						2024 versus 2025
	2024			2025			Amount			%
	(In billions of Won)
Revenue	W	73,459		W	68,987		W	(4,472	)		(6.1	)
Cost of sales		67,971			63,850			(4,121	)		(6.1	)

Gross profit		5,488			5,137			(351	)		(6.4	)
Selling and administrative expenses:
Other administrative expenses		3,004			3,094			90			3.0
Selling expenses		235			244			9			4.0
Other operating income and expenses:
Other operating income		387			306			(81	)		(21.1	)
Other operating expenses		1,184			627			(557	)		(47.1	)

Operating profit		1,452			1,477			25			1.8
Share of profit (loss) of equity-accounted investees, net		(256	)		350			606			N.A.	⁽¹⁾
Finance income		5,212			3,222			(1,990	)		(38.2	)
Finance costs		5,081			3,910			(1,171	)		(23.0	)

Profit before income taxes		1,326			1,139			(187	)		(14.1	)
Income tax expense		321			612			291			90.7

Profit		1,005			527			(478	)		(47.6	)
Profit attributable to owners of the controlling company		1,125			691			(434	)		(38.6	)
Profit attributable to non-controlling interests		(120	)		(164	)		(44	)		36.3

(2)	N.A. means not applicable.

Revenue

The following table presents our revenue by segment and changes therein for 2024 and 2025.


							Changes
	For the Year Ended December 31,						2024 versus 2025
	2024			2025			Amount			%
	(In billions of Won)
Steel Segment:
External revenue	W	39,104		W	37,285		W	(1,819	)		(4.7	)
Internal revenue		23,097			22,114			(983	)		(4.3	)

Sub-total		62,201			59,399			(2,802	)		(4.5	)

Infrastructure Business — Trading Segment
External revenue		22,804			23,744			940			4.1
Internal revenue		20,099			18,477			(1,622	)		(8.1	)

Sub-total		42,903			42,221			(682	)		(1.6	)

Infrastructure Business — Construction Segment
External revenue		7,473			5,615			(1,858	)		(24.9	)
Internal revenue		2,357			1,613			(744	)		(31.6	)

Sub-total		9,830			7,228			(2,602	)		(26.5	)

Infrastructure Business — Logistics and Others Segment
External revenue		422			309			(113)			(26.8	)
Internal revenue		3,717			3,246			(471	)		(12.7	)

Sub-total		4,139			3,554			(585	)		(14.1	)

Rechargeable Battery Materials Segment
External revenue		2,813			2,096			(717	)		(25.5	)
Internal revenue		1,017			1,242			225			22.1

Sub-total		3,830			3,338			(492	)		(12.8	)

Others Segment:
External revenue		73			45			(28	)		(37.7	)
Internal revenue		2,038			1,455			(583	)		(28.6	)

Sub-total		2,111			1,500			(611	)		(28.9	)

Total revenue prior to consolidation adjustments		125,014			117,241			(7,773	)		(6.2	)

Consolidation adjustments		(52,326	)		(48,146	)		4,180			(8.0	)

Basis difference adjustments ⁽¹⁾		771			(108	)		(879	)		N.A.	⁽²⁾

Revenue	W	73,459		W	68,987			(4,472	)		(6.1	)

(1)

Basis difference adjustments are related to the difference in recognizing revenue and expenses of the Construction Segment of the Infrastructure Business in connection with the development and sales of certain residential real estate between the report reviewed by the chief executive officer and the consolidated financial statements. See Notes 3 and 40 to the Consolidated Financial Statements.

(2)	N.A. means not applicable.

Our revenue decreased by 6.1%, or Won 4,472 billion, from Won 73,459 billion in 2024 to Won 68,987 billion in 2025 due to decreases in external revenues of most of our segments, particularly external revenues of the Steel Segment, the Construction Segment of the Infrastructure Business and the Rechargeable Battery Materials Segment, the impact of which was offset in small part by an increase in external revenue of the Trading Segment of the Infrastructure Business. Specifically:

Steel Segment. External revenue from the Steel Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 4.7%, or Won 1,819 billion, from Won 39,104 billion in 2024 to Won 37,285 billion in 2025 due to decreases in the average unit sales price per ton of our principal steel products and the sales volume of our principal steel products. The weighted average unit sales price per ton of the principal steel products

produced by us and directly sold to external customers decreased by 4.8% from Won 1,217,705 per ton in 2024 to Won 1,159,315 per ton in 2025 primarily due to continued weakness in global economic conditions, which impact was offset in part by depreciation of the Won against the U.S. dollar in 2025 that increased our export prices in Won terms during 2025. The overall sales volume of our principal steel products decreased by 0.7%, from 29.2 million tons in 2024 to 28.9 million tons in 2025. Such factors were principally attributable to the following:

•

The unit sales price in Won of each of our principal product lines decreased from 2024 to 2025. The unit sales prices in Won of hot rolled products, silicon steel sheets, cold rolled products, plates, stainless steel products and wire rods decreased by 8.1%, 4.6%, 4.1%, 3.2%, 1.0% and 0.6%, respectively, from 2024 to 2025. For a discussion of changes in the unit sales prices of each of our principal product lines, see “— Overview — Sales Volume, Unit Prices and Product Mix” above.

•

The sales volume of wire rods, stainless steel products and plates decreased by 14.2%, 5.7% and 3.7%, respectively, from 2024 to 2025. On the other hand, the sales volume of silicon steel sheets, cold rolled products and hot rolled products increased by 2.2%, 1.9% and 1.2%, respectively, from 2024 to 2025. For a discussion of changes in the sales volume of each of our principal product lines, see “Item 4.B. Business Overview — Steel Segment — Major Products.”

Total revenue from the Steel Segment, which includes internal revenue from inter-company transactions, decreased by 4.5%, or Won 2,802 billion, from Won 62,201 billion in 2024 to Won 59,399 billion in 2025 as internal revenue from inter-company transactions decreased by 4.3%, or Won 983 billion, from Won 23,097 billion in 2024 to Won 22,114 billion in 2025 primarily due to a decrease in the sale prices of steel products sold through trading subsidiaries.

Trading Segment of the Infrastructure Business. External revenue from the Trading Segment of the Infrastructure Business, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, increased by 4.1%, or Won 940 billion, from Won 22,804 billion in 2024 to Won 23,744 billion in 2025 primarily due to increases in sales volume of steel products traded by POSCO INTERNATIONAL and the trading volume of non-steel products traded by POSCO INTERNATIONAL as well as the depreciation of the Won against the U.S. dollar in 2025 that increased our export prices in Won terms during 2025, the aggregate impact of which was offset in part by decreases in the prices of steel products traded by POSCO INTERNATIONAL.

Total revenue from the Trading Segment of the Infrastructure Business, which includes internal revenue from inter-company transactions, decreased by 1.6%, or Won 682 billion, from Won 42,903 billion in 2024 to Won 42,221 billion in 2025 as internal revenue from inter-company transactions decreased by 8.1%, or Won 1,622 billion, from Won 20,099 billion in 2024 to Won 18,477 billion in 2025 primarily due to decreases in the volume of steel products traded as inter-company transactions.

Construction Segment of the Infrastructure Business. External revenue from the Construction Segment of the Infrastructure Business, which does not include internal revenue from inter-company transactions that are eliminated during consolidation and basis difference adjustments, decreased by 24.9%, or Won 1,858 billion, from Won 7,473 billion in 2024 to Won 5,615 billion in 2025 primarily due to decreases in external revenues from plant construction projects and infrastructure projects.

Total revenue from the Construction Segment of the Infrastructure Business, which includes internal revenue from inter-company transactions, decreased by 26.5%, or Won 2,602 billion, from Won 9,830 billion in 2024 to Won 7,228 billion in 2025 as internal revenue from inter-company transactions decreased by 31.6%, or Won 744 billion, from Won 2,357 billion in 2024 to Won 1,613 billion in 2025 primarily due to decreases in the construction activities for member companies of the POSCO Group from 2024 to 2025.

Logistics and Others Segment of the Infrastructure Business. External revenue from the Logistics and Others Segment of the Infrastructure Business, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 26.8%, or Won 113 billion, from Won 422 billion in 2024 to Won 309 billion in 2025, primarily due to a decrease in revenue from automation of logistical operation services provided by POSCO DX to its external customers following general slowdowns in economic activity.

Total revenue from the Logistics and Others Segment of the Infrastructure Business, which includes internal revenue from inter-company transactions, decreased by 14.1%, or Won 585 billion, from Won 4,139 billion in 2024 to Won 3,554 billion in 2025 as internal revenue from inter-company transactions decreased by 12.7%, or Won 471 billion, from Won 3,717 billion in 2024 to Won 3,246 billion in 2025 primarily due to a decrease in logistics services following reduced capital expenditures from members companies of the POSCO group.

Rechargeable Battery Materials Segment. External revenue from the Rechargeable Battery Materials Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 25.5%, or Won 717 billion, from Won 2,813 billion in 2024 to Won 2,096 billion in 2025, primarily due to a decrease in sales of cathode and anode materials used, among others, in the production of electric batteries following a decrease in demand for electric vehicles.

Total revenue from the Rechargeable Battery Materials Segment, which includes internal revenue from inter-company transactions, decreased by 12.8%, or Won 492 billion, from Won 3,830 billion in 2024 to Won 3,338 billion in 2025 while internal revenue from inter-company transactions increased by 22.1%, or Won 225 billion, from Won 1,017 billion in 2024 to Won 1,242 billion in 2025 primarily due to increased internal sales from member companies within the Rechargeable Battery Materials Segment to POSCO Future M.

Others Segment. External revenue from the Others Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 37.7%, or Won 28 billion, from Won 73 billion in 2024 to Won 45 billion in 2025, primarily due to a decrease in dividend income following disposals of certain of our investments.

Total revenue from the Others Segment, which includes internal revenue from inter-company transactions, decreased by 28.9%, or Won 611 billion, from Won 2,111 billion in 2024 to Won 1,500 billion in 2025 as internal revenue from inter-company transactions decreased by 28.6%, or Won 583 billion, from Won 2,038 billion in 2024 to Won 1,455 billion in 2025 primarily due to a decrease in dividend payments from our subsidiaries.

Cost of Sales

Our cost of sales decreased by 6.1%, or Won 4,121 billion, from Won 67,971 billion in 2024 to Won 63,850 billion in 2025 primarily due to decreases in the average prices in Won terms of some of our key raw materials for POSCO and a decrease in production volume of finished steel products sold by us, the impact of which was partially offset by depreciation of the Won against the U.S. dollar, which increased the price of our imported raw materials in Won terms. With respect to the principal raw materials for our steel products, the average market price of coal per wet metric ton (Premium Low Vol Coking Coal, FOB Australia Index announced by Platts) decreased from US$240 in 2024 to US$188 in 2025. In addition, the average market price of iron ore per dry metric ton (Iron Ore 62% Fe, CFR China Index announced by Platts) decreased from US$109 in 2024 to US$102 in 2025.

Gross Profit

Our gross profit decreased by 6.4%, or Won 351 billion, from Won 5,488 billion in 2024 to Won 5,137 billion in 2025 primarily due to (i) a decrease in dividend income and fund investment returns of

the Others segment and (ii) a decrease in POSCO E&C’s participation in higher margin plant and infrastructure construction projects in 2025, which impact was partially offset by (iii) an increase in gross profit from POSCO reflecting cost reductions that outpaced the decrease in revenue. Our gross profit margin, which is gross profit as a percentage of revenue, decreased from 7.5% in 2024 to 7.4% in 2025.

Selling and Administrative Expenses

The following table presents a breakdown of our selling and administrative expenses and changes therein for 2024 and 2025.


					Changes
	For the Year Ended December 31,				2024 versus 2025
	2024		2025		Amount			%
	(In billions of Won)
Freight and custody expenses	W	35	W	31		(4	)		(10.2	)
Sales commissions		102		94		(8	)		(7.9	)
Sales promotion		10		11		1			8.5
Sales insurance premium		32		35		3			7.7
Contract cost		35		53		18			50.3
Others		21		21		(0	)		(0.8	)

Total selling expenses	W	235	W	245		10			4.0

Wages and salaries	W	1,212	W	1,324	W	112			9.2
Expenses related to post-employment benefits		136		101		(35	)		(26.1	)
Other employee benefits		300		305		5			1.6
Travel		48		55		7			15.3
Depreciation		174		177		3			2.1
Amortization		113		116		3			2.9
Taxes and public dues		95		100		5			5.2
Rental		45		38		(7	)		(16.7	)
Advertising		102		96		(6	)		(6.6	)
Research and development		208		195		(13	)		(5.9	)
Service fees		269		234		(35	)		(12.8	)
Bad debt expenses (reversal)		134		169		35			25.9
Others		169		184		15			9.7

Total other administrative expenses	W	3,004	W	3,094		90			3.0

Total selling and administrative expenses	W	3,239	W	3,339		100			3.1

(1)	N.A. means not applicable.

Our selling and administrative expenses increased by 3.1%, or Won 100 billion, from Won 3,239 billion in 2024 to Won 3,339 billion in 2025 primarily due to increases in wages and salaries and bad debt expenses, the impact of which was partially offset by decreases in expenses related to post-employment benefits and service fees. Such factors were principally attributable to the following:

•

Our wages and salaries increased by 9.2%, or Won 112 billion, from Won 1,212 billion in 2024 to Won 1,324 billion in 2025 primarily due to increased statutory severance payments at POSCO (Zhangjiagang).

•

Our bad debt expenses increased by 25.9%, or Won 35 billion, from Won 134 billion in 2024 to Won 169 billion in 2024 primarily due to an increase in non-performing receivables at POSCO E&C.

•

Our expenses related to post-employment benefits decreased by 26.1%, or Won 35 billion, from Won 136 billion in 2024 to Won 101 billion in 2025 primarily due to decreases in retirement benefit expenses following workforce reductions at POSCO MOBILITY SOLUTION in 2024.

•

Our service fees decreased by 12.8%, or Won 35 billion, from Won 269 billion in 2024 to Won 234 billion in 2025 primarily due to a decrease in service-related activities of POSCO INTERNATIONAL.

Other Operating Income and Expenses

The following table presents a breakdown of our other operating income and changes therein for 2024 and 2025.


					Changes
	For the Year Ended December 31,				2024 versus 2025
	2024		2025		Amount			%
	(In billions of Won)
Recovery of allowance for other bad debt expenses	W	18	W	19	W	1			2.4
Gain on disposals of assets held for sale		5		54		49			1,018.4
Gain on disposals of investments in subsidiaries, associates and joint ventures		14		47		33			232.8
Gain on disposals of property, plant and equipment		27		16		(11)			(40.5	)
Gain on valuation of firm commitment		47		42		(5)			(10.5	)
Reversal of other provisions		16		8		(8)			(48.6	)
Gain on insurance claim		158		20		(138)			(87.6	)
Miscellaneous income		90		94		4			4.1
Others		13		6		(7)			(50.7	)

Total other operating income	W	387	W	306		(81	)		(21.1	)

Our other operating income decreased by 21.1%, or Won 81 billion, from Won 387 billion in 2024 to Won 306 billion in 2025 primarily due to a decrease in gain on insurance claim, the impact of which was partially offset by increases in gain on disposals of assets held for sale and gain on disposals of investments in subsidiaries, associates and joint ventures. Such factors were principally attributable to the following:

•

Our gain on insurance claim decreased by 87.6%, or Won 138 billion, from Won 158 billion in 2024 to Won 20 billion in 2025 primarily due to significant insurance payments received in 2024 in relation to the flooding caused by Typhoon Hinnamnor at Pohang Works’ facilities in September 2022 compared to no such payments in 2025.

•

Our gain on disposals of assets held for sale increased significantly by 1,108.4%, or Won 49 billion, from Won 5 billion in 2024 to Won 54 billion in 2025 primarily due to gains on disposals related to the sale of POSCO Future M’s interest in P&O Chemical Co., Ltd in 2025.

•

Our gain on disposals of investments in subsidiaries, associates and joint ventures increased by 232.8%, or Won 33 billion, from Won 14 billion in 2024 to Won 47 billion in 2025 primarily due to gain on disposals of investment in POSCO (Suzhou) Steel Processing Center CO., LTD. in 2025.

The following table presents a breakdown of our other operating expenses and changes therein for 2024 and 2025.


					Changes
	For the Year Ended December 31,				2024 versus 2025
	2024		2025		Amount			%
	(In billions of Won)
Other bad debt expenses	W	69	W	53	W	(16	)		(22.7	)
Loss on disposals of assets held for sale		34		13		(21	)		(61.4	)
Loss on disposals of investments in subsidiaries, associates and joint ventures		73		13		(60	)		(82.5	)
Loss on disposals of property, plant and equipment		85		90		5			5.6
Impairment loss on property, plant and equipment		608		136		(472	)		(77.7	)
Impairment loss on intangible assets		48		52		4			7.6
Loss on valuation of firm commitment		40		28		(12	)		(30.5	)
Idle tangible asset expenses		3		6		3			81.1
Increase to provisions		85		56		(29	)		(34.3	)
Donations		75		90		15			20.2
Miscellaneous expenses		46		82		36			76.4
Others		18		8		(10	)		(46.6	)

Total other operating expenses	W	1,184	W	627		(557	)		(47.1	)

Our other operating expenses decreased by 47.1%, or Won 557 billion, from Won 1,184 billion in 2024 to Won 627 billion in 2025 primarily due to decreases in impairment loss on property, plant and equipment and loss on disposals of investments in subsidiaries, associates and joint ventures, the impact of which was partially offset by an increase in miscellaneous expenses. Such factors were principally attributable to the following:

•

Our impairment loss on property, plant and equipment decreased by 77.7%, or Won 472 billion, from Won 608 billion in 2024 to Won 136 billion in 2025. In 2024, such impairment loss primarily related to impairment losses on certain anode and cathode materials facilities that were in long-term idle status or that did not meet anticipated economic performance. In 2025, such impairment loss primarily related to suspensions of operations in certain of our facilities, such as Finex Plant no. 3.

•

Our loss on disposals of investments in subsidiaries, associate and joint ventures decreased by 82.5%, or Won 60 billion, from Won 73 billion in 2024 to Won 13 billion in 2025 primarily due to the disposal of POSCO International Power (PNG Lae) Ltd. in 2024.

•

Our miscellaneous expenses increased by 76.4%, or Won 36 billion, from Won 46 billion in 2024 to Won 82 billion in 2025 primarily due to administrative fines imposed on POSCO relating to facilities management and litigation-related costs incurred by POSCO INTERNATIONAL in connection with Peru Block 8.

Operating Profit

Due to the factors described above, our operating profit increased by 1.8%, or Won 25 billion, from Won 1,452 billion in 2024 to Won 1,477 billion in 2025. Our operating profit margin, which is operating profit as a percentage of revenue, increased from 2.0% in 2024 to 2.1% in 2025.

Share of Profit (Loss) of Equity-Accounted Investees

We recorded share of loss of equity-accounted investees (net) of Won 256 billion in 2024 and share of profit of equity-accounted investees (net) of Won 350 billion in 2025.

In 2024, we recognized a net loss from our proportionate share of equity-accounted investees of Won 256 billion primarily due to our share of losses of Won 266 billion from NCR LLC, Won 117 billion

from Zhejiang Huayou-POSCO ESM Co., Ltd., Won 62 billion from SNNC and Won 49 billion from HBIS-POSCO Automotive Steel Co., Ltd., the aggregate impact of which was partially offset by our share of profit of Won 203 billion from Roy Hill Holdings Pty Ltd. See Note 11 to the Consolidated Financial Statements.

In 2025, we recognized a net profit from our proportionate share of equity-accounted investees of Won 350 billion primarily due to our share of profits of Won 161 billion from Roy Hill Holdings Pty Ltd., Won 95 billion from AMCI (WA) PTY LTD., Won 57 billion from South-East Asia Gas Pipeline Company Ltd. and Won 43 billion from POSCO-NPS Niobium LLC, the aggregate impact of which was partially offset by our share of loss of Won 48 billion from HBIS-POSCO Automotive Steel Co., Ltd.. See Note 11 to the Consolidated Financial Statements.

Finance Income and Finance Costs

The following table presents a breakdown of our finance income and costs and changes therein for 2024 and 2025.


					Changes
	For the Year Ended December 31,				2024 versus 2025
	2024		2025		Amount			%
	(In billions of Won)
Interest income	W	577	W	533	W	(44	)		(7.5	)
Dividend income		77		38		(39	)		(50.5	)
Gain on foreign currency transactions		1,420		1,340		(80	)		(5.6	)
Gain on foreign currency translations		1,188		723		(465	)		(39.1	)
Gain on derivatives transactions		438		299		(139	)		(31.8	)
Gain on valuations of derivatives		899		149		(750	)		(83.4	)
Gain on disposals of financial assets at fair value through profit or loss		165		58		(107	)		(64.5	)
Gain on valuations of financial assets at fair value through profit or loss		201		74		(127	)		(63.0	)
Gain on valuations of financial liabilities at fair value through profit or loss		239		—		(239	)		(100.0	)
Others		9		8		(1	)		(16.9	)

Total finance income	W	5,212	W	3,222		(1,990	)		(38.2	)

Interest expenses	W	1,052	W	1,091	W	39			3.8
Loss on foreign currency transactions		1,448		1,354		(94	)		(6.5	)
Loss on foreign currency translations		1,900		708		(1,192	)		(62.8	)
Loss on derivatives transactions		318		435		117			37.0
Loss on valuations of derivatives		109		69		(40	)		(36.1	)
Loss on disposal of trade accounts and notes receivable		83		73		(10	)		(11.1	)
Loss on disposals of financial assets at fair value through profit or loss		28		7		(21	)		(74.4	)
Loss on valuations of financial assets at fair value through profit or loss		81		132		51			63.3
Loss on valuations of financial liabilities at fair value through profit or loss		—		1		1			N.A.	⁽¹⁾
Others		63		39		(24	)		(38.7	)

Total finance costs	W	5,081	W	3,910		(1,171	)		(23.0	)

(1)	N.A. means not applicable.

We recognized net loss on foreign currency translations of Won 713 billion in 2024 compared to net gain on foreign currency translations of Won 15 billion in 2025, as the Won depreciated against the U.S. dollar at year-end in 2024 but appreciated at year-end in 2025. In terms of the Market Average Exchange Rate, the Won depreciated against the U.S. dollar from Won 1,289.4 to US$1.00 as of December 31, 2023 to Won 1,470.0 to US$1.00 as of December 31, 2024, but appreciated to Won 1,434.9 to US$1.00 as of December 31, 2025. In addition, our net loss on foreign currency transactions decreased by 49.4%, or Won 14 billion, from Won 28 billion in 2024 to Won 14 billion, as

the average value of the Won against the U.S. dollar depreciated in 2024 and further depreciated (to a greater extent) in 2025. The Market Average Exchange Rate, which was Won 1,305.4 to US$1.00 as of December 31, 2023, depreciated during 2024 to an average of Won 1,364.0 to US$1.00 in 2024 and further depreciated during 2025 to an average of Won 1,422.2 to US$1.00 in 2024. Against such fluctuations, our net gain on valuations of derivatives decreased by 89.9%, or Won 710 billion, from Won 790 billion in 2024 to Won 80 billion in 2025, and we recognized net gain on derivatives transactions of Won 120 billion in 2024 compared to net loss on derivatives transactions of Won 137 billion in 2025.

We recognized net gain on valuations of financial assets at fair value through profit or loss of Won 121 billion in 2024 compared to net loss on valuations of financial assets at fair value through profit or loss of Won 57 billion in 2025. In 2024, we recognized such net gain primarily due to primarily due to the yields on our financial products exceeding market interest rates. In 2025, we recognized such net loss primarily due to the general decrease in interest rates in Korea in 2025.

We recognized net gain on valuations of financial liabilities at fair value through profit or loss of Won 239 billion in 2024 compared to net loss on valuations of financial liabilities at fair value through profit or loss of Won 1 billion in 2025. In 2024, we recognized a net gain as the market price of our shares into which exchangeable bonds we had issued decreased, which in turn resulted in a gain on valuation of financial liabilities. The net gain also included the effect of the early redemption of the exchangeable bonds. In 2025, we did not recognize a material gain on loss on valuation of financial liabilities at fair value through profit or loss as a result of the early redemption of exchangeable bonds in 2024.

Our interest income decreased by 7.5%, or Won 44 billion, from Won 577 billion in 2024 to Won 533 billion in 2025 primarily due to a general decrease in interest rates in Korea, which impact was partially offset by an increase in our average balance of interest-earning financial assets.

Our interest expenses increased by 3.8%, or Won 39 billion, from Won 1,052 billion in 2024 to Won 1,091 billion in 2025 primarily due to an increase in our average balance of interest-bearing liabilities.

Profit before Income Taxes

Due to the factors described above, our profit before income taxes decreased by 14.1%, or Won 187 billion, from Won 1,326 billion in 2024 to Won 1,139 billion in 2025.

The following table presents our profit and loss by segment, prior to adjusting for goodwill and corporate fair value adjustments, elimination of inter-segment losses (profits), income tax expense and basis difference, and changes therein for 2024 and 2025.


							Changes
	For the Year Ended December 31,						2024 versus 2025
	2024			2025			Amount			%
	(In billions of Won)
Steel Segment	W	691		W	1,152		W	461			66.6
Infrastructure Business — Trading Segment		537			563			26			4.8
Infrastructure Business — Construction Segment		(194	)		(565	)		(371	)		191.0
Infrastructure Business — Logistics and Others Segment		104			61			(43	)		(41.3	)
Rechargeable Battery Materials Segment		(635	)		(592	)		43			(6.7	)
Others Segment		1,596			507			(1,089	)		(68.2	)
Goodwill and corporate fair value adjustments		(65	)		(66	)		(1	)		1.8
Elimination of inter-segment profit		(1,087	)		(555	)		532			(49.0	)
Income tax expense⁽¹⁾		304			602			298			98.4

Basis difference adjustments⁽²⁾		75			32			(43	)		(57.3	)

Profit before income taxes	W	1,326		W	1,139			(187	)		(14.1	)

(1)	Income tax expense presented herein reflects amounts determined under K-IFRS for purposes of segment profit measurement and may differ from income tax expense presented in the consolidated financial statements under IFRS.

(2)

Basis difference adjustments are related to the difference in recognizing revenue and expenses, including income tax expense, of the Construction Segment of the Infrastructure Business in connection with the development and sales of certain residential real estate and other items between the report reviewed by the chief executive officer and the consolidated financial statements. See Notes 3 and 40 to the Consolidated Financial Statements.

Income Tax Expense

Our income tax expense increased by 90.7%, or Won 291 billion, from Won 321 billion in 2024 to Won 612 billion in 2025, primarily due to a significant increase in the effect of tax rate changes resulting from the amendment to Article 55 of the Korean Corporate Tax Act, which revised the corporate tax rate brackets and applicable rates. Our effective tax rate increased from 24.20% in 2024 to 53.74% in 2025. See Note 35 to the Consolidated Financial Statements.

Profit

Due to the factors described above, our profit decreased by 47.6%, or Won 478 billion, from Won 1,005 billion in 2024 to Won 527 billion in 2025. Our profit margin, which is profit as a percentage of revenue, decreased from 1.4% in 2024 to 0.8% in 2025.

Operating Results – 2023 Compared to 2024

The following table presents our consolidated statement of comprehensive income information and changes therein for 2023 and 2024.


						Changes
	For the Year Ended December 31,					2023 versus 2024
	2023		2024			Amount			%
	(In billions of Won)
Revenue	W	77,057	W	73,459			W (3,597	)		(4.7	)
Cost of sales		70,639		67,971			(2,668	)		(3.8	)

Gross profit		6,417		5,488			(929	)		(14.5	)
Selling and administrative expenses:
Other administrative expenses⁽¹⁾		2,652		3,004			353			13.3
Selling expenses		234		235			1			0.6
Other operating income and expenses:
Other operating income⁽²⁾		402		387			(15	)		(3.7	)
Other operating expenses⁽³⁾		1,196		1,184			(12	)		(1.0	)

Operating profit		2,738		1,452			(1,286	)		(47.0	)
Share of profit (loss) of equity-accounted investees, net		270		(256	)		(526	)		N.A.	⁽⁴⁾
Finance income		3,831		5,212			1,381			36.0
Finance costs		4,203		5,081			878			20.9

Profit before income taxes		2,635		1,326			(1,309	)		(49.7	)
Income tax expense		789		321			(468	)		(59.3	)

Profit		1,846		1,005			(841	)		(45.6	)
Profit attributable to owners of the controlling company		1,698		1,125			(573	)		(33.7	)
Profit attributable to non-controlling interests		148		(120	)		(268	)		N.A.	⁽⁴⁾

(1)	In 2023, includes reversal of impairment loss on trade accounts and notes receivable of Won 18 billion.

(2)	In 2023, includes recovery of allowance for other bad debt expenses of Won 8 billion.

(3)	In 2023, includes other bad debt expenses of Won 291 billion (including impairment loss on other receivables of Won 284 billion).

(4)	N.A. means not applicable.

Revenue

The following table presents our revenue by segment and changes therein for 2023 and 2024.


							Changes
	For the Year Ended December 31,						2023 versus 2024
	2023			2024			Amount			%
	(In billions of Won)
Steel Segment:
External revenue	W	40,393		W	39,104		W	(1,289	)		(3.2	)
Internal revenue		23,145			23,097			(49	)		(0.2	)

Sub-total		63,539			62,201			(1,338	)		(2.1	)

Infrastructure Business — Trading Segment
External revenue		24,034			22,804			(1,230	)		(5.1	)
Internal revenue		18,910			20,099			1,189			6.3

Sub-total		42,944			42,903			(40	)		(0.1	)

Infrastructure Business — Construction Segment
External revenue		8,301			7,473			(828	)		(10.0	)
Internal revenue		1,966			2,357			390			19.8

Sub-total		10,268			9,830			(438	)		(4.3	)

Infrastructure Business — Logistics and Others Segment
External revenue		471			422			(49)			(10.4	)
Internal revenue		3,475			3,717			242			7.0

Sub-total		3,946			4,139			193			4.9

Rechargeable Battery Materials Segment
External revenue		3,816			2,813			(1,003)			(26.3	)
Internal revenue		1,006			1,017			11			1.1

Sub-total		4,822			3,830			(992	)		(20.6	)

Others Segment:
External revenue		113			73			(40	)		(35.2	)
Internal revenue		1,450			2,038			589			40.6

Sub-total		1,562			2,111			549			35.1

Total revenue prior to consolidation adjustments		127,080			125,014			(2,066	)		(1.6	)

Consolidation adjustments		(49,953	)		(52,326	)		2,373			4.8
Basis difference adjustments⁽¹⁾		(71	)		771			842			N.A.	⁽²⁾

Revenue	W	77,057		W	73,459			(3,597	)		(4.7	)

(1)

(2)	N.A. means not applicable.

Our revenue decreased by 4.7%, or Won 3,597 billion, from Won 77,057 billion in 2023 to Won 73,459 billion in 2024 due to decreases in external revenues of each of our segments, particularly external revenues of the Steel Segment, the Trading Segment of the Infrastructure Business, the Rechargeable Battery Materials Segment and the Construction Segment of the Infrastructure Business. Specifically:

Steel Segment. External revenue from the Steel Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 3.2%, or Won 1,289 billion, from Won 40,393 billion in 2023 to Won 39,104 billion in 2024 due to a decrease in the average unit sales price per ton of our principal steel products, which was offset in part by an increase in the sales volume of our principal steel products. The weighted average unit sales price per

ton of the principal steel products produced by us and directly sold to external customers decreased by 4.3% from Won 1,272,754 per ton in 2023 to Won 1,217,705 per ton in 2024 primarily due to continued weakness in global economic conditions, which impact was offset in part by depreciation of the Won against the U.S. dollar in 2024 that increased our export prices in Won terms during 2024. On the other hand, the overall sales volume of our principal steel products increased by 1.1%, from 28.8 million tons in 2023 to 29.2 million tons in 2024. Such factors were principally attributable to the following:

•

The unit sales price in Won of each of our principal product lines decreased from 2023 to 2024. The unit sales prices in Won of plates, silicon steel sheets, stainless steel products, hot rolled products, cold rolled products and wire rods decreased by 9.8%, 8.9%, 6.5%, 3.8%, 3.1% and 1.2%, respectively, from 2023 to 2024. For a discussion of changes in the unit sales prices of each of our principal product lines, see “— Overview — Sales Volume, Unit Prices and Product Mix” above.

•

The sales volume of silicon steel sheets, cold rolled products, stainless steel products and plates increased by 19.6%, 5.7%, 2.0% and 0.6%, respectively, from 2023 to 2024. On the other hand, the sales volume of wire rods and hot rolled products decreased by 5.9% and 3.2%, respectively, from 2023 to 2024. For a discussion of changes in the sales volume of each of our principal product lines, see “Item 4.B. Business Overview — Steel Segment — Major Products.”

Total revenue from the Steel Segment, which includes internal revenue from inter-company transactions, decreased by 2.1%, or Won 1,338 billion, from Won 63,539 billion in 2023 to Won 62,201 billion in 2024 as internal revenue from inter-company transactions decreased by 0.2%, or Won 49 billion, from Won 23,145 billion in 2023 to Won 23,097 billion in 2024 primarily due to a decrease in the sale prices of steel products sold through trading subsidiaries.

Trading Segment of the Infrastructure Business. External revenue from the Trading Segment of the Infrastructure Business, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 5.1%, or Won 1,230 billion, from Won 24,034 billion in 2023 to Won 22,804 billion in 2024 primarily due to decreases in the prices of steel products traded by POSCO INTERNATIONAL and the trading volume of non-steel products traded by POSCO INTERNATIONAL reflecting deterioration in global economic conditions, the aggregate impact of which was offset in part by (i) depreciation of the Won against the U.S. dollar in 2024 that increased our export prices in Won terms during 2024 and (ii) increase in the sales volume of steel products traded by POSCO INTERNATIONAL.

Total revenue from the Trading Segment of the Infrastructure Business, which includes internal revenue from inter-company transactions, decreased by 0.1%, or Won 40 billion, from Won 42,944 billion in 2023 to Won 42,903 billion in 2024 as internal revenue from inter-company transactions increased by 6.3%, or Won 1,189 billion, from Won 18,910 billion in 2023 to Won 20,099 billion in 2024 primarily due to increases in the volume of steel products traded as inter-company transactions.

Construction Segment of the Infrastructure Business. External revenue from the Construction Segment of the Infrastructure Business, which does not include internal revenue from inter-company transactions that are eliminated during consolidation and basis difference adjustments, decreased by 10.0%, or Won 828 billion, from Won 8,301 billion in 2023 to Won 7,473 billion in 2024 primarily due to decreases in external revenues from plant construction projects and infrastructure projects.

Total revenue from the Construction Segment of the Infrastructure Business, which includes internal revenue from inter-company transactions, decreased by 4.3%, or Won 438 billion, from Won 10,268 billion in 2023 to Won 9,830 billion in 2024 as internal revenue from inter-company transactions

increased by 19.8%, or Won 390 billion, from Won 1,966 billion in 2023 to Won 2,357 billion in 2024 primarily due to an increase in the construction activities for member companies of the POSCO Group from 2023 to 2024.

Logistics and Others Segment of the Infrastructure Business. External revenue from the Logistics and Others Segment of the Infrastructure Business, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 10.4%, or Won 49 billion, from Won 471 billion in 2023 to Won 422 billion in 2024, primarily due to a decrease in revenue from automation of logistical operation services provided by POSCO DX to its external customers following general slowdowns in economic activity.

Total revenue from the Logistics and Others Segment of the Infrastructure Business, which includes internal revenue from inter-company transactions, increased by 4.9%, or Won 193 billion, from Won 3,946 billion in 2023 to Won 4,139 billion in 2024 as internal revenue from inter-company transactions increased by 7.0%, or Won 242 billion, from Won 3,475 billion in 2023 to Won 3,717 billion in 2024 primarily due to an increase in inter-company transactions as a result of the integration of the rechargeable battery related logistics activities.

Rechargeable Battery Materials Segment. External revenue from the Rechargeable Battery Materials Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 26.3%, or Won 1,003 billion, from Won 3,816 billion in 2023 to Won 2,813 billion in 2024, primarily due to a decrease in sales of cathode and anode materials used, among others, in the production of electric batteries. Global demand for electric vehicles has decreased in recent years, which in turn decreased demand for cathode and anode materials from our key customers in 2024 compared to 2023.

Total revenue from the Rechargeable Battery Materials Segment, which includes internal revenue from inter-company transactions, decreased by 20.6%, or Won 992 billion, from Won 4,822 billion in 2023 to Won 3,830 billion in 2024 as internal revenue from inter-company transactions increased by 1.1%, or Won 11 billion, from Won 1,006 billion in 2023 to Won 1,017 billion in 2024 primarily due to an increase in POSCO Future M’s revenue from sales of scrap, refractory drying and repair services to member companies of the POSCO group from 2023 to 2024.

Others Segment. External revenue from the Others Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 35.2%, or Won 40 billion, from Won 113 billion in 2023 to Won 73 billion in 2024, primarily due to a decrease in dividend income following disposals of certain of our investments in financial companies.

Total revenue from the Others Segment, which includes internal revenue from inter-company transactions, increased by 35.1%, or Won 549 billion, from Won 1,562 billion in 2023 to Won 2,111 billion in 2024 as internal revenue from inter-company transactions increased by 40.6%, or Won 589 billion, from Won 1,450 billion in 2023 to Won 2,038 billion in 2024 primarily due to an increase in dividend payments from our subsidiaries.

Cost of Sales

Our cost of sales decreased by 3.8%, or Won 2,668 billion, from Won 70,639 billion in 2023 to Won 67,971 billion in 2024 primarily due to decreases in the average prices in Won terms of some of our key raw materials for POSCO, the impact of which was partially offset by (i) depreciation of the Won against the U.S. dollar, which increased the price of our imported raw materials in Won terms and (ii) an increase in the production volume of finished steel products sold by us. With respect to the principal raw materials for our steel products, the average market price of coal per wet metric ton (Premium Low Vol Coking Coal, FOB Australia Index announced by Platts) decreased from US$296 in 2023 to US$240 in 2024. In addition, the average market price of iron ore per dry metric ton (Iron Ore 62% Fe, CFR China Index announced by Platts) decreased from US$120 in 2023 to US$109 in 2024.

Gross Profit

Our gross profit decreased by 14.5%, or Won 929 billion, from Won 6,417 billion in 2023 to Won 5,488 billion in 2024 primarily due to (i) a decrease in the average unit sales price in Won terms of the steel products sold by us that outpaced a decrease in the average prices in Won terms of the principal raw materials used to manufacture such products, (ii) a decrease in gross profit from POSCO Future M reflecting a slowdown in demand for anode materials, (iii) a decrease in POSCO E&C’s participation in higher margin plant and architectural works construction projects in 2024, and (iv) a decrease in gross profit from POSCO INTERNATIONAL’s trading activities. Our gross profit margin, which is gross profit as a percentage of revenue, decreased from 8.3% in 2023 to 7.5% in 2024.

Selling and Administrative Expenses

The following table presents a breakdown of our selling and administrative expenses and changes therein for 2023 and 2024.


						Changes
	For the Year Ended December 31,					2023 versus 2024
	2023			2024		Amount			%
	(In billions of Won)
Freight and custody expenses	W	56		W	35		(21	)		(37.8	)
Sales commissions		68			102		34			49.9
Sales promotion		10			10		0			4.0
Sales insurance premium		32			32		1			1.6
Contract cost		46			35		(11	)		(23.9	)
Others		23			21		(2	)		(7.0	)

Total selling expenses	W	234		W	235		1			0.6

Wages and salaries	W	1,156		W	1,212	W	56			4.8
Expenses related to post-employment benefits		93			136		44			47.0
Other employee benefits		273			300		27			9.9
Travel		48			48		(0	)		(0.6	)
Depreciation		160			174		14			8.6
Amortization		96			113		17			17.8
Taxes and public dues		101			95		(6	)		(5.9	)
Rental		48			45		(3	)		(5.8	)
Advertising		107			102		(5	)		(4.6	)
Research and development		175			208		32			18.5
Service fees		235			269		34			14.4
Bad debt expenses (reversal)		(18	)		134		152			N.A.	⁽¹⁾
Others		177			169		(8	)		(4.8	)

Total other administrative expenses	W	2,652		W	3,004		353			13.3

Total selling and administrative expenses	W	2,885		W	3,239		354			12.3

(1)	N.A. means not applicable.

Our selling and administrative expenses increased by 12.3%, or Won 354 billion, from Won 2,885 billion in 2023 to Won 3,239 billion in 2024 primarily due to (i) recognition of reversal of impairment loss on trade accounts and notes receivable in 2023 compared to bad debt expenses recognized on trade accounts and notes receivable in 2024 and (ii) increases in wages and salaries and expenses related to post-employment benefits, the impact of which was partially offset by a decrease in freight and custody expenses. Such factors were principally attributable to the following:

•

In 2023, we recognized reversal of impairment loss on trade accounts and notes receivable of Won 18 billion that primarily related to trading activities of POSCO INTERNATIONAL. In 2024, we recognized bad debt expenses on trade accounts and notes receivable of Won 134 billion that primarily related to construction activities of POSCO E&C.

•

Our wages and salaries increased by 4.8%, or Won 56 billion, from Won 1,156 billion in 2023 to Won 1,212 billion in 2024 primarily due to increases in wage levels.

•

Our expenses related to post-employment benefits increased by 47.0%, or Won 44 billion, from Won 93 billion in 2023 to Won 136 billion in 2024 primarily due to the implementation of voluntary retirement programs at certain of our sales subsidiaries in 2024.

•

Our freight and custody expenses decreased by 37.8%, or Won 21 billion, from Won 56 billion in 2023 to Won 35 billion in 2024 primarily due to a general decrease in freight unit shipping prices.

Other Operating Income and Expenses

The following table presents a breakdown of our other operating income and changes therein for 2023 and 2024.


					Changes
	For the Year Ended December 31,				2023 versus 2024
	2023		2024		Amount			%
	(In billions of Won)
Recovery of allowance for other bad debt expenses	W	8	W	18	W	10			136.6
Gain on disposals of investments in subsidiaries, associates and joint ventures		197		14		(183	)		(92.8	)
Gain on disposals of property, plant and equipment		9		27		17			182.7
Gain on valuation of firm commitment		11		47		35			308.0
Reversal of other provisions		9		16		7			84.6
Gain on insurance claim		13		158		144			1,101.1
Gain on bargain purchase		41		—		(41	)		(100.0	)
Gain on disposal of emission rights		26		0		(26	)		(100.0	)
Others		88		108		20			23.2

Total other operating income	W	402	W	387		(15	)		(3.7	)

Our other operating income decreased by 3.7%, or Won 15 billion, from Won 402 billion in 2023 to Won 387 billion in 2024 primarily due to decreases in gain on disposals of investments in subsidiaries, associates and joint ventures and gain on bargain purchase, the impact of which was partially offset by increases in gain on insurance claim and gain on valuation of firm commitment. Such factors were principally attributable to the following:

•

Our gain on disposals of investments in subsidiaries, associates and joint ventures decreased significantly by 92.8%, or Won 183 billion, from Won 197 billion in 2023 to Won 14 billion in 2024. In 2023, such gain related primarily to our recognition of Won 185 billion of gain on disposal of investments in associates related to reclassification of QSONE Co., Ltd. as a consolidated subsidiary following our acquisition of the remaining 50% of its shares, which had been previously classified as an investment in associates.

•

We recognized gain on bargain purchase of Won 41 billion in 2023 related to our acquisition of additional shares of QSONE Co., Ltd. as described above, compared to no such gain in 2024.

•

Our gain on insurance claim increased by 1,101.1%, or Won 144 billion, from Won 13 billion in 2023 to Won 158 billion in 2024 primarily due to significant insurance payments received in 2024 in relation to the flooding caused by Typhoon Hinnamnor at Pohang Works’ facilities in September 2022 compared to no such payments in 2023.

•

Our gain on valuation of firm commitment increased by 308.0%, or Won 35 billion, from Won 11 billion in 2023 to Won 47 billion in 2024 primarily due to increases in the prices of non-ferrous metals relating to certain of our firm commitments.

The following table presents a breakdown of our other operating expenses and changes therein for 2023 and 2024.


					Changes
	For the Year Ended December 31,				2023 versus 2024
	2023		2024		Amount			%
	(In billions of Won)
Other bad debt expenses⁽¹⁾	W	291	W	69	W	(222	)		(76.3	)
Loss on disposals of assets held for sale		103		34		(69	)		(67.2	)
Loss on disposals of investments in subsidiaries, associates and joint ventures		19		73		55			289.7
Loss on disposals of property, plant and equipment		126		85		(41	)		(32.3	)
Impairment loss on property, plant and equipment		276		608		332			120.5
Impairment loss on intangible assets		130		48		(82	)		(63.1	)
Loss on valuation of firm commitment		47		40		(7	)		(14.9	)
Idle tangible asset expenses		4		3		(1	)		(17.7	)
Increase to provisions		38		85		46			120.6
Donations		67		75		8			11.7
Others		94		63		(31	)		(32.8	)

Total other operating expenses	W	1,196	W	1,184		(12	)		(1.0	)

(1)	In 2023, includes impairment loss on other receivables of Won 284 billion.

Our other operating expenses decreased by 1.0%, or Won 12 billion, from Won 1,196 billion in 2023 to Won 1,184 billion in 2024 primarily due to decreases in other bad debt expenses, impairment loss on intangible assets and loss on disposals of assets held for sale, the impact of which was substantially offset by an increase in impairment loss on property, plant and equipment. Such factors were principally attributable to the following:

•

Our other bad debt expenses decreased by 76.3%, or Won 222 billion, from Won 291 billion in 2023 to Won 69 billion in 2024. In 2023, such impairment loss related primarily to projects of FQM Australia Nickel. In 2024, such impairment loss related primarily to loans and other accounts receivables of POSCO INTERNATIONAL, POSCO E&C and POSCO Canada Ltd.

•

Our impairment loss on intangible assets decreased by 63.1%, or Won 82 billion, from Won 130 billion in 2023 to Won 48 billion in 2024. In 2023, POSCO Canada Ltd. recognized impairment loss on intellectual property rights of Won 89 billion related to its investment-in-kind of the assets and liabilities of Greenhills Mine Unincorporated Joint Venture to a new partnership established by Teck Coal Partnership. In 2024, our impairment loss on intangible assets related primarily to impairment losses on goodwill relating to POSCO VST Co., Ltd.

•

Our loss on disposals of assets held for sale decreased by 67.2%, or Won 69 billion, from Won 103 billion in 2023 to Won 34 billion in 2024. In 2023, such loss on disposal of assets held for sale related primarily to our disposal of CSP – Compania Siderurgica do Pecem. In 2024, such loss on disposals of assets held for sale primarily related to the disposal of POSCO Canada Ltd.’s interest in the Greenhills Mine Unincorporated Joint Venture.

•

Our impairment loss on property, plant and equipment increased by 120.5%, or Won 332 billion, from Won 276 billion in 2023 to Won 608 billion in 2024. In 2023, such impairment loss primarily related to termination of operations of certain lithium production facilities located in Gwangyang and Argentina. In 2024, such impairment loss primarily related to impairment losses on certain anode and cathode materials facilities that were in long-term idle status or that did not meet anticipated economic performance.

Operating Profit

Due to the factors described above, our operating profit decreased by 47.0%, or Won 1,286 billion, from Won 2,738 billion in 2023 to Won 1,452 billion in 2024. Our operating profit margin, which is operating profit as a percentage of revenue, decreased from 3.6% in 2023 to 2.0% in 2024.

Share of Profit (Loss) of Equity-Accounted Investees

We recorded share of profit of equity-accounted investees (net) of Won 270 billion in 2023 and share of loss of equity-accounted investees (net) of Won 256 billion in 2024.

In 2023, we recognized a net gain from our proportionate share of equity-accounted investees of Won 270 billion primarily due to our share of gains of Won 292 billion from Roy Hill Holdings Pty Ltd., Won 50 billion from South-East Asia Gas Pipeline Company Ltd., Won 39 billion from AES Mong Duong Power Company Limited and Won 35 billion from POSCO-NPS Niobium LLC, the aggregate impact of which was partially offset by our share of loss of Won 112 billion of FQM Australia Holdings Pty Ltd. and Won 82 billion of SNNC. See Note 11 to the Consolidated Financial Statements.

In 2024, we recognized a net loss from our proportionate share of equity-accounted investees of Won 256 billion primarily due to our share of losses of Won 266 billion from NCR LLC, Won 117 billion from Zhejiang Huayou-POSCO ESM Co., Ltd., Won 62 billion from SNNC and Won 49 billion from HBIS-POSCO Automotive Steel Co., Ltd., the aggregate impact of which was partially offset by our share of gain of Won 203 billion from Roy Hill Holdings Pty Ltd. See Note 11 to the Consolidated Financial Statements.

Finance Income and Finance Costs

The following table presents a breakdown of our finance income and costs and changes therein for 2023 and 2024.


					Changes
	For the Year Ended December 31,				2023 versus 2024
	2023		2024		Amount			%
	(In billions of Won)
Interest income	W	502	W	577	W	75			14.9
Dividend income		50		77		27			53.4
Gain on foreign currency transactions		1,661		1,420		(241	)		(14.5	)
Gain on foreign currency translations		293		1,188		895			305.9
Gain on derivatives transactions		333		438		105			31.5
Gain on valuations of derivatives		201		899		697			346.8
Gain on disposals of financial assets at fair value through profit or loss		204		165		(39	)		(19.3	)
Gain on valuations of financial assets at fair value through profit or loss		572		201		(371	)		(64.9	)
Gain on valuations of financial liabilities at fair value through profit or loss		—		239		239			N.A.	⁽¹⁾
Others		15		9		(6	)		(38.5	)

Total finance income	W	3,831	W	5,212		1,381			36.0

Interest expenses	W	1,001	W	1,052	W	50			5.0
Loss on foreign currency transactions		1,595		1,448		(147	)		(9.2	)
Loss on foreign currency translations		706		1,900		1,195			169.2
Loss on derivatives transactions		320		318		(2	)		(0.8	)
Loss on valuations of derivatives		77		109		31			40.2
Loss on disposal of trade accounts and notes receivable		85		83		(2	)		(2.4	)
Loss on disposals of financial assets at fair value through profit or loss		13		28		15			110.0
Loss on valuations of financial assets at fair value through profit or loss		51		81		29			57.0
Loss on valuations of financial liabilities at fair value through profit or loss		306		—		306			(100.0	)
Others		48		63		15			31.9

Total finance costs	W	4,203	W	5,081		878			20.9

(1)	N.A. means not applicable.

Our net loss on foreign currency translations increased by 72.5%, or Won 300 billion, from Won 413 billion in 2023 to Won 713 billion in 2024, as the Won depreciated against the U.S. dollar at year-end in 2023 and further depreciated (to a much greater extent) at year-end in 2024. In terms of the Market Average Exchange Rate, the Won depreciated against the U.S. dollar from Won 1,267.3 to US$1.00 as of December 31, 2022 to Won 1,289.4 to US$1.00 as of December 31, 2023, and further depreciated to Won 1,470.0 to US$1.00 as of December 31, 2024. In addition, we recognized net gain on foreign currency transactions of Won 65 billion in 2023 compared to net loss on foreign currency transactions of Won 28 billion in 2024, as the average value of the Won against the U.S. dollar depreciated in 2023 and further depreciated (to a greater extent) in 2024. The Market Average Exchange Rate, which was Won 1,267.3 to US$1.00 as of December 31, 2022, depreciated during 2023 to an average of Won 1,305.4 to US$1.00 in 2023 and further depreciated during 2024 to an average of Won 1,364.0 to US$1.00 in 2024. Against such fluctuations, our net gain on valuations of derivatives increased by 538.7%, or Won 666 billion, from Won 124 billion in 2023 to Won 790 billion in 2024, and our net gain on derivatives transactions increased by 836.5%, or Won 107 billion, from Won 13 billion in 2023 to Won 120 billion in 2024.

Our net gain on valuations of financial assets at fair value through profit or loss decreased by 76.9%, or Won 400 billion, from Won 521 billion in 2023 to Won 121 billion in 2024. In 2023, we recognized such net gain as interest rates in Korea generally increased in the first half of the year before stabilizing in the second half of the year, which in turn resulted in a gain on valuation of financial assets. In 2024, such net gain decreased primarily due to a decrease in the volume of short-term financial products held.

We recognized net loss on valuations of financial liabilities at fair value through profit or loss of Won 306 billion in 2023 compared to net gain on valuations of financial liabilities at fair value through profit or loss of Won 239 billion in 2024. In 2023, we recognized such net loss as the market price of our shares into which the exchangeable bonds we had issued increased, which in turn resulted in a loss on valuation of financial liabilities. In 2024, we recognized a net gain as the market price of our shares decreased, which in turn resulted in a gain on valuation of financial liabilities.

Our interest income increased by 14.9%, or Won 75 billion, from Won 502 billion in 2023 to Won 577 billion in 2024 primarily due to an increase in our average balance of interest-earning financial assets, which impact was partially offset by a general decrease in interest rates in Korea and abroad.

Our interest expenses increased by 5.0%, or Won 50 billion, from Won 1,001 billion in 2023 to Won 1,052 billion in 2024 primarily due to re-financing of matured borrowings at higher interest rates than the original interest rates of such borrowings.

Profit before Income Taxes

Due to the factors described above, our profit before income taxes decreased by 49.7%, or Won 1,309 billion, from Won 2,635 billion in 2023 to Won 1,326 billion in 2024.


							Changes
	For the Year Ended December 31,						2023 versus 2024
	2023			2024			Amount			%
	(In billions of Won)
Steel Segment	W	1,241		W	691		W	(550	)		(44.3	)
Infrastructure Business — Trading Segment		724			537			(187	)		(25.9	)
Infrastructure Business — Construction Segment		183			(194	)		(378	)		N.A.	⁽¹⁾
Infrastructure Business — Logistics and Others Segment		171			104			(67	)		(39.2	)
Rechargeable Battery Materials Segment		(236	)		(635	)		(399	)		169.5
Others Segment		827			1,596			769			92.9
Goodwill and corporate fair value adjustments		172			(65	)		(237	)		N.A.	⁽¹⁾
Elimination of inter-segment profit		(1,238	)		(1,087	)		151			(12.2	)
Income tax expense⁽¹⁾		789			304			(486	)		(61.5	)

Basis difference adjustments⁽²⁾		0			75			75			27,483.1

Profit before income taxes	W	2,635		W	1,326			(1,309	)		(49.7	)

(1)	Income tax expense presented herein reflects amounts determined under K-IFRS for purposes of segment profit measurement and may differ from income tax expense presented in the consolidated financial statements under IFRS.

(2)

Basis difference adjustments are related to the difference in recognizing revenue and expenses, including income tax expense, of the Construction Segment of the Infrastructure Business in connection with the development and sales of certain residential real estate between the report reviewed by the chief executive officer and the consolidated financial statements. See Notes 3 and 40 to the Consolidated Financial Statements.

Income Tax Expense

Our income tax expense decreased by 59.3%, or Won 468 billion, from Won 789 billion in 2023 to Won 321 billion in 2024, primarily due to the decrease in profit before income tax. Our effective tax rate decreased from 30.0% in 2023 to 24.2% in 2024. See Note 35 to the Consolidated Financial Statements.

In 2023, our effective tax rate of 30.0% was higher than the statutory rate of 26.4% primarily due to Won 151 billion of income tax expense resulting from tax audits of us and our subsidiaries.

Profit

Due to the factors described above, our profit decreased by 45.6%, or Won 841 billion, from Won 1,846 billion in 2023 to Won 1,005 billion in 2024. Our profit margin, which is profit as a percentage of revenue, decreased from 2.4% in 2023 to 1.4% in 2024.

Item 5.B. Liquidity and Capital Resources

The following table sets forth the summary of our cash flows for the periods indicated.


	For the Year Ended December 31,
	2023			2024			2025
	(In billions of Won)
Net cash provided by operating activities	W	6,168		W	6,664		W	4,572
Net cash used in investing activities		(7,388	)		(4,487	)		(6,687	)
Net cash provided by (used in) financing activities		(179	)		(2,302	)		2,403
Effect of exchange rate fluctuation on cash held		17			222			(6	)
Net increase (decrease) in cash and cash equivalents		(1,382	)		97			282
Cash and cash equivalents at beginning of the period		8,053			6,671			6,768
Cash and cash equivalents at end of the period		6,671			6,768			7,050

Capital Requirements

Historically, uses of cash consisted principally of purchases of property, plant and equipment and other assets and repayments of outstanding debt and payments of dividends. From time to time, we also use cash for repurchases of our shares as well as investments related to our diversification efforts.

Net cash used in investing activities was Won 7,388 billion in 2023, Won 4,487 billion in 2024 and Won 6,687 billion in 2025. Our cash outflows for acquisition of property, plant and equipment were Won 6,733 billion in 2023, Won 7,670 billion in 2024 and Won 5,665 billion in 2025. We currently expect our cash outflows for acquisition of property, plant and equipment and investments in joint ventures and associates to be approximately Won 11.3 trillion in 2026, which we may adjust on an on-going basis subject to market demand for our products, the production outlook of the global steel industry and global economic conditions in general. We may delay or not implement some of our current capital expenditure plans based on our assessment of such market conditions. We had net proceeds from disposal of short-term financial instruments of Won 344 billion in 2023, Won 3,667 billion in 2024 and Won 106 billion in 2025.

In our financing activities, we used cash of Won 4,461 billion in 2023, Won 7,533 billion in 2024 and Won 5,158 billion in 2025 for repayments of borrowings. We used cash of Won 815 billion in 2023, Won 844 billion in 2024 and Won 915 billion in 2025 for payments of cash dividends. In 2023, we also used Won 340 billion for repayment of hybrid bonds. In 2024, we used cash of Won 92 billion for acquisition of treasury shares. We did not acquire any treasury shares in 2023 or 2025.

In recent years, we have also selectively considered various opportunities to acquire or invest in companies that may complement our businesses, as well as invest in overseas resources development

projects. We may require additional capital for such acquisitions or entering into other strategic relationships. Other than capital required for such activities, we anticipate that capital expenditures, repayments of outstanding debt and payments of cash dividends will represent the most significant uses of funds for the next several years.

Payments of contractual obligations and commitments will also require considerable resources. In our ordinary course of business, we routinely enter into commercial commitments for various aspects of our operations, including raw materials purchase obligations and long-term shipping service contracts, as well as issue guarantees for indebtedness of our related parties and others. For our contingent liabilities on outstanding guarantees provided by us, see Note 38 to the Consolidated Financial Statements. Our purchase obligations include supply contracts to purchase iron ore, coal, nickel, LNG and other raw materials. These contracts generally have terms of one to ten years and the long-term contracts provide for periodic price adjustments according to the market prices. As of December 31, 2025, 48 million tons of iron ore and 18 million tons of coal remained to be purchased under long-term contracts.

In addition, POSCO entered into an agreement with Tangguh LNG Consortium in Indonesia to purchase 550 thousand tons of LNG annually for 20 years commencing in August 2005. In order to compensate for a decrease in purchase volume in 2023, POSCO has agreed to purchase 120 thousand tons of LNG after completion of such 20-year term, from September 2025 to December 2026. The purchase price under the agreement with Tangguh LNG Consortium is variable based on the monthly standard oil price (as represented by the Japan Customs cleared Crude Price), subject to a ceiling.

POSCO INTERNATIONAL SINGAPORE PTE LTD. (“POSCO INTERNATIONAL SINGAPORE”) entered into a purchase agreement with Cheniere Marketing, LLC to purchase 370 thousand tons of LNG annually for 15 years commencing in November 2026, with an option to extend the agreement for five years. The purchase price is subject to adjustments based on the U.S. Henry Hub Natural Gas Spot Price. POSCO entered into an agreement to purchase such LNG from POSCO INTERNATIONAL SINGAPORE.

Capital Resources

We have traditionally met our working capital and other capital requirements principally from cash provided by operations, while raising the remainder of our requirements primarily through long-term debt and short-term borrowings. We expect that these sources will continue to be our principal sources of cash in the future. From time to time, we may also generate cash through issuance of hybrid bonds and sale of treasury shares and our holdings in available-for-sale securities.

Our net cash provided by operating activities increased by 8.0%, or Won 496 billion, from Won 6,168 billion in 2023 to Won 6,664 billion in 2024. Our profit decreased from Won 1,846 billion in 2023 to Won 1,005 billion in 2024. However, we recorded cash outflow related to increase in trade accounts and notes receivable of Won 983 billion in 2023 compared to cash inflow related to decrease in trade accounts and notes receivable of Won 1,354 billion in 2024 due to better management of our trade accounts and notes receivables. In addition, our cash used for income tax payments decreased from Won 727 billion in 2023 to Won 554 billion in 2024 and our cash generated from interest received increased from Won 448 billion in 2023 to Won 571 billion in 2024. Such positive impacts on our cash flows were partially offset by (i) cash outflow related to other current liabilities of Won 1,020 billion in 2024 compared to cash inflow related to other current liabilities of Won 15 billion in 2023 and (ii) a decrease in our cash inflow related to build up of our inventories from Won 1,313 billion in 2023 to Won 914 billion in 2024.

Our net cash provided by operating activities decreased by 31.4%, or Won 2,092 billion, from Won 6,664 billion in 2024 to Won 4,572 billion in 2025. Our profit decreased from Won 1,005 billion in 2024 to Won 527 billion in 2025. In addition, we recorded cash inflow related to decrease in trade

accounts and notes receivable of Won 1,354 billion in 2024 compared to cash outflow related to increase in trade accounts and notes receivable of Won 649 billion in 2025. Furthermore, our cash used for income tax payments increased from Won 554 billion in 2024 to Won 840 billion in 2025 and our cash generated from dividends received decreased from Won 745 billion in 2024 to Won 438 billion in 2025. Such impacts on our cash flows were partially offset by cash outflow related to other current liabilities of Won 1,020 billion in 2024 compared to cash inflow related to other current liabilities of Won 389 billion in 2025.

We had net proceeds from borrowings, after adjusting for repayments of borrowings, Won 3,356 billion in 2023, net repayment of borrowings, after adjusting for proceeds from borrowings, of Won 1,633 billion in 2024 and net proceeds from borrowings, after adjusting for repayments of borrowings, of Won 235 billion in 2025. We had net repayment of short-term borrowings, after adjusting for proceeds of short-term borrowings, of Won 2,524 billion in 2023, net repayment of short-term borrowings, after adjusting for proceeds from short-term borrowings, of Won 218 billion in 2024 and net proceeds from short-term borrowings, after adjusting for repayments of short-term borrowings, of Won 2,159 billion in 2025. Long-term borrowings, excluding current installments, were Won 15,011 billion as of December 31, 2023, Won 14,882 billion as of December 31, 2024 and Won 16,375 billion as of December 31, 2025. Total short-term borrowings and current installments of long-term borrowings were Won 10,959 billion as of December 31, 2023, Won 11,116 billion as of December 31, 2024 and Won 12,117 billion as of December 31, 2025.

We periodically increase our short-term borrowings and adjust our long-term borrowings depending on changes in our capital requirements. For the maturity profile of our borrowings, their currency denomination and interest rates, see Notes 17 and 23 to the Consolidated Financial Statements. We continually take into consideration various factors when meeting our financial requirements, including financial market conditions, specific funding needs at a given time, and hedging requirements to address our market risks such as exchange rate risk and interest rate risk. From time to time, we also generate cash from the sale of our treasury shares. Our net borrowings-to-equity ratio, which is calculated by deducting cash and cash equivalents from total borrowings and dividing the net amount by our total equity, was 32.38% as of December 31, 2023, 31.30% as of December 31, 2024 and 34.36% as of December 31, 2025.

We believe that we have sufficient working capital for our current requirements and that we have a variety of alternatives available to us to satisfy our liquidity requirements to the extent that they are not met by funds generated by operations, including the issuance of debt and equity securities and bank borrowings denominated in Won and various foreign currencies. However, our ability to rely on some of these alternatives could be affected by factors such as the liquidity of the Korean and the global financial markets, prevailing interest rates, our credit rating and the Government’s policies regarding Won currency and foreign currency borrowings. For a discussion of our use of financial instruments for hedging purposes, see “Item 11. Quantitative and Qualitative Disclosures about Market Risk.”

Liquidity

We had working capital (current assets minus current liabilities) of Won 24,264 billion as of December 31, 2023, Won 21,324 billion as of December 31, 2024 and Won 20,514 billion as of December 31, 2025. Our holdings of cash and cash equivalents (which do not include cash and cash equivalents categorized under “assets held for sale”) were Won 6,671 billion as of December 31, 2023, Won 6,768 billion as of December 31, 2024 and Won 7,050 billion as of December 31, 2025. As of December 31, 2025, we held approximately 59% of such cash and cash equivalents denominated in Won and the remainder denominated in foreign currencies. Our holdings of other receivables (current assets) and other short-term financial assets were Won 13,351 billion as of December 31, 2023, Won 10,761 billion as of December 31, 2024 and Won 10,699 billion as of December 31, 2025. As of December 31, 2025, approximately 23% of our cash and cash equivalents, other receivables and other

short-term financial assets were held outside of Korea, which we expect to use in our operations abroad, including capital expenditure activities. In the event that such assets are needed for our operations in Korea, such amounts are typically not restricted under local laws from being used in Korea. In addition, we believe that there are no material tax implications in the event our foreign subsidiaries elect to grant cash dividends to us. POSCO had total available credit lines of Won 3,000 billion as of December 31, 2025, Won 590 billion of which was used as of such date. We have not had, and do not believe that we will have, difficulty gaining access to short-term financing sufficient to meet our current requirements.

Our liquidity is affected by exchange rate fluctuations. See “— Overview — Exchange Rate Fluctuations.”

Capital Expenditures and Capacity Expansion

Our cash outflows for acquisition of property, plant and equipment were Won 6,733 billion in 2023, Won 7,670 billion in 2024 and Won 5,665 billion in 2025. We currently expect our cash outflows for acquisition of property, plant and equipment and investments in joint ventures and associates to be approximately Won 11.3 trillion in 2026, which we may adjust on an on-going basis subject to market demand for our products, the production outlook of the global steel industry and global economic conditions in general. We may delay or not implement some of our current capital expenditure plans based on our assessment of such market conditions.

Our current plan for capital investment in production facilities emphasizes capacity rationalization, increased production of higher value-added products, improvements in the efficiency of older facilities in order to reduce operating costs and construction and expansion of facilities related to our non-steel businesses. The following table sets out the major items of our capital expenditures as of December 31, 2025:


Project	Expected Completion Date	Total Cost of Project		Estimated Remaining Cost of Completion as of December 31, 2025
		(In billions of Won)
Restoration of Pohang Phase 3 coke ovens	February 2030	W	5,886	W	4,230
Construction of anode/cathode and lithium ore commercialization plant	July 2027		7,388		2,181
Construction of Gwangyang LNG terminal	May 2027		994		261

Item 5.C. Research and Development, Patents and Licenses, Etc.

We maintain research and development programs to carry out basic research and applied technology development activities. As of December 31, 2025, POSCO Technical Research Laboratories, which engages in research and development efforts primarily in the areas of advanced steel manufacturing technologies, employed 628 personnel, including 432 researchers. As of December 31, 2025, our New Experience of Technology Hub, which focuses on research and development relating to (i) artificial intelligence, (ii) raw materials for rechargeable batteries and (iii) hydrogen and other environmentally-friendly energy solutions, employed 276 personnel, including 217 researchers.

Our technology development department also works closely with the Pohang University of Science & Technology, Korea’s first research-oriented college founded by us in 1986, and the Research Institute of Industrial Science and Technology, Korea’s first private comprehensive research institute founded by us in 1987. We also established POSCO Research Institute (POSRI) in 1994, which engages in research activities and consulting services.

Our research and development program has filed 48,713 industrial rights applications relating to steel-making technology, 10,155 of which were registered as of December 31, 2025, and has

successfully applied many of these to the improvement of our manufacturing process. In addition, our research and development program has filed 2,885 industrial rights applications relating to electric vehicles and rechargeable battery materials technology, 1,684 of which were registered as of December 31, 2025.

Item 5.D. Trend Information

These matters are discussed under Item 5.A. and Item 5.B. above where relevant.

Item 5.E. Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with IFRS as issued by IASB. See Note 2 to the Consolidated Financial Statements for a discussion of our critical accounting estimates.

Item 6. Directors, Senior Management and Employees

Item 6.A. Directors and Senior Management

Board of Directors

Our board of directors has the ultimate responsibility for the management of our business affairs. Our board consists of four Inside Directors and seven Outside Directors and one Non-Standing Director. Our shareholders elect both the Inside Directors and Outside Directors at a general meeting of shareholders. Candidates for Inside Directors and Non-Standing Directors are recommended to shareholders by the board of directors after the board reviews such candidates’ qualifications, and candidates for Outside Directors are recommended to the shareholders by a separate board committee consisting of three Outside Directors (“Director Candidate Recommendation Committee”) after the committee reviews such candidates’ qualifications. Pursuant to the Korean Commercial Act and our articles of incorporation, any shareholder holding at least the statutory minimum percentage of our outstanding shares with voting rights may suggest candidates for Outside Directors to the Director Candidate Recommendation Committee.

Our board of directors maintains the following special committees:

•

the ESG Committee;

•

the Director Candidate Recommendation Committee;

•

the Evaluation and Compensation Committee;

•

the Finance Committee;

•

the Audit Committee; and

•

the CEO Candidate Pool Management Committee.

Our board committees are described in greater detail below under “— Item 6.C. Board Practices.”

Under the Commercial Code and our articles of incorporation, one Chairman should be elected among the Outside Directors and several Representative Directors may be elected among the Inside Directors by our board of directors’ resolution.

Inside Directors

As of March 31, 2026, our Inside Directors are as follows:

Name

Position

Responsibilities and

Division

Years as
Director

Age

Expiration of
Term of Office

Chang, In Hwa

Chief Executive Officer and Representative Director

—

March 2027

Lee, Ju Tae

Representative Director and President

Head of Corporate Strategy Division

March 2027

Chung, Seok Mo

Senior Executive Vice President

Head of Business Strategy Division

—

March 2027

Kim, Ki Soo

Senior Executive Vice President

Head of POSCO N.EX.T Hub and Chief Technology Officer, POSCO Group

March 2027

Lee, Hee Geun

Non-Standing Director

Representative Director and President, POSCO

—

March 2027

Outside Directors

Each of our Outside Directors meets the applicable independence standards set forth under the rules of the FSCMA. As of March 31, 2026, our Outside Directors are as follows:

Name

Position

Principal Occupation

Years as
Director

Age

Expiration of
Term of Office

Yoo, Jin Nyoung

Chairperson

Chief Executive Officer, Angel 6+

March 2028

Yoo, Young Sook

Director

Former Minister, Ministry of Environment

March 2027

Kwon, Tae Kyun

Director

Former Korean Ambassador to the United Arab Emirates

March 2027

Sohn, Sung Kyu

Director

Emeritus Professor, Yonsei University School of Business

March 2028

Kim, Joongi

Director

Professor, Yonsei University

Law School

March 2029

Park, Sung Wook

Director

Former Chair of the Board, National Academy of Engineering of Korea

March 2027

Kim, Jooyoun

Director

Outside Director, SK Innovation Co., Ltd.

—

March 2029

The term of office of the Outside Director elected in March 2026 is up to three years. Each Director’s term expires at the close of the ordinary general meeting of shareholders convened in respect of the fiscal year that is the last one to end during such Director’s tenure.

Senior Management

In addition to the Inside Directors who are also our executive officers, we have the following executive officers as of March 31, 2026:


Name	Position	Responsibility and Division	Age

Yoo, In Jong	Executive Officer	Head of POSCO Group Safety Innovation Task Force		66

Choi, Dong Yong	Executive Officer	Chief of Corporate Strategy Office		57

Lee, Sung Won	Executive Officer	Chief of Energy Materials Business Development Office		59

Oh, Hong Sub	Executive Officer	Chief of New Business & Investment Office		55

Kim, Seoung Jun	Executive Officer	Chief of Carbon Neutral Strategy Office		60

Son, Byeong Swu	Executive Officer	Chief of Strategic Energy Business office		54

Hong, Yoon Sik	Executive Officer	Chief of Steel Business Management Office		55

Lee, Jae Young	Executive Officer	Chief of Energy Materials Business Management Office		55

Oh, Young Dal	Executive Officer	Chief of Infrastructure Business Management Office		57

Kim, Seung Jun	Executive Officer	Head of Finance & IR Division		58

Kim, Young Kyu	Executive Officer	Chief of Finance Office		57

Han, Young Ah	Executive Officer	Chief of Investor Relations Office		54

Lee, Sung Wook	Executive Officer	Head of Corporate Compliance Division		61

Jang, Won Joon	Executive Officer	Chief of Corporate Audit Office		59

Yang, Weon Jun	Executive Officer	Head of Corporate Communications Division		60

Park, Do Eun	Executive Officer	Chief of Business Cooperation Office		50

Im, Sang Hyug	Executive Officer	Chief of Public Relations Office		57

Shin, Kun Chul	Executive Officer	Head of Corporate Management Division		59

Park, Byoung Jik	Executive Officer	Chief of Top Talents Management Office		57

Hong, Jin Sook	Executive Officer	Chief of Corporate Social Responsibility Office		55

Ji, Young Tae	Executive Officer	Head of POSCO Global Center Development Project Team		57

Cho, Min Young	Executive Officer	Chief of POSCO Group Technology Strategy Office		62

Lim, Chie Hyeon	Executive Officer	Chief of POSCO Group DX Strategy Office		39

Kim, Moo Sang	Executive Officer	Head of DX Technology Strategy Office		56

Yoon, Il Yong	Executive Officer	Head of AI & Robotics Convergence R&D Laboratories		49

Hong, Jeong Jin	Executive Officer	Head of Energy Materials R&D Laboratories		57

Park, Hyeon	Executive Officer	POSCO-Argentina, President		59

Kim, Kyeong Chan	Executive Officer	POSCO-America, President		57

Lee, Jae Wan	Executive Officer	POSCO-Europe, President		58

Lee, Won Chul	Executive Officer	POSCO-China, President		59

Shin, Hyeong Gu	Executive Officer	POSCO-Japan, President		58

La, Seung Min	Executive Officer	POSCO-Europe, Vice President, Head of Steel Business Office		52

Item 6.B. Compensation

Compensation of Directors and Officers

Salaries and bonuses for Inside Directors and salaries for Outside Directors are paid in accordance with standards decided by the board of directors within the limitation of directors’ remuneration approved by the annual general meeting of shareholders. In addition, executive officers’ compensation is paid in accordance with standards decided by the board of directors. In 2025, the aggregate short-term benefits to our key management officers, which include directors (including non-standing Directors), executive officers and other officers who have significant influence and

responsibilities in our business and operations, was Won 21.9 billion, and the aggregate retirement benefits to such persons was Won 6.4 billion.

Among those who received total annual compensation exceeding Won 500 million in 2025, the highest-paid five individuals were as follows:


Name	Position	Total Compensation in 2025
		(In millions of Won)

Chang, In Hwa	Chief Executive Officer and Representative Director		W	2,082

Lee, Ju Tae	Representative Director and President			1,076

Kim, Ki Soo	Senior Executive Vice President			1,036

Chun, Sung Lae	Senior Executive Vice President			941

Jeong, Ki Seop	Former Representative Director and President			933

Item 6.C. Board Practices

ESG Committee

The ESG Committee is composed of three Outside Directors, Kim, Joongi; Yoo, Young Sook; and Kwon, Tae Kyun; and one Inside Director, Chung, Seok Mo. The ESG Committee oversees decisions with respect to our ESG policies, including policies related to environment, climate change, low carbon and governance. It also reviews operational matters of our board of directors and special committees, reviews plans related to safety and health, and manages and monitors ESG activities.

Director Candidate Recommendation Committee

The Director Candidate Recommendation Committee is composed of three Outside Directors, Sohn, Sung Kyu; Yoo, Jin Nyoung; and Kim, Joongi. The Director Candidate Recommendation Committee reviews the qualifications of potential candidates and proposes nominees to serve on our board of directors as an Outside Director. Any shareholder holding our outstanding shares with voting rights may suggest candidates for Outside Directors to the Director Candidate Recommendation Committee.

Evaluation and Compensation Committee

The Evaluation and Compensation Committee is composed of four Outside Directors, Yoo, Young Sook; Yoo, Jin Nyoung; Park, Sung Wook; and Kim, Jooyoun. The Evaluation and Compensation Committee’s primary responsibilities include establishing evaluation procedures and compensation plans for executive officers and taking necessary measures to execute such plans.

Finance Committee

The Finance Committee is composed of three Outside Directors; Kwon, Tae Kyun; Park, Sung Wook; and Kim, Jooyoun; and one Inside Director, Lee, Ju Tae. This committee is an operational committee that oversees decisions with respect to finance and operational matters, including making assessments with respect to potential capital investments and evaluating prospective capital-raising activities.

Audit Committee

Under Korean law and our articles of incorporation, we are required to have an Audit Committee. The Audit Committee may be composed of three or more directors; all members of the Audit Committee must be Outside Directors. Audit Committee members must also meet the applicable

independence criteria set forth under the rules and regulations of the Sarbanes-Oxley Act of 2002. Members of the Audit Committee are elected by the shareholders at the ordinary general meeting of shareholders. We currently have an Audit Committee composed of three Outside Directors. Members of our Audit Committee are Park, Sung Wook; Sohn, Sung Kyu; and Kim, Joongi.

The duties of the Audit Committee include:

•

engaging independent auditors;

•

approving independent audit fees;

•

approving audit and non-audit services;

•

reviewing annual financial statements;

•

reviewing audit results and reports, including management comments and recommendations;

•

reviewing our system of controls and policies, including those covering conflicts of interest and business ethics; and

•

examining improprieties or suspected improprieties.

In addition, in connection with general meetings of shareholders, the committee examines the agenda for, and financial statements and other reports to be submitted by, the board of directors at each general meeting of shareholders. Our internal and external auditors report directly to the Audit Committee. The committee holds regular meetings at least once each quarter, and more frequently as needed.

CEO Candidate Pool Management Committee

The CEO Candidate Pool Management Committee is composed of all of our seven Outside Directors, Yoo, Jin Nyoung; Yoo, Young Sook; Kwon, Tae Kyun; Sohn, Sung Kyu; Kim, Joongi; Park, Sung Wook; and Kim, Jooyoun. The CEO Candidate Pool Management Committee reviews qualifications of the CEO candidates recommended by our board of directors and an executive search firm, approves candidate pooling outcomes and talent development program for prospective candidates and monitors the results of prospective candidate development program.

Item 6.D. Employees

As of December 31, 2025, we had 42,873 employees, including 31,214 persons employed by our subsidiaries, as reported to the Korea Fair Trade Commission pursuant to its guidelines for such year. Of the total number of employees, approximately 75% are technicians and skilled laborers and 25% are administrative staff. We use subcontractors for maintenance, cleaning and transport activities. We had 44,502 employees as of December 31, 2024 and 44,501 employees as of December 31, 2023, as reported to the Korea Fair Trade Commission pursuant to its guidelines for such years. Furthermore, in April 2026, we announced our plans to directly hire approximately 7,000 on-site employees of our partner companies who perform tasks directly related to our steel production processes at Pohang and Gwangyang Works, converting them into regular employees. The hiring is expected to be carried out on a phased basis in order to help ensure workplace safety, facilitate smooth integration into existing operations and comply with applicable legal procedures.

We have not experienced any material labor strikes or other material labor disputes in recent years, and we consider our current relations with our workforce to be satisfactory. Wages of our employees are among the highest of manufacturing companies in Korea. In addition to a base monthly wage, employees receive periodic bonuses and allowances. Base wages are determined annually following negotiations between the management and the majority labor union. A limited number of our employees are members of the Federation of Korean Metal Workers’ Trade Unions or the Korean

Metal Workers’ Union. In 2025, the Federation of Korean Metal Workers’ Trade Unions conducted negotiations regarding the terms of employment with the management.

In accordance with the National Pension Act of Korea, we contribute an amount equal to 4.5% of an employee’s standard monthly wages, and each employee contributes 4.5% of his or her standard monthly wages, into his or her personal pension account, as of the date hereof. Such rates, however, are scheduled to gradually increase to 6.5% by 2033. Our employees, including executive officers as well as non-executive employees, are subject to a pension insurance system, under which we make quarterly contributions to the defined benefit plan and annual contributions to employees’ pension accounts under the defined contribution plan, and upon retirement, such employees are paid from their pension accounts. Prior to 2011, our executive and non-executive employees were subject to a lump-sum severance payment system, under which they were entitled to receive a lump-sum severance payment upon termination of their employment, based on their length of service and salary level at the time of termination. Starting in 2011, in accordance with the Korean Employee Retirement Income Security Act, we replaced such lump-sum severance payment system with our current pension insurance system in the form of either a defined benefit plan or a defined contribution plan. Our employees have the option of choosing either the defined benefit plan or the defined contribution plan. See Note 21 to the Consolidated Financial Statements. Lump-sum severance amounts previously accrued prior to our adoption of the current pension insurance system continue to remain payable. We also provide a wide range of fringe benefits to our employees, including housing, housing loans, company-provided hospitals and schools, a company-sponsored pension program, an employee welfare fund, industrial disaster insurance and cultural and athletic facilities.

As of December 31, 2025, our employees owned, through our employee stock ownership association, approximately 1.61% of our common stock in their employee accounts.

Item 6.E. Share Ownership

The persons who are currently our Directors or executive officers held, as a group, 22,474 common shares as of March 31, 2026. The table below shows the ownership of our common shares by our Directors and executive officers.


Name	Number of Common Shares
Chang, In Hwa		630
Lee, Ju Tae		1,527
Chung, Seok Mo		169
Kim, Ki Soo		569
Lee, Hee Geun		461
Yoo, Young Sook		174
Sohn, Sung Kyu		11,937
Kim, Joongi		366
Lee, Sung Won		4
Oh, Hong Sub		10
Kim, Seoung Jun		131
Hong, Yoon Sik		99
Lee, Jae Young		335
Oh, Young Dal		202
Kim, Seung Jun		131
Han, Young Ah		1,087
Lee, Sung Wook		402
Yang, Weon Jun		1,114
Im, Sang Hyug		135
Shin, Kun Chul		350
Hong, Jin Sook		21
Ji, Young Tae		529
Cho, Min Young		333
Kim, Moo Sang		164
Park, Hyeon		885
Kim, Kyeong Chan		131
Lee, Jae Wan		132
Lee, Won Chul		434
Shin, Hyeong Gu		2
La, Seung Min		10

Total		22,474

Item 6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Not applicable

Item 7. Major Shareholders and Related Party Transactions

Item 7.A. Major Shareholders

The following table sets forth certain information relating to the shareholders of our common stock issued as of December 31, 2025.


Shareholders	Number of Shares Owned		Percentage
National Pension Service		6,441,610		7.96	%
BlackRock Fund Advisors ^{(1) (2) (3)}		4,206,522		5.20
CITIBANK N.A. ⁽⁴⁾		2,289,755		2.83
Pohang University of Science and Technology		1,981,047		2.45
Samsung Group ⁽⁵⁾		1,861,979		2.30
Treasury shares		5,312,173		6.56
Others		58,839,866		72.70

Total issued shares of common stock		80,932,952		100.00	%

(1)	Includes ADRs.

(2)	Includes shares held by subsidiaries and others.

(3)	The number of shares owned by the shareholder is based on the status report of large-scale shareholders filed with the U.S. Securities and Exchange Commission.

(4)	As depositary of our ADRs.

(5)	Includes shares held by Samsung Asset Management, Samsung Life Insurance, Samsung Active Asset Management and Samsung Securities.

As of December 31, 2025, there were 2,289,755 shares of common stock outstanding in the form of ADRs, representing 2.83% of the total issued shares of common stock.

Item 7.B. Related Party Transactions

We have issued guarantees in favor of affiliated and related companies, and we have also engaged in various transactions with our related parties. See Notes 37 and 38 to the Consolidated Financial Statements.

As of December 31, 2023, 2024 and 2025, we had no loans outstanding to our executive officers and Directors.

Item 7.C. Interests of Experts and Counsel

Not applicable

Item 8. Financial Information

Item 8.A. Consolidated Statements and Other Financial Information

See “Item 18. Financial Statements” and pages F-1 through F-135.

Legal Proceedings

Trade Remedy Proceedings

Loans to Daewoo Motors India Guaranteed by Predecessor of POSCO INTERNATIONAL

In May 2002, Industrial Development Bank of India brought a suit against Daewoo International Corporation (currently, POSCO INTERNATIONAL), Daewoo Motors India Ltd., Daewoo Corporation and Daewoo Construction & Engineering Co., Ltd. in the India Delhi Mumbai Court, regarding its loans to Daewoo Motors India Ltd. guaranteed by Daewoo Co., Ltd. (predecessor of POSCO INTERNATIONAL). The total claim amount is 4.46 billion Indian Rupees, and POSCO INTERNATIONAL recognized provision of Won 6.4 billion relating to its portion of the guarantee alleged by Industrial Development Bank of India. Daewoo International Corporation challenged the jurisdiction of the court in 2003. The outcome of such lawsuits remains uncertain and POSCO INTERNATIONAL’s provision is classified as a non-current liability as of December 31, 2025.

Legal Proceedings Related to the Songdo Project

In March 2019, NSC Investment LLC, an affiliate of Gale Investments Company, LLC and a former joint venture partner of POSCO E&C in the urban planning and development project in Songdo International City in Incheon (the “Songdo Project”), filed a claim in the United States District Court for the Southern District of New York and filed a request for arbitration pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce (“ICA”) against POSCO E&C, claiming POSCO E&C wrongfully seized and sold certain properties of the claimants. In December 2013, the joint venture, consisting of POSCO E&C and NSC Investment LLC, entered into a series of loan facility agreements with several lenders to finance the Songdo Project, with the joint venture partners’ respective stakes in the joint venture pledged as collateral. The loan facility agreements entitled POSCO E&C to certain subrogation rights related to guaranteeing the obligations of the joint venture to repay the principal amounts of the loans. In 2017, upon default of certain series of the loans, POSCO E&C exercised such subrogation rights, claimed the pledged assets of the claimant and sold such assets. The claimants claimed damages of approximately US$2.3 billion allegedly resulting from POSCO E&C’s purported wrongful seizure and sale of such properties as well as alleged overcharges made by POSCO E&C while serving as the construction contractor for the Songdo Project. The claim in the United States District Court for the Southern District of New York was dismissed in November 2020, and the ICA dismissed all claims against POSCO E&C in October 2022.

In September 2023, however, one of the claimants filed a claim against POSCO E&C in the Seoul Central District Court, claiming that it is entitled to damages of Won 20 billion. The basis of the claim is substantially similar to those made in the ICA arbitration proceeding described above. POSCO E&C intends to vigorously defend against such lawsuit.

Legal Proceedings Related to Contract-based Workers Dispatched by Third-party Contractors

For a description of our legal proceedings related to contract-based workers dispatched by third-party contractors, see “Item 3.D. Risk Factors — Labor laws and a recent Supreme Court decision on contract-based workers dispatched by third-party contractors could restrict flexibility in our labor management and result in an increase in our labor-related costs.”

Legal Proceeding Related to Relining of the No. 2 Blast Furnace at Gwangyang Works

In February 2025, a group of ten individuals filed a lawsuit at the Daegu District Court against POSCO seeking an injunction to stop the refurbishment of the No. 2 blast furnace at Gwangyang Works alleging that such refurbishment violates their right to a healthy environment. POSCO intends to vigorously defend against such lawsuit. See “Item 3. Key Information — Item 3.D. Risk Factors — We are subject to environmental regulations, and our operations could expose us to substantial liabilities.”

Dividends

The amount of dividends paid on our common stock is subject to approval at the annual general meeting of shareholders, which is typically held in February or March of the following year. In addition to our annual dividends, our board of directors is authorized to declare and distribute quarterly dividends under our articles of incorporation. If we decide to pay quarterly dividends, our articles of incorporation authorize us to pay them in cash to the shareholders and registered pledgees recorded as of the record date determined by a board resolution. We may pay cash dividends out of retained earnings that have not been appropriated to statutory reserves.

The table below sets out the annual dividends declared on the outstanding common stock to shareholders of record on December 31 of the years indicated and the interim dividends (including quarterly dividends), declared on the outstanding common stock to applicable shareholders of record of the years indicated. A total of 80,932,952 shares of common stock were issued as of December 31, 2025. Of these shares and as of such date, 75,620,779 shares were outstanding and 5,312,173 shares were held by us in treasury. The annual dividends set out for each of the years below were paid in the immediately following year.


Year	Annual Dividend per Common Stock to Public		Interim Dividend per Common Stock		Average Total Dividend per Common Stock
	(In Won)
2021		5,000		12,000		17,000
2022		2,000		10,000		12,000
2023		2,500		7,500		10,000
2024		2,500		7,500		10,000
2025		2,500		7,500		10,000

Owners of the ADSs are entitled to receive any dividends payable in respect of the underlying shares of common stock.

Historically, we have paid to holders of record of our common stock an annual dividend. However, we can give no assurance that we will continue to declare and pay any dividends in the future.

Item 8.B. Significant Changes

Except as disclosed elsewhere in this Annual Report on Form 20-F, we have not experienced any significant changes since the date of our Consolidated Financial Statements included in this Annual Report on Form 20-F.

Item 9. The Offer and Listing

Item 9.A. Offer and Listing Details

Notes

Not applicable

Common Stock

The principal trading market for our common stock is the KRX KOSPI Market. Our common stock, which is in registered form and has a par value of Won 5,000 per share, has been listed on the KRX KOSPI Market since June 1988 under the identifying code 005490.

ADSs

Our common stock is also listed on the New York Stock Exchange in the form of ADSs. The ADSs have been issued by Citibank, N.A. as ADR depositary and are listed on the New York Stock Exchange under the symbol “PKX.” One ADS represents one-fourth of one share of common stock. As of December 31, 2025, there were 2,289,755 shares of common stock outstanding in the form of ADSs, representing 2.83% of the total issued shares of common stock.

Item 9.B. Plan of Distribution

Not applicable

Item 9.C. Markets

See “Item 9.A. Offering and Listing Details.”

Item 9.D. Selling Shareholders

Not applicable

Item 9.E. Dilution

Not applicable

Item 9.F. Expenses of the Issuer

Not applicable

Item 10. Additional Information

Item 10.A. Share Capital

Currently, our authorized share capital is 200,000,000 shares, which consists of shares of common stock, par value Won 5,000 per share (“Common Shares”) and shares of non-voting stock, par value Won 5,000 per share (“Non-Voting Preferred Shares”). Our Non-Voting Preferred Shares have a preferential right to dividend payments. Common Shares and Non-Voting Preferred Shares

together are referred to as “Shares.” Under our articles of incorporation, we are authorized to issue Non-Voting Preferred Shares up to the limit prescribed by applicable law, the aggregate of which currently is one-quarter of our total issued and outstanding capital stock. As of December 31, 2025, 80,932,952 Common Shares were issued, of which 5,312,173 shares were held by us in treasury. We have never issued any Non-Voting Preferred Shares. All of the issued and outstanding Common Shares are fully-paid and non-assessable and are in registered form. We issue share certificates in denominations of 1, 5, 10, 50, 100, 500, 1,000 and 10,000 shares.

Item 10.B. Memorandum and Articles of Association

Under Article 2 of our articles of incorporation, the primary purpose of POSCO HOLDINGS INC. is to engage in, among others: controlling the businesses of, and guiding, organizing and improving the management of, subsidiaries by acquiring and owning the shares or ownership interests in subsidiaries (including sub-subsidiaries and companies controlled by such sub-subsidiaries, collectively “subsidiaries”); the management and licensing of intellectual property rights including brands and trademarks; investments related to start-up assistance and new technology; market research, management advisory and consulting services; technology research and commissioned services; matters entrusted by subsidiaries to assist the subsidiaries’ businesses; the supply of gas such as hydrogen and resources development business; the leasing of real estate and distribution businesses; and any other activities that are related, directly or indirectly, to the attainment and continuation of the foregoing purposes.

The following provides information relating to our capital stock, including brief summaries of material provisions of our articles of incorporation, the FSCMA, the Commercial Code and related laws, all as currently in effect. The following summaries are subject to, and are qualified in their entirety by reference to, our articles of incorporation and the applicable provisions of the FSCMA and the Commercial Code. We have filed copies of our articles of incorporation and these laws (except for the newly enacted the FSCMA) as exhibits to registration statements under the Securities Act or the Securities Exchange Act previously filed by us.

Board of Directors

Under our articles of incorporation and the Commercial Code, any director who has a special interest in a proposal or a resolution is prohibited from voting on such proposal or resolution at the meeting of the board of directors. Any resolution of the board of directors must be approved by an affirmative majority vote of the directors present at the meeting of the board of directors. The compensation for directors, including severance benefits, is paid within the limitation approved by the annual general meeting of shareholders.

Dividends

We distribute dividends to our shareholders in proportion to the number of shares owned by each shareholder. The Common Shares represented by the ADSs have the same dividend rights as other outstanding Common Shares.

Holders of Non-Voting Preferred Shares are entitled to receive dividends in priority to the holders of Common Shares in an amount not less than 9% of the par value of the Non-Voting Preferred Shares as determined by the board of directors at the time of their issuance. If the amount available for dividends is less than the aggregate amount of such minimum dividend, we do not have to declare dividends on the Non-Voting Preferred Shares. As of the date hereof, we have no Non-Voting Preferred Shares issued and outstanding.

We may declare dividends annually at the annual general meeting of shareholders which is held within three months after the end of the fiscal year. We pay the annual dividend shortly after the annual general meeting to the shareholders and registered pledgees of record as of the record date as

determined by a resolution of the board of directors. In addition, we may declare quarterly dividends pursuant to a board resolution held within 45 days from the end of March, June and September of each fiscal year to the eligible shareholders and registered pledgees recorded as of the record date determined by a resolution of the board of directors. We may distribute the annual dividend in cash, Shares or other form of property. However, we may distribute the quarterly dividend only in cash. A dividend of Shares must be distributed at par value and may not exceed 100% of the dividends declared each fiscal year in the aggregate; provided, however, that such dividend is required to be limited to half of the aggregate dividend amount if the market price of the Common Shares is lower than the par value of the Common Share. We have no obligation to pay any dividend unclaimed for five years from the payment date.

Under the Commercial Code, we may pay dividends only to the extent the net asset amount in our balance sheets exceeds the sum of the following: (i) our stated capital, (ii) the total amount of our capital surplus reserve and earned surplus reserve accumulated up to the end of the relevant dividend period, (iii) the legal reserve to be set aside for dividends, and (iv) unrealized profits determined in the Presidential Decree to the Commercial Code. We may not pay dividends unless we have set aside as earned surplus reserve an amount equal to at least 10% of the cash portion of dividends ; provided, however, that we may pay dividends if the total amount of the earned surplus reserve is accumulated up to one-half of our stated capital. We may not use legal reserve to pay cash dividends but may transfer amounts from legal reserve to capital stock or use legal reserve to reduce an accumulated deficit.

Distribution of Free Shares

In addition to paying dividends in Shares out of our retained or current earnings, we may also distribute to our shareholders an amount transferred from our capital surplus or legal reserve to our stated capital in the form of free shares. We must distribute such free shares to all our shareholders in proportion to their existing shareholdings.

Preemptive Rights and Issuance of Additional Shares

We may issue authorized but unissued shares at times and, unless otherwise provided in the Commercial Code or our articles of incorporation, on the terms our board of directors may determine. All our shareholders are generally entitled to subscribe for any newly issued Shares in proportion to their existing shareholdings. We must offer new Shares on uniform terms to all shareholders who have preemptive rights and are listed on our shareholders’ register as of the relevant record date. Under the Commercial Code, we may vary, without shareholders’ approval, the terms of these preemptive rights for different classes of shares. We must give public notice of the preemptive rights regarding new Shares and their transferability at least two weeks before the relevant record date. If certain shareholders do not exercise their preemptive rights, we are required to cancel the proposed issuances of such unsubscribed portion of new Shares, unless otherwise permitted by the FSCMA.

Under our articles of incorporation, we may issue new Shares pursuant to a board resolution to persons other than existing shareholders, who in these circumstances will not have preemptive rights, if the new Shares are:

•

offered publicly or to underwriters for underwriting pursuant to the FSCMA and other applicable regulations;

•

issued to members of our employee stock ownership association pursuant to the FSCMA and other applicable regulations;

•

represented by depositary receipts pursuant to the FSCMA and other applicable regulations;

•

issued in a general public offering pursuant to a board resolution in accordance with the FSCMA and other applicable regulations, the amount of which is no more than 10% of the outstanding Shares;

•

issued to our creditors pursuant to a debt-equity swap;

•

issued to domestic or foreign entities pursuant to a joint venture agreement, strategic coalition or technology license or transfer agreement when deemed necessary for management purposes; or

•

issued to domestic or foreign financial institutions when necessary for raising funds in emergency cases.

In addition, we may issue convertible bonds or bonds with warrants, each up to an aggregate principal amount of Won 2 trillion, to persons other than existing shareholders.

Members of our employee stock ownership association, whether or not they are our shareholders, generally have a preemptive right to subscribe for up to 20% of the Shares publicly offered pursuant to the FSCMA. This right is exercisable only to the extent that the total number of Shares so acquired and held by members of our employee stock ownership association does not exceed 20% of the total number of Shares then issued. As of December 31, 2025, our employees owned, through our employee stock ownership association, approximately 1.61% of our common stock in their employee accounts.

General Meeting of Shareholders

We hold the annual general meeting of shareholders within three months after the end of each fiscal year. The record date of the register of shareholders is December 31 of each year, and such shareholders listed on the register of shareholder as of the record date are entitled to exercise their right at the general meeting of shareholders. Subject to a board resolution, court approval or other applicable laws and regulations, we may hold an extraordinary general meeting of shareholders:

•

as necessary;

•

at the request of holders of an aggregate of 3% or more of our outstanding Shares;

•

at the request of shareholders holding an aggregate of 1.5% or more of our outstanding Shares for at least six months; or

•

at the request of our Audit Committee.

Holders of Non-Voting Preferred Shares may request a general meeting of shareholders only after the Non-Voting Preferred Shares become entitled to vote or “enfranchised,” as described under “— Voting Rights” below.

We must give shareholders written notice or electronic document setting out the date, place and agenda of the meeting at least two weeks before the date of the general meeting of shareholders. However, for holders of 1% or less of the total number of issued and outstanding voting Shares, we may give notice by placing at least two public notices in at least two daily newspapers or by notices to be posted on the electronic disclosure database system maintained by the Financial Supervisory Service or the Korea Exchange at least two weeks in advance of the meeting. Currently, we use The Seoul Shinmun published in Seoul, The Maeil Shinmun published in Taegu and The Kwangju Ilbo published in Kwangju for this purpose. Shareholders not on the shareholders’ register as of the record date are not entitled to receive notice of the general meeting of shareholders or attend or vote at the meeting. Holders of Non-Voting Preferred Shares, unless enfranchised, are not entitled to receive notice of general meetings of shareholders, but may attend such meetings. Our general meetings of shareholders are held either in Seoul, Pohang, where our registered main office is located, or at a near-by place if necessary. Our general meetings of shareholders are held 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 the venue of the meeting.

Voting Rights

Holders of our Common Shares are entitled to one vote for each Common Share, except that voting rights of Common Shares held by us, or by a corporate shareholder that is 10% (or more) owned by us either directly or indirectly, may not be exercised. The Commercial Code permitted cumulative voting, under which voting method each shareholder would have multiple voting rights corresponding to the number of directors to be appointed in the voting and may exercise all voting rights cumulatively to elect one director.

Our shareholders may adopt resolutions at a general meeting by an affirmative majority vote of the voting Shares present or represented at the meeting, where the affirmative votes also represent at least one-fourth of our total voting Shares then issued and outstanding. However, under the Commercial Code and our articles of incorporation, the following matters, among others, require approval by the holders of at least two-thirds of the voting Shares present or represented at a meeting, where the affirmative votes also represent at least one-third of our total voting Shares then issued and outstanding:

•

amending our articles of incorporation;

•

removing a director;

•

effecting any dissolution, merger or consolidation of us;

•

transferring the whole or any significant part of our business;

•

acquisition of all or a part of the business of any other company that may have a material impact on our business;

•

issuing any new Shares at a price lower than their par value; or

•

approving matters required to be approved at a general meeting of shareholders, which have material effects on our assets, as determined by the board of directors.

In general, holders of Non-Voting Preferred Shares are not entitled to vote on any resolution or receive notice of any general meeting of shareholders. However, in the case of amendments to our articles of incorporation, or any merger or consolidation of us, or in some other cases that affect the rights or interests of the Non-Voting Preferred Shares, approval of the holders of Non-Voting Preferred Shares is required. We may obtain the approval by a resolution of holders of at least two-thirds of the Non-Voting Preferred Shares present or represented at a class meeting of the holders of Non-Voting Preferred Shares, where the affirmative votes also represent at least one-third of our total issued and outstanding Non-Voting Preferred Shares.

Shareholders may exercise their voting rights by proxy. A proxy shall submit a document or an electronic document evidencing the power of representation to us before the opening of the general meeting of shareholders. When a shareholder is a corporate entity, such shareholder may give proxies to its officers or directors.

Holders of ADRs exercise their voting rights through the ADR depositary, an agent of which is the record holder of the underlying Common Shares. Subject to the provisions of the deposit agreement, ADR holders are entitled to instruct the ADR depositary how to vote the Common Shares underlying their ADSs.

Rights of Dissenting Shareholders

In some limited circumstances, including the transfer of the whole or any significant part of our business and our merger or consolidation with another company, dissenting shareholders have the right to require us to purchase their Shares. Only the shareholders who have executed a share purchase agreement evidencing their acquisition of the relevant Shares on or prior to the day immediately following the public disclosure of the board resolutions approving any of the

aforementioned transactions have the rights to require us to purchase their Shares. To exercise this right, shareholders, including holders of Non-Voting Preferred Shares, must submit to us a written notice of their intention to dissent before the general meeting of shareholders. Within 20 days after the relevant resolution is passed at a meeting, the dissenting shareholders must request us in writing to purchase their Shares. We are obligated to purchase the Shares of dissenting shareholders within one month after the expiration of the 20-day period. The purchase price for the Shares is required to be determined through negotiation between the dissenting shareholders and us. If we cannot agree on a price through negotiation, the purchase price will be the average of (1) the weighted average of the daily Share prices on the Korea Exchange for the two-month period before the date of the adoption of the relevant board resolution, (2) the weighted average of the daily Share price on the Korea Exchange for the one month period before the date of the adoption of the relevant resolution and (3) the weighted average of the daily Share price on the Korea Exchange for the one week period before such date of the adoption of the relevant resolution. However, the court may determine this price if we or dissenting shareholders do not accept the purchase price. Holders of ADSs will not be able to exercise dissenter’s rights unless they have withdrawn the underlying common stock and become our direct shareholders.

We maintain the register of our shareholders electronically through Kookmin Bank, our transfer agent. Kookmin Bank performs electronic registration of our Shares, manages the electronic register of our shareholders and oversees other matters related to our Shares.

The record date for annual dividends is determined by a board resolution. For the purpose of determining the shareholders entitled to annual dividends, the register of shareholders may be closed for the period from January 1 to January 15 of each year. Further, for the purpose of determining the shareholders entitled to some other rights pertaining to the Shares, we may, on at least two weeks’ public notice, set a record date and/or close the register of shareholders for not more than three months. The trading of Shares may continue while the register of shareholders is closed. However, pursuant to the Act on Electronic Registration of Stocks, Bonds, etc., which became effective on September 16, 2019, the closure of the register of shareholders is not required in order to determine the shareholders entitled to certain shareholder rights. Instead, we may set the record date by a board resolution and determine the shareholders of record as of such record date without closing the register of shareholders.

Annual Report

At least one week before the annual general meeting of shareholders, we must make our annual report and audited financial statements available for inspection at our principal office and at all of our branch offices. In addition, copies of annual reports, the audited financial statements and any resolutions adopted at the general meeting of shareholders will be available to our shareholders.

Under the FSCMA, we must file with the Financial Services Commission and the Korea Exchange (1) an annual business report within 90 days after the end of our fiscal year, (2) a half-year report within 45 days after the end of the first six months of our fiscal year, and (3) quarterly reports within 45 days after the end of the third month and the ninth month of our fiscal year. Copies of these reports are or will be available for public inspection at the electronic disclosure database system maintained by the Financial Supervisory Service and the Korea Exchange.

Transfer of Shares

Under the Act on Electronic Registration of Stocks, Bonds, etc., the transfer of Shares is effected by electronic registration of such transfer. Once the transfer of Shares is electronically registered, the transferee is entitled to the shareholders’ rights.

Under current Korean regulations, the Korea Securities Depository, foreign exchange banks (including domestic branches of foreign banks), financial investment companies with a brokerage,

dealing or collective investment license and internationally recognized custodians may act as agents and provide related services for foreign shareholders. Certain foreign exchange controls and securities regulations apply to the transfer of Shares by non-residents or non-Koreans. See “Item 10. Additional Information — Item 10.D. Exchange Controls.”

Our transfer agent is Kookmin Bank, located at 26, Gukjegeumyung-ro 8-gil, Yeongdeungpo-gu, Seoul, Korea.

Acquisition, Holding and Disposition of Treasury Shares by Us

We may acquire our own Shares, subject to the approval by the general meeting of shareholders. In addition, we may acquire Shares through purchases on the Korea Exchange or through a tender offer or by acquiring the interests in a trust account holding our own Shares through agreements with trust companies and asset management companies. The aggregate purchase price for the Shares may not exceed the total amount available for distribution of dividends available at the end of the preceding fiscal year less the amount of dividends and mandatory reserves required to be set aside for that fiscal year, subject to certain procedural requirements. Under the Commercial Code, as amended, and in effect as of March 6, 2026 (Act No. 21448, the “Amended Commercial Code”), we may not exercise shareholder rights with respect to our own Shares, and, in principle, our own Shares must be cancelled within one year from the date of acquisition by a resolution of the board of directors. However, where statutory exceptions apply (including those specified in our Articles of Incorporation), our own Shares may be held or disposed of upon approval of the general meeting of shareholders.

With respect to our own Shares held by us prior to the effectiveness of the Amended Commercial Code, a transitional grace period is granted depending on certain conditions applicable to our own Shares, and such Shares must be cancelled within one year from the relevant reference date. For example, our own Shares acquired directly by us prior to the effective date of the Amended Commercial Code must be cancelled within one year from the date falling six months after such effective date, which is September 5, 2027.

In accordance with the Commercial Code, we may resell or transfer any Shares acquired by us to a third party, subject to the approval by the general meeting of shareholders based on our treasury share holding and disposition plan executed by all directors. For reference, the mandatory contents of such plan include: (i) the purpose of holding or disposing of our own Shares; (ii) the class and number of shares subject thereto and the method of acquisition; (iii) details as of the commencement of holding and the expected time of disposition, including (a) the class and number of our own Shares and method of acquisition, (b) the class and number of issued shares excluding our own Shares, and (c) changes in the ratio of our own Shares to total issued shares; (iv) the expected holding period; and (v) the expected timing of disposition. In general, corporate entities in which we own more than 50% equity interest may not acquire our Shares, unless otherwise permitted by the Korean Commercial Code. Under the FSCMA, we are subject to certain selling restrictions for the Shares acquired by us.

Under the Amended Commercial Code, if a listed company (i) fails to cancel its own Shares within one year from the date of acquisition without shareholder approval, or (ii) holds or disposes of its own Shares in violation of a treasury share holding and disposition plan approved by the shareholders, its directors or relevant officers may be subject to an administrative fine of up to Won 50 million.

Liquidation Rights

In the event of our liquidation, after payment of all debts, liquidation expenses and taxes, our remaining assets will be distributed among shareholders in proportion to their shareholdings. Holders of Non-Voting Preferred Shares have no preference in liquidation.

Item 10.C. Material Contracts

None.

Item 10.D. Exchange Controls

Shares and ADSs

The Foreign Exchange Transaction Act and the Presidential Decree and regulations under that Act and Decree (collectively, “Foreign Exchange Transaction Laws”) and the Foreign Investment Promotion Law regulate investment in Korean securities by non-residents and issuance of securities outside Korea by Korean companies. Under the Foreign Exchange Transaction Laws, non-residents may invest in Korean securities subject to procedural requirements in accordance with these laws. The Financial Services Commission has also adopted, pursuant to its authority under the FSCMA, regulations that restrict investment by foreigners in Korean securities.

Subject to certain limitations, the Ministry of Finance and Economy has the authority to take the following actions under the Foreign Exchange Transaction Laws:

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if the Government deems it necessary on account of war, armed conflict, natural disaster or grave and sudden and significant changes in domestic or foreign economic circumstances or similar events or circumstances, the Ministry of Finance and Economy may (i) temporarily suspend performance under any or all foreign exchange transactions, in whole or in part, to which the Foreign Exchange Transaction Laws apply (including suspension of payment and receipt of foreign exchange), (ii) impose an obligation to deposit, safe-keep or sell precious metal or any other means of payment to The Bank of Korea, a foreign exchange stabilization fund or certain other governmental agencies or financial companies or (iii) require Korean creditors to collect debts owed by non-Korean debtors and deposit them in their bank accounts in Korea; and

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if the Government concludes that the international balance of payments and international financial markets are experiencing or are likely to experience significant disruption or that the movement of capital between Korea and other countries is likely to adversely affect its currency policies, exchange rate policies or other macroeconomic policies, the Ministry of Finance and Economy may take action to require any person who intends to effect a capital transaction to obtain permission or to require any person who effects a capital transaction to deposit a portion of the means of payment acquired in such transactions with The Bank of Korea, a foreign exchange stabilization fund or certain other governmental agencies or financial companies.

Government Review of Issuance of ADSs

In order for us to issue shares represented by ADSs, we are required to file a prior report of the issuance with our designated foreign exchange bank or the Ministry of Finance and Economy, depending on the issuance amount. No further Korean governmental approval is necessary for the initial offering and issuance of the ADSs.

The depositary bank is required to obtain our prior consent for the number of shares to be deposited in any given proposed deposit which exceeds the difference between (1) the aggregate number of shares deposited by us for the issuance of ADSs (including deposits in connection with the initial and all subsequent offerings of ADSs and stock dividends or other distributions related to these ADSs) and (2) the number of shares on deposit with the depositary bank at the time of such proposed deposit. We can give no assurance that we would grant our consent, if our consent is required.

Reporting Requirements for Holders of Substantial Interests

Under the FSCMA, any person whose direct or beneficial ownership of a listed company’s shares with voting rights, whether in the form of shares or ADSs, certificates representing the rights to subscribe for Shares and equity-related debt securities including convertible bonds and bonds with warrants (collectively, “Equity Securities”) together with the Equity Securities beneficially owned by

certain related persons or by any person acting in concert with the person accounts for 5% or more of the total outstanding Equity Securities of such listed company is required to report the status and the purpose (whether or not to exert an influence on management control over the issuer) of the holdings to the Financial Services Commission and the Korea Exchange within five business days after reaching the 5% ownership interest. In addition, any change in the purpose of holding such ownership interest or a change in the ownership interest subsequent to the report which equals or exceeds 1% of the total outstanding Equity Securities is required to be reported to the Financial Services Commission and the Korea Exchange within five business days from the date of the change. However, the reporting deadline of such reporting requirement is extended (1) for certain professional investors, as specified by the Presidential Decrees under the FSCMA, (i) to the tenth day of the month immediately following the month of such change in their shareholding if the shares are held with the intention of actively exercising shareholder rights as provided by the applicable laws, but without the intention of exercising management control or (ii) to the tenth day of the month immediately following the quarter of such change in their shareholding if the shares are held for portfolio investment purposes; and (2) for persons other than such professional investors, (i) to the tenth business day of the date of such change in their shareholding if the shares are held with the intention of exercising the statutory rights of shareholders as provided by the applicable laws, but without the intention of exercising management control or (ii) to the tenth day of the month immediately following the month of such change in their shareholding if the shares are held for portfolio investment purposes. Those who report the purpose of shareholding as management control of the issuer are prohibited from exercising their voting rights and acquiring additional shares for five days subsequent to their report under the FSCMA.

Violation of these reporting requirements may subject a person to criminal sanctions such as fines or imprisonment and may result in a loss of voting rights with respect to the ownership of Equity Securities exceeding 5%. Furthermore, the Financial Services Commission may issue an order to dispose of Equity Securities for which the reporting requirements were violated.

In addition to the reporting requirements described above, any person whose direct or beneficial ownership of a listed company’s voting stock accounts for 10% or more of the total issued and outstanding voting stock (a “major stockholder”) must report the status of his or her shareholding to the Securities and Futures Commission and the Korea Exchange within five business days after he or she becomes a major stockholder. In addition, any change in his or her ownership interest subsequent to the report must be reported to the Securities and Futures Commission and the Korea Exchange within five business days. However, the reporting deadline of such reporting requirement is extended (i) to the tenth day of the month immediately following the month of such change in their shareholding for certain professional investors, as specified by the Presidential Decree under the FSCMA, who hold shares with the intention of actively exercising shareholder rights as provided by the applicable laws, but without the intention of exercising management control or (ii) to the tenth day of the month immediately following the quarter of such change in their shareholding if the shares are held for portfolio investment purposes. Violation of these reporting requirements may subject a person to criminal sanctions such as fines or imprisonment.

Under the KRX regulations, if a company listed on the KRX KOSPI Market has submitted public disclosure of material matters to a foreign financial investment supervisory authority pursuant to the laws of the foreign jurisdiction, then it must submit a copy of the public disclosure and a Korean translation thereof to the Korea Exchange. In addition, if a company listed on the KRX KOSPI Market is approved for listing on a foreign stock exchange or determined to be de-listed from the foreign stock exchange or actually lists on, or de-lists from, a foreign stock exchange, then it must submit to the Korea Exchange a copy, together with a Korean translation thereof, of all documents submitted to, or received from, the relevant foreign government, supervisory authority or stock exchange.

Restrictions Applicable to ADSs

No Korean governmental approval is necessary for the sale and purchase of ADSs in the secondary market outside Korea or for the withdrawal of shares underlying ADSs and the delivery

inside Korea of shares in connection with the withdrawal. The acquisition of the shares by a foreigner must be immediately reported by the foreigner or his standing proxy in Korea to the Governor of the Financial Supervisory Service (“Governor”).

Persons who have acquired shares as a result of the withdrawal of shares underlying the ADSs may exercise their preemptive rights for new shares, participate in free distributions and receive dividends on shares without any further governmental approval.

In addition, under the Financial Services Commission regulations, effective as of November 30, 2006, we are required to file a securities registration statement with the Financial Services Commission and such securities registration statement has to become effective pursuant to the FSCMA in order for us to issue shares represented by ADSs, except in certain limited circumstances.

Restrictions Applicable to Shares

Under the Foreign Exchange Transaction Laws and the Financial Services Commission regulations (together, the “Investment Rules”), foreigners may invest, with limited exceptions and subject to procedural requirements, in all shares of Korean companies, whether listed on the KRX KOSPI Market or the KRX KOSDAQ Market, unless prohibited by specific laws. Foreign investors may trade shares listed on the KRX KOSPI Market or the KRX KOSDAQ Market only through the KRX KOSPI Market or the KRX KOSDAQ Market, except in limited circumstances, including, among others:

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odd-lot trading of shares;

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acquisition of shares (“Converted Shares”) by exercise of warrant, conversion right under convertible bonds, exchange right under exchangeable bonds or withdrawal right under depositary receipts issued outside of Korea by a Korean company;

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acquisition of shares as a result of inheritance, donation, bequest or exercise of shareholders’ rights, including preemptive rights or rights to participate in free distributions and receive dividends;

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over-the-counter transactions between foreigners of shares of a public service corporation for which the ceiling on aggregate acquisition by foreigners, as explained below, has been reached or exceeded with certain exceptions;

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acquisition of shares by direct investment as defined in the Foreign Investment Promotion Law or disposal of such shares;

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disposal of shares pursuant to the exercise of appraisal rights of dissenting shareholders;

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acquisition or disposal of shares in connection with a tender offer;

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acquisition of underlying shares by a foreign depositary in connection with the issuance of depositary receipts;

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acquisition and disposal of shares through overseas stock exchange market if such shares are simultaneously listed on the KRX KOSPI Market or the KRX KOSDAQ Market and such overseas stock exchange; and

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arm’s length transactions between foreigners, if all of such foreigners belong to an investment group managed by the same person.

For over-the-counter transactions between foreign investors outside the KRX KOSPI Market or the KRX KOSDAQ Market involving shares of a public service corporation for which the limit on aggregate foreign ownership has been reached or exceeded, an investment broker licensed in Korea must act as an intermediary. Odd-lot trading of shares outside the KRX KOSPI Market or the KRX KOSDAQ Market must involve an investment dealer licensed in Korea. Foreign investors are prohibited from engaging in margin trading by borrowing shares from investment brokers or investment dealers with respect to shares that are subject to foreign ownership limitation.

Acquisition or sale of shares outside the Korea Exchange by a foreign investor must be reported by the foreign investor or his standing proxy to the Governor at the time of each such acquisition or sale; provided, however, that a foreign investor must ensure that any acquisition or sale by it of shares outside the Korea Exchange in the case of trades in connection with a tender offer, odd-lot trading of shares or trades of shares of certain public service corporations for which the aggregate foreign ownership limit has been reached or exceeded, is reported to the Governor by the Korea Securities Depository, financial investment companies with a dealing or brokerage license or securities finance companies engaged to facilitate such transaction. A foreign investor may appoint one or more standing proxies from among the Korea Securities Depository, foreign exchange banks (including domestic branches of foreign banks), financial investment companies with a dealing, brokerage or collective investment license (including domestic branches of foreign financial investment companies) and internationally recognized custodians which will act as a standing proxy to exercise shareholders’ rights or perform any matters related to the foregoing activities if the foreign investor does not perform these activities himself. However, a foreign investor may be exempted from complying with these standing proxy rules with the approval of the Governor in cases deemed inevitable by reason of conflict between laws of Korea and those of the home country of the foreign investor.

Certificates evidencing shares of Korean companies owned by a foreign investor must be kept in custody with an eligible custodian in Korea. Only foreign exchange banks (including domestic branches of foreign banks), financial investment companies with a dealing, brokerage or collective investment license (including domestic branches of foreign financial investment companies), the Korea Securities Depository and internationally recognized custodians are eligible to act as a custodian of shares for a non-resident or foreign investor. A foreign investor must ensure that his custodian deposits its shares with the Korea Securities Depository. However, a foreign investor may be exempted from complying with this deposit requirement with the approval of the Governor in circumstances where compliance with that requirement is made impracticable, including cases where compliance would contravene the laws of the home country of such foreign investor.

Under the Investment Rules, with certain exceptions, foreign investors may acquire shares of a Korean company without being subject to any foreign investment ceiling. As one such exception, designated public service corporations are subject to a 40% ceiling on the acquisition of shares by foreigners in the aggregate. Designated public service corporations may set a ceiling on the acquisition of shares by a single foreign investor according to its articles of incorporation. Furthermore, an investment by a foreign investor of not less than 10% of the outstanding shares with voting rights and in the amount of not less than Won 100 million of a Korean company is defined as a foreign direct investment under the Foreign Investment Promotion Law, which is, in general, subject to report to, and acceptance by, the Ministry of Trade, Industry & Energy. The acquisition of shares of a Korean company by a foreign investor may also be subject to certain foreign shareholding restrictions in the event that the restrictions are prescribed in each specific law which regulates the business of the Korean company. Changes in ownership of a Korean company by a foreign direct investor, as well as changes in certain aspects of the foreign direct investment (including changes in the foreign direct investor’s name, address or business), are also subject to reporting requirements.

Under the Foreign Exchange Transaction Laws, a foreign investor who intends to acquire shares must designate a foreign exchange bank at which he must open a foreign currency account and a Won account exclusively for stock investments. No approval is required for remittance into Korea and deposit of foreign currency funds in the foreign currency account. Foreign currency funds may be transferred from the foreign currency account at the time required to place a deposit for, or settle the purchase price of, a stock purchase transaction to a Won account opened in the name of a financial investment company with a dealing, brokerage or collective investment license. Funds in the foreign currency account may be remitted abroad without any governmental approval.

Dividends on Shares are paid in Won. No governmental approval is required for foreign investors to receive dividends on, or the Won proceeds of the sale of, any shares to be paid, received and retained in Korea. Dividends paid on, and the Won proceeds of the sale of, any shares held by a

non-resident of Korea must be deposited either in a Won account with the investor’s financial investment company with a dealing, brokerage or collective investment license or his Won account. Funds in the investor’s Won account may be transferred to his foreign currency account or withdrawn for local living expenses up to certain limitations. Funds in the Won account may also be used for future investment in shares or for payment of the subscription price of new shares obtained through the exercise of preemptive rights.

Financial investment companies with a dealing, brokerage or collective investment license are allowed to open foreign currency accounts with foreign exchange banks exclusively for accommodating foreign investors’ stock investments in Korea. Through these accounts, these financial investment companies may enter into foreign exchange transactions on a limited basis, such as conversion of foreign currency funds and Won funds, either as counterparty to or on behalf of foreign investors, without the investors having to open their own accounts with foreign exchange banks.

Item 10.E. Taxation

The following summary is based upon tax laws of the United States and Korea as in effect on the date of this Annual Report on Form 20-F, and is subject to any change in United States or Korean law that may come into effect after such date. Investors in the shares of common stock or ADSs are advised to consult their own tax advisers as to the United States, Korean or other tax consequences of the purchase, ownership and disposition of such securities, including the effect of any foreign, state or local tax laws.

Korean Taxation

The following is a summary of the principal Korean tax consequences to owners of the common shares or ADSs, as the case may be, who are non-resident individuals or non-Korean corporations without a permanent establishment in Korea to which the relevant income is attributable or with which the relevant income is effectively connected (“Non-resident Holders”). The statements regarding Korean tax laws set forth below are based on the laws in force and as interpreted by the Korean taxation authorities as of the date hereof. This summary is not exhaustive of all possible tax considerations which may apply to a particular investor and potential investors are advised to satisfy themselves as to the overall tax consequences of the acquisition, ownership and disposition of the common shares or ADSs, including specifically the tax consequences under Korean law, the laws of the jurisdiction of which they are resident, and any tax treaty between Korea and their country of residence, by consulting their own tax advisers.

Tax on Dividends

Dividends on the common shares or ADSs paid (whether in cash or in shares) to a Non-resident Holder will be subject to Korean withholding taxes at the rate of 22% (including local income tax) or such lower rate as is applicable under a treaty between Korea and such Non-resident Holder’s country of tax residence. Free distributions of shares representing a capitalization of certain capital surplus reserves may be subject to Korean withholding taxes.

The tax is withheld by the payer of the dividend. While it is the payer which is required to withhold the tax, Korean law generally entitles the person who was subject to the withholding of Korean tax to recover from the Government any part of the Korean tax withheld, upon providing evidence that it was entitled to have tax withheld at a lower rate, if certain conditions are met.

Tax on Capital Gains

As a general rule, capital gains earned by Non-resident Holders upon transfer of the common shares or ADSs are subject to Korean withholding tax at the lower of (i) 11% (including local income

tax) of the gross proceeds realized or (ii) 22% (including local income tax) of the net realized gains (subject to the production of satisfactory evidence of the acquisition costs and certain direct transaction costs), unless exempt from Korean income taxation under the effective Korean tax treaty with the Non-resident Holder’s country of tax residence or Korean tax law.

However, a Non-resident Holder will not be subject to Korean income taxation on capital gains realized upon the sale of the common shares through the KRX KOSPI Market if the Non-resident Holder (i) has no permanent establishment in Korea and (ii) did not or has not owned (together with any shares owned by any entity with a specified special relationship with such Non-resident Holder) 25% or more of the total issued and outstanding shares of us at any time during the calendar year in which the sale occurs and during the five calendar years prior to the calendar year in which the sale occurs.

It should be noted that capital gains earned by you (regardless of whether you have a permanent establishment in Korea) from a transfer of ADSs outside Korea will generally be exempt from Korean income taxation, provided that the ADSs are deemed to have been issued overseas. If and when an owner of the underlying common shares transfers the ADSs following the conversion of the underlying shares for ADSs, such person will not be exempt from Korean income taxation.

Inheritance Tax and Gift Tax

Korean inheritance tax is imposed upon (1) all assets (wherever located) of the deceased if at the time of his death he was a tax resident of Korea and (2) all property located in Korea which passes on death (irrespective of the domicile of the deceased). Gift tax is imposed in similar circumstances to the above. The taxes are imposed if the value of the relevant property is above a certain limit and the rate varies from 10% to 50% depending on the value of the property.

Under Korean inheritance and gift tax laws, securities issued by a Korean corporation are deemed to be located in Korea irrespective of where they are physically located or by whom they are owned and consequently, the Korea inheritance and gift taxes will be imposed on transfers of the securities by inheritance or gift.

Securities Transaction Tax

Securities transaction tax is imposed on the transfer of shares issued by a Korean corporation or the right to subscribe for such shares generally at the rate of 0.35% of the sales price. In the case of the transfer of shares listed on the KRX KOSPI Market (such as the common shares), the securities transaction tax is imposed generally at the rate of (i) 0.20% of the sales price of such shares (including agricultural and fishery special surtax thereon) for transfers made on or after January 1, 2026 if traded on the KRX KOSPI Market or (ii) subject to certain exceptions, 0.35% of the sales price of such shares if traded outside the KRX KOSPI Market.

Securities transaction tax or the agricultural and fishery special surtax is not applicable if (i) the shares or rights to subscribe for shares are listed on a designated foreign stock exchange and (ii) the sale of the shares takes place on such exchange.

Securities transaction tax, if applicable, must be paid by the transferor of the shares or rights, in principle. When the transfer is effected through a securities settlement company, such settlement company is generally required to withhold and pay (to the tax authority) the tax, and when such transfer is made through a financial investment company with a brokerage license only, such company is required to withhold and pay the tax. Where the transfer is effected by a Non-resident Holder without a permanent establishment in Korea, other than through a securities settlement company or a financial investment company with a brokerage license, the transferee is required to withhold the securities transaction tax. Failure to do so will result in the imposition of penalties equal to the sum of (i) between 10% to 40% of the tax amount due, depending on the nature of the improper reporting, and (ii) 8.03% per annum on the tax amount due for the default period.

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Tax Treaties

Currently, Korea has income tax treaties with a number of countries, including, inter alia, Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Italy, Japan, Luxembourg, Ireland, the Netherlands, New Zealand, Norway, Singapore, Sweden, Switzerland, the United Kingdom and the United States of America, under which the rate of withholding tax on dividend and interest is reduced, generally to between 5% and 16.5% (including local income tax), and the tax on capital gains derived by a non-resident from the transfer of securities issued by a Korean company is often eliminated.

Each Non-resident Holder of common shares should inquire for itself whether it is entitled to the benefits of a tax treaty with Korea. It is the responsibility of the party claiming the benefits of a tax treaty in respect of interest, dividend, capital gains or “other income” to submit to us (or our agent), the purchaser or the financial investment company with a brokerage license, as the case may be, prior to or at the time of payment, such evidence of tax residence of the party claiming the treaty benefit as the Korean tax authorities may require in support of its claim for treaty protection. In the absence of sufficient proof, we (or our agent), the purchaser or the financial investment company with a brokerage license, as the case may be, must withhold tax at the normal rates.

In order for a Non-resident Holder to obtain the benefit of a tax exemption on certain Korean source income (e.g., interest and capital gains) under an applicable tax treaty, Korean tax law requires such Non-resident Holder (or its agent) to submit to the payer of such Korean source income an application for tax exemption under a tax treaty along with a certificate of tax residency of such Non-resident Holder issued by a competent authority of the non-resident’s country of tax residence, subject to certain exceptions. The payer of such Korean source income, in turn, is required to submit such application to the relevant district tax office by the ninth day of the month following the date of the first payment of such income. However, this requirement does not apply to exemptions under Korean tax law.

For a non-resident of Korea to obtain the benefits of treaty-reduced tax rates on certain Korean source income (e.g., capital gains and interest) under an applicable tax treaty, Korean tax law requires such non-resident (or its agents) to submit to the payer of such Korean source income an application for treaty-reduced tax rates prior to receipt of such Korean source income; provided, however, that an owner of ADSs who is a non-resident of Korea is not required to submit such application, if the Korean source income on the ADSs is paid through an account opened at the Korea Securities Depository by a foreign depository. The payer of such Korean source income, in turn, is required to submit such application to the relevant district by the end of February of the year following the date of payment of such income (or, in the case of a temporary suspension or permanent closure of business, by the end of the month following the second month after the month in which such suspension or closure occurs).

If Korean source income is paid to a non-resident through an overseas investment vehicle, such investment vehicle must obtain an application for tax exemption or reduced tax rates from each non-resident, who is the beneficial owner of such investment vehicle and submit to the payer of such Korean source incomes an overseas investment vehicle report, together with the applications for tax exemptions or reduced tax rates prepared by the non-resident beneficial owner. An overseas investment vehicle means an organization established outside of Korea that manages funds collected through investment solicitation by way of acquiring, disposing, or otherwise investing in investment targets and then distributes the outcome of such management to investors. An application for tax exemption or reduced tax rates submitted by the non-resident remains effective for three years from submission, and if any material changes occur with respect to information provided in the application, an application reflecting such change must be newly submitted.

At present, Korea has not entered into any tax treaty relating to inheritance or gift tax.

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United States Taxation

This summary describes the material U.S. federal income tax consequences for a U.S. holder (as defined below) of owning our shares of common stock or ADSs. This summary applies to you only if you hold shares of common stock or ADSs as capital assets for tax purposes. This summary does not apply to you if you are a member of a class of holders subject to special rules, such as:

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a dealer in securities or currencies;

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a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;

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a bank;

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a life insurance company;

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a tax-exempt organization;

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a person that holds shares of common stock or ADSs that are a hedge or that are hedged against interest rate or currency risks;

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a person that holds shares of common stock or ADSs as part of a straddle or conversion transaction for tax purposes;

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a person whose functional currency for tax purposes is not the U.S. dollar;

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a person that owns or is deemed to own 10% or more of any class of our stock or 10% or more of the combined voting power or value of all of our classes of stock; or

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an entity treated as a partnership for U.S. federal income tax purposes that holds shares of common stock or ADSs, or an investor therein.

This summary is based on laws, treaties and regulatory interpretations in effect on the date hereof, all of which are subject to change, possibly on a retroactive basis.

Please consult your own tax advisers concerning the U.S. federal, state, local and other foreign tax consequences of purchasing, owning and disposing of shares of common stock or ADSs in your particular circumstances.

For purposes of this summary, a “U.S. holder” is a beneficial owner of a share of common stock or ADS that is:

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a citizen or resident of the United States;

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a U.S. domestic corporation; or

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otherwise subject to U.S. federal income tax on a net income basis with respect to income from the shares of common stock or ADS.

Shares of Common Stock and ADSs

In general, if you are the beneficial owner of ADSs, you will be treated as the beneficial owner of the shares of common stock represented by those ADSs for U.S. federal income tax purposes, and no gain or loss will be recognized if you exchange an ADS for the shares of common stock represented by that ADS.

Passive Foreign Investment Company Rules

Special U.S. tax rules apply to investors in companies that are considered to be PFICs. We will be classified as a PFIC in a particular taxable year if either

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75 percent or more of our gross income for the taxable year is passive income; or

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•

at least 50 percent of the value of our assets (generally determined on the basis of a quarterly average) is attributable to assets that produce or are held for the production of passive income.

For this purpose, passive income generally includes dividends, interest, gains from certain commodities transactions, rents, royalties and the excess of gains over losses from the disposition of assets that produce passive income.

Based on our financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 2024 or 2025 taxable years. In addition, based on our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not expect to be a PFIC for our 2026 taxable year or in the foreseeable future. However, the determination of whether we are a PFIC must be made annually based on the facts and circumstances at that time, some of which may be beyond our control, including the valuation of our assets as implied by the market price for our common stock or ADSs. Accordingly, we could be classified as a PFIC in the current or a future taxable year, and that possibility may be increased significantly by market volatility or a decline in the price of our common stock or ADSs.

If we are classified as a PFIC in any taxable year during which you hold our common stock or ADSs, you could be subject to a special tax at ordinary income rates on “excess distributions,” including certain distributions by us and gain that you recognize on the sale of your common stock or ADSs. The amount of income tax on any excess distributions will be increased by an interest charge to compensate for tax deferral, calculated as if the excess distributions were earned ratably over the period you held the common stock or ADSs. Classification as a PFIC may also have other adverse consequences, including, in the case of individuals, the denial of a step-up in the basis of your common stock or ADSs at death. Except where otherwise noted, the remainder of this summary assumes that we were not a PFIC for our 2025 taxable year and that we will not become a PFIC in the current or any future year.

You should consult your own tax advisers as to our status as a PFIC and the tax consequences to you of such status.

Dividends

The gross amount of cash dividends that you receive (prior to deduction of Korean taxes) generally will be subject to U.S. federal income taxation as foreign source dividend income. Dividends paid in Won will be included in your income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date of your (or, in the case of ADSs, the depositary’s) receipt of the dividend, regardless of whether the payment is in fact converted into U.S. dollars. If such a dividend is converted into U.S. dollars on the date of receipt, you generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. U.S. holders should consult their own tax advisers regarding the treatment of any foreign currency gain or loss on any Won received by U.S. holders that are converted into U.S. dollars on a date subsequent to receipt.

The U.S. dollar amount of dividends received by an individual U.S. holder with respect to the ADSs and common stock will be subject to taxation at a preferential rate applicable to long-term capital gains if the dividends are “qualified dividends.” Subject to certain exceptions for short-term and hedged positions, dividends paid on the ADSs and common stock will be treated as qualified dividends if (i) we are eligible for the benefits of a comprehensive income tax treaty with the United States that the U.S. Internal Revenue Service (“IRS”) has approved for the purposes of the qualified dividend rules and (ii) we were not, in the year prior to the year in which the dividend is paid, and are not, in the year in which the dividend is paid, a PFIC. The income tax treaty between Korea and the United States (“Treaty”) has been approved for the purposes of the qualified dividend rules, and we believe we are eligible for benefits under the Treaty. Based on our audited financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax

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purposes with respect to our 2024 or 2025 taxable years. In addition, based on our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not expect to be a PFIC for our 2026 taxable year. You should consult your own tax advisers regarding the availability of the reduced dividend tax rate in the light of your own particular circumstances.

Distributions of additional shares in respect of shares of common stock or ADSs that are made as part of a pro-rata distribution to all of our shareholders generally will not be subject to U.S. federal income tax.

Sales and Other Dispositions

For U.S. federal income tax purposes, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of common stock or ADSs equal to the difference, if any, between the amount realized on the sale or exchange and your adjusted tax basis in the common stock or ADSs. Any gain or loss realized by a U.S. holder on the sale or other disposition of common stock or ADSs generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes. Subject to the discussion above under “Passive Foreign Investment Company Rules,” this gain or loss will be capital gain or loss, and will be long-term capital gain or loss to the extent that the shares of common stock or ADSs sold or disposed of were held for more than one year. Your ability to offset capital losses against ordinary income is limited. Long-term capital gain recognized by an individual U.S. holder generally is subject to taxation at a reduced rate.

Foreign Tax Credit Considerations

Subject to generally applicable limitations and conditions, Korean dividend or capital gains withholding tax paid at the appropriate rate applicable to you may be eligible for a credit against your U.S. federal income tax liability. These generally applicable limitations and conditions include requirements adopted by the IRS in regulations promulgated in December 2021 and any Korean tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. holder. In the case of a U.S. holder that consistently elects to apply a modified version of these rules under temporary guidance and complies with specific requirements set forth in such guidance, the Korean tax on dividends or gains will be treated as meeting the requirements and therefore as a creditable tax. In the case of all other U.S. holders, the application of these requirements to the Korean tax on dividends or gains is uncertain and we have not determined whether these requirements are met, including requirements applicable to the Treaty. If the Korean dividend or capital gains tax is not a creditable tax for a U.S. holder or you do not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, you may be able to deduct the Korean tax in computing your taxable income for U.S. federal income tax purposes.

Dividends will constitute income from sources without the United States and, if the withholding tax is a creditable tax for a U.S. holder that elects to claim foreign tax credits, generally will constitute “passive category income” for foreign tax credit purposes. Capital gain or loss recognized by a U.S. holder on the sale or other disposition of the shares of common stock or ADSs generally will be U.S. source gain or loss for U.S. foreign tax credit purposes. Consequently, even if any withholding tax on gains qualifies as a creditable tax, you may not be able to credit the tax against your U.S. federal income tax liability unless such credit can be applied (subject to generally applicable conditions and limitations) against tax due on other income treated as derived from foreign sources. If the Korean tax is not a creditable tax, the tax would reduce the amount realized on the sale or other disposition of the shares of common stock or ADSs even if you have elected to claim a foreign tax credit for other taxes in the same year.

Any Korean securities transaction tax or agriculture and fishery special tax that you pay will not be creditable for foreign tax credit purposes.

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The availability and calculation of foreign tax credits and deductions for foreign taxes depend upon a U.S. holder’s particular circumstances and involve the application of complex rules to those circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws the temporary guidance. You should consult your own tax advisors regarding the application of these rules to your particular situation.

Specified Foreign Financial Assets

Certain U.S. holders that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 on the last day of the taxable year or US$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer (which would include the common stock or ADSs) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. holders who fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. Prospective investors should consult their own tax advisors concerning the application of these rules to their investment in the common stock or ADSs, including the application of the rules to their particular circumstances.

U.S. Information Reporting and Backup Withholding Rules

Payments in respect of shares of common stock or ADSs that are made within the United States or through certain U.S.-related financial intermediaries are subject to information reporting and may be subject to backup withholding unless you provide an accurate taxpayer identification number and make any other required certification or otherwise establish an exemption. Holders that are not “United States persons” (as defined in the U.S. Internal Revenue Code of 1986, as amended) generally are not subject to information reporting or backup withholding. However, such a holder may be required to provide a certification of its non-U.S. status in connection with payments received within the United States or through a U.S.-related financial intermediary.

Item 10.F. Dividends and Paying Agents

See “Item 8.A. Consolidated Statements and Other Financial Information — Dividends” above for information concerning our dividend policies and our payment of dividends. See “Item 10.B. Memorandum and Articles of Association — Dividends” for a discussion of the process by which dividends are paid on shares of our common stock. The paying agent for payment of our dividends on ADSs in the United States is the Citibank, N.A.

Item 10.G. Statements by Experts

Not applicable

Item 10.H. Documents on Display

We file reports, including annual reports on Form 20-F, and other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. You may read and copy any materials filed with the SEC at the Public Reference Rooms in Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Any filings we make electronically will be available to the public over the Internet at the SEC’s website at http://www.sec.gov.

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Item 10.I. Subsidiary Information

Not applicable

Item 10.J. Annual Report to Security Holders

Not applicable

Item 11. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to foreign exchange rate and interest rate risk primarily associated with underlying liabilities, and to changes in the commodity prices of principal raw materials. Following evaluation of these positions, we selectively enter into derivative financial instruments to manage the related risk exposures, primarily with respect to foreign exchange rate and interest rate risks, which are entered into with major financial institutions in order to minimize the risk of credit loss. Our market risk management policy determines the market risk tolerance level, measuring period, controlling responsibilities, management procedures, hedging period and hedging ratio very specifically. We also prohibit all speculative hedging transactions and evaluate and manage foreign exchange exposures to receivables and payables.

None of our loss exposures related to derivative contracts are unlimited, and we do not believe that our net derivative positions could result in a material loss to our profit before income tax or total equity due to significant fluctuations of major currencies against the Korean Won. Due to the nature of our derivative contracts primarily as hedging instruments that manage foreign exchange risks, net gain or net loss on derivatives transactions and valuation of derivatives are typically offset by net loss or net gain on foreign currency transaction and translation. We recognized net gain on valuation of derivatives of Won 124 billion and net gain on derivatives transactions of Won 13 billion in 2023, net gain on valuations of derivatives of Won 790 billion and net gain on derivatives transactions of Won 120 billion in 2024 and net gain on valuations of derivatives of Won 80 billion and net loss on derivatives transactions of Won 137 billion in 2025.

Exchange Rate Risk

Korea is our most important market and, therefore, a substantial portion of our cash flow is denominated in Won. Most of our exports are denominated in U.S. dollars. Japan is also an important market for us, and we derive significant cash flow denominated in Yen. We are exposed to foreign exchange risk related to foreign currency-denominated liabilities and anticipated foreign exchange payments. Anticipated foreign exchange payments, which represent a substantial amount and are mostly denominated in U.S. dollars, relate primarily to imported raw material costs and freight costs. Foreign currency-denominated liabilities relate primarily to foreign currency-denominated debt.

We strive to naturally offset our foreign exchange risk by matching foreign currency receivables with our foreign currency payables and our overseas subsidiaries have sought to further mitigate the adverse impact of exchange rate fluctuations by conducting business transactions in the local currency of the respective market in which the transactions occur. In particular, POSCO INTERNATIONAL’s exposure to fluctuations in exchange rates, including the Won/U.S. dollar exchange rate, is limited because trading transactions typically involve matched purchase and sale contracts, which result in limited settlement exposure, and because POSCO INTERNATIONAL’s contracts with domestic suppliers of products for export and with domestic purchasers of imported products are generally denominated in U.S. dollars. Although the impact of exchange rate fluctuations is partially mitigated by such strategies, we and our subsidiaries, particularly POSCO INTERNATIONAL and POSCO E&C, also periodically enter into derivative contracts, primarily foreign currency swaps and forward exchange contracts, to further hedge some of our foreign exchange risks.

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Our foreign currency exposure and changes in gain or loss resulting from a 10% foreign exchange rate change against the Korean Won are as follows:


	For the Year Ended December 31,
	2023								2024								2025
	Increase				Decrease				Increase				Decrease				Increase				Decrease

	(In billions of Won)
U.S. dollars		W	(617	)		W	617			W	(549	)		W	549			W	(610	)		W	610
Euro			(234	)			234				14				(14	)			17				(17	)
Japanese Yen			8				(8	)			9				(9	)			13				(13	)

See Note 23 to the Consolidated Financial Statements.

Interest Rate Risk

We are also subject to market risk exposure arising from changing interest rates. In particular, we are exposed to interest rate risk on our existing floating rate borrowings and on additional debt financings that we may periodically undertake for various reasons, including capital expenditures and refinancing of our existing borrowings. A rise in interest rates will increase the cost of our existing variable rate borrowings. If interest rates on borrowings with floating rates had been 1% higher or lower with all other variables held constant, the impact on the gain or loss of the applicable period would be as follows:


	For the Year Ended December 31,
	2023							2024							2025
	Increase				Decrease			Increase				Decrease			Increase				Decrease

	(In billions of Won)
Increase or decrease in profit and equity		W	(77	)		W	77		W	(47	)		W	47		W	(62	)		W	62

See Note 23 to the Consolidated Financial Statements.

A reduction of interest rates also increases the fair value of our debt portfolio, which is primarily of a fixed interest nature. From time to time, we use, to a limited extent, interest rate swaps to reduce interest rate volatility on some of our debt and manage our interest expense by achieving a balanced mixture of floating and fixed rate debt.

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The following table summarizes the carrying amounts, fair values, principal cash flows by maturity date and weighted average interest rates of our short-term and long-term liabilities as of December 31, 2025 which are sensitive to exchange rates and/or interest rates. The information is presented in Won, which is our reporting currency.


	Maturities
																			December 31, 2025
	2026			2027			2028			2029			2030			Thereafter			Total			Fair Value

	(In billions of Won except rates)
Local currency:
Fixed rate		W	4,163		W	1,718		W	1,626		W	707		W	589		W	1,004		W	9,807		W	9,798
Average weighted rate ⁽¹⁾ .			2.21%			2.13%			2.73%			2.79%			2.91%			3.07%			2.48%
Variable rate			991			185			0			9			195			589			1,969			1,953
Average weighted rate ⁽¹⁾			4.02%			2.94%			0.00%			2.52%			4.53%			1.25%			3.13%

Sub-total			5,154			1,903			1,626			716			784			1,593			11,776			11,751

Foreign currency, principally U.S. dollars and Yen:
Fixed rate		W	3,055		W	2,473		W	1,622		W	575		W	584		W	1,284		W	9,593		W	9,560
Average weighted rate ⁽¹⁾			1.83%			2.23%			0.68%			6.38%			5.25%			3.21%			2.42%
Variable rate			3,945			911			703			35			801			728			7,123			7,116
Average weighted rate ⁽¹⁾			3.81%			3.04%			1.51%			2.51%			5.95%			5.38%			3.88%

Sub-total			7,000			3.384			2,325			610			1,385			2,012			16,716			16,676

Total		W	12,154		W	5,287		W	3,951		W	1,326		W	2,169		W	3,605		W	28,492		W	28,427

(1)	Weighted average rates of the portfolio at the period end.

Item 12. Description of Securities Other than Equity Securities

Not applicable

Item 12.A. Debt Securities

Not applicable

Item 12.B. Warrants and Rights

Not applicable

Item 12.C. Other Securities

Not applicable

Item 12.D. American Depositary Shares

Fees and Charges

We switched our depositary from The Bank of New York Mellon to Citibank, N.A. in July 2013. Holders of our ADSs are required to pay the following service fees to the depositary:


Services		Fees
Issuance of ADSs upon deposit of shares		Up to $5.00 per 100 ADSs issued
Delivery of deposited shares against surrender of ADSs		Up to $5.00 per 100 ADSs surrendered
Distributions of cash dividends or other cash distributions		Up to $5.00 per 100 ADSs held
Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs		Up to $5.00 per 100 ADSs held
Distribution of securities other than ADSs or rights to purchase additional ADSs		Up to $5.00 per 100 ADSs held
General depositary services		Up to $5.00 per 100 ADSs held

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Holders of our ADSs are also responsible for paying certain fees and expenses incurred by the depositary such as:

•

fees for the transfer and registration of shares charged by the registrar and transfer agent for the shares in Korea (i.e., upon deposit and withdrawal of shares);

•

expenses incurred for converting foreign currency into U.S. dollars;

•

expenses for cable, telex and fax transmissions and for delivery of securities;

•

taxes (including applicable interest and penalties) and other governmental charges;

•

fees and expenses incurred in connection with compliance with exchange control regulations and other regulatory requirements; and

•

fees and expenses incurred in connection with the delivery or servicing of shares on deposit.

Depositary fees payable upon the issuance and surrender of ADSs are typically paid to the depositary by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary and by the brokers (on behalf of their clients) delivering the ADSs to the depositary for surrender. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary to the holders of record of ADSs as of the applicable ADS record date.

The depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (i.e., stock dividend, rights), the depositary charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the depositary sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via the Korea Securities Depository, or KSD), the depositary generally collects its fees through the systems provided by KSD (whose nominee is the registered holder of the ADSs held in KSD) from the brokers and custodians holding ADSs in their KSD accounts. The brokers and custodians who hold their clients’ ADSs in KSD accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary.

In the event of refusal to pay the depositary fees, the depositary may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to such holder of ADSs.

The fees and charges that holders of our ADSs may be required to pay may vary over time and may be changed by us and by the depositary. Holders of our ADSs will receive prior notice of such changes.

Fees and Payments from the Depositary to Us

In 2025, we received approximately $1.0 million from the depositary for reimbursement of various costs, including preparation of SEC filing and submission, listing fees, proxy process expenses (printing, postage and distribution), legal fees and contributions for our investor relations activities.

In addition, as part of its service to us, the depositary waives its fees for the standard costs associated with the administration of the ADS facility, associated operating expenses, investor relations advice and access to an internet-based tool used in our investor relations activities.

109

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable

Item 15. Controls and Procedures

a. Disclosure Controls and Procedures

Our management has evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2025. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

b. Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed by, and under the supervision of, our principal executive, principal operating and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management has completed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on criteria in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

110

Commission. Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

c. Report of the Independent Registered Public Accounting Firm

The report of our independent registered public accounting firm, EY Han Young (formerly, Ernst & Young Han Young), on the effectiveness of our internal control over financial reporting as of December 31, 2025 is included in Item 18 of this Annual Report on Form 20-F.

d. Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the year covered by this Annual Report on Form 20-F that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our adoption of Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission did not have, and is not reasonably likely to have, any material effect on our internal control over financial reporting.

Item 16. [Reserved]

Item 16.A. Audit Committee Financial Expert

The board of directors has determined that Sohn, Sung Kyu is an audit committee financial expert and is independent within the meaning of applicable SEC rules.

Item 16.B. Code of Ethics

We have adopted a code of business conduct and ethics, as defined in Item 16B. of Form 20-F under the Securities Exchange Act of 1934, as amended. Our code of business conduct and ethics, called Code of Ethics, applies to our chief executive officer and chief financial officer, as well as to our directors, other officers and employees. Our Code of Ethics is available on our website at http://www.posco-inc.com. If we amend the provisions of our Code of Ethics that apply to our chief executive officer or chief financial officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website at the same address.

Item 16.C. Principal Accountant Fees and Services

Our independent registered public accounting firm for the fiscal years ending December 31, 2024 and 2025 was EY Han Young and the auditor location is Seoul, Republic of Korea, and the auditor firm ID is 1437. Our independent registered public accounting firm for the fiscal year ending December 31, 2023 was KPMG Samjong Accounting Corp. and their location is Seoul, Republic of Korea, and their firm ID is 1357.

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Audit and Non-Audit Fees

The following table sets forth the fees billed to us by our independent registered public accounting firm, EY Han Young and its affiliates during the fiscal years ended December 31, 2024 and 2025:


	For the Year Ended December 31,
	2024		2025
	(In millions of Won)
Audit fees ⁽¹⁾		W 15,840		W 17,778
Tax fees ⁽²⁾		1,031		1,975
Other fees ⁽³⁾		2,370		2,030

Total fees		W 19,241		W 21,783

(1)	Audit fees consist of fees related to the audit of our annual financial statements and the annual financial statements of other related companies and review of interim financial statements.

(2)	Tax fees consist of fees related to our tax compliance and tax planning, as well as compliance related to transfer pricing.

(3)	Other fees consist of fees related to statutory audits unrelated to the audit of our annual financial statements.

Audit Committee Pre-Approval Policies and Procedures

Under our Audit Committee’s pre-approval policies and procedures, all audit and non-audit services to be provided to us by an independent registered public accounting firm must be pre-approved by our Audit Committee. Our Audit Committee does not pre-approve any audit and non-audit services that are prohibited from being provided to us by an independent registered public accounting firm under the rules of SEC and applicable law.

Item 16.D. Exemptions from the Listing Standards for Audit Committees

Not applicable

Item 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table sets forth the repurchases of common shares by us or any affiliated purchasers during 2025:

Period

Total Number
of Shares
Purchased

Average Price Paid
Per Share (In Won)

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans

Maximum
Number of
Shares
that May
Yet Be
Purchased
Under the
Plans

January 1 to January 31

—

February 1 to February 28

—

March 1 to March 31

—

April 1 to April 30

—

May 1 to May 31

—

June 1 to June 30

—

July 1 to July 31

—

August 1 to August 31

—

September 1 to September 30

—

October 1 to October 31

—

November 1 to November 30

—

December 1 to December 31

—

Total

—

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Item 16.F. Change in Registrant’s Certifying Accountant

Not applicable

Item 16.G. Corporate Governance

Pursuant to the rules of the New York Stock Exchange applicable to foreign private issuers like us that are listed on the New York Stock Exchange, we are required to disclose significant differences between the New York Stock Exchange’s corporate governance standards and those that we follow under Korean law and in accordance with our own internal procedures. The following is a summary of such significant differences.


NYSE Corporate Governance Standards		POSCO HOLDINGS INC.’s Corporate Governance Practice
Director Independence

Listed companies must have a majority of independent directors		Our articles of incorporation provide that our board of directors must comprise no less than a majority of Outside Directors. Our Outside Directors must meet the criteria for outside directorship set forth under the Korean Commercial Act and Korean Financial Investment Services and Capital Markets Act. The majority of our board of directors is independent (as defined in accordance with the New York Stock Exchange’s standards), and seven out of 12 directors are Outside Directors. Under our articles of incorporation, we may have up to five Inside Directors and eight Outside Directors.

Nomination/Corporate Governance Committee

A nomination/corporate governance committee of independent directors is required. The committee must have a charter that addresses the purpose, responsibilities (including development of corporate governance guidelines) and annual performance evaluation of the committee.		We have not established a separate nomination corporate governance committee. However, we maintain (i) a CEO Candidate Pool Management Committee composed of all of our seven Outside Directors and (ii) a Director Candidate Recommendation Committee composed of three Outside Directors.

Compensation Committee

A compensation committee of independent directors is required. The committee must have a charter that addresses the purpose, responsibilities and annual performance evaluation of the committee. The charter must be made available on the company’s website. In addition, in accordance with the U.S. Securities and Exchange Commission rules adopted pursuant to Section 952 of the Dodd-Frank Act, the New York Stock Exchange listing standards were amended to expand the factors relevant in determining whether a committee member has a relationship with the company that will materially affect that member’s duties to the compensation committee. Additionally, the committee may obtain or retain the advice of a compensation adviser only after taking into consideration all factors relevant to determining that adviser’s independence from management.		We maintain an Evaluation and Compensation Committee composed of four Outside Directors.

Executive Session

Non-management directors must meet in regularly scheduled executive sessions without management. Independent directors should meet alone in an executive session at least once a year.		Our Outside Directors hold meetings solely attended by Outside Directors in accordance with operation guidelines of our board of directors.

Audit Committee

Listed companies must have an audit committee that satisfies the independence and other requirements of Rule 10A-3 under the Exchange Act. All members must be independent. The committee must have a charter addressing the committee’s		We maintain an Audit Committee comprised of three Outside Directors who meet the applicable independence criteria set forth under Rule 10A-3 under the Exchange Act.

113


NYSE Corporate Governance Standards		POSCO HOLDINGS INC.’s Corporate Governance Practice
purpose, an annual performance evaluation of the committee, and the duties and responsibilities of the committee. The charter must be made available on the company’s website.

Audit Committee Additional Requirements

Listed companies must have an audit committee that is composed of at least three directors.		Our Audit Committee has three members, as described above.

Shareholder Approval of Equity Compensation Plan

Listed companies must allow their shareholders to exercise their voting rights with respect to any material revision to the company’s equity compensation plan.		We currently have an Employee Stock Ownership Program. Matters related to the Employee Stock Ownership Program are not subject to shareholders’ approval under Korean law.

Shareholder Approval of Equity Offerings

Listed companies must allow its shareholders to exercise their voting rights with respect to equity offerings that do not qualify as public offerings for cash, and offerings of equity of related parties.		Our board of directors is generally authorized to issue new shares, subject to certain limitations as provided by our articles of incorporation.

Corporate Governance Guidelines

Listed companies must adopt and disclose corporate governance guidelines.		We have adopted a Corporate Governance Charter setting forth our practices with respect to relevant corporate governance matters. Our Corporate Governance Charter is in compliance with Korean law but does not meet all requirements established by the New York Stock Exchange for U.S. companies listed on the exchange. A copy of our Corporate Governance Charter is available on our website at http://www.posco-inc.com.

Code of Business Conduct and Ethics

Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.		We have adopted a Code of Ethics for all directors, officers and employees. A copy of our Code of Ethics is available on our website at http://www.posco-inc.com.

Item 16.H. Mine Safety Disclosure

Not applicable

Item 16.I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

114

Item 16.J.

Insider Trading Policies

We have adopted

insider trading policies governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees. A copy of the insider trading policies is attached as an exhibit to this Annual Report on Form 20-F.

Item 16.K.

Cybersecurity

Risk Management and Strategy

We maintain a comprehensive process for assessing, identifying and managing material risks from cybersecurity threats as part of our overall enterprise risk management system and processes. Our enterprise risk management program considers cybersecurity risks alongside other company risks, and our enterprise risk professionals consult with company subject matter experts to gather information necessary to identify cybersecurity risks, and evaluate their nature and severity, as well as identify mitigations and assess the impact of those mitigations on residual risk. Our cybersecurity risk management practices include development, implementation, and improvement of policies and procedures to safeguard information and ensure availability of critical data and systems.

We understand the importance of preserving trust and protecting personal information. To assist us, we have a cybersecurity governance framework in place, which is designed to protect information and information systems from unauthorized access, use, disclosure, disruption, modification or destruction. The program is built upon a foundation of advanced security technology and overseen by an experienced and trained team of experts with substantial knowledge of cybersecurity best practices. Our cybersecurity program consists of controls designed to identify, protect against, detect, respond to and recover from information and cybersecurity incidents. Our framework leverages Trusted Information Security Assessment Exchange (TISAX) standards for general information technology controls. Key components of our cybersecurity risk management processes include the following:

•

Asset analysis:

Identify information assets, including information and information systems related to our business, and evaluate their value by considering the impact that loss of confidentiality, integrity and availability of the assets may have on the company.

•

Threat analysis:

Identify threats to assets and measure the likelihood of occurrence through interviews and due diligence.

•

Vulnerability analysis:

Analyze the extent to which assets are vulnerable to identified threats through interviews or due diligence.

•

Risk assessment:

Assess the risk level based on identified assets, threats and vulnerabilities and identify existing protection measures. Evaluate risk by categorizing threats, vulnerabilities and risk levels for each identified asset.

•

Risk treatment:

Based on the risk assessment results, implement measures to mitigate risks to an acceptable level.

We maintain an

in-house

IT service management system, and we conduct technical security review during the designing stage of our system development. We utilize policies, software, training programs and hardware solutions to protect and monitor our environment, including multifactor authentication on all critical systems, firewalls, intrusion detection and prevention systems, vulnerability and penetration testing and identity management systems. Our platform includes a host of encryption, antivirus, multi-factor authentication, firewall and patch-management technologies designed to protect and maintain the systems and computers across our business.

Our cybersecurity team regularly tests our controls through penetration testing, vulnerability scanning and attack simulation. We conduct risk assessments periodically to identify threats and vulnerabilities, and then determine the likelihood and impact for each risk using a qualitative risk assessment methodology. Risks are identified from various sources, including vulnerability scans,

penetration tests, vendors risk assessments, product and services audits, internal compliance assessments and threat-hunting operations. We monitor our infrastructure and applications to identify evolving cyber threats, scan for vulnerabilities and mitigate risks. We also operate an integrated security control room through a third-party company, through which we detect and defend against hacking attacks from outside in real time.

We also maintain a robust cybersecurity incident response plan, which provides a framework for handling cybersecurity incidents based on the severity of the incident and facilitates cross-functional coordination across the company. Our incident response plan coordinates the activities we take to prepare for, detect, respond to and recover from cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.

We value collaboration with external evaluators, consultants, auditors and other third parties to strengthen and continually improve our cybersecurity risk management processes. In connection with our cybersecurity risk management processes, we engage:

•

External evaluators and consultants:

We engage external consultants from security companies to assist in the design and implementation of our cybersecurity risk assessment and management processes. In particular, they provide the expertise necessary to (i) identify and analyze new cybersecurity threats, (ii) identify and improve vulnerabilities through mock hacking and (iii) analyze and respond to new threats in real time through integrated security control.

•

Auditors:

Our program includes review and assessment by external, independent third-parties, who assess and report on our internal incident response preparedness and help identify areas for continued focus and improvement. We engage in regular external audits to maintain our TISAX certification, which are performed by certified auditors.

•

Third-party organizations:

We collaborate with the Korea Internet & Security Agency, the National Intelligence Service and the Korea Industrial Technology Security Association, which develop and maintain cybersecurity-related standards in Korea. Guidelines and best practices from such organizations assist us in improving our cybersecurity strategies and processes.

Our cybersecurity risk management processes extend to the oversight and identification of threats associated with our use of third-party service providers. We have a third-party risk management program that assesses risks from service providers.

Our cybersecurity risk management program includes due diligence of service providers’ information security programs. We review our service providers’ cybersecurity practices before we enter into business transactions with them, and we seek to contractually obligate them to operate their environments in accordance with strict cybersecurity standards. We also develop contingency plans for business continuity in case our service providers are subject to a cyberattack that impacts our use of their systems.

Our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats, including as a result of previous cybersecurity incidents, but we cannot provide assurance that they will not be materially affected in the future by such risks and any future material incidents.

See “Item 3.D. Risk Factors — Significant breaches of information security could lead to legal and financial exposure, damage to our reputation and a loss of confidence by our customers” for more information on risks from cybersecurity threats that are reasonably likely to materially affect our business strategy, results of operations and financial condition.

Governance

Management

The cybersecurity risk management processes described above are managed by the Head of Technology, who is the Chief Technology Officer of the POSCO Group and reports to our Chief

Executive Officer. The Head of Technology works with our Chief Information Security Officer and chairs the Information Security Committee, which discusses the latest trends in cybersecurity, changes in expectations of our stakeholders, risks identified, security measures implemented, and effectiveness of security protocols.

The Information Security Committee annually reviews and approves our cybersecurity risk management processes, including updates to our internal regulations and guidelines. Our Chief Information Security Officer is supported by the company at the highest levels and regularly engages with cross-functional teams, including Communications, Digital Technology, Human Resources and Strategic Technology.

Board of Directors

The role of our board of directors and the ESG Committee is one of oversight, recognizing that management is responsible for the design, implementation and maintenance of an effective program for protecting against and mitigating data privacy and cybersecurity risks. The Head of Technology, as the chair of the Information Security Committee, may provide updates to the ESG Committee on an annual basis and, as necessary, to the board of directors. These updates may include detailed information on our performance preparing for, preventing, detecting, responding to and recovering from cyber incidents. The compliance officer reviews the information security management framework as part of an assessment of the effectiveness of the compliance control standards and reports the resulting findings and plans to the board of directors, as necessary. The Head of Technology may also promptly inform and update the board of directors about any information security incidents that may pose significant risk to the POSCO Group. Members of the board of directors stay apprised of the rapidly evolving cyber threat landscape and provide guidance to management as appropriate in order to address the effectiveness of our overall data privacy and cybersecurity program.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of POSCO HOLDINGS INC.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of POSCO HOLDINGS INC. and its subsidiaries (the Company) as of December 31, 2024 and 2025, the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2025, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated April 2

, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.

F-2


Description of the Matter		Estimated total contract costs at completion for construction contract revenue recognition related to POSCO Eco & Challenge Co., Ltd. The Company recognized revenue of ￦ 5,426,923 million from construction contracts, including the amount related to POSCO Eco & Challenge Co., Ltd., a subsidiary of the Company, for the year ended December 31, 2025, for which revenue is recognized over time. As described in Notes 3 (“Revenue from contracts with customers”), 28 and 29 to the consolidated financial statements, when contract revenue and contract cost can be reliably estimated, the Company recognizes contract revenue over time based on the percentage of completion. The percentage of completion is determined based on the proportion of contract costs incurred to date, excluding contract costs incurred that do not reflect the stage of completion, to the estimated total contract costs at completion. We identified the estimated total contract costs at completion for construction contract revenue recognition related to POSCO Eco & Challenge Co., Ltd. as a critical audit matter because it requires subjective and complex auditor judgments in evaluating the underlying assumptions such as estimated material costs, labor costs and outsourcing costs, and changes in these assumptions may have a significant impact on the amount of revenue recognized during a specific period.

How We Addressed the Matter in Our Audit		To test the adequacy of the Company’s estimation of total contract costs at completion for construction contracts, we obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the estimation of total contract costs at completion for construction contract. To test the estimated total contract costs at completion, our audit procedures included, among others, evaluating the management’s methodology used, the significant inputs and the underlying data used by the Company. We assessed the reasons for changes in the estimated total contract costs at completion compared to those in the prior period for a selection of projects. We evaluated the estimated cost of material, labor and outsourcing at project level by obtaining project level cost detail and compared to construction contract, approved project budget and actual costs for a selection of projects. For example, we tested the estimated material costs by comparing to actual purchase cost of materials by type at year end and tested outsourcing cost by evaluating the estimate to complete against actual outsourcing contract and approved project budget. To evaluate the reasonableness of the estimated total contract costs at completion, we selected a sample of projects completed in 2025 and tested actual costs per project by comparing the actual costs against estimated cost to completion in prior year and evaluated any changes and causes.

/s/ EY Han Young

We have served as the Company’s auditor since 2024.

Seoul, Republic of Korea

April 29, 2026

F-3

Report of Independent Registered Public Accounting Firm

on Internal Control over Financial Reporting

To the Shareholders and the Board of Directors of POSCO HOLDINGS INC.

Opinion on Internal Control over Financial Reporting

We have audited POSCO HOLDINGS INC. and its subsidiaries (the Company)’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2024 and 2025, the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”), and our report dated April 29, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F-4

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors POSCO HOLDINGS INC.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of comprehensive income, changes in equity, and cash flows of POSCO HOLDINGS INC. and subsidiaries (the Company) for the year ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2023, in conformity with International Financial Reporting Standards Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ KPMG Samjong Accounting Corp.

We served as the Company’s auditor from 2008 to 2024.

Seoul, Korea

April 29, 2024

F-6

POSCO HOLDINGS INC. and its Subsidiaries

Consolidated Statements of Financial Position, Continued

As of December 31, 2024 and 2025


(in millions of Won)	Notes		December 31, 2024			December 31, 2025
Liabilities
Trade accounts and notes payable		23,37	￦	6,159,127			5,106,921
Short-term borrowings and current installments of long-term borrowings		4,17,23		11,115,747			12,117,422
Other payables		18,23,37		3,463,871			3,406,505
Other short-term financial liabilities		19,23		120,875			66,623
Current income tax liabilities				350,570			223,666
Liabilities directly associated with the assets held for sale		10		—			3,678
Provisions		20		396,030			571,648
Other current liabilities		22,28,29		1,134,843			1,574,195

Total current liabilities				22,741,063			23,070,658

Long-term trade accounts and notes payable		23		2,049			—
Long-term borrowings, excluding current installments		4,17,23		14,881,620			16,374,578
Other payables		18,23		809,012			1,237,358
Other long-term financial liabilities		19,23		72,920			91,068
Defined benefit liabilities, net		21		43,143			63,189
Deferred tax liabilities		35		2,685,549			1,159,973
Long-term provisions		20		580,559			650,329
Other non-current liabilities		22		185,052			247,813

Total non-current liabilities				19,259,904			19,824,308

Total liabilities				42,000,967			42,894,966

Equity
Share capital		24		482,403			482,403
Capital surplus		24		1,658,350			1,694,572
Other components of equity		26		1,155,429			1,561,510
Treasury shares		27		(1,550,862	)		(1,176,316	)
Retained earnings				53,644,899			53,197,035

Equity attributable to owners of the controlling company				55,390,219			55,759,204
Non-controlling interests		25		6,052,549			6,633,508

Total equity				61,442,768			62,392,712

Total liabilities and equity			￦	103,443,735			105,287,678

See accompanying notes to the consolidated financial statements.

F-

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2023, 2024 and 2025


(in millions of Won, except per share information)	Notes		2023			2024			2025
Revenue		28,29,37	￦	77,056,549			73,459,408			68,986,938
Cost of sales		29,31,34		(70,639,373	)		(67,971,443	)		(63,849,577	)

Gross profit				6,417,176			5,487,965			5,137,361
Selling and administrative expenses		23,30,34
Other administrative expenses				(2,651,902	)		(3,004,478	)		(3,094,810	)
Selling expenses				(233,579	)		(234,888	)		(244,175	)
Other operating income and expenses		23,33,34
Other operating income				401,986			387,105			305,591
Other operating expenses				(1,195,683	)		(1,183,876	)		(626,574	)

Operating profit				2,737,998			1,451,828			1,477,393
Share of profit (loss) of equity-accounted investees, net		11		269,678			(256,458	)		349,910
Finance income and costs		23,32
Finance income				3,830,746			5,211,595			3,222,137
Finance costs				(4,202,996	)		(5,080,735	)		(3,910,282	)

Profit before income taxes				2,635,426			1,326,230			1,139,158
Income tax expense		35		(789,367	)		(320,954	)		(612,135	)

Profit				1,846,059			1,005,276			527,023
Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss :
Capital adjustment arising from investments in equity-accounted investees				28,745			(42,753	)		(5,240	)
Foreign currency translation differences				76,433			231,347			35,619
Remeasurements of defined benefit plans		21		(118,548	)		(95,345	)		(13,163	)
Net changes in fair value of equity investments at fair value through other comprehensive income		23		257,725			(150,443	)		319,618
Items that are or may be reclassified subsequently to profit or loss :
Capital adjustment arising from investments in equity-accounted investees				207,860			331,616			48,561
Foreign currency translation differences				34,118			888,466			33,219
Gain or losses on valuation of derivatives		23		(1,292	)		(110	)		8

Other comprehensive income, net of tax				485,041			1,162,778			418,622

Total comprehensive income			￦	2,331,100			2,168,054			945,645

Profit (loss) attributable to :
Owners of the controlling company			￦	1,698,202			1,125,380			690,686
Non-controlling interests				147,857			(120,104	)		(163,663	)

Profit			￦	1,846,059			1,005,276			527,023

Total comprehensive income attributable to :
Owners of the controlling company			￦	2,131,847			2,039,382			1,065,660
Non-controlling interests				199,253			128,672			(120,015	)

Total comprehensive income			￦	2,331,100			2,168,054			945,645

Earnings per share (in Won)		36
Basic earnings per share (in Won)				22,383			14,853			9,134
Diluted earnings per share (in Won)			￦	22,383			12,640			9,134

See accompanying notes to the consolidated financial statements.

F-

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Consolidated Statements of Changes in Equity

For the years ended December 31, 2023, 2024 and 2025


	Attributable to owners of the controlling company
(in millions of Won)	Share capital		Capital surplus		Other components of equity			Treasury shares			Retained earnings			Subtotal			Non- controlling interests			Total
Balance as of January 1, 2023	￦	482,403		1,410,288		(443,990	)		(1,892,308	)		52,921,137			52,477,530			5,714,367			58,191,897
Comprehensive income:
Profit		—		—		—			—			1,698,202			1,698,202			147,857			1,846,059
Other comprehensive income (loss)
Remeasurements of defined benefit plans, net of tax		—		—		—			—			(83,148	)		(83,148	)		(35,400	)		(118,548	)
Capital adjustment arising from investments in equity-accounted investees, net of tax		—		—		225,591			—			—			225,591			11,014			236,605
Net changes in fair value of equity investments at fair value through other comprehensive income, net of tax		—		—		257,122			—			603			257,725			—			257,725
Foreign currency translation differences, net of tax		—		—		34,118			—			—			34,118			76,433			110,551
Gain or losses on valuation of derivatives, net of tax		—		—		(641	)		—			—			(641	)		(651	)		(1,292	)

Total comprehensive income		—		—		516,190			—			1,615,657			2,131,847			199,253			2,331,100

Transactions with owners of the controlling company, recognized directly in equity:
Year-end dividends		—		—		—			—			(151,698	)		(151,698	)		(94,690	)		(246,388	)
Interim dividends		—		—		—			—			(569,072	)		(569,072	)		—			(569,072	)
Changes in subsidiaries		—		—		—			—			—			—			5,805			5,805
Changes in ownership interests in subsidiaries		—		250,363		—			—			—			250,363			12,383			262,746
Interest of hybrid bonds		—		—		—			—			—			—			(8,925	)		(8,925	)
Repayment of hybrid bonds		—		—		—			—			—			—			(339,837	)		(339,837	)
Disposal of treasury shares		—		2,880		—			2,650			—			5,530			—			5,530
Share-based payment		—		6,783		—			—			—			6,783			17,324			24,107
Others		—		2,476		(4,944	)		—			(2,441	)		(4,909	)		(53,454	)		(58,363	)

Total transactions with owners of the controlling company		—		262,502		(4,944	)		2,650			(723,211	)		(463,003	)		(461,394	)		(924,397	)

Balance as of December 31, 2023	￦	482,403		1,672,790		67,256			(1,889,658	)		53,813,583			54,146,374			5,452,226			59,598,600

See accompanying notes to the consolidated financial statements.

F-

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Consolidated Statements of Changes in Equity, Continued

For the years ended December 31, 2023, 2024 and 2025


	Attributable to owners of the controlling company
(in millions of Won)	Share capital		Capital surplus			Other components of equity			Treasury shares			Retained earnings			Subtotal			Non- controlling interests			Total
Balance as of January 1, 2024	￦	482,403		1,672,790			67,256			(1,889,658	)		53,813,583			54,146,374			5,452,226			59,598,600
Comprehensive income:
Profit (loss)		—		—			—			—			1,125,380			1,125,380			(120,104	)		1,005,276
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		—		—			(133,212	)		—			(11,838	)		(145,050	)		(5,393	)		(150,443	)
Foreign currency translation differences, net of tax		—		—			888,466			—			—			888,466			231,347			1,119,813
Gain or losses on valuation of derivatives, net of tax		—		—			(281	)		—			—			(281	)		171			(110	)

Total comprehensive income		—		—			1,012,806			—			1,026,576			2,039,382			128,672			2,168,054

Transactions with owners of the controlling company, recognized directly in equity:
Year-end dividends		—		—			—			—			(189,691	)		(189,691	)		(86,001	)		(275,692	)
Interim dividends		—		—			—			—			(568,433	)		(568,433	)		—			(568,433	)
Changes in subsidiaries		—		—			—			—			—			—			32,691			32,691
Changes in ownership interests 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			75,367			—			(6,029	)		72,905			47,353			120,258

Total transactions with owners of the controlling company		—		(14,440	)		75,367			338,796			(1,195,260	)		(795,537	)		471,651			(323,886	)

Balance as of December 31, 2024	￦	482,403		1,658,350			1,155,429			(1,550,862	)		53,644,899			55,390,219			6,052,549			61,442,768

See accompanying notes to the consolidated financial statements.

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POSCO HOLDINGS INC. and its Subsidiaries

Consolidated Statements of Changes in Equity, Continued

For the years ended December 31, 2023, 2024 and 2025


	Attributable to owners of the controlling company
(in millions of Won)	Share capital		Capital surplus		Other components of equity		Treasury shares			Retained earnings			Subtotal			Non- controlling interests			Total
Balance as of January 1, 2025	￦	482,403		1,658,350		1,155,429		(1,550,862	)		53,644,899			55,390,219			6,052,549			61,442,768
Comprehensive income:
Profit (loss)		—		—		—		—			690,686			690,686			(163,663	)		527,023
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		—		—		49,174		—			—			49,174			(5,853	)		43,321
Net changes in fair value of equity investments at fair value through other comprehensive income, net of tax		—		—		321,132		—			(2,478	)		318,654			964			319,618
Foreign currency translation differences, net of tax		—		—		33,219		—			—			33,219			35,619			68,838
Gain or losses on valuation of derivatives, net of tax		—		—		8		—			—			8			—			8

Total comprehensive income		—		—		403,533		—			662,127			1,065,660			(120,015	)		945,645

Transactions with owners of the controlling company, recognized directly in equity:
Year-end dividends		—		—		—		—			(189,052	)		(189,052	)		(159,410	)		(348,462	)
Interim dividends		—		—		—		—			(567,156	)		(567,156	)		—			(567,156	)
Changes in subsidiaries		—		—		—		—			—			—			174,300			174,300
Changes in ownership interests in subsidiaries		—		35,622		—		—			—			35,622			737,181			772,803
Retirement of treasury shares		—		—		—		374,546			(374,546	)		—			—			—
Others		—		600		2,548		—			20,763			23,911			(51,097	)		(27,186	)

Total transactions with owners of the controlling company		—		36,222		2,548		374,546			(1,109,991	)		(696,675	)		700,974			4,299

Balance as of December 31, 2025	￦	482,403		1,694,572		1,561,510		(1,176,316	)		53,197,035			55,759,204			6,633,508			62,392,712

See accompanying notes to the consolidated financial statements.

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POSCO HOLDINGS INC. and its Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2023, 2024 and 2025


(in millions of Won)	Notes		2023			2024			2025
Cash flows from operating activities
Profit			￦	1,846,059			1,005,276			527,023
Adjustments for:
Depreciation				3,346,461			3,530,770			3,693,288
Amortization				498,193			453,689			465,935
Finance income				(1,850,756	)		(3,476,227	)		(1,645,330	)
Finance costs				2,179,233			3,202,268			2,098,373
Income tax expense				789,367			320,954			612,135
Gain on disposal of property, plant and equipment				(9,387	)		(26,533	)		(15,792	)
Loss on disposal of property, plant and equipment				125,823			85,149			89,883
Impairment loss on property, plant and equipment				275,846			608,122			135,653
Gain on disposal of intangible assets				(401	)		(8,570	)		(2,036	)
Gain on disposal of investments in subsidiaries, associates and joint ventures				(197,088	)		(14,235	)		(47,374	)
Loss on disposal of investments in subsidiaries, associates and joint ventures				18,843			73,428			12,819
Share of loss (profit) of equity-accounted investees				(269,678	)		256,458			(349,910	)
Expenses related to post-employment benefits				206,614			246,484			264,232
Increase to provisions				160,880			217,174			410,522
Impairment loss on trade and other receivables				265,914			185,129			203,802
Loss on (reversal of) valuation of inventories				309,317			77,832			(25,482	)
Impairment loss on goodwill and intangible assets				129,907			47,993			51,640
Gain on disposal of assets held for sale				(1,312	)		(4,801	)		(53,692	)
Loss on disposal of assets held for sale				103,366			33,943			13,104
Gain on insurance claim				(7,682	)		(157,552	)		(19,596	)
Others, net				(43,415	)		11,797			(4,216	)

				6,030,045			5,663,272			5,887,958

Changes in operating assets and liabilities		39		(1,087,529	)		261,841			(776,207	)
Interest received				447,621			570,769			421,430
Interest paid				(1,038,005	)		(1,028,654	)		(1,085,791	)
Dividends received				696,941			744,857			437,835
Income taxes paid				(727,437	)		(553,706	)		(840,338	)

Net cash provided by operating activities			￦	6,167,695			6,663,655			4,571,910

See accompanying notes to the consolidated financial statements.

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POSCO HOLDINGS INC. and its Subsidiaries

Consolidated Statements of Cash Flows, Continued

For the years ended December 31, 2023, 2024 and 2025


(in millions of Won)	Notes	2023			2024			2025
Cash flows from investing activities
Acquisitions of short-term financial instruments		￦	(39,830,719	)		(15,835,323	)		(15,987,580	)
Proceeds from disposal of short-term financial instruments			40,174,440			19,501,852			16,093,407
Acquisitions of long-term financial instruments			(5,362	)		(3,791	)		(19,921	)
Increase in loans			(1,238,668	)		(820,248	)		(277,442	)
Collection of loans			1,369,763			784,616			100,034
Acquisitions of securities			(380,744	)		(1,144,352	)		(836,079	)
Proceeds from disposal of securities			142,791			1,210,011			489,046
Acquisitions of investments in associates and joint ventures			(417,603	)		(301,816	)		(213,279	)
Proceeds from disposal of investments in associates and joint ventures			142,316			45,185			39,170
Acquisitions of property, plant and equipment			(6,733,289	)		(7,669,700	)		(5,665,151	)
Proceeds from (payment for) disposal of property, plant and equipment			(11,895	)		44,189			214,126
Acquisitions of investment property			(56,043	)		(3,883	)		(3,614	)
Proceeds from disposal of investment property			707			418			1,403
Acquisitions of intangible assets			(481,882	)		(492,785	)		(576,029	)
Proceeds from disposal of intangible assets			30,328			11,711			7,910
Proceeds from disposal of assets held for sale			4,850			10,307			846,102
Collection of lease receivables			52,657			31,136			25,480
Cash outflows due to business combinations, net of cash acquired			(150,201	)		—			—
Net assets acquired due to changes in the scope of consolidation			—			—			(807,255	)
Net assets disposed due to changes in the scope of consolidation			—			—			71,597
Cash inflow from insurance claim			7,682			157,278			19,596
Others, net			(7,352	)		(11,588	)		(208,799	)

Net cash used in investing activities			(7,388,224	)		(4,486,783	)		(6,687,278	)

Cash flows from financing activities
Proceeds from borrowings			7,817,217			5,899,541			5,393,340
Repayment of borrowings			(4,461,114	)		(7,532,911	)		(5,158,334	)
Proceeds from (repayment of) short-term borrowings, net			(2,524,077	)		(217,759	)		2,158,541
Payment of cash dividends			(815,451	)		(844,195	)		(915,216	)
Repayment of hybrid bonds			(340,000	)		—			—
Payment of interest of hybrid bonds			(10,043	)		—			—
Capital contribution from non-controlling interests and proceeds from disposal of subsidiary while maintaining control			299,342			513,710			832,430
Capital deduction from non-controlling interests and additional acquisition of interests in subsidiaries			(9,721	)		(19,080	)		(4,436	)
Repayment of lease liabilities			(222,829	)		(195,367	)		(143,423	)
Acquisition of treasury shares			—			(92,311	)		—
Others, net			88,083			186,639			239,946

Net cash provided by (used in) financing activities	39		(178,593	)		(2,301,733	)		2,402,848

Effect of exchange rate fluctuation on cash held			16,719			221,880			(5,578	)

Net increase (decrease) in cash and cash equivalents			(1,382,403	)		97,019			281,902
Cash and cash equivalents at beginning of the period	5,10		8,053,282			6,670,879			6,767,898

Cash and cash equivalents at end of the period	5,10	￦	6,670,879			6,767,898			7,049,800

See accompanying notes to the consolidated financial statements.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements

As of December 31, 2024 and 2025

1.	General Information

General

information about POSCO HOLDINGS INC. (the “Company”), the controlling company, and its subsidiaries in the scope of consolidation, such as

domestic subsidiaries including POSCO and

134

foreign subsidiaries including POSCO America Corporation, (collectively referred to as the “Company”) in accordance with IFRS No. 10 and

115

associates and joint ventures is as follows:

(a)	The controlling company

POSCO HOLDINGS INC., the controlling company, was established on April 1, 1968, under the Commercial Code of the Republic of Korea. The shares of the controlling company have been listed on the Korea Exchange since June 10, 1988. The controlling company operates an investment business that controls and manages subsidiaries etc. through ownership of their shares.

On March 2, 2022, the controlling company established a new subsidiary, POSCO, by a vertical

spin-off

of its steel business (which is wholly owned by the surviving company) on March 1, 2022, and changed the name of the surviving company to POSCO HOLDINGS INC.

As of December 31, 2025, POSCO HOLDINGS INC.’s shareholders are as follows:


Shareholder’s name	Number of shares		Ownership (%)
National Pension Service		6,441,610		7.96
BlackRock Fund Advisors(*1)		4,206,522		5.20
CITIBANK.N.A		2,289,755		2.83
Pohang University of Science and Technology		1,981,047		2.45
Samsung Group		1,861,979		2.30
Others		64,152,039		79.26

		80,932,952		100.00

(*1)	Includes shares held by subsidiaries and others.

As of December 31, 202

, the shares of POSCO HOLDINGS INC. are listed on the Korea Exchange, while its American Depositary Receipts (“ADRs”) are listed on the New York Stock Exchange.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(b)	Consolidated subsidiaries

Details of consolidated subsidiaries as of December 31, 2024 and 2025 are as follows:


		Ownership (%)
		December 31, 2024						December 31, 2025
	Principal operations	POSCO HOLDINGS INC.		Subsidiaries		Total		POSCO HOLDINGS INC.		Subsidiaries		Total		Region
[Domestic]
POSCO	Steel, rolled products and plates		100.00		—		100.00		100.00		—		100.00		Pohang
POSCO Eco & Challenge Co., Ltd.	Engineering and construction		52.80		—		52.80		52.80		—		52.80		Pohang
POSCO STEELEON Co., Ltd.	Coated steel manufacturing		—		56.96		56.96		—		56.96		56.96		Pohang
POSCO DX Co., Ltd.	Computer hardware and software distribution		65.47		—		65.47		65.47		—		65.47		Pohang
POSCO Research Institute	Economic research and consulting		100.00		—		100.00		100.00		—		100.00		Seoul
POSCO WIDE Co., Ltd.	Business facility maintenance		100.00		—		100.00		100.00		—		100.00		Seoul
POSCO A&C	Architecture and consulting		—		100.00		100.00		—		100.00		100.00		Seoul
POSCO Venture Capital Co., Ltd.	Investment in venture companies		100.00		—		100.00		100.00		—		100.00		Pohang
eNtoB Corporation	Electronic commerce		—		69.32		69.32		—		69.32		69.32		Seoul
POSCO FUTURE M CO.,LTD.	Refractories, Anode/Cathode materials manufacturing and sales		59.74		—		59.74		58.18		—		58.18		Pohang
POSCO FLOW Co., Ltd.	Transporting and warehousing		100.00		—		100.00		100.00		—		100.00		Gwangyang
POSCO M-TECH(*3)	Packing materials manufacturing and sales		—		48.85		48.85		—		48.85		48.85		Pohang
PNR	Steel by product manufacturing and sales		—		70.00		70.00		—		70.00		70.00		Pohang
POSCO WOMAN’S FUND(*3)	Investment in venture companies		—		40.00		40.00		—		40.00		40.00		Seoul
POSCO Group University	Education service and real estate business		100.00		—		100.00		100.00		—		100.00		Incheon
Growth Ladder POSCO K-Growth Global Fund(*3)	Investment in venture companies		—		50.00		50.00		—		50.00		50.00		Pohang
POSCO IH	Intellectual Property Services and consulting		100.00		—		100.00		100.00		—		100.00		Seoul
TANCHEON E&E	Refuse derived fuel and power generation		—		100.00		100.00		—		100.00		100.00		Seoul
POSCO Humans	Business assistance service		—		100.00		100.00		—		100.00		100.00		Pohang
Mapo Hibroad Parking Co., Ltd.	Construction		—		71.00		71.00		—		71.00		71.00		Seoul
Busan E&E Co., Ltd.	Refuse derived fuel and power generation		70.00		—		70.00		70.00		—		70.00		Busan
POSCO INTERNATIONAL Corporation	Trading, power generation, energy & resource development and others		72.98		—		72.98		72.98		—		72.98		Seoul

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


		Ownership (%)
		December 31, 2024						December 31, 2025
	Principal operations	POSCO HOLDINGS INC.		Subsidiaries		Total		POSCO HOLDINGS INC.		Subsidiaries		Total		Region
[Domestic]
Pohang Scrap Recycling Distribution Center Co., Ltd.	Steel processing and sales		—		51.00		51.00		—		51.00		51.00		Pohang
Songdo Development PMC (Project Management Company) LLC.	Housing business agency		—		100.00		100.00		—		100.00		100.00		Incheon
Korea Fuel Cell	Fuel cell		—		100.00		100.00		—		100.00		100.00		Pohang
POSCO GEM 1st Fund	Investment in venture companies		98.81		1.19		100.00		98.82		1.18		100.00		Pohang
POSCO MOBILITY SOLUTION	STC, TMC, Plate manufacturing and sales		—		100.00		100.00		—		100.00		100.00		Cheonan
Posco New Growth	Investment in venture companies		99.89		0.11		100.00		99.89		0.11		100.00		Seoul
IMP Fund I	Investment in venture companies		98.05		—		98.05		98.05		—		98.05		Pohang
POSCO-Pilbara LITHIUM SOLUTION Co., Ltd.	Lithium manufacturing and sales		82.00		—		82.00		82.00		—		82.00		Gwangyang
POSCO-HY Clean Metal Co., Ltd.	Non-ferrous metal smelting		—		75.00		75.00		—		100.00		100.00		Gwangyang
Consus Pf Private Real Estate Fund	REITs		—		66.67		66.67		—		—		—		—
New Energy Hub	Electricity and gas supply		—		100.00		100.00		—		—		—		—
Posco Busan Newdeal Fund(*3)	Investment in venture companies		—		32.00		32.00		—		32.00		32.00		Pohang
Shinan Green Energy Co., LTD	Electricity production		—		54.53		54.53		—		54.53		54.53		Shinahn
eSteel4U	Wholesales and retail		—		61.12		61.12		—		61.12		61.12		Seoul
POSCO Social Investment Fund	Investment in venture companies		20.00		50.00		70.00		20.00		50.00		70.00		Pohang
POSCO Silicon Solution Co., Ltd	Other engineering R&D industries		100.00		—		100.00		100.00		—		100.00		Sejong
Consus Pf Private Real Estate Fund No.2	Real estate development		—		66.67		66.67		—		—		—		—
POSCO GS Eco Materials Co., Ltd	Rechargeable battery		51.00		—		51.00		70.25		—		70.25		Seoul
POSCO Lithium Solution Co., Ltd.	Lithium manufacturing and sales		100.00		—		100.00		100.00		—		100.00		Gwangyang
QSONE Co.,Ltd.	Real estate rental		100.00		—		100.00		100.00		—		100.00		Seoul
POSCO PS Tech	Maintenance service		—		100.00		100.00		—		100.00		100.00		Pohang
POSCO PR Tech	Maintenance service		—		100.00		100.00		—		100.00		100.00		Pohang
POSCO PH Solution	Maintenance service		—		100.00		100.00		—		100.00		100.00		Pohang
POSCO GYS Tech	Maintenance service		—		100.00		100.00		—		100.00		100.00		Gwangyang
POSCO GYR Tech	Maintenance service		—		100.00		100.00		—		100.00		100.00		Gwangyang
POSCO GY Solution	Maintenance service		—		100.00		100.00		—		100.00		100.00		Gwangyang
PCC Facilities Component Fund	Investment Association		—		60.00		60.00		—		60.00		60.00		Pohang
POSCO HOLDINGS CVC 2nd Fund	Investment in new technologies business		98.76		1.24		100.00		98.77		1.23		100.00		Pohang
International Energy Expansion for Technology Innovation Fund	Investment in new technologies business		—		60.00		60.00		—		60.00		60.00		Pohang

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


		Ownership (%)
		December 31, 2024						December 31, 2025
	Principal operations	POSCO HOLDINGS INC.		Subsidiaries		Total		POSCO HOLDINGS INC.		Subsidiaries		Total		Region
[Domestic]
POSCO CNGR Nickel Solution	High-Purity nickel manufacturing and sales		60.00		—		60.00		—		—		—		—
POSCO CVC Scale-Up Fund	Investment in venture companies		—		60.00		60.00		—		60.00		60.00		Pohang
SK SOLRA POWER GENERATION COPORATION	Power generation		—		100.00		100.00		—		—		—		—
POSCO ZT AIR SOLUTION	High-Purity rare gas manufacturing and sales		75.10		—		75.10		75.10		—		75.10		Gwangyang
RNR logistics	Logistics and warehousing		—		100.00		100.00		—		100.00		100.00		Seoul
Mastern No.123 Yeoju Samgyo PFV CO., Ltd	Logistics and warehousing		—		100.00		100.00		—		—		—		—
POSCO DEEPTECH IP FUND	Investment in new technologies		—		—		—		—		60.00		60.00		Pohang
FUTURE GRAPH CO., LTD.	Spherical graphite manufacturing		—		—		—		—		100.00		100.00		Gunsan
CHEMGAS KOREA CO., LTD.	Specialty gass refining and sales		—		—		—		—		100.00		100.00		Eumseong
POSCO-EVER NEW MEDICAL Investment Fund	Investment in new technologies		—		—		—		—		60.00		60.00		Seoul
POSCO Stainless Precision & Processing	STS		—		—		—		—		100.00		100.00		Ansan
POSCO INTERNATIONAL CVC 1st Fund	Investment in new technologies		—		—		—		—		100.00		100.00		Pohang
POSCO CVC 1st Fund	Investment in new technologies		—		—		—		—		100.00		100.00		Pohang
New Zero 2nd Co., Ltd.	SPC		—		—		—		—		100.00		100.00		Seoul
POSCO DX CVC 1st Fund	Investment in new technologies		—		—		—		—		100.00		100.00		Pohang
POSCO Group AC Fund I	Investment in new technologies		—		—		—		98.38		1.62		100.00		Pohang
POSCO Safety Solution	Safety consulting		—		—		—		100.00		—		100.00		Seongnam
Startup Korea Posco group Openinnovation Fund	Investment in new technologies		—		—		—		—		70.00		70.00		Pohang
FLOW K CO., Ltd.	Logistics and warehousing		—		—		—		—		70.00		70.00		Gwangyang

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


		Ownership (%)
		December 31, 2024						December 31, 2025
	Principal operations	POSCO HOLDINGS INC.		Subsidiaries		Total		POSCO HOLDINGS INC.		Subsidiaries		Total		Region
[Foreign]
POSCO America Corporation	Research&Consulting		99.45		0.54		99.99		99.45		0.54		99.99	USA
POSCO AUSTRALIA PTY LTD	Raw material sales & mine development		100.00		—		100.00		100.00		—		100.00	Australia
POSCO Canada Ltd.	Coal sales		100.00		—		100.00		100.00		—		100.00	Canada
POSCO Asia Co., Ltd.	Finance		100.00		—		100.00		100.00		—		100.00	China
POSCO-CTPC Co., Ltd.	Steel manufacturing and sales		100.00		—		100.00		100.00		—		100.00	China
POSCO E&C Vietnam Co., Ltd.	Steel structure manufacturing and sales		—		100.00		100.00		—		—		—	—
POSCO (Zhangjiagang) Stainless Steel Co.,Ltd.	Stainless steel manufacturing and sales		58.60		23.88		82.48		58.60		23.88		82.48	China
POSCO (Thailand) Company Limited	Steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	Thailand
POSCO-MKPC SDN BHD	Steel manufacturing and sales		—		70.00		70.00		—		70.00		70.00	Malaysia
Qingdao Pohang Stainless Steel Co., Ltd.	Stainless steel manufacturing and sales		70.00		30.00		100.00		70.00		30.00		100.00	China
POSCO(Suzhou) Automotive Processing Center Co., Ltd.	Steel manufacturing and sales		90.00		10.00		100.00		90.00		10.00		100.00	China
POSCO-China Qingdao Processing Center Co.Ltd.	Steel manufacturing and sales		100.00		—		100.00		100.00		—		100.00	China
POS-ORE PTY LTD	Iron ore development and sales		—		100.00		100.00		—		100.00		100.00	Australia
POSCO-China Holding Corp.	Holding company		100.00		—		100.00		100.00		—		100.00	China
POSCO JAPAN Co., Ltd.	Steel Marketing, demand development and technology research		100.00		—		100.00		100.00		—		100.00	Japan
POS-GC PTY LTD	Coal sales		—		100.00		100.00		—		100.00		100.00	Australia
POSCO-India Private Limited	Steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	India
POSCO-India Pune Processing Center. Pvt. Ltd.	Steel manufacturing and sales		—		65.00		65.00		—		100.00		100.00	India
POSCO Japan PC CO.,LTD	Steel manufacturing and sales		—		86.12		86.12		—		86.12		86.12	Japan
POSCO-CFPC Co., Ltd.	Steel manufacturing and sales		44.66		55.34		100.00		44.66		55.34		100.00	China
POSCO E&C CHINA Co., Ltd.	Civil engineering and construction		—		100.00		100.00		—		100.00		100.00	China
POSCO MPPC S.A. de C.V.	Steel manufacturing and sales		21.02		75.29		96.31		21.02		78.98		100.00	Mexico
Zhangjigang Pohang Port Co., Ltd.	Loading and unloading service		—		100.00		100.00		—		100.00		100.00	China

F-1

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


		Ownership (%)
		December 31, 2024						December 31, 2025
	Principal operations	POSCO HOLDINGS INC.		Subsidiaries		Total		POSCO HOLDINGS INC.		Subsidiaries		Total		Region
[Foreign]
POSCO-VIETNAM Co., Ltd.	Steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	Vietnam
POSCO MEXICO S.A. DE C.V.	Automotive steel sheet manufacturing and sales		—		98.16		98.16		—		98.16		98.16	Mexico
POSCO-Poland Wroclaw Processing Center Sp. z o. o.	Steel manufacturing and sales		—		60.00		60.00		—		60.00		60.00	Poland
POS-NP PTY LTD	Coal sales		—		100.00		100.00		—		100.00		100.00	Australia
DAEWOO INTERNATIONAL SHANGHAI WAIGAOQIAO CO., LTD	Intermediary trade & bonded warehouse operation		—		100.00		100.00		—		100.00		100.00	China
PT. Bio Inti Agrindo	Forest resources development		—		85.00		85.00		—		85.00		85.00	Indonesia
POSCO ENGINEERING AND CONSTRUCTION AUSTRALIA (POSCO E&C AUSTRALIA) PTY LTD	Construction and engineering service		—		100.00		100.00		—		100.00		100.00	Australia
POSCO-TISCO (JILIN) PROCESSING CENTER Co., Ltd.	Steel manufacturing and sales		50.00		10.00		60.00		50.00		10.00		60.00	China
POSCO Thainox Public Company Limited	STS cold-rolled steel manufacturing and sales		—		74.56		74.56		—		74.56		74.56	Thailand
HUNCHUN POSCO HMM INTERNATIONAL LOGISTICS CO., LTD.	Logistics		—		81.55		81.55		—		81.55		81.55	China
POSCO INTERNATIONAL VIETNAM CO., LTD	Trading business		—		100.00		100.00		—		100.00		100.00	Vietnam
POSCO(Chongqing) Automotive Processing Center Co., Ltd.	Steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	China
SUZHOU POSCO-CORE TECHNOLOGY CO., LTD.	Component manufacturing and sales		—		100.00		100.00		—		—		—	—
PT.KRAKATAU POSCO FUTUREM	Quicklime manufacturing and sales		—		80.00		80.00		—		80.00		80.00	Indonesia
POSCO AFRICA (PROPRIETARY) LIMITED	Mine development		100.00		—		100.00		100.00		—		100.00	South Africa
POSCO Center Beijing	Real estate development, rental and management		—		100.00		100.00		—		100.00		100.00	China
POSCO-Malaysia SDN. BHD.	Steel manufacturing and sales		—		95.42		95.42		—		95.42		95.42	Malaysia

F-

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


		Ownership (%)
		December 31, 2024						December 31, 2025
	Principal operations	POSCO HOLDINGS INC.		Subsidiaries		Total		POSCO HOLDINGS INC.		Subsidiaries		Total		Region
[Foreign]
PT KRAKATAU BLUE WATER	Wastewater treatment facilities operation and maintenance		—		67.00		67.00		—		67.00		67.00	Indonesia
POSCO INTERNATIONAL MYANMAR CO.,LTD.	Trading business		—		100.00		100.00		—		100.00		100.00	Myanmar
POSCO-Italy Processing Center	Stainless steel sheet manufacturing and sales		88.89		11.11		100.00		88.89		11.11		100.00	Italy
Myanmar POSCO C&C Company,Limited.	Steel manufacturing and sales		—		70.00		70.00		—		70.00		70.00	Myanmar
POSCO DX VIETNAM	IT service and electric control engineering		—		100.00		100.00		—		100.00		100.00	Vietnam
POSCO INTERNATIONAL GLOBAL DEVELOPMENT PTE.LTD.	Real estate development		—		75.00		75.00		—		75.00		75.00	Singapore
POS-Minerals Corporation	Mine development management and sales		—		100.00		100.00		—		100.00		100.00	USA
POSCO(Wuhu) Automotive Processing Center Co., Ltd.	Steel manufacturing and sales		68.57		31.43		100.00		68.57		31.43		100.00	China
POSCO Engineering and Construction India Private Limited	Civil engineering and construction		—		100.00		100.00		—		100.00		100.00	India
POSCO COATED STEEL (THAILAND) CO., LTD.	Vehicle steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	Thailand
POSCO INTERNATIONAL AMARA Co., Ltd.	Real estate development		—		85.00		85.00		—		85.00		85.00	Myanmar
POSCO-Mexico Villagran Wire-rod Processing Center	Steel manufacturing and sales		—		66.75		66.75		—		66.75		66.75	Mexico
POSCO ChengDu Processing Center(*3)	Steel manufacturing and sales		—		43.00		43.00		—		43.00		43.00	China
POSCO(Suzhou) Steel Processing Center CO., LTD.	Steel manufacturing and sales		—		100.00		100.00		—		—		—	—
POSCO E&C SMART S DE RL DE CV	Civil engineering and construction		—		100.00		100.00		—		100.00		100.00	Mexico
POSCO Philippine Manila Processing Center, Inc.	Steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	Philippines
POSCO E&C HOLDINGS CO.,Ltd.	Holding company		—		100.00		100.00		—		100.00		100.00	Thailand

F-2

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


		Ownership (%)
		December 31, 2024						December 31, 2025
	Principal operations	POSCO HOLDINGS INC.		Subsidiaries		Total		POSCO HOLDINGS INC.		Subsidiaries		Total		Region
[Foreign]
PT.KRAKATAU POSCO SOCIAL ENTERPRISE SERVICES INDONESIA	Social enterprise		—		99.91		99.91		—		99.91		99.91	Indonesia
Ventanas Philippines Construction Inc	Construction		—		100.00		100.00		—		100.00		100.00	Philippines
SANPU TRADING Co., Ltd.	Raw material trading		—		70.04		70.04		—		—		—	—
Zhangjiagang BLZ Pohang International Trading	Steel Intermediate trade		—		100.00		100.00		—		100.00		100.00	China
POSCO RU Limited Liability Company	Trade and business development		100.00		—		100.00		100.00		—		100.00	Russia
GOLDEN LACE POSCO INTERNATIONAL CO., LTD.	Rice processing		—		60.00		60.00		—		60.00		60.00	Myanmar
POSCO DX China CO.,LTD	IT service and DVR business		—		100.00		100.00		—		100.00		100.00	China
Pos-Sea Pte Ltd	Steel Intermediate trade		—		100.00		100.00		—		100.00		100.00	Singapore
POSCO Europe Steel Distribution Center	Logistics & Steel sales		—		90.00		90.00		—		90.00		90.00	Slovenia
POSCO ENGINEERING (THAILAND) CO., LTD.	Construction and engineering service		—		100.00		100.00		—		100.00		100.00	Thailand
POSCO VST CO., LTD.	Stainless steel sheet manufacturing and sales		95.65		—		95.65		95.65		—		95.65	Vietnam
POSCO INTERNATIONAL UKRAINE, LLC.	Grain sales		—		100.00		100.00		—		100.00		100.00	Ukraine
Zhangjiagang Pohang Refractories Co., Ltd.	Refractory materials sales & furnace maintenance		—		51.00		51.00		—		51.00		51.00	China
POSCO Maharashtra Steel Private Limited	Steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	India
POSCO INDIA PROCESSING CENTER PRIVATE LIMITED	Steel manufacturing and sales		—		95.32		95.32		—		95.32		95.32	India
POSCO TNPC Otomotiv Celik San. Ve Tic. A.S	Steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	Turkiye
POSCO Vietnam Processing Center Joint Stock Company	Steel manufacturing and sales		84.04		15.96		100.00		84.04		15.96		100.00	Vietnam
POSCO(Liaoning) Automotive Processing Center Co., Ltd.	Steel manufacturing and sales		90.00		10.00		100.00		90.00		10.00		100.00	China
POSCO-Indonesia Jakarta Processing Center	Steel manufacturing and sales		—		92.20		92.20		—		92.20		92.20	Indonesia

F-2

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


		Ownership (%)
		December 31, 2024						December 31, 2025
	Principal operations	POSCO HOLDINGS INC.		Subsidiaries		Total		POSCO HOLDINGS INC.		Subsidiaries		Total		Region
[Foreign]
PT.MOTTA RESOURCES INDONESIA	Mine development		65.00		—		65.00		65.00		—		65.00	Indonesia
POSCO TMC INDIA PRIVATE LIMITED	Steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	India
POSCO AMERICA ALABAMA PROCESSING CENTER CO., LTD.	Steel manufacturing and sales		—		97.80		97.80		—		97.80		97.80	USA
POSCO(Yantai) Automotive Processing Center Co., Ltd.	Steel manufacturing and sales		90.00		10.00		100.00		90.00		10.00		100.00	China
POSCO India Steel Distribution Center Private Ltd.	Steel logistics		—		100.00		100.00		—		100.00		100.00	India
POSCO YAMATO VINA STEEL JOINT STOCK COMPANY	Steel manufacturing and sales		—		51.00		51.00		—		51.00		51.00	Vietnam
PT.POSCO DX INDONESIA	IT service and electric control engineering		—		66.99		66.99		—		66.99		66.99	Indonesia
POSCO NCR Coal Ltd.	Coal sales		—		100.00		100.00		—		100.00		100.00	Canada
POSCO WA PTY LTD	Iron ore sales & mine development		100.00		—		100.00		100.00		—		100.00	Australia
POSCO AUSTRALIA GP PTY LIMITED	Resource development		—		100.00		100.00		—		100.00		100.00	Australia
PT. KRAKATAU POSCO ENERGY	Electricity production construction and operation		—		55.00		55.00		—		55.00		55.00	Indonesia
POSCO INTERNATIONAL AMERICA CORP.	Trading business		—		100.00		100.00		—		100.00		100.00	USA
POSCO INTERNATIONAL Deutschland GMBH	Trading business		—		100.00		100.00		—		100.00		100.00	Germany
POSCO INTERNATIONAL JAPAN CORP.	Trading business		—		100.00		100.00		—		100.00		100.00	Japan
POSCO INTERNATIONAL SINGAPORE PTE. LTD.	Trading business		—		100.00		100.00		—		100.00		100.00	Singapore
POSCO INTERNATIONAL ITALIA S.R.L.	Trading business		—		100.00		100.00		—		100.00		100.00	Italy
POSCO INTERNATIONAL (CHINA) CO., LTD	Trading business		—		100.00		100.00		—		100.00		100.00	China
POSCO INTERNATIONAL TEXTILE LLC.	Textile manufacturing		—		100.00		100.00		—		100.00		100.00	Uzbekistan

F-2

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


		Ownership (%)
		December 31, 2024						December 31, 2025
	Principal operations	POSCO HOLDINGS INC.		Subsidiaries		Total		POSCO HOLDINGS INC.		Subsidiaries		Total		Region
[Foreign]
POSCO INTERNATIONAL AUSTRALIA HOLDINGS PTY. LTD.	Resource development		—		100.00		100.00		—		100.00		100.00	Australia
POSCO MAURITIUS LIMITED	Coal development and sales		—		100.00		100.00		—		100.00		100.00	Mauritius
PT. KRAKATAU POSCO(*3)	Steel manufacturing and sales		—		50.00		50.00		—		50.00		50.00	Indonesia
POSCO INTERNATIONAL MEXICO, S.A de C.V..	Trading business		—		100.00		100.00		—		100.00		100.00	Mexico
POSCO INTERNATIONAL MALAYSIA SDN BHD	Trading business		—		100.00		100.00		—		100.00		100.00	Malaysia
PT.POSCO INDONESIA INTI	Consulting		100.00		—		100.00		100.00		—		100.00	Indonesia
POSCO INTERNATIONAL SHANGHAI CO., LTD.	Trading business		—		100.00		100.00		—		100.00		100.00	China
POSCO INTERNATIONAL INDIA PVT., LTD	Trading business		—		100.00		100.00		—		100.00		100.00	India
PT. POSCO E&C INDONESIA	Civil engineering and construction		—		100.00		100.00		—		100.00		100.00	Indonesia
HUME COAL PTY LTD	Raw material manufacturing		—		100.00		100.00		—		100.00		100.00	Australia
Brazil Sao Paulo Steel Processing Center	Steel manufacturing and sales		—		76.00		76.00		—		76.00		76.00	Brazil
POSCO ENGINEERING & CONSTRUCTION DO BRAZIL LTDA.	Construction		—		100.00		100.00		—		—		—	—
POSCO ASSAN TST STEEL INDUSTRY Inc	Steel manufacturing and sales		—		70.00		70.00		—		70.00		70.00	Turkiye
HONG KONG POSCO E&C (CHINA) INVESTMENT Co., Ltd.	Real estate development and investment		—		100.00		100.00		—		100.00		100.00	Hongkong
JB CLARK HILLS	Apartment construction		—		70.00		70.00		—		70.00		70.00	Philippines
POS-LT Pty Ltd	Lithium mining investment		—		100.00		100.00		—		100.00		100.00	Australia
ZHEJIANG POSCO-HUAYOU ESM CO., LTD	Anode material manufacturing		14.67		45.33		60.00		14.67		45.33		60.00	China
POSCO Argentina S.A.U.	Mineral exploration/manufacturing/sales		100.00		—		100.00		100.00		—		100.00	Argentina
GRAIN TERMINAL HOLDING PTE. LTD.	Trading business		—		75.00		75.00		—		75.00		75.00	Singapore
Mykolaiv Milling Works PJSC.	Grain trading		—		100.00		100.00		—		100.00		100.00	Ukraine

F-2

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


		Ownership (%)
		December 31, 2024						December 31, 2025
	Principal operations	POSCO HOLDINGS INC.		Subsidiaries		Total		POSCO HOLDINGS INC.		Subsidiaries		Total		Region
[Foreign]
Yuzhnaya Stevedoring Company Limited LLC.	Cargo handling		—		100.00		100.00		—		100.00		100.00	Ukraine
Posco International (Thailand) Co., Ltd.	Trade		—		100.00		100.00		—		100.00		100.00	Thailand
PT POSCO INTERNATIONAL INDONESIA	Trade		—		100.00		100.00		—		100.00		100.00	Indonesia
PEC POWERCON SDN. BHD.	Construction and engineering service		—		100.00		100.00		—		100.00		100.00	Malaysia
Poland Legnica Sourcing Center Sp. z o.o	Non-ferrous metal Smetling		100.00		—		100.00		100.00		—		100.00	Poland
POSCO INTERNATIONAL E&P MALAYSIA SDN. BHD.	Extraction of Crude petroleum and Natural gas		—		100.00		100.00		—		100.00		100.00	Malaysia
AGPA PTE. LTD.	Holding company		—		100.00		100.00		—		100.00		100.00	Singapore
Senex Holdings PTY LTD(*1)	Resource Development		—		50.10		50.10		—		50.10		50.10	Australia
Posco International Mexico e-Mobility S.A DE C.V.	Electric Vehicle Parts Manufacturing		—		100.00		100.00		—		100.00		100.00	Mexico
Posco Future Materials Canada Inc.	Holding company		—		100.00		100.00		—		100.00		100.00	Canada
ULTIUM CAM GP INC.	Holding company		—		85.00		85.00		—		85.00		85.00	Canada
ULTIUM CAM LIMITED PARTNERSHIP	Anode material manufacturing		—		85.00		85.00		—		85.00		85.00	Canada
POSCO(Wuhan) Automotive Processing Center Co.,Ltd	Steel manufacturing and sales		68.57		31.43		100.00		68.57		31.43		100.00	China
POSCO BRAZIL LTDA	Office Administration, Management Consulting		—		100.00		100.00		—		100.00		100.00	Brazil
Port Hedland Green Steel Pty Ltd	Iron and steel manufacturing		—		100.00		100.00		—		100.00		100.00	Australia
PT AGPA REFINERY COMPLEX	Animal/vegetable oil manufacturing		—		60.00		60.00		—		60.00		60.00	Indonesia
POSCO MOBILITY SOLUTION POLAND Sp. z o.o.,	Manufacturing, automobile motor parts		—		100.00		100.00		—		100.00		100.00	Poland
PT POSCO INTERNATIONAL ENP INDONESIA	Crude oil and natural gas		—		100.00		100.00		—		100.00		100.00	Indonesia
POSCO INTERNATIONAL E&P USA Inc.	Carbon capture and storage, resource development		—		100.00		100.00		—		100.00		100.00	USA
POSCO FLOW CANADA INC.	Transporting and warehousing		—		100.00		100.00		—		100.00		100.00	Canada
POSCO FLOW (Shanghai) Co.,Ltd	Transporting		—		100.00		100.00		—		100.00		100.00	China
POSCO (BEIJING) Trading Co., Ltd.	Trade		—		100.00		100.00		—		100.00		100.00	China
POSCO INTERNATIONAL ALASKA ENERGY LLC	Energy		—		—		—		—		100.00		100.00	USA

F-2

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


		Ownership (%)
		December 31, 2024						December 31, 2025
	Principal operations	POSCO HOLDINGS INC.		Subsidiaries		Total		POSCO HOLDINGS INC.		Subsidiaries		Total		Region
[Foreign]
POSCO FLOW VIETNAM CO., LTD	Logistics		—		—		—		—		100.00		100.00	Vietnam
PT. Prime Agri Resources(*2)	Food resources development		—		—		—		—		65.72		65.72	Indonesia

(*1)	Senex Holdings PTY LTD consists of 21 subsidiaries including Senex Energy Limited.

(*2)	PT. Prime Agri Resources includes 25 subsidiaries including PT. Prime Agri Resources.

(*3)	As of December 31, 2025, the entities are classified as consolidated subsidiaries since the Company has control over the investees although the Company’s percentage of ownership is 50% or less, considering the structure of the entities’ Board of Directors and others.

The controlling company’s interests in the subsidiaries decreased by

￦

15,440 million

(POSCO-HY

Clean Metal Co., Ltd. and others) and increased by

￦

35,662 million (POSCO FUTURE M CO.,LTD. and others) in 2024 and 2025, respectively, as a result of changes in the Company’s ownership interest in subsidiaries that did not result in a loss of control.

POSCO HOLDINGS INC. received dividends of

￦

441,113 million,

￦

1,403,415 million and

￦

946,248 million from its subsidiaries in aggregate in

2023,

2024 and 2025, respectively.

As of December 31, 2025, there are no significant restrictions on the ability of subsidiaries to transfer funds to the controlling company, such as in the form of cash dividends, repayment of loans or payment of advances.

(c)	Summarized financial information of principal subsidiaries as of and for the years ended December 31, 2023, 2024 and 2025 are as follows:

1) As of and for the Year ended December 31, 2023


(in millions of Won)
Company	Assets		Liabilities		Equity		Revenue		Profit (loss)
[Domestic]
POSCO	￦	45,825,529		12,716,600		33,108,929		38,971,567		1,179,665
POSCO Eco & Challenge Co., Ltd.		8,402,626		5,061,423		3,341,203		9,463,944		198,412
POSCO STEELEON Co., Ltd.		529,525		174,724		354,801		1,132,510		32,276
POSCO DX Co., Ltd.		871,343		418,446		452,897		1,445,326		88,527
eNtoB Corporation		164,228		97,127		67,101		1,110,222		8,491
POSCO FUTURE M CO.,LTD.		5,756,556		3,327,874		2,428,682		4,457,201		32,140
POSCO M-TECH		154,927		39,170		115,757		341,410		4,868
POSCO INTERNATIONAL Corporation		12,565,027		7,170,143		5,394,884		28,536,917		632,519
POSCO MOBILITY SOLUTION		1,036,342		448,319		588,023		1,432,416		(24,265	)
POSCO-Pilbara LITHIUM SOLUTION Co., Ltd.		898,301		558,449		339,852		4,673		(34,198	)
QSONE Co.,Ltd.(*1)		232,848		53,646		179,202		18,044		6,037

[Foreign]
POSCO America Corporation		153,900		7,980		145,920		12,231		16,690
POSCO AUSTRALIA PTY LTD(*2)		1,322,381		133,612		1,188,769		224,985		152,896
POSCO Asia Co., Ltd.		1,130,637		862,642		267,995		83,539		16,275
POSCO-CTPC Co., Ltd.		113,805		59,166		54,639		250,167		1,093
POSCO (Zhangjiagang) Stainless Steel Co.,Ltd.		936,933		459,269		477,664		3,359,087		(169,873	)
POSCO (Thailand) Company Limited		185,280		82,456		102,824		440,532		(3,621	)
Qingdao Pohang Stainless Steel Co., Ltd.		128,820		23,453		105,367		296,883		(13,362	)

F-2

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


(in millions of Won)
Company	Assets		Liabilities		Equity			Revenue		Profit (loss)
POSCO (Suzhou) Automotive Processing Center Co., Ltd.		371,734		198,451		173,283			729,700		6,364
POSCO-China Holding Corp.		986,501		515,610		470,891			31,329		(22,326	)
POSCO JAPAN Co., Ltd.		201,184		5,300		195,884			16,453		3,705
POSCO-India Pune Processing Center. Pvt. Ltd.		222,439		175,594		46,845			436,248		1,576
POSCO Japan PC CO.,LTD		335,780		254,557		81,223			623,375		9,079
POSCO-CFPC Co., Ltd.		296,489		229,961		66,528			843,934		1,900
POSCO MPPC S.A. de C.V.		521,303		415,819		105,484			934,346		(278	)
POSCO-VIETNAM Co., Ltd.		309,476		299,054		10,422			737,530		(5,594	)
POSCO MEXICO S.A. DE C.V.		726,121		500,597		225,524			846,600		(8,530	)
POSCO Thainox Public Company Limited		433,638		100,506		333,132			551,000		(4,170	)
POSCO Center Beijing		427,898		246,190		181,708			37,028		5,623
POSCO COATED STEEL (THAILAND) CO., LTD.		307,619		220,259		87,360			386,992		1,459
POSCO INTERNATIONAL AMARA Co., Ltd.		306,105		400,124		(94,019	)		33,288		(21,723	)
POSCO VST CO., LTD.		251,525		196,382		55,143			547,889		(36,723	)
POSCO Maharashtra Steel Private Limited		1,319,232		791,431		527,801			1,763,374		58,669
POSCO INDIA PROCESSING CENTER PRIVATE LIMITED		344,678		251,870		92,808			896,860		13,268
POSCO Vietnam Processing Center. Co.,Ltd		238,694		127,038		111,656			577,064		7,003
POSCO(Liaoning) Automotive Processing Center Co., Ltd.		99,186		48,858		50,328			229,524		3,718
POSCO YAMATO VINA STEEL JOINT STOCK COMPANY		434,496		127,087		307,409			395,261		8,993
PT. KRAKATAU POSCO ENERGY		263,986		94,202		169,784			34,158		13,895
POSCO INTERNATIONAL AMERICA CORP.		629,533		473,572		155,961			2,282,133		29,445
POSCO INTERNATIONAL Deutschland GMBH		400,762		384,113		16,649			946,974		3,413
POSCO INTERNATIONAL JAPAN CORP.		895,043		744,065		150,978			2,939,318		27,022
POSCO INTERNATIONAL SINGAPORE PTE. LTD.		294,527		280,090		14,437			3,025,822		7,452
POSCO INTERNATIONAL ITALIA S.R.L.		226,148		209,374		16,774			777,756		1,498
PT. KRAKATAU POSCO		3,475,929		2,747,948		727,981			3,130,551		65,827
POSCO ASSAN TST STEEL INDUSTRY		471,071		456,913		14,158			416,096		(73,032	)
POSCO AMERICA ALABAMA PROCESSING CENTER CO., LTD.		152,896		135,087		17,809			251,884		(3,025	)
POSCO Argentina S.A.U.		1,658,879		542,525		1,116,354			—		(73,807	)
POSCO-MKPC SDN BHD		132,043		59,916		72,127			244,754		8,770
Senex Holdings PTY LTD(*2)		1,623,493		802,259		821,234			246,493		14,239

(*1)	The sales and net income occurred after the inclusion as a subsidiary.

(*2)	Summarized financial information of POSCO AUSTRALIA PTY LTD and Senex Holdings PTY LTD, a subsidiary of POSCO HOLDINGS INC., are based on its consolidated financial information. The financial information of the other entities is based on separate financial statements of each entity.

As of and for the Year ended December 31, 2024


(in millions of Won)
Company	Assets		Liabilities		Equity		Revenue		Profit (loss)
[Domestic]
POSCO	￦	45,681,401		12,574,873		33,106,528		37,556,523		901,542
POSCO Eco & Challenge Co., Ltd.		7,409,590		3,987,205		3,422,385		9,933,169		93,873
POSCO STEELEON Co., Ltd.		530,860		154,751		376,108		1,175,769		32,358
POSCO DX Co., Ltd.		871,043		356,499		514,543		1,440,386		86,759

F-2

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


(in millions of Won)
Company	Assets		Liabilities		Equity			Revenue		Profit (loss)
eNtoB Corporation		186,221		116,120		70,101			1,018,894		4,683
POSCO FUTURE M CO.,LTD.		6,765,713		3,980,328		2,785,385			3,608,988		(222,038	)
POSCO M-TECH		149,758		37,945		111,813			346,628		568
POSCO INTERNATIONAL Corporation		12,692,301		6,981,884		5,710,417			27,388,739		510,930
POSCO MOBILITY SOLUTION		957,411		406,888		550,523			1,179,247		(35,088	)
POSCO-Pilbara LITHIUM SOLUTION Co., Ltd.		1,254,635		1,038,612		216,023			30,237		(122,852	)
QSONE Co.,Ltd.		232,238		44,188		188,050			23,087		8,852

[Foreign]
POSCO America Corporation		182,232		8,496		173,737			13,260		6,839
POSCO AUSTRALIA PTY LTD(*1)		1,030,657		72,827		957,831			147,136		80,352
POSCO Asia Co., Ltd.		917,019		621,154		295,864			64,318		(8,867	)
POSCO-CTPC Co., Ltd.		108,172		47,479		60,692			264,923		—
POSCO (Zhangjiagang) Stainless Steel Co.,Ltd.		1,047,884		654,532		393,352			3,042,140		(129,933	)
POSCO (Thailand) Company Limited		197,326		77,129		120,197			407,074		2,400
Qingdao Pohang Stainless Steel Co., Ltd.		135,759		33,597		102,162			211,357		(14,197	)
POSCO (Suzhou) Automotive Processing Center Co., Ltd.		441,569		252,305		189,265			783,814		(2,773	)
POSCO-China Holding Corp.		1,018,689		512,006		506,683			20,500		(17,866	)
POSCO JAPAN Co., Ltd.		212,669		8,031		204,638			15,989		2,985
POSCO-India Pune Processing Center. Pvt. Ltd.		209,999		156,856		53,144			483,584		1,129
POSCO Japan PC CO.,LTD		352,915		262,886		90,028			615,346		6,430
POSCO-CFPC Co., Ltd.		331,811		257,870		73,941			980,637		(96	)
POSCO MPPC S.A. de C.V.		661,110		536,852		124,258			1,008,224		3,709
POSCO-VIETNAM Co., Ltd.		350,524		337,418		13,106			835,631		1,136
POSCO MEXICO S.A. DE C.V.		749,960		475,331		274,629			999,807		16,243
POSCO Thainox Public Company Limited		512,321		115,149		397,172			576,912		14,948
POSCO Center Beijing		457,044		253,675		203,369			32,514		1,065
POSCO COATED STEEL (THAILAND) CO., LTD.		324,391		228,055		96,336			402,981		(3,165	)
POSCO INTERNATIONAL AMARA Co., Ltd.		322,963		479,031		(156,068	)		43,629		(45,325	)
POSCO VST CO., LTD.		304,235		224,360		79,875			510,914		15,771
POSCO Maharashtra Steel Private Limited		1,471,597		695,297		776,300			1,785,238		180,957
POSCO INDIA PROCESSING CENTER PRIVATE LIMITED		424,014		310,883		113,131			1,003,522		9,669
POSCO (Liaoning) Automotive Processing Center Co., Ltd.		89,444		31,260		58,184			209,207		2,339
POSCO YAMATO VINA STEEL JOINT STOCK COMPANY		466,488		142,002		324,486			423,938		(24,091	)
PT. KRAKATAU POSCO ENERGY		296,566		89,437		207,130			34,777		12,578
POSCO INTERNATIONAL AMERICA CORP.		726,447		489,622		236,825			2,651,352		54,727
POSCO INTERNATIONAL Deutschland GMBH		503,928		488,965		14,963			1,099,624		(2,776	)
POSCO INTERNATIONAL JAPAN CORP.		998,144		821,148		176,996			2,966,044		21,235
POSCO INTERNATIONAL SINGAPORE PTE. LTD.		217,546		194,011		23,534			3,225,062		6,560
POSCO INTERNATIONAL ITALIA S.R.L.		291,810		271,429		20,381			862,642		2,321
PT. KRAKATAU POSCO(*1)		3,523,003		2,874,800		648,203			2,817,274		(168,700	)
POSCO ASSAN TST STEEL INDUSTRY		568,566		568,513		53			503,646		(23,238	)
POSCO AMERICA ALABAMA PROCESSING CENTER CO., LTD.		204,257		192,542		11,715			347,192		(7,963	)
POSCO Argentina S.A.U.		2,786,535		1,260,950		1,525,585			3,203		(128,649	)
POSCO-MKPC SDN BHD		164,150		72,783		91,367			257,822		7,271
Senex Holdings PTY LTD(*1)		2,269,190		910,149		1,359,041			268,350		16,389

(*1)

Summarized financial information of POSCO AUSTRALIA PTY LTD, PT. KRAKATAU POSCO and Senex Holdings PTY LTD, a subsidiary of POSCO HOLDINGS INC., are based on its consolidated financial information. The financial information of the other entities is based on separate financial statements of each entity.

F-2

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

As of and for the Year ended December 31, 2025


(in millions of Won)
Company	Assets		Liabilities		Equity			Revenue		Profit (loss)
[Domestic]
POSCO	￦	45,022,297		11,113,310		33,908,987			35,010,837		1,187,860
POSCO Eco & Challenge Co., Ltd.		8,172,206		5,276,507		2,895,699			6,591,563		(517,983	)
POSCO STEELEON Co., Ltd.		479,864		105,249		374,615			1,093,989		14,436
POSCO DX Co., Ltd.		814,795		253,134		561,661			1,046,633		52,384
eNtoB Corporation		163,126		90,342		72,784			995,642		4,404
POSCO FUTURE M CO.,LTD.		7,828,096		3,927,339		3,900,757			2,689,403		31,815
POSCO M-TECH		155,483		41,231		114,252			357,432		1,411
POSCO INTERNATIONAL Corporation		13,725,392		7,931,430		5,793,962			26,956,598		513,830
POSCO MOBILITY SOLUTION		930,712		376,195		554,517			1,182,165		2,104
POSCO-Pilbara LITHIUM SOLUTION Co., Ltd.		1,199,943		824,709		375,234			151,666		(241,325	)
QSONE Co.,Ltd.		233,225		35,538		197,687			23,883		9,637

[Foreign]
POSCO America Corporation		177,414		7,388		170,026			12,387		1,103
POSCO AUSTRALIA PTY LTD(*1)		1,302,758		126,704		1,176,054			120,629		54,161
POSCO Asia Co., Ltd.		1,070,584		767,290		303,294			33,285		14,276
POSCO-CTPC Co., Ltd.		93,444		30,522		62,922			193,651		1,137
POSCO (Zhangjiagang) Stainless Steel Co.,Ltd.		1,017,825		828,674		189,151			2,459,184		(203,736	)
POSCO (Thailand) Company Limited		181,303		51,750		129,553			460,933		2,683
Qingdao Pohang Stainless Steel Co., Ltd.		101,432		28,485		72,947			172,453		(29,916	)
POSCO (Suzhou) Automotive Processing Center Co., Ltd.		367,922		168,201		199,721			697,007		6,927
POSCO-China Holding Corp.		899,827		394,606		505,221			26,683		(9,895	)
POSCO JAPAN Co., Ltd.		464,652		259,140		205,512			332,192		3,042
POSCO-India Pune Processing Center. Pvt. Ltd.		219,226		156,960		62,266			561,938		13,138
POSCO Japan PC CO.,LTD		282,106		186,496		95,610			601,268		7,662
POSCO-CFPC Co., Ltd.		208,779		138,537		70,242			751,210		(4,810	)
POSCO MPPC S.A. de C.V.		540,502		432,030		108,472			990,082		(12,703	)
POSCO-VIETNAM Co., Ltd.		297,547		287,963		9,584			800,445		(3,180	)
POSCO MEXICO S.A. DE C.V.		516,173		267,912		248,261			779,354		(19,631	)
POSCO Thainox Public Company Limited		513,813		103,715		410,098			595,928		(2,639	)
POSCO Center Beijing		429,839		225,133		204,706			29,728		(2,114	)
POSCO COATED STEEL (THAILAND) CO., LTD.		323,171		210,452		112,719			447,580		9,970
POSCO INTERNATIONAL AMARA Co., Ltd.		312,345		486,621		(174,276	)		53,994		(21,735	)
POSCO VST CO., LTD.		307,026		242,985		64,041			588,177		(13,800	)
POSCO Maharashtra Steel Private Limited		1,410,778		616,607		794,171			1,962,507		74,068
POSCO INDIA PROCESSING CENTER PRIVATE LIMITED		449,056		328,739		120,317			1,038,388		15,473
POSCO (Liaoning) Automotive Processing Center Co., Ltd.		89,376		29,251		60,125			155,217		1,417
POSCO YAMATO VINA STEEL JOINT STOCK COMPANY		433,768		112,956		320,812			391,439		4,037
PT. KRAKATAU POSCO ENERGY		297,226		79,844		217,382			36,099		15,052
POSCO INTERNATIONAL AMERICA CORP.		678,580		435,460		243,120			2,803,426		11,841
POSCO INTERNATIONAL Deutschland GMBH		535,776		517,285		18,491			1,265,871		1,897
POSCO INTERNATIONAL JAPAN CORP.		482,108		302,412		179,696			2,596,871		6,490
POSCO INTERNATIONAL SINGAPORE PTE. LTD.		377,452		351,911		25,541			3,394,333		2,545
POSCO INTERNATIONAL ITALIA S.R.L.		353,864		328,875		24,989			848,468		2,395
PT. KRAKATAU POSCO(*1)		3,233,243		2,656,952		576,291			2,627,285		(55,749	)

F-2

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


(in millions of Won)
Company	Assets		Liabilities		Equity			Revenue		Profit (loss)
POSCO ASSAN TST STEEL INDUSTRY		528,879		545,403		(16,524	)		578,928		(16,426	)
POSCO AMERICA ALABAMA PROCESSING CENTER CO., LTD.		141,846		135,609		6,237			264,484		(5,152	)
POSCO Argentina S.A.U.		3,024,213		1,860,335		1,163,878			64,359		(322,330	)
POSCO-MKPC SDN BHD		157,680		54,285		103,395			244,146		5,895
Senex Holdings PTY LTD(*1)		2,706,285		1,137,655		1,568,630			392,218		28,069

(*1)

(d)	Details of non-controlling interests by entity, on a respective consolidated basis, as of and for the years ended December 31, 2023, 2024 and 2025 are as follows:

As of and for the year ended December 31, 2023


(in millions of Won)	POSCO INTERNATIONAL Corporation			POSCO FUTURE M Co., LTD			POSCO Eco & Challenge CO., LTD.			POSCO DX CO., LTD.
Current assets	￦	8,077,260			2,411,881			6,379,394			661,856
Non-current assets		8,540,488			3,922,712			2,357,217			227,952
Current liabilities		(6,275,479	)		(1,396,408	)		(4,713,198	)		(421,367	)
Non-current liabilities		(3,717,507	)		(2,326,719	)		(610,218	)		(6,991	)
Equity		6,624,762			2,611,466			3,413,195			461,450
Non-controlling interests		1,121,823			666,420			1,483,382			149,812
Revenue		33,132,821			4,759,871			10,095,060			1,485,876
Profit for the period		680,419			4,435			176,827			92,128
Profit attributable to non-controlling interests		141,618			25,365			89,042			30,506
Cash flows from operating activities		1,076,436			(444,846	)		(294,596	)		21,821
Cash flows from investing activities		(27,128	)		(1,031,418	)		318,890			19,264
Cash flows from financing activities		(1,225,373	)		1,591,574			78,748			(12,975	)
Effect of exchange rate fluctuation on cash held		15,222			(7,111	)		1,444			39
Net increase (decrease) in cash and cash equivalents		(176,065	)		108,199			104,487			28,148

As of and for the year ended December 31, 2024


(in millions of Won)	POSCO INTERNATIONAL Corporation			POSCO FUTURE M Co., LTD			POSCO Eco & Challenge CO., LTD.			POSCO DX CO., LTD.
Current assets	￦	8,268,175			2,112,748			5,253,321			676,688
Non-current assets		9,068,151			5,819,711			2,448,945			215,765
Current liabilities		(6,659,697	)		(1,570,070	)		(3,304,067	)		(355,027	)
Non-current liabilities		(3,327,166	)		(3,041,884	)		(892,031	)		(11,528	)
Equity		7,349,463			3,320,505			3,506,168			525,898
Non-controlling interests		1,089,512			700,123			1,495,379			169,964
Revenue		32,340,793			3,699,944			10,239,966			1,473,291
Profit (loss) for the period		503,410			(231,338	)		108,682			88,599
Profit (loss) attributable to non-controlling interests		104,424			(78,781	)		66,458			29,331
Cash flows from operating activities		876,881			670,850			13,430			97,800
Cash flows from investing activities		(846,138	)		(1,810,360	)		(76,358	)		(12,603	)
Cash flows from financing activities		(176,074	)		1,375,379			(360,662	)		(17,219	)
Effect of exchange rate fluctuation on cash held		65,672			18,768			14,878			1,039
Net increase (decrease) in cash and cash equivalents		(79,659	)		235,869			(408,712	)		69,017

F-

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

As of and for the year ended December 31, 2025


(in millions of Won)	POSCO INTERNATIONAL Corporation			POSCO FUTURE M Co., LTD			POSCO Eco & Challenge CO., LTD.			POSCO DX CO., LTD.
Current assets	￦	7,555,975			2,170,138			5,983,732			611,990
Non-current assets		11,197,035			6,973,758			2,411,581			222,402
Current liabilities		(6,612,176	)		(1,658,341	)		(3,995,466	)		(251,651	)
Non-current liabilities		(4,328,180	)		(2,973,477	)		(1,390,467	)		(10,180	)
Equity		7,812,654			4,512,078			3,009,380			572,561
Non-controlling interests		989,277			969,142			1,290,254			185,187
Revenue		32,373,604			2,938,698			6,795,197			1,075,175
Profit (loss) for the period		636,802			36,522			(499,626	)		52,624
Profit (loss) attributable to non-controlling interests		42,727			17,039			(100,303	)		6,595
Cash flows from operating activities		1,941,539			(33,577	)		(950,239	)		145,951
Cash flows from investing activities		(1,329,738	)		(1,726,808	)		444,649			(6,201	)
Cash flows from financing activities		(465,306	)		1,430,280			933,357			(21,378	)
Effect of exchange rate fluctuation on cash held		(30,393	)		5,730			(11,658	)		(602	)
Net increase (decrease) in cash and cash equivalents		116,102			(324,375	)		416,109			117,770

(e)	Details of associates and joint ventures

Associates


		Ownership (%)				Region
Investee	Category of business	2024		2025		Region
[Domestic]
New Songdo International City Development, LLC	Real estate rental		29.90		29.90	Incheon
Gale International Korea, LLC	Real estate rental		29.90		29.90	Incheon
KONES, Corp.(*4)	Technical service		27.41		—	—
CHUNGJU ENTERPRISE CITY DEVELOPMENT Co.,Ltd	Real estate development		29.53		29.53	Chungju
DAEHO GLOBAL MANAGEMENT CO., LTD.	Investment advisory service		35.82		35.82	Pohang
Gunggi Green Energy(*1)	Electricity generation		19.00		19.00	Hwaseong
Pohang Special Welding Co.,Ltd.	Welding material and tools manufacturing and sales		50.00		50.00	Pohang
EQP POSCO Global NO1 Natural Resources Private Equity Fund	Investment in new technologies		27.23		27.23	Seoul
KC Chemicals CORP.(*1)	Machinery manufacturing		18.76		18.76	Hwaseong
Chun-cheon Energy Co., Ltd	Electricity generation		49.10		49.10	Chuncheon
Noeul Green Energy(*1)	Electricity generation		10.00		10.00	Seoul
Posco-IDV Growth Ladder IP Fund(*3)	Investment in new technologies		17.86		—	—
Pohang E&E Co., LTD	Investment in waste energy		30.00		30.00	Pohang
POSCO Energy Valley Fund	Investment in new technologies		20.00		20.00	Pohang
Posco Culture Contents Fund	Investment in new technologies		31.68		31.68	Seoul
PCC Amberstone Private Equity Fund 1(*1)	Investment in new technologies		8.80		8.80	Seoul
UITrans LRT Co., Ltd.	Transporting		38.19		38.19	Seoul
POSCO Advanced Technical Staff Fund(*1)	Investment in new technologies		15.87		15.84	Seoul
POSCO 4th Industrial Revolution Fund(*1)	Investment in new technologies		19.05		19.05	Seoul
Pureun Tongyeong Enviro Co., Ltd.	Sewerage treatment		20.40		20.40	Tongyeong
Pure Gimpo Co., Ltd.	Construction		28.79		28.79	Gimpo
Posgreen Co., Ltd.(*1)	Lime and plaster manufacturing		19.00		19.00	Gwangyang
Clean Iksan Co., Ltd.	Construction		23.50		23.50	Iksan
Innovalley Co., Ltd.	Real estate development		29.48		29.48	Yongin
BLUE OCEAN Private Equity Fund	Private equity financial		27.52		27.52	Seoul

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

Ownership (%)

Region

Investee

Category of business

2024

2025

[Domestic]

Pocheon-Hwado Highway Corp.

Investment in Expressway

27.89

Incheon

INNOPOLIS Job Creation Fund II(*1)

Investment in new technologies

6.13

Seoul

Samcheok Blue Power Co.,Ltd.

Generation of electricity

34.00

Samcheok

INKOTECH, INC.(*1)

Electricity generation and sales

10.00

Seoul

PCC Social Enterprise Fund II(*1)

Investment in new technologies business

16.67

Seoul

PCC-Conar

No.1 Fund(*1)

Investment in new technologies business

14.88

Pohang

HYOCHUN Co., Ltd(*1)

Screen door operation

18.00

Seoul

IBKC-PCC

1st Fund(*1)

Investment in new technologies business

18.18

Pohang

PCC-Woori

LP secondary Fund(*1)

Investment in new technologies business

18.85

Pohang

Link City PFV Inc.

Contruction, housing construction and sales

44.00

Uijeongbu

BNH-POSCO

Bio Healthcare Fund(*1)

Investment in new technologies business

18.14

Pohang

PCC-BM

Project Fund(*1)

Investment in new technologies business

8.77

Pohang

Energy Innovation Fund I(*1)

Investment in new technologies business

10.11

Pohang

Consus PS development Professional Private
Real Estate Fund

Real estate development

50.00

Seoul

POSTECH Holdings 4th Fund

Private Investment Association

40.00

Pohang

SNU STH IP Fund

Private Investment Association

33.33

Seoul

G&G Technology Innovation Fund No.1(*1)

Investment in new technologies business

13.97

Seongnam

PCC-KAI

Secondary I Fund(*1)

Investment in new technologies business

19.12

19.14

Seoul

2021 PCC Bio New Technology Fund(*1)

Investment in new technologies

5.45

Pohang

Consus BG Private Real Estate Fund No.2

Real estate development

50.00

Seoul

Consus NewDeal Infra Development Specialized Private Special Asset Investment Trust 1

Investment Association

40.00

Seoul

Hybrid ESG Secondary Venture No.1(*1)

Investment Association

18.27

Pohang

PCC-Bailey

Project Fund(*1)

Investment in new technologies business

7.27

Pohang

CR Inotech Co., Ltd.(*1)

Manufacturing

19.00

Gwangyang

Posco JK Solid Solution Co., ltd.

Material manufacturing for rechargeable battery

40.00

Yangsan

PCC-Xinova

PRE-IPO

Fund(*1)

Investment in new technologies business

0.91

Pohang

Consus OS Private Real Estate Fund 2

Real estate development

50.00

Seoul

C&P Advanced Material Technology Co., Ltd.

Precursor manufacturing and sales

20.00

Pohang

P&O Chemical Co., Ltd(*4)

Chemical production

51.00

—

FEWM CO., LTD.(*2)

Industrial gas production

—

40.00

Yongin

Gyeongbuk-Posco Innovative growth Venture
Fund(*2)

Investment in new technologies business

—

24.73

Seoul

[Foreign]

POSCHROME (PROPRIETARY) LIMITED

Raw material manufacturing and sales

50.00

South Africa

CAML RESOURCES PTY LTD

Raw material manufacturing and sales

33.34

Australia

PT. Wampu Electric Power

Construction and civil engineering

20.00

Indonesia

POSK(Pinghu) Steel Processing Center Co., Ltd.

Steel processing and sales

20.00

China

PT.INDONESIA POS CHEMTECH CHOSUN Ref

Refractory manufacturing and sales

30.19

Indonesia

NS-Thainox

Auto Co., Ltd.

Stainless sales and transporting

49.00

Thailand

PT. Tanggamus Electric Power(*1)

Construction and civil engineering

17.50

Indonesia

LLP POSUK Titanium

Titanium manufacturing and sales

35.30

Kazakhstan

IMFA ALLOYS FINLEASE LTD

Raw material manufacturing and sales

24.00

India

KRAKATAU

POS-CHEM

DONG-SUH

CHEMICAL(*1)

Chemical

by-product

manufacturing and sales

19.00

Indonesia

9404-5515 Quebec Inc.

Investments management

25.85

Canada

Hamparan Mulya

Resource development

45.00

Indonesia

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


		Ownership (%)				Region
Investee	Category of business	2024		2025		Region

[Foreign]
POS-SEAHSTEELWIRE(TIANJIN)CO.,Ltd.	Steel manufacturing and sales		25.00		25.00	China
POSCO SeAH Steel Wire(Nantong) Co., Ltd.	Steel processing and sales		25.00		25.00	China
POS-SeAH Steel Wire (Thailand) Co., Ltd.	Steel manufacturing and sales		25.00		25.00	Thailand
Jupiter Mines Limited(*1)	Resource development		6.89		6.89	Australia
SAMHWAN VINA CO., LTD(*1)	Steel manufacturing and sales		17.26		17.26	Vietnam
Saudi-Korean Company for Maintenance Properties Management LLC(*1)	Building management		19.00		19.00	Saudi Arabia
NCR LLC	Coal sales		22.05		22.05	Canada
AMCI (WA) PTY LTD	Iron ore sales & mine development		49.00		49.00	Australia
SHANGHAI LANSHENG DAEWOO CORP.	Trading		49.00		49.00	China
SHANGHAI WAIGAOQIAO FREE TRADE ZONE LANSHENG DAEWOO IN’L TRADING CO., LTD.	Trading		49.00		49.00	China
General Medicines Company Ltd.	Medicine manufacturing and sales		33.00		33.00	Sudan
KOREA LNG LTD.	Gas production and sales		20.00		20.00	England
AES-VCM Mong Duong Power Company Limited(*4)	Electricity generation		30.00		—	—
South-East Asia Gas Pipeline Company Ltd.	Pipeline construction and management		25.04		25.04	Myanmar
GLOBAL KOMSCO Daewoo LLC	Cotton celluloid manufacturing and sales		35.00		35.00	Uzbekistan
POSCO-Poggenamp Electrical Steel Pvt. Ltd.(*4)	Steel processing and sales		26.00		—	—
Qingdao Pohang DGENX Stainless SteelPipeCo., Ltd	Exhaust meter manufacturing		40.00		40.00	China
SHINPOONG DAEWOO PHARMA VIETNAM CO.,LTD(*4)	Medicine production		3.42		—	—
ZHEJIANG HUAYOU-POSCO ESM CO., LTD	Anode material Production		40.00		40.00	China
MONG DUONG FINANCE HOLDINGS B.V.(*4)	Financial Holdings		30.00		—	—
FQM Australia Holdings Pty Ltd	Non-ferrous metal Mining		24.32		24.32	Australia
Qingdao ZhongShou New Energy Technology Co.,Ltd(*1)	Artificial Graphite manufacturing		13.00		13.00	China
Black Rock Mining LTD(*1)	Mining		10.07		7.45	Australia
Inner Mongolia Sinuo New Material Technology Co.,Ltd(*1)	Artificial Graphite manufacturing		12.85		10.12	China
ZHANGJIAGANG XIAO-SHA COIL SERVICE CENTER CO.,LTD(*1)	Steel processing and sales		17.50		17.50	China
AJI Marketing and Sales, LLC(*3)	Coal sales		22.05		—	—
M RES NSW HCC II Pty Ltd(2)(5)	Mining		—		92.31	Australia
POSCO FLOW Holdings(Thailand) Co., Ltd(*2)	Logistics		—		49.00	Thailand
Posco Flow(Thailand) Co., Ltd(*2)	Logistics		—		49.00	Thailand

(*1)	The Company has determined that it has significant influence even though the Company’s percentage of ownership is less than 20% considering the composition of board of directors.

(*2)	During the year ended December 31, 2025, the entities were included as associates.

(*3)	During the year ended December 31, 2025, the entity was excluded from associates due to liquidation.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(*4)	During the year ended December 31, 2025, the entities were excluded from associates due to sale of interest.

(*5)	Although the Company holds a majority equity interest as of December 31, 2025, it has determined that it has significant influence considering its representation on the board of directors, and thus classified it as an investment in an associate.

Joint ventures

Details of joint ventures as of December 31, 2024 and 2025 are as follows:

Ownership (%)

Investee

Category of business

2024

2025

Region

[Domestic]

POSCO MC MATERIALS

Steel processing and sales

60.00

Gwangyang

SNNC

Raw material manufacturing and sales

49.00

Gwangyang

POSCO-KB

Shipbuilding Restructuring Fund

Investment in new technologies

18.75

Seoul

POSCO-NSC

Venture Fund

Investment in new technologies

16.67

Seoul

PoscoPlutus Project 3rd Project fund

Investment in new technologies

5.96

Seoul

PCC Bio 2nd Fund

Investment in new technologies

19.72

Seoul

Union PCC Portfolio Fund

Investment in new technologies

14.12

Seoul

Eco Energy Solution Co., ltd.

Service

50.00

Seoul

FLOW K CO., Ltd.(*1)

Logistics and warehousing

40.00

—

[Foreign]

KOBRASCO

Steel materials manufacturing and sales

50.00

Brazil

BX STEEL POSCO Cold Rolled Sheet Co., Ltd.

Steel processing and sales

25.00

China

POSCO-SAMSUNG-Slovakia Processing Center

Steel processing and sales

30.00

Slovakia

YULCHON MEXICO S.A. DE C.V.

Tube for automobile manufacturing

11.85

Mexico

Hyunson Engineering & Construction HYENCO

Construction

4.89

Algeria

POSCO E&C Saudi Arabia

Civil engineering and construction

40.00

Saudi Arabia

Pos-Austem

Suzhou Automotive Co., Ltd

Automotive parts manufacturing

19.90

China

POS-InfraAuto

(Suzhou) Co., Ltd

Automotive parts manufacturing

16.20

China

POS-AUSTEM

YANTAI AUTOMOTIVE CO., LTD

Automotive parts manufacturing

11.10

China

POS-AUSTEM

WUHAN AUTOMOTIVE CO., LTD

Automotive parts manufacturing

7.43

China

DMSA/AMSA

Energy & resource development

3.89

Madagascar

Roy Hill Holdings Pty Ltd

Energy & resource development

12.50

Australia

POSCO-NPS

Niobium LLC

Mine development

50.00

USA

HBIS-POSCO Automotive Steel Co., Ltd

Steel manufacturing and sales

50.00

China

PT NICOLE METAL INDUSTRY

Nickel smelting

49.00

Indonesia

Hydrogen Duqm LLC

Green hydrogen/Ammonia product
business development

44.80

Oman

Nickel Mining Company SAS

Raw material manufacturing and sales

49.00

New Caledonia

(*1)	The entity was reclassified as a subsidiary during the year ended December 31, 2025 as a result of the acquisition of additional equity interest.

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(f)	New subsidiaries

Consolidated subsidiaries acquired or newly established during the year ended December 31, 2025 are as follows:


Company	Date of addition	Ownership (%)		Reason
POSCO DEEPTECH IP FUND	June 2025		60.00	New establishment
FUTURE GRAPH CO., LTD.	June 2025		100.00	New establishment
CHEMGAS KOREA CO.,LTD	July 2025		100.00	Acquisition
POSCO-EVER NEW MEDICAL Investment Fund	July 2025		60.00	New establishment
POSCO Stainless Precision & Processing	August 2025		100.00	New establishment
POSCO INTERNATIONAL CVC 1st Fund	August 2025		100.00	New establishment
POSCO CVC 1st Fund	August 2025		100.00	New establishment
New Zero 2nd Co., Ltd.	September 2025		100.00	Acquisition
POSCO DX CVC 1st Fund	September 2025		100.00	New establishment
POSCO Group AC Fund I	September 2025		100.00	New establishment
POSCO Safety Solution	September 2025		100.00	New establishment
Startup Korea Posco group Openinnovation Fund	November 2025		70.00	New establishment
POSCO INTERNATIONAL ALASKA ENERGY LLC	November 2025		100.00	New establishment
FLOW K CO., Ltd.	November 2025		70.00	Transfer from associate to subsidiary
POSCO FLOW VIETNAM CO., LTD	December 2025		100.00	New establishment
PT. Prime Agri Resources	December 2025		65.72	Acquisition

(g)	Loss of control

Subsidiaries for which the Company has lost control during the year ended December 31, 2025 are as follows:


Company	Date of exclusion	Reason
SANPU TRADING Co., Ltd.	May 2025	Liquidation
New Energy Hub	June 2025	Merger
POSCO CNGR Nickel Solution	July 2025	Liquidation
POSCO E&C Vietnam Co., Ltd.	August 2025	Divestiture
SK SOLRA POWER GENERATION COPORATION	August 2025	Divestiture
POSCO (Suzhou) Steel Processing Center Co., LTD	October 2025	Liquidation
SUZHOU POSCO-CORE TECHNOLOGY CO., LTD	December 2025	Divestiture
Mastern No.123 Yeoju Samgyo PFV CO., Ltd	December 2025	Divestiture
POSCO ENGINEERING & CONSTRUCTION DO BRAZIL LTDA	December 2025	Liquidation
Consus Private Real Estate Fund 2	December 2025	Liquidation
Consus Pf Private Real Estate Fund No.2	December 2025	Liquidation

2.	Statement of Compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) Accounting Standards, as issued by the International Accounting Standards Board.

The consolidated financial statements were authorized for issuance by management on April 2

, 2026.

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis, except for the following material items in the statement of financial position, as described in the accounting policy below.

(a)	Derivatives instruments measured at fair value

(b)	Financial instruments measured at fair value through profit or loss

(c)	Financial instruments measured at fair value through other comprehensive income

(d)	Defined benefit liabilities measured at the present value of the defined benefit obligation less the fair value of the plan assets

Functional and presentation currency

The financial statements of POSCO HOLDINGS INC. and its subsidiaries are prepared in functional currency of the respective operation. These consolidated financial statements are presented in Korean Won, which is POSCO HOLDINGS INC.’s functional currency which is the currency of the primary economic environment in which POSCO HOLDINGS INC. operates.

Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS Accounting Standards requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period prospectively.

(a)

Judgments

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:

•

Note 1 - Subsidiaries, associates and joint ventures

•

Note 11 - Investments in associates and joint ventures

•

Note 12 - Joint operations

(b)	Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next fiscal year is included in the following notes:

•

Note 15 - Goodwill and other intangible assets

•

Note 20 - Provisions

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

•

Note 21 - Employee benefits

•

Note 23 - Financial instruments

•

Note 29 - Revenue – contract balances

•

Note 35 - Income taxes

•

Note 38 - Commitments and contingencies

(c)	Measurement of fair value

The Company’s accounting policies and disclosures require the measurement of fair values, for both financial and

non-financial

assets and liabilities. The Company has an established control framework with respect to the measurement of fair values. This includes the valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the financial officer.

The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, the valuation team assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRS Accounting Standards including the level in the fair value hierarchy in which such valuation techniques should be classified.

Significant valuation issues are reported to the Company’s Audit Committee.

When measuring the fair value of an asset or a liability, the Company uses market observable data to the greatest extent possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

•

Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities.

•

Level 2 - inputs other than quoted prices included in Level 1 that are observable for the assets or liabilities, either directly or indirectly.

•

Level 3 - inputs for the assets or liabilities that are not based on observable market data.

If the inputs used to measure the fair value of an asset or a liability might be categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Information about the assumptions made in measuring fair values is included in the following note:

•

Note 23 - Financial instruments

Changes in Accounting Policies

Except for the standards and amendments applied for the first time for the reporting period commenced January 1, 2025 described below, the accounting policies applied by the Company in the consolidated financial statements are the same as those applied by the Company in its consolidated financial statements as of and for the year ended December 31, 2025.

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(a)	Amendments to IAS No. 21: The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability

For annual reporting periods beginning on or after January 1, 2025,

Amendments to IAS No. 21 The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability

specifies how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows. The amendments had no material impact on the Company’s consolidated financial statements.

(b)	Amendments to IFRS No. 17 Insurance Contracts: Disclosure of Estimation Techniques for Inputs Used in Measuring Insurance Contract

For annual reporting periods ending on or after December 31, 2025,

Amendments to IFRS No. 17 Insurance Contracts

introduce additional disclosure requirements. In certain circumstances, an entity may have insufficient historical data or experience available for specific insurance products. In such cases, insurance-related laws or regulations may require the application of principle-based estimation techniques. Where the estimation techniques used by the entity to determine inputs applied in the measurement of insurance contracts differ from the principle-based estimation techniques required by applicable insurance-related regulations, and the entity concludes that information about such differences is relevant and material to users of the financial statements, the entity is required to disclose the following information:

•

the estimation techniques for inputs used based on significant judgments by the entity including the basis for those judgments and how they differ from the principle-based estimation techniques required by applicable regulations; and

•

the effects on the estimates of future cash flows, the contractual service margin, insurance revenue and insurance service expenses that would arise if the principle-based estimation techniques required by applicable regulations had been applied.

However, these amendments are effective only until the annual reporting period ending on December 31, 2029. The amendments had no material impact on the Company’s consolidated financial statements.

3.	Summary of Material Accounting Policy Information

The material accounting policy information applied by the Company in preparation of its consolidated financial statements are included below. The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, except for those as disclosed in note 2.

Basis of consolidation

(a)	Business combinations

The Company accounts for business combinations applying the acquisition method.

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(b)	Non-controlling interests

Non-controlling

interests are measured at their proportionate share of the acquiree’s identifiable net assets at the acquisition date.

(c)	Subsidiaries

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

(d)	Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Company’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

(e)	Business combination of entities or businesses under common control

In a business combination of entities or businesses under common control, the assets acquired and liabilities assumed are recognized at their carrying amounts in the consolidated financial statements of the Company. The difference between the consideration transferred and the carrying amount of the net assets acquired is adjusted in capital surplus

Foreign operations

The assets and liabilities of foreign operations, whose functional currency is not the currency of a hyperinflationary economy, are translated to presentation currency at exchange rates at the reporting date. The income and expenses of foreign operations are translated to functional currency at exchange rates at the dates of the transactions. Foreign currency differences are recognized in other comprehensive income.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, demand deposits, and short-term investments in highly liquid securities that are readily convertible to known amounts of cash with maturities of three months or less from the acquisition date and which are subject to an insignificant risk of changes in value. Equity investments are excluded from cash and cash equivalents.

Non-derivative

financial assets

Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets are initially recognized when the Company becomes a party to the contractual provisions of the instrument.

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

A financial asset (unless it is a trade receivable without a significant financing component) is initially measured at fair value plus, for an item not at financial assets measured at fair value through profit or loss, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(a)

Financial assets measured at amortized cost

Financial assets measured at amortized cost are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, gains and losses on foreign currency translation and impairment losses are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

(b)

Equity instruments measured at fair value through other comprehensive income

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an

investment-by-investment

basis.

Equity instruments measured at fair value through other comprehensive income are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and never reclassified to profit or loss.

(c)

Financial assets measured at fair value through profit or loss

All financial assets not classified as measured at amortized cost of fair value through other comprehensive income as described above are measured at fair value through profit or loss. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at fair value through other comprehensive income as at fair value through profit or loss if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets measured at fair value through profit or loss are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

(e)

Derecognition of financial assets

Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. If a transfer does not result in derecognition because the Company has retained substantially all the risks and rewards of ownership of the transferred asset, the Company continues to recognize the transferred asset in its entirety and recognizes a financial liability for the consideration received.

F-

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

Inventories

Inventory costs, except

materials-in-transit

in which costs are determined by using specific identification method, are determined by using the total average method or moving-weighted average method. The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The allocation of fixed production overheads to the costs of finished goods or work in progress are based on the normal capacity of the production facilities.

Non-current

assets held for sale

Non-current

assets or disposal groups comprising assets and liabilities that are expected to be recovered primarily through sale rather than through continuing use and are highly probable for immediate sale in their present condition are classified as held for sale.

Investment property

Transaction costs are included in the initial measurement. Subsequently, investment property is carried at depreciated cost less any accumulated impairment losses. Depreciation methods, useful lives and residual values are identical to those applied for property, plant and equipment.

Property, plant and equipment

Property, plant and equipment are initially measured at cost and after initial recognition, are carried at cost less accumulated depreciation and any accumulated impairment losses. The cost of property, plant and equipment includes expenditures arising directly from the construction or acquisition of the asset, any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and, when the Company has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

The cost of replacing a part of an item is recognized in the carrying amount of the item of property, plant and equipment, if the following recognition criteria are met:

(a)	it is probable that future economic benefits associated with the item will flow to the Company, and

(b)	the cost can be measured reliably.

The carrying amount of the replaced part is derecognized at the time the replacement part is recognized. The costs of the

day-to-day

servicing of the item are recognized in profit or loss as incurred.

Items of property, plant and equipment are depreciated from the date they are available for use or, in respect of self-constructed assets, from the date that the asset is completed and ready for use. Other than land, the costs of an asset less its estimated residual value are depreciated. Depreciation of property, plant and equipment is recognized in profit or loss on a straight-line basis, which most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset, over the estimated useful lives of each component of an item of property, plant and equipment. Land is not depreciated.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

The estimated useful lives of property, plant and equipment are as follows:


Buildings			5-50 years
Structures			4-50 years
Machinery and equipment			2-25 years
Vehicles			3-20 years
Tools			3-20 years
Furniture and fixtures			3-20 years
Lease assets			2-45 years
Bearer plants			20 years

Borrowing costs

The Company capitalizes borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. Other borrowing costs are recognized in expense as incurred. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. Financial assets and inventories that are manufactured, or otherwise produced, over a short period of time, are not qualifying assets. Assets that are ready for their intended use or sale when acquired are not qualifying assets.

Intangible assets

Intangible assets are measured initially at cost and, subsequently, are carried at cost less accumulated amortization and accumulated impairment losses.

Amortization of intangible assets except for goodwill is calculated on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The residual value of intangible assets is zero. However, certain intangible assets (i.e., club membership) do not have foreseeable limitations on the period during which they can be utilized, therefore, if the useful life of these intangible assets is assessed as indefinite, they are not being amortized.


Intellectual property rights			4-25 years
Development expense			3-5 years
Port facilities usage rights			4-75 years
Other intangible assets			2-15 years

Exploration for and evaluation of mineral resources

POSCO HOLDINGS INC. is engaged in exploration projects for mineral resources through subsidiaries, associates and joint ventures or other contractual arrangements. Expenditures related to the development of mineral resources are recognized as exploration and evaluation assets or development assets under intangible assets. The nature of these intangible assets are as follows:

(a)	Exploration and evaluation assets

Exploration and evaluation assets consist of expenditures for topographical studies, geophysical studies and trenching. These assets are reclassified as development assets when it is proved that the exploration has identified commercially viable mineral deposit.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(b)	Development assets

Upon completion of development and inception of extraction for commercial production of developed proved reserves, the development assets are reclassified as either property, plant and equipment or as intellectual property rights (mining rights) under intangible assets based on the nature of the capitalized expenditure.

Government grants

(a)	Grants related to assets

Government grants whose primary condition is that the Company purchases, constructs or otherwise acquires long-term assets are deducted from the carrying amount of the assets and recognized in profit or loss on a systematic and rational basis over the life of the depreciable assets.

(b)	Grants related to income

Government grants which are intended to compensate the Company for expenses incurred are deducted from the related expenses.

Leases

As a lessee

At inception or reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease and

non-lease

component on the basis of their relative stand-alone prices.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date. Generally, the Company uses its incremental borrowing rate as the discount rate.

The Company determines its incremental borrowing rate by obtaining interest rates from various external sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.

The Company presents

right-of-use

assets in the same line item as it presents underlying assets of the same nature that it owns, and lease liabilities are included in other payables on the consolidated statement of financial position.

The Company has elected not to recognize

right-of-use

assets and lease liabilities for leases of

low-value

assets and short-term leases, including IT equipment. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

As a lessor

When the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. The Company considers certain indicators such as whether the lease is for a major part of the economic life of the asset.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

The Company leases out its investment properties. The Company classifies these leases as operating leases. The Company recognizes lease payments received under lease agreements as revenue on a straight-line basis over the lease term.

The Company provides subleases for assets such as vessels and others.

Impairment of financial assets

The Company recognizes loss allowance for expected credit losses on:

•

financial assets measured at amortized cost

•

debt instruments measured at fair value through other comprehensive income

•

lease receivables, contractual assets, loan commitments, and financial guarantee contracts.

(a)	Judgments on credit risk

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to actions such as realizing security (if any is held). The Company considers a debt security to have low credit risk when its credit risk rating is equivalent to investment grade defined by reliable credit rating agencies.

(b)	Expected credit losses

Expected credit losses for financial assets measured at amortized cost are recognized in profit or loss. Loss allowances for financial assets measured at amortized cost are deducted from carrying amount of the assets. For debt instruments measured at fair value through other comprehensive income, the expected credit loss is charged to profit or loss, and the loss allowance is presented as other comprehensive income.

(c)	Credit-impaired financial assets

At each reporting date, the Company assesses whether financial assets measured at amortized cost and debt instrument measured at fair value through other comprehensive income are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Objective evidence that a financial asset or group of financial assets are impaired includes:

•

significant financial difficulty of the issuer or borrower

•

a breach of contract, such as a default or delinquency in interest or principal payments

•

the lender, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the lender would not otherwise consider.

•

it becoming probable that the borrower will enter bankruptcy or other financial reorganization

•

the disappearance of an active market for the financial assets because of financial difficulties

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(d)

Write-off

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion. The Company individually makes an assessment with respect to the timing and amount of

write-off

based on whether there is a reasonable expectation of recovery based on continuous payments and extinct prescriptions. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

Impairment of

non-financial

assets

The carrying amounts of the Company’s

non-financial

assets, other than assets arising from costs of obtaining a contract or to fulfill a contract, contract assets recognized in accordance with revenue from contracts with customers, employee benefits, inventories, deferred tax assets and

non-current

assets held for sale, are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill and intangible assets that have indefinite useful lives or that are not yet available for use, irrespective of whether there is any indication of impairment, are tested for impairment annually by comparing their recoverable amount to their carrying amount.

Management estimates the recoverable amount of an individual asset. If it is impossible to measure the individual recoverable amount of an asset, then management estimates the recoverable amount of cash-generating unit (“CGU”). A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The Company determined that individual operating entities are CGUs.

Derivative financial instruments, including hedge accounting

Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized as described below.

(a)	Hedge accounting

The Company holds currency swaps, currency forwards and commodity future contracts to manage interest rate risk and foreign exchange risk. The Company designated derivatives as hedging instruments to hedge the risk of changes in the fair value of assets, liabilities or firm commitments (a fair value hedge) and foreign currency risk of highly probable forecasted transactions or firm commitments (a cash flow hedge).

①	Fair value hedge

Changes in the fair value of a derivative hedging instrument designated as a fair value hedge are recognized in profit or loss. Change in the fair value of the hedged item attributable to the risk hedged is also recognized in profit or loss.

②	Cash flow hedge

When a derivative is designated to hedge the variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecasted transaction that could

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

affect profit or loss, the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income, net of tax, and presented in the hedging reserve in equity. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss.

(b)	Other derivatives

Changes in the fair value of a derivative that is not designated as a hedging instrument are recognized immediately in profit or loss.

Non-derivative

financial liabilities

The Company classifies

non-derivative

financial liabilities into financial liabilities measured at fair value through profit or loss or financial liabilities measured at amortized cost in accordance with the substance of the contractual arrangement and the definitions of financial liabilities. The Company recognizes financial liabilities in the consolidated statement of financial position when the Company becomes a party to the contractual provisions of the financial liability.

Construction work in progress

The gross amount due from customers for contract work is presented for all contracts in which profits multiply cumulative

percentage-of-completion

exceed progress billings. If progress billings exceed profits multiply cumulative

percentage-of-completion,

the gross amount due to customers for contract work is presented. The amount received from the customer before the construction work is performed is recognized as an advance received. The amount billed for completed construction work is recognized as trade accounts and notes receivable (a receivable).

The Company accounts for the remaining rights and performance obligation on the contract with the customers on a net basis. Due from customers for contract work and due to customers for contract work for same contract are offset and presented on a net basis.

Employee benefits

The Company’s net obligation in respect of defined benefit plans is calculated using the projected unit credit method.

Provisions

A provision for warranties is recognized when the underlying products or services are sold, based on historical warranty data and a weighting of possible outcomes against their associated probabilities.

Regarding provision for construction warranties, warranty period starts from the completion of construction in accordance with construction contracts. If the Company has an obligation for warranties, provision for warranties which are estimated based on historical warranty data are recorded as cost of construction and provision for warranties during the construction period.

If the estimated total contract cost of the construction contract exceeds the total contract revenue, the estimated contract cost exceeding the contract revenue is recognized as a provision for construction losses in the remaining contract for which construction has not proceeded.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

A provision for restoration regarding contamination of land is recognized in accordance with the Company’s announced Environment Policy and legal requirement as needed.

Emission rights

The Company accounts for greenhouse gas emission right and the relevant liability as follows pursuant to

the Act on Allocation and Trading of Greenhouse Gas Emission

which became effective in Korea in 2015.

(a)	Greenhouse Gas Emission Right

Greenhouse Gas Emission Right consists of emission allowances which are allocated from the government free of charge and those purchased from the market. The cost includes any directly attributable costs incurred during the normal course of business.

Emission rights held for the purpose of performing the obligation are classified as intangible asset and initially measured at cost and subsequently carried at cost less accumulated impairment losses. The Company derecognizes an emission right asset when the emission allowance is unusable, disposed or submitted to the government when the future economic benefits are no longer expected to be probable.

(b)	Emission liability

Emission liability is a present obligation of submitting emission rights to the government with regard to emission of greenhouse gas. Emission liability is recognized when there is a high possibility of outflows of resources in performing the obligation and the costs required to perform the obligation are reliably estimable. Emission liability is an amount of estimated obligations for emission rights to be submitted to the government for the performing period. The emission liability is measured based on the expected quantity of emission for the performing period in excess of emission allowance in possession and the unit price for such emission rights in the market at the end of the reporting period. The emission liability is derecognized when submitted to the government.

Hybrid bonds

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of financial liability and an equity instrument. When the Company has an unconditional right to avoid delivering cash or another financial asset to settle a contractual obligation, the instruments are classified as equity instruments.

Revenue from contracts with customers

Revenue is measured based on the consideration promised in the contract with the customer. The Company recognizes revenue when the control over a good or service is transferred to the customer. The following are the revenue recognition policies for performance obligations in the contracts with customers in accordance with IFRS No. 15.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(a)	Sale of good

The goods sold by the Company consist mainly of steel products from the steel segment and products such as steel, chemicals, auto parts and machinery in the trade segment.

For domestic sales, the control of the product is usually transferred to the customer when the product is delivered to the customer, at which point in time revenue is recognized. Invoices are generally due within 10 to 90 days. When a customer makes payment prior to the due date, they are offered a discount at certain percentage of the invoice amount.

For export sales, revenue is recognized at the time when control of the product is transferred to the customer based on the “International Commercial Terms (Incoterms) for Interpretation of Trade Terms” prescribed in the respective contracts, and the Company’s export contract generally transfers control to the customer at the shipping of the product. Invoices are usually issued at the date of bill of lading, and revenue generated is settled based on the terms of Letter of Credit (L/C), Acceptance Condition (D/A), Payment Condition (D/P), Telegraphic Transfer (T/T) and others.

The Company provides certain discount when the customer prepays according to the payment terms. The Company recognized revenue only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when discount period expires.

(b)	Transportation service

For the performance obligation for transportation services included in the Company’s product sales contracts, revenue is recognized over the period when in which the services are provided and the revenue is measured by reference to examining the degree to which the service has been completed so far. The billing date and payment terms for the service charge are the same as the billing date and payment terms for sale of goods.

(c)	Construction contracts

In the case of construction contracts where the Company renders construction services for plants, etc., the customer controls the assets as they are being constructed. This is because under those contracts, the Company is able to perform construction or design services to meet the customer’s specifications, and if a contract is terminated by the customer, the Company is entitled to reimbursement of all costs incurred to date, including a reasonable margin. When the contract can be reliably estimated, the Company recognizes the contract revenue and contract cost as revenue and costs based on the progress of the contract activity as of the end of the reporting period. The percentage of completion is determined based on the proportion that contract costs incurred for work performed excluding contract cost incurred that do not reflect the stage of completion to date bear to the estimated total contract costs.

If the outcome of the contract cannot be reliably estimated, the revenue is recognized only to the extent of the contract costs that are probable to be recovered.

When it is probable that total contract costs will exceed total contract revenue, the expected losses are immediately recognized as an expense.

The Company issues an invoice when the customer has completed a progress confirmation and generally the payment is due within 45 days from the invoice date.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(d)	Certain construction contracts for apartments

For certain construction service contracts for apartments where the criterion of an enforceable right to payment for performance is met under IFRS No. 15., even if the legal ownership or physical occupancy of the incomplete construction is not transferred to the customer during the construction period, revenue is recognized based on percentage of completion by considering the terms and conditions described in the relevant law and contracts such as the guarantee for sale policy, government approval on business plan, payment and termination terms. For certain construction contracts for apartments and shopping centers where the criterion of an enforceable right to payment for performance is not met during the construction period, the Company recognizes revenue upon completion of construction when the control of the apartments and shopping centers are transferred to customers.

In the meantime, the billing point and settlement terms of the

pre-sale

contract differ depending on the contract terms.

Finance income and finance costs

The Company’s finance income and finance costs include:

•

interest income;

•

interest expense;

•

dividend income;

•

the foreign currency gain or loss on financial assets and financial liabilities;

•

the net gain or loss on financial assets measured at fair value through profit or loss;

•

hedge ineffectiveness recognized in profit or loss; and

•

the net gain or loss on the disposal of investments in debt securities measured at fair value through other comprehensive income.

Interest income or expense is recognized using the effective interest method. Dividend income is recognized in profit or loss on the date on which the Company’s right to receive payment is established.

Income taxes

The Company recognizes interest and penalties related to income taxes as if it is applicable to the income taxes, the Company applies IAS No. 12

Income Taxes

, if it is not applicable to the income taxes, the Company applies IAS No. 37

Provisions, Contingent Liabilities and Contingent Assets

The controlling company applies the consolidated tax return system, which treats the controlling company and its subsidiaries economically integrated as a single taxable unit, combining their incomes to pay income taxes.

(a)	Current income tax

By applying the consolidated tax return system, the Company calculates the current income tax of the consolidated tax entity, including domestic subsidiaries that meet the criteria for consolidated taxation under the Corporate Tax Act, and records the corresponding amount as the Company’s current

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

income tax liability subject to payment. The current income tax is calculated based on the taxable income of the current period. Taxable income differs from profit before income tax as reported in the consolidated statement of comprehensive income as it excludes income and expenses that will be included in or deducted from taxable income in other tax periods, as well as non-taxable income and non-deductible expenses. Unpaid income taxes related to the Company’s current income tax are calculated using enacted or substantively enacted tax rates.

Current income tax assets and liabilities are offset only when the Company has a legally enforceable right to offset the recognized amounts and intends to settle on a net basis or to realize the asset and settle the liability simultaneously.

(b)	Deferred income tax

When measuring deferred tax assets and liabilities, the tax effects are reflected based on the expected manner in which the Company will recover or settle the carrying amounts of related assets and liabilities at the end of the reporting period. For temporary differences related to investments in subsidiaries and associates, deferred tax liabilities are recognized for all temporary differences unless the Company controls the timing of their reversal and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences are recognized when it is probable that the temporary differences will reverse in the foreseeable future and taxable income will be available against which the temporary differences can be utilized. However, deferred tax is not recognized for temporary differences arising from the initial recognition of goodwill or transactions that are not business combinations and do not affect accounting profit or taxable income at the time of the transaction.

Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of related taxable temporary differences. If taxable temporary differences are insufficient to fully recognize deferred tax assets, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the Company’s business plan. The carrying amount of deferred tax assets is reviewed at the end of each reporting period, and reduced when it is no longer probable that sufficient taxable profits will be available to utilize the benefits of the deferred tax assets.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. The Company offsets deferred tax assets and liabilities if and only if the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority, and it has a legally enforceable right to set off the recognized amounts and intends to settle current tax assets and liabilities on a net basis.

Operating segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenditures, including revenues and expenses that relate to transactions with any of the Company’s other components, whose operating results are regularly reviewed by the Company’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. Management has determined that the CODM of the Company is the Chief Executive Officer (“CEO”).

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

Segment results that are reported to the CEO include items directly attributable to a segment and items allocated on a reasonable basis.

Profit or loss is the measure of segment profitability used by the CODM to assess performance and allocate resources of the segments.

With regard to Construction segment of the Infrastructure business, segment profit and loss is determined in accordance with IFRS Accounting Standards except that revenues and expenses from the development and sale of certain residential real estates are determined by reference to the stage of completion, while in the consolidated financial statements, they are recognized when the title to the real estates is transferred to the buyer.

For the other segments, segment profit and loss is determined in accordance with IFRS Accounting Standards without any allocation of corporate expenses.

The accounting policies used in reporting segment information are consistent with the accounting policies used in the preparation of the consolidated financial statements except the assets and liabilities related to certain real estate contract revenue of the Construction segment explained above which are determined by reference to the stage of completion of the contract activity at the end of each period. Corporate expenses are not allocated to segments in determining segment profit and loss. In addition, segment assets and liabilities are not allocated to segments either. The assets and liabilities of each segment presented in Note 40 are based on the separate financial statements of the entities belong to each segment.

In addition, there are a variety of transactions amongst the reportable segments. These transactions include sales and purchase of products, materials and property, plant and equipment, and rendering of construction service and so on.

Joint arrangements

Joint arrangements in which two or more parties have joint control are classified as joint operations or joint ventures. Participants in a joint operation retain rights and obligations for the joint operation’s assets and liabilities and recognizes its share of the joint operation’s assets and liabilities, income and expenses. Participants in a joint venture have rights to the net assets of the joint venture, and the equity method is applied.

New standards and interpretations not yet adopted

The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s consolidated financial statements are disclosed below. The Company has not early adopted the new or amended standards in preparation of these consolidated financial statements.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(a)	Amendments to IFRS No. 9 Financial Instruments and IFRS No. 7: Financial Instruments: Disclosures – Classification and Measurement of Financial Instruments

The amendments to IFRS No. 9

Financial Instruments

and IFRS No. 7

Financial Instruments: Disclosures – Classification and Measurement of Financial Instruments

include the following:

•

clarify that a financial liability is derecognized on the settlement date and introduce an accounting policy choice to derecognize financial liabilities that are settled by using electronic payment system before the settlement date (if specific criteria are met);

•

provide additional guidance as to how to assess contractual cash flows of financial assets with environmental, social and corporate governance (ESG) and similar features;

•

clarify what constitutes

non-recourse

feature and the characteristics of contractually linked financial instruments; and

•

introduce disclosures on financial instruments with contingent features and additional disclosure requirements for equity instruments measured at fair value through other comprehensive income.

The amendments will be effective for annual periods beginning on or after January 1, 2026. Early adoption is permitted, but only for the classification of financial assets and the related disclosures. The Company does not plan to early adopt the amendments.

(b)	Annual Improvements to IFRS—Volume 11

Annual Improvements to IFRS—Volume 11 have been announced for the purpose of improving consistency of requirements set out in each standard, enhancing clarity, and providing better understanding of the amendments.

•

Amendments to IFRS No. 1

First-time adoption of IFRS: Hedge accounting by a first-time adopter

•

Amendments to IFRS No. 7

Financial Instruments: Disclosures: Gain or loss on derecognition, Guidance for application of amendments in practice

•

Amendments to IFRS No. 9

Financial Instruments: Accounting for derecognition of lease liabilities and definition of transaction prices

•

Amendments to IFRS No. 10

Consolidated Financial Statements: Determination of a ‘de facto agent’

•

Amendments to IFRS No. 7

Statement of Cash Flows: Cost Method

The amendments will be effective for the annual periods beginning on or after January 1, 2026. Early adoption is permitted but will need to be disclosed. The amendments are not expected to have a material impact on the Company’s consolidated financial statements.

(c)	Amendments to IFRS No. 9 Financial Instruments and IFRS No. 7 Financial Instruments: Disclosures —Contracts Referencing Nature-dependent Electricity

Amendments to IFRS No. 9 and IFRS No. 7 relating to contracts referencing nature-dependent electricity have been issued. The key amendments are as follows:

•

clarify the application of the ‘own-use’ requirements for in-scope contracts;

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

•

amend the designation requirements for a hedged item in a cash flow hedging relationship for in-scope contracts

•

add new disclosure requirements to enable investors to understand the effects of these contracts on the entity’s financial performance and cash flows.

The amendments will be effective for the annual periods beginning on or after January 1, 2026. Early adoption is permitted but will need to be disclosed. The amendments related to the ‘own-use exception’ are to be applied retrospectively, while the amendments relating to hedge accounting are to be applied prospectively to new hedge relationships designated after the date of initial application. In addition, the disclosure amendments in IFRS No. 7 shall be applied together with the amendments to IFRS No. 9. If an entity does not restate comparative information, it cannot present comparative disclosures.

The amendments are not expected to have a material impact on the Company’s consolidated financial statements.

(d)	IFRS No. 18 Presentation and Disclosure in Financial Statements

IFRS No. 18

Presentation and Disclosure in Financial Statements

, which replaces IFRS No. 1

Presentation of Financial Statements

, has been issued. IFRS No. 18 introduces new requirements for the presentation of the statement of profit or loss, including specified totals and subtotals. In addition, an entity is required to classify all income and expenses in the statement of profit or loss into one of five categories: operating, investing, financing, income taxes, and discontinued operations, whereof the first three are new. The standard requires the disclosure of newly defined

management-defined

performance measures, subtotals of income and expenses, and it also includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements and the notes.

In addition, narrow-scope amendments have been made to IAS No. 7

Statement of Cash Flows

, which include changing the starting point for determining cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards.

IFRS No. 18 and the related amendments to other standards will be effective for the annual periods beginning on or after January 1, 2027. Early adoption is permitted but will need to be disclosed. IFRS No. 18 is to be applied retrospectively upon initial application.

The Company is currently assessing the impact of these amendments on its consolidated financial statements and the related notes. Items expected to have a material impact on the Company’s consolidated financial statements upon initial application include the following:

•

Rental income, changes in fair value from investment property, and share of profit (loss) of

equity-accounted

investees will be classified within the investing category in the statement of comprehensive income.

•

Foreign exchange differences will be classified in the same category as the income and expenses of the item giving rising to those differences.

•

The following new disclosures will be required:

(a)

Management-defined

performance measures (MPMs);

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(b)

Specified expense by nature if expenses are presented by function in the operating category of the statement of comprehensive income; and

(c)

A reconciliation for each line item in the statement of comprehensive income between the restated amounts presented applying IFRS No. 18 and the amounts previously presented applying IAS No. 1.

•

In the statement of cash flows, interest received and interest paid will be classified as investing activities and financing activities, respectively.

4.	Financial risk management

The Company has exposure to the following risks from its use of financial instruments:

•

credit risk

•

liquidity risk

•

market risk

•

capital risk

This note presents information about the Company’s exposure to each of the above risks, the Company’s objectives, policies and processes for measuring and managing risks, and the Company’s capital management. Further quantitative disclosures are included throughout these consolidated financial statements.

(a)	Financial risk management

Risk management framework

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s trade accounts and notes receivable from customers, other receivables, and debt securities. In addition, credit risk arises from finance guarantees.

The Company implements a credit risk management policy under which the Company only transacts business with counterparties that have a certain level of credit rate evaluated based on financial condition, historical experience, and other factors. The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The default

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

risk of a nation or an industry in which a customer operates its business does not have a significant influence on credit risk. The Company has established a credit policy under which each new customer is analyzed individually for creditworthiness.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade accounts and notes receivables and other receivables. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for companies of similar assets in respect of losses that have been incurred.

Credit risk also arises from transactions with financial institutions, and such transactions include transactions of cash and cash equivalents, various deposits, and financial instruments such as derivative contracts. The Company manages its exposure to this credit risk by only entering into transactions with banks that have high international credit ratings. The Company’s treasury department authorizes, manages, and overseas new transactions with financial institutions with whom the Company has no previous relationship.

Furthermore, the Company limits its exposure to credit risk of financial guarantee contracts by strictly evaluating their necessity based on internal decision making processes, such as the approval of the Board of Directors.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, to the greatest extent possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company’s cash flow from business, borrowing or financing is sufficient to meet the cash requirements for the Company’s strategic investments. Management believes that the Company is capable of raising funds by borrowing or financing if the Company is not able to generate cash flow requirements from its operations. The Company has committed borrowing facilities with various banks.

Market risk

Market risk means that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The goal of market risk management is optimization of profit and controlling the exposure to market risk within acceptable limits.

①

Currency risk

The Company’s policy in respect of foreign currency risks is a natural hedge whereby foreign currency income is offset with foreign currency expenditures. The remaining net exposures after the natural hedge have been hedged using derivative contracts such as forward exchange contracts. In addition, the Company’s derivative transactions are limited to hedging actual foreign currency transactions and speculative hedging is not permitted. Based on this policy, the Company has performed currency risk management

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

specific to various characteristics of different segments. Entities in the Steel segment reduces the foreign currency exposure by repayment of foreign currency borrowings related to investment in overseas when their maturities come.

Entities in the Infrastructure - Construction segment have hedged foreign currency risks by using forward exchange contracts. Entities in the Infrastructure - Trading segment have hedged foreign currency risks by using forward exchange contracts when the foreign currencies received and paid are different.

②

Interest rate risk

The Company manages the exposure to interest rate risk by adjusting the borrowing structure ratio between borrowings at fixed interest rate and variable interest rate. The Company monitors interest rate risks regularly in order to avoid exposure to interest rate risk on borrowings at variable interest rate.

③

Other market price risk

Equity price risk arises from fluctuation of market price of listed equity securities. Management of the Company measures regularly the fair value of listed equity securities and the risk of variance in future cash flow caused by market price fluctuations. Significant investments are managed separately and all buy and sell decisions are approved by management of the Company.

(b)	Management of capital

The fundamental goal of capital management is the maximization of shareholders’ value by means of the stable dividend policy and the retirement of treasury shares. The capital structure of the Company consists of equity and net borrowings (total borrowings after deducting cash and cash equivalents). The Company applied the same capital risk management strategy that was applied in the previous period.

Net

borrowing-to-equity

ratio as of December 31, 2024 and 2025 is as follows:


(in millions of Won)	2024			2025
Total borrowings	￦	25,997,367			28,492,000
Less: Cash and cash equivalents		6,767,898			7,049,800

Net borrowings		19,229,469			21,442,200
Total equity		61,442,768			62,392,712

Net borrowings-to-equity ratio		31.30	%		34.36	%

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

5.	Cash and Cash Equivalents

Cash and cash equivalents as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024		2025
Cash	￦	9,189		8,449
Demand deposits and checking accounts		2,220,202		2,193,991
Time deposits		1,908,284		1,994,158
Other cash equivalents		2,630,223		2,853,202

	￦	6,767,898		7,049,800

As of December 31, 2024 and 2025, cash and cash equivalents of subsidiaries of the Company, such as POSCO amounting to

￦

46,650 million and

￦

339,064 million, respectively, are restricted.

6.	Trade Accounts and Notes Receivable

Trade accounts and notes receivable as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024			2025
Current
Trade accounts and notes receivable	￦	9,654,809			10,133,140
Due from customers for contract work		1,488,180			1,580,558
Less: Allowance for doubtful accounts		(321,501	)		(529,724	)

	￦	10,821,488			11,183,974

Non-current
Trade accounts and notes receivable	￦	72,387			64,902
Less: Allowance for doubtful accounts		(44,608	)		(45,194	)

	￦	27,779			19,708

The Company discounted trade accounts receivable in accordance with trade accounts receivable factoring agreements with financial institutions for the years ended December 31, 2024 and 2025. This transaction is a transaction with recourse right because the Company is obligated to pay the amount to the bank, etc. if the trade accounts receivable are not recovered at maturity, and the transaction is accounted for as secured borrowing. As of December 31, 2024 and 2025, the book value of the trade accounts receivable from the transaction is

￦

119,076 million and

￦

136,758

million, respectively, and the amount is included in the short-term borrowings.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

7.	Other Receivables

(a)	The details of other receivables as of December 31, 2024 and 2025, are as follows:


(in millions of Won)	2024			2025
Current
Short-term loans	￦	375,244			348,621
Other accounts receivable		1,671,039			1,276,332
Accrued income		293,985			341,802
Deposits		80,007			106,612
Others		28,480			36,209
Lease receivables		18,224			14,432
Less: Allowance for doubtful accounts		(205,656	)		(203,323	)

	￦	2,261,323			1,920,685

Non-current
Long-term loans(*1)	￦	1,247,255			1,369,527
Other accounts receivable		192,736			461,676
Accrued income		189,565			183,455
Deposits		142,698			141,782
Lease receivables		76,680			65,676
Less: Allowance for doubtful accounts		(542,605	)		(586,863	)

	￦	1,306,329			1,635,253

(*1)

The Company recognized an allowance for doubtful accounts for all of the other receivables from FQM Australia Holdings Pty Ltd., an associate, due to low possibility of collecting these receivables.

(b) The details of lease receivables are as follows:


(in millions of Won)
Customer	Leased items	2024		2025
Pohang University of Science and Technology	Lease contract	￦	7,429		7,267
Korea Business Angels Association	Lease contract		2,162		1,562
HEUNG-A SHIPPING CO., LTD.	4 Tankers		45,179		43,558
Executive Offshore, PT Wintermar, COHC, Myanma Port Authority	Helicopter, Ship, Jetty		40,134		27,721

		￦	94,904		80,108

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(c)	As of December 31, 2024 and 2025, total lease investment and net lease investment are as follows:


(in millions of Won)	2024			2025
Less than 1 year	￦	19,051			15,298
1 year - 3 years		31,805			23,072
3 years - 5 years		9,848			14,067
Over 5 years		68,527			55,424

Undiscounted lease payments		129,231			107,861
Unrealized interest income		(34,327	)		(27,753	)

Present value of minimum lease payment	￦	94,904			80,108

8.	Other Financial Assets

Other financial assets as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024		2025
Current
Derivatives assets	￦	465,178		235,924
Debt securities		400,771		927,586
Deposit instruments(*1)		6,420,797		7,123,233
Short-term financial instruments(*1)		1,212,643		491,841

	￦	8,499,389		8,778,584

Non-current
Derivatives assets	￦	497,698		426,649
Equity securities(*2)		1,171,544		1,721,439
Debt securities		115,601		172,181
Other securities(*2)		762,177		696,148
Deposit instruments(*1)		24,631		44,425

	￦	2,571,651		3,060,842

(*1)	As of December 31, 2024 and 2025, financial instruments amounting to ￦ 386,816 million and ￦ 362,150 million, respectively, are restricted in use for financial arrangements, pledge and others.

(*2)	As of December 31, 2024 and 2025, ￦ 182,862 million and ￦ 122,285 million of equity and other securities, respectively, have been provided as collateral for borrowings, construction projects and others.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

9.	Inventories

(a)	Inventories as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024			2025
Finished goods	￦	2,741,236			2,754,668
Merchandise		1,166,464			1,247,922
Semi-finished goods		2,659,707			2,764,000
Raw materials		3,764,453			3,333,252
Fuel and materials		1,038,854			1,095,038
Construction inventories		236,492			281,618
Materials-in-transit		2,889,334			2,490,175
Others		118,391			169,010

		14,614,931			14,135,683

Less: Allowance for inventories valuation(*1)		(435,764	)		(396,321	)

	￦	14,179,167			13,739,362

(*1)	For the years ended December 31, 2023, 2024 and 2025, allowance for inventories valuation increased by ￦ 52,348 million, ￦ 77,832 million and decreased by ￦ 25,482 million, respectively.

(b)	The allowance for inventories valuation by item as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024		2025
Finished goods	￦	187,902		158,268
Merchandise		14,288		7,255
Semi-finished goods		103,751		90,155
Raw materials		113,413		115,651
Fuel and materials		6,060		6,069
Construction inventories		6,420		7,989
Others		3,930		10,934

	￦	435,764		396,321

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

10.	Assets Held for Sale

Details of assets held for sale as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024(*1,2)		2025
Asset
Cash and cash equivalents	￦	—		1,924
Trade accounts and notes receivable and other receivables		—		314
Other financial assets		604,439		7,276
Property, plant and equipment		4,319		10,361
Intangible assets		—		285
Others		—		7

	￦	608,758		20,167

Liability
Other payables	￦	—		3,419
Provisions		—		259

	￦	—		3,678

(*1)

During the year ended December 31, 2025, the Company disposed of the equity security of Nippon Steel Corporation amounting to

￦

467,796 million, which had been classified as assets held for sale during the year ended December 31, 2024, and recognized loss on disposal of assets held for sale of

￦

9,883 million.

(*2)	The equity securities of AES Mong Duong Power Co., Ltd. and Mong Duong Finance Holdings B.V, which had been classified as assets held for sale during the year ended December 31, 2024, were disposed of during the year ended December 31, 2025.

11.	Investments in Associates and Joint ventures

(a)	Investments in associates and joint ventures as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024		2025
Investments in associates	￦	1,632,386		1,844,618
Investments in joint ventures		3,106,407		3,135,535

	￦	4,738,793		4,980,153

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(b)	Details of investments in associates as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	Number of shares		Ownership (%)		Acquisition cost		Book value
Company	Number of shares		Ownership (%)		Acquisition cost		2024		2025
[Domestic]
Samcheok Blue Power Co.,Ltd.(*1)		4,507,138		34.00	￦	473,093	￦	392,269		421,699
Chun-cheon Energy Co., Ltd(*1)		17,308,143		49.10		86,541		14,054		16,685
Pocheon-Hwado Highway Corp.(*1)		7,109,230		27.89		35,546		14,834		17,194
CHUNGJU ENTERPRISE CITY DEVELOPMENT Co.,Ltd		944,920		29.53		4,725		12,401		12,096
PCC Amberstone Private Equity Fund 1(*2)		3,077,195,168		8.80		3,077		6,181		2,791
Others(*1)								122,688		134,363

								562,427		604,828

[Foreign]
South-East Asia Gas Pipeline Company Ltd.		50,082		25.04		87,962		279,349		263,375
9404-5515 Quebec Inc.		284,463,243		25.85		328,509		426,276		411,602
AMCI (WA) PTY LTD		49		49.00		209,664		68,478		162,606
KOREA LNG LTD.		2,400		20.00		135,205		25,622		19,524
PT. Wampu Electric Power(*1)		8,708,400		20.00		10,054		17,680		16,483
POS-SeAH Steel Wire(Nantong) Co., Ltd.		50		25.00		4,723		10,713		11,994
M RES NSW HCC II Pty Ltd(*3)		72,000,000		92.31		104,511		—		101,884
Others(*1)								241,841		252,322

								1,069,959		1,239,790

							￦	1,632,386		1,844,618

(*1)	As of December 31, 2024 and 2025, investments in associates amounting to ￦ 452,614 million and ￦ 486,995 million, respectively, are provided as collateral in relation to the associates’ borrowings.

(*2)	As of December 31, 2025, the entity is classified as an investment in associates since the Company has significant influence over the investee although the Company’s percentage of ownership is less than 20%, considering the structure of the entity’s Board of Directors and others.

(*3)	As of December 31, 2025, the entitiy is classified as an investment in an associate as the Company is considered to have significant influence based on the composition of the Board of Directors although the Company’s ownership interest is more than a majority.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(c)	Details of investments in joint ventures as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	Number of shares		Ownership (%)		Acquisition cost		Book value
Company	Number of shares		Ownership (%)		Acquisition cost		2024		2025
[Domestic]
POSCO MC MATERIALS		11,568,000		60.00	￦	115,680	￦	153,839		146,038
SNNC		18,130,000		49.00		90,650		38,046		2,364
Others								10,042		12,702

								201,927		161,104

[Foreign]
Roy Hill Holdings Pty Ltd(*1)		13,117,972		12.50		1,528,672		1,397,824		1,441,376
POSCO-NPS Niobium LLC		325,050,000		50.00		364,609		477,898		466,492
KOBRASCO		2,010,719,185		50.00		32,950		119,820		126,943
BX STEEL POSCO Cold Rolled Sheet Co., Ltd.		—		25.00		61,961		126,906		132,616
PT NICOLE METAL INDUSTRY		152,764,706		49.00		603,178		578,604		649,462
HBIS-POSCO Automotive Steel Co., Ltd		—		50.00		235,251		179,841		134,404
Others								23,587		23,138

								2,904,480		2,974,431

							￦	3,106,407		3,135,535

(*1)

As of December 31, 2024 and 2025, the investments in joint ventures are provided as collateral in relation to the joint ventures’ borrowings.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(d)	Changes in investments in associates and joint ventures for the years ended December 31, 2024 and 2025 are as follows:

For the year ended December 31, 2024


(in millions of Won)
Company	December 31, 2023 Book value		Acquisition		Dividends			Share of profits (losses)			Other increase (decrease)(*1)			December 31, 2024 Book value
[Domestic]
Samcheok Blue Power Co.,Ltd.	￦	323,521		25,680		(10,993	)		54,140			(79	)		392,269
SNNC		100,692		—		—			(61,898	)		(748	)		38,046
Chun-cheon Energy Co., Ltd		15,040		—		—			1,807			(2,793	)		14,054
Pocheon-Hwado Highway Corp.		23,998		—		—			(9,164	)		—			14,834
CHUNGJU ENTERPRISE CITY DEVELOPMENT Co.,Ltd		13,967		—		—			(384	)		(1,182	)		12,401
PCC Amberstone Private Equity Fund 1		8,904		175		(490	)		(484	)		(1,924	)		6,181
POSCO MC MATERIALS		155,748		—		(1,800	)		403			(512	)		153,839
Others		150,985		12,362		(4,999	)		(6,802	)		(18,816	)		132,730

		792,855		38,217		(18,282	)		(22,382	)		(26,054	)		764,354

[Foreign]
South-East Asia Gas Pipeline Company Ltd.		287,282		—		(64,208	)		45,923			10,352			279,349
AES Mong Duong Power Company Limited(*2)		230,699		—		(34,821	)		(82,075	)		(113,803	)		—
9404-5515 Quebec Inc.		346,724		—		(17,764	)		35,241			62,075			426,276
AMCI (WA) PTY LTD		60,225		—		—			(5,127	)		13,380			68,478
NCR LLC		253,121		4,275		—			(266,425	)		9,029			—
KOREA LNG LTD.		58,759		—		(17,829	)		17,714			(33,022	)		25,622
Nickel Mining Company SAS		87,967		—		—			(94,353	)		6,386			—
ZHEJIANG HUAYOU-POSCO ESM CO., LTD		105,300		—		—			(117,143	)		11,843			—
PT. Wampu Electric Power		15,632		—		(1,764	)		1,238			2,574			17,680
POS-SeAH Steel Wire(Nantong) Co., Ltd.		8,642		—		—			573			1,498			10,713
Roy Hill Holdings Pty Ltd		1,400,009		—		(284,541	)		203,130			79,226			1,397,824
POSCO-NPS Niobium LLC		419,192		—		(29,225	)		29,336			58,595			477,898
KOBRASCO		99,768		—		(5,761	)		37,914			(12,101	)		119,820
BX STEEL POSCO Cold Rolled Sheet Co., Ltd.		111,001		—		(10,772	)		14,207			12,470			126,906
DMSA/AMSA		16,572		—		—			(17,299	)		727			—
PT NICOLE METAL INDUSTRY		284,351		247,824		—			(315	)		46,744			578,604
HBIS-POSCO Automotive Steel Co., Ltd		208,765		—		—			(49,480	)		20,556			179,841
Others		233,400		7,860		(26,222	)		12,865			37,525			265,428

		4,227,409		259,959		(492,907	)		(234,076	)		214,054			3,974,439

	￦	5,020,264		298,176		(511,189	)		(256,458	)		188,000			4,738,793

(*1)	Other increase (decrease) represents the changes in investments in associates and joint ventures due to disposals and change in capital adjustments effect from translations of financial statements of foreign investees and others during the year ended December 31, 2024.

(*2)	During the year ended December 31, 2024, the Company determined to sell AES Mong Duong Power Company Limited and classified it as assets held for sale.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

For the year ended December 31, 2025


(in millions of Won)
Company	December 31, 2024 Book value		Acquisition		Dividends			Share of profits (losses)			Other increase (decrease)(*1)			December 31, 2025 Book value
[Domestic]
Samcheok Blue Power Co.,Ltd.	￦	392,269		17,509		(2,795	)		7,595			7,121			421,699
SNNC		38,046		—		—			(35,826	)		144			2,364
Chun-cheon Energy Co., Ltd		14,054		—		—			2,016			615			16,685
Pocheon-Hwado Highway Corp.		14,834		—		—			2,360			—			17,194
CHUNGJU ENTERPRISE CITY DEVELOPMENT Co.,Ltd		12,401		—		—			(306	)		1			12,096
PCC Amberstone Private Equity Fund 1		6,181		—		(227	)		(469	)		(2,694	)		2,791
POSCO MC MATERIALS		153,839		—		(3,000	)		(5,072	)		271			146,038
Others		132,730		25,597		(2,216	)		(2,445	)		(6,602	)		147,064

		764,354		43,106		(8,238	)		(32,147	)		(1,144	)		765,931

[Foreign]
South-East Asia Gas Pipeline Company Ltd.		279,349		—		(37,273	)		57,362			(36,063	)		263,375
9404-5515 Quebec Inc.		426,276		—		(21,180	)		12,359			(5,853	)		411,602
AMCI (WA) PTY LTD		68,478		—		—			95,188			(1,060	)		162,606
KOREA LNG LTD.		25,622		—		(5,040	)		5,192			(6,250	)		19,524
PT. Wampu Electric Power		17,680		—		(1,708	)		739			(228	)		16,483
POS-SeAH Steel Wire(Nantong) Co., Ltd.		10,713		—		—			983			298			11,994
Roy Hill Holdings Pty Ltd		1,397,824		—		(213,794	)		161,274			96,072			1,441,376
POSCO-NPS Niobium LLC		477,898		—		(44,955	)		43,229			(9,680	)		466,492
KOBRASCO		119,820		—		(22,955	)		17,761			12,317			126,943
BX STEEL POSCO Cold Rolled Sheet Co., Ltd.		126,906		—		(11,440	)		15,399			1,751			132,616
PT NICOLE METAL INDUSTRY(*2)		578,604		62,574		—			19,497			(11,213	)		649,462
HBIS-POSCO Automotive Steel Co., Ltd		179,841		—		—			(47,669	)		2,232			134,404
M RES NSW HCC II Pty Ltd		—		104,511		—			(2,210	)		(417	)		101,884
Others		265,428		3,088		(9,526	)		2,953			13,518			275,461

		3,974,439		170,173		(367,871	)		382,057			55,424			4,214,222

	￦	4,738,793		213,279		(376,109	)		349,910			54,280			4,980,153

(*1)	Other increase (decrease) represents the changes in investments in associates and joint ventures due to disposals and change in capital adjustments effect from translations of financial statements of foreign investees and others for the year ended December 31, 2025.

(*2)	For the year ended December 31, 2025, the Company acquired an additional investment in a joint venture amounting to ￦ 62,574 million by participating in a capital increase of PT N I COLE METAL INDUSTRY for an investment in a nickel pyrometallurgical plant in Indonesia.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(e)	Summarized financial information of associates and joint ventures as of and for the years ended December 31, 2024 and 2025 are as follows:

As of and for the year ended December 31, 2024


(in millions of Won)
Company	Assets		Liabilities		Equity (deficit)			Sales		Net income (loss)
[Domestic]
Samcheok Blue Power Co.,Ltd.	￦	4,770,385		4,013,505		756,880			596,497		177,922
SNNC		656,049		560,530		95,519			690,103		(127,233	)
Chun-cheon Energy Co., Ltd		540,333		417,139		123,194			430,679		5,089
Pocheon-Hwado Highway Corp.		690,646		599,199		91,447			21,920		(29,582	)
CHUNGJU ENTERPRISE CITY DEVELOPMENT Co.,Ltd		14,663		2,968		11,695			—		(1,302	)
PCC Amberstone Private Equity Fund 1		72,722		2,455		70,267			7		(5,508	)
POSCO MC MATERIALS		385,270		127,335		257,935			226,376		1,217
[Foreign]
South-East Asia Gas Pipeline Company Ltd.		1,634,345		518,743		1,115,602			409,790		183,392
AES Mong Duong Power Company Limited		1,758,256		922,268		835,988			460,672		118,071
9404-5515 Quebec Inc.		1,704,653		—		1,704,653			—		136,320
FQM Australia Holdings Pty Ltd		61,735		1,521,991		(1,460,256	)		102,869		(396,146	)
KOREA LNG LTD.		128,215		102		128,113			90,578		88,572
Nickel Mining Company SAS		519,560		282,321		237,239			237,102		(27,170	)
ZHEJIANG HUAYOU-POSCO ESM CO., LTD		325,284		39,058		286,226			82,254		(7,139	)
PT. Wampu Electric Power		209,725		124,359		85,366			19,133		6,191
POS-SeAH Steel Wire(Nantong) Co., Ltd.		98,919		58,972		39,947			139,499		2,145
Roy Hill Holdings Pty Ltd		10,460,434		2,356,265		8,104,169			7,179,077		2,038,555
POSCO-NPS Niobium LLC		955,592		—		955,592			—		57,722
KOBRASCO		282,087		43,052		239,035			118,408		74,690
BX STEEL POSCO Cold Rolled Sheet Co., Ltd.		1,180,532		699,775		480,757			1,595,656		56,830
DMSA/AMSA		3,364,786		3,468,220		(103,434	)		694,120		(571,215	)
HBIS-POSCO Automotive Steel Co., Ltd		1,024,831		645,671		379,160			518,808		(90,757	)
PT NICOLE METAL INDUSTRY		818,168		25,039		793,129			—		(644	)

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

As of and for the year December 31, 2025


(in millions of Won)
Company	Assets		Liabilities		Equity (deficit)			Sales		Net income (loss)
[Domestic]
Samcheok Blue Power Co.,Ltd.	￦	5,186,881		4,361,206		825,675			638,593		23,070
SNNC		553,862		531,702		22,160			767,857		(73,652	)
Chun-cheon Energy Co., Ltd		505,987		382,416		123,571			363,995		377
Pocheon-Hwado Highway Corp.		683,282		584,471		98,811			24,289		7,364
CHUNGJU ENTERPRISE CITY DEVELOPMENT Co.,Ltd		13,340		2,694		10,646			1,050		(1,049	)
PCC Amberstone Private Equity Fund 1		33,795		2,067		31,728			891		(5,329	)
POSCO MC MATERIALS		349,737		104,830		244,907			205,386		(8,479	)

[Foreign]
South-East Asia Gas Pipeline Company Ltd.		1,445,230		393,409		1,051,821			462,017		229,086
9404-5515 Quebec Inc.		1,631,812		21		1,631,791			—		47,813
FQM Australia Holdings Pty Ltd		57,067		1,579,336		(1,522,269	)		—		(96,001	)
KOREA LNG LTD.		97,944		325		97,619			28,117		25,960
Nickel Mining Company SAS		491,050		303,284		187,766			187,021		(70,342	)
ZHEJIANG HUAYOU-POSCO ESM CO., LTD		340,488		71,616		268,872			187,600		(21,282	)
PT. Wampu Electric Power		190,896		111,514		79,382			19,108		3,693
POS-SeAH Steel Wire(Nantong) Co., Ltd.		99,974		55,384		44,590			151,451		3,814
Roy Hill Holdings Pty Ltd		11,118,720		2,625,843		8,492,877			7,209,853		1,641,837
POSCO-NPS Niobium LLC		932,780		—		932,780			—		79,937
KOBRASCO		276,085		22,804		253,281			54,101		35,522
BX STEEL POSCO Cold Rolled Sheet Co., Ltd.		1,272,968		769,371		503,597			1,455,502		61,595
DMSA/AMSA		875,900		1,692,942		(817,042	)		856,215		(684,937	)
HBIS-POSCO Automotive Steel Co., Ltd		964,614		679,930		284,684			625,983		(97,928	)
PT NICOLE METAL INDUSTRY		1,073,184		172,335		900,849			701,059		40,197
M RES NSW HCC II Pty Ltd		109,139		3		109,136			—		(2,761	)

(f)	The amounts of equity method losses not recognized due to the suspension of the application of the equity method to associates and join ventures for the year ended December 31, 2025 are as follows:


(in millions of Won)
Company	Beginning balance		Increase		Ending balance
New Songdo International City Development, LLC	￦	112,305		32,087		144,392
UITrans LRT Co., Ltd.		48,496		2,196		50,692
FQM Australia Holdings Pty Ltd		355,197		23,352		378,549
Nickel Mining Company SAS		—		29,608		29,608
Others		61,733		69,554		131,287

	￦	577,731		156,797		734,528

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

12.	Joint Operations

Details of significant joint operations that the Company is participating in as a party to a joint arrangement as of December 31, 2025 are as follows:


Joint operations	Operation	Ownership (%)		Location
Myanmar A-1/A-3 mine	Mine development and gas production		51.00	Myanmar
Offshore Midstream	Gas transportation facility		51.00	Myanmar
Mt. Thorley J/V	Mine development		20.00	Australia
POSMAC J/V	Mine development		20.00	Australia

13.	Investment Property

(a) Investment property as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024							2025
	Acquisition cost		Accumulated depreciation and impairment loss			Book value		Acquisition cost		Accumulated depreciation and impairment loss			Book value
Land	￦	876,549		(10,099	)		866,450		804,839		(10,099	)		794,740
Buildings		1,173,721		(230,870	)		942,851		1,002,446		(249,975	)		752,471
Structures		3,342		(1,587	)		1,755		2,455		(1,245	)		1,210
Right of use assets		188,397		(43,557	)		144,840		191,677		(48,473	)		143,204

	￦	2,242,009		(286,113	)		1,955,896		2,001,417		(309,792	)		1,691,625

The fair value of major investment properties is determined based on the assumptions and data used in the valuation by an independent appraiser with recognized professional qualifications, and the fair value of the investment properties as of December 31, 2025 is

￦

2,605,968 million.

(b)	Changes in the carrying amount of investment property for the years ended December 31, 2024 and 2025 are as follows:

For the year ended December 31, 2024


(in millions of Won)	Beginning		Acquisitions		Business Combination(*1)		Disposals			Depreciation			Impairment loss			Others(*2)			Ending
Land	￦	787,304		3,755		59,766		(47,137	)		—			(215	)		62,977			866,450
Buildings		655,786		1,782		355,155		(34,419	)		(34,179	)		(9,776	)		8,502			942,851
Structures		1,873		—		—		—			(911	)		—			793			1,755
Right of use assets		171,331		—		—		(107	)		(6,547	)		—			(19,837	)		144,840

	￦	1,616,294		5,537		414,921		(81,663	)		(41,637	)		(9,991	)		52,435			1,955,896

(*1)	During the year ended December 31, 2024, RNR Logistics and others were included as subsidiaries, and the Company has included the effect of the increase in investment properties in the business combination.

(*2)	Includes reclassification resulting from changing purpose of use, adjusted foreign currency translation difference and others.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

2) For the year ended December 31, 2025


(in millions of Won)	Beginning		Acquisitions		Disposals			Depreciation			Impairment loss			Others(*1)			Ending
Land	￦	866,450		163		(510	)		—			—			(71,363	)		794,740
Buildings		942,851		2,727		(607	)		(21,147	)		(2,553	)		(168,800	)		752,471
Structures		1,755		—		—			(909	)		—			364			1,210
Right of use assets		144,840		1,464		(276	)		(5,621	)		—			2,797			143,204

	￦	1,955,896		4,354		(1,393	)		(27,677	)		(2,553	)		(237,002	)		1,691,625

(*1)	Includes reclassification resulting from changing purpose of use, adjustment of foreign currency translation difference and others.

14.	Property, Plant and Equipment

(a)	Property, plant and equipment as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024										2025
	Acquisition cost		Accumulated depreciation and impairment loss			Government grants			Book value		Acquisition cost		Accumulated depreciation and impairment loss			Government grants			Book value
Land	￦	3,353,019		(12,144	)		(5,000	)		3,335,875		3,700,385		(8,261	)		(5,738	)		3,686,386
Buildings		12,097,246		(6,808,735	)		(7,543	)		5,280,968		12,970,144		(7,164,018	)		(12,286	)		5,793,840
Structures		8,292,323		(4,431,766	)		(34	)		3,860,523		9,030,274		(4,739,870	)		(31	)		4,290,373
Machinery and equipment		58,845,673		(40,516,816	)		(17,179	)		18,311,678		60,640,317		(42,410,343	)		(24,647	)		18,205,327
Vehicles		433,218		(340,993	)		(2,250	)		89,975		502,658		(400,506	)		(1,537	)		100,615
Tools		609,799		(474,877	)		(421	)		134,501		623,466		(504,974	)		(235	)		118,257
Furniture and fixtures		911,525		(711,472	)		(20	)		200,033		993,990		(774,780	)		(42	)		219,168
Right of use assets		1,589,388		(618,754	)		—			970,634		2,071,107		(696,780	)		—			1,374,327
Bearer plants		203,433		(63,982	)		—			139,451		588,892		(226,021	)		—			362,871
Construction-in-progress		7,744,779		(180,824	)		(40,765	)		7,523,190		8,399,751		(207,727	)		(50,368	)		8,141,656

	￦	94,080,403		(54,160,363	)		(73,212	)		39,846,828		99,520,984		(57,133,280	)		(94,884	)		42,292,820

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(b)	Changes in the carrying amount of property, plant and equipment for the years ended December 31, 2024 and 2025 were as follows:

For the year ended December 31, 2024


(in millions of Won)	Beginning		Acquisitions		Disposals			Depreciation			Impairment loss(*2,3)			Others(*1)			Ending
Land	￦	3,290,244		20,523		(6,061	)		—			(6,620	)		37,789			3,335,875
Buildings		4,427,632		14,002		(11,137	)		(346,334	)		(67,797	)		1,264,602			5,280,968
Structures		3,081,524		11,663		(4,497	)		(306,017	)		(15,328	)		1,093,178			3,860,523
Machinery and equipment		16,539,192		179,457		(47,511	)		(2,484,915	)		(385,367	)		4,510,822			18,311,678
Vehicles		79,595		17,353		(1,487	)		(39,263	)		(56	)		33,833			89,975
Tools		128,865		28,731		(673	)		(54,966	)		(1,573	)		34,117			134,501
Furniture and fixtures		189,887		27,966		(2,380	)		(70,561	)		(3,260	)		58,381			200,033
Right of use assets		998,305		132,219		(18,706	)		(177,475	)		(1,994	)		38,285			970,634
Bearer plants		137,331		—		(27	)		(9,602	)		—			11,749			139,451
Construction-in-progress		6,333,673		7,634,826		(3,482	)		—			(128,119	)		(6,313,708	)		7,523,190

	￦	35,206,248		8,066,740		(95,961)			(3,489,133	)		(610,114	)		769,048			39,846,828

(*1)	Represents assets transferred from construction-in-progress to intangible assets and other property, plant and equipment, reclassifications resulting from change in purpose of use, adjustments of foreign currency translation differences and others.

(*2)

The Company calculated the net fair value of individual assets, such as steelmaking plant no. 1 and blast furnace no. 4 in Pohang, whose operation was suspended due to operation plan changes, to estimate recoverable amount and recognized an impairment loss of

￦

227,239 million for property, plant and equipment during the year ended December 31, 2024.

(*3)

The Company identified certain portion of the anode/cathode material assets that were in long-term idle status or expected to fall short of the anticipated economic performance during the year ended December 31, 2024. The Company calculated the net fair value of such individual assets to estimate the recoverable amount and recognized an impairment loss of

￦

307,911 million for assets that the recoverable amounts are less than their carrying amounts.

For the year ended December 31, 2025


(in millions of Won)	Beginning		Acquisitions		Business combination(*1)		Disposals			Depreciation			Impairment loss(*2)			Others(*3)			Ending
Land	￦	3,335,875		33,702		218,786		(13,247	)		—			(1,364	)		112,634			3,686,386
Buildings		5,280,968		28,996		62,944		(35,868	)		(403,394	)		—			860,194			5,793,840
Structures		3,860,523		13,591		10,796		(103,544	)		(330,278	)		—			839,285			4,290,373
Machinery and equipment		18,311,678		107,319		23,146		(43,106	)		(2,543,786	)		(88,769	)		2,438,845			18,205,327
Vehicles		89,975		9,538		19,921		(1,463	)		(40,783	)		(1,344	)		24,771			100,615
Tools		134,501		23,288		—		(1,850	)		(53,854	)		(1	)		16,173			118,257
Furniture and fixtures		200,033		30,487		4,818		(3,466	)		(79,619	)		—			66,915			219,168
Right of use assets		970,634		644,892		—		(43,705	)		(202,668	)		—			5,174			1,374,327
Bearer plants		139,451		—		249,352		(4,647	)		(11,229	)		—			(10,056	)		362,871
Construction-in-progress		7,523,190		5,176,786		44,872		(8,941	)		—			(44,175	)		(4,550,076	)		8,141,656

	￦	39,846,828		6,068,599		634,635		(259,837)			(3,665,611	)		(135,653	)		(196,141	)		42,292,820

(*1)	For the year ended December 31, 2025, as entities such as PT. Prime Agri Resources were consolidated as subsidiaries, the Company included the resulting increase in property, plant and equipment in business combination.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(*2)	For the year ended December 31, 2025, the Company estimated the recoverable amount of individual assets whose operation was suspended, such as Finex Plant no. 3, at their net fair value and recognized an impairment loss of ￦ 69,988 million.

(*3)	Represents assets transferred from construction-in-progress to intangible assets and other property, plant and equipment, reclassifications resulting from change in purpose of use, adjustments of foreign currency translation differences and others.

(c)	Borrowing costs capitalized and the capitalized interest rate for the years ended December 31, 2023, 2024 and 2025 were as follows:


(in millions of Won)	2023		2024		2025
Weighted average expenditure	￦	3,585,047		4,016,832		3,740,288
Borrowing costs capitalized		126,260		193,093		148,383
Capitalization rate (%)		1.53 ~ 6.91		0.70 ~ 5.78		1.11 ~ 8.04

(d)	Property, plant and equipment and investment property pledged as collateral as of December 31, 2024 and 2025 are as follows:


(in millions of Won)		Book value
	Collateral right holder	2024		2025
Land	Korean Development Bank and others	￦	846,211		765,038
Buildings and structures	Korean Development Bank and others		1,303,216		1,275,029
Machinery and equipment	Korean Development Bank and others		1,828,174		2,319,098
Other property, plant and equipment	Korean Development Bank and others		34,614		650,904

		￦	4,012,215		5,010,069

As of December 31, 2025, assets pledged as collateral related to the Company’s borrowings and others amounting to

￦

5,320,753 million include investment properties and other assets such as right to use land.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(e)	Changes in the carrying amount of right of use assets presented as investment property and property, plant and equipment for the years ended December 31, 2024 and 2025 were as follows:

For the year ended December 31, 2024


(in millions of Won)	Beginning		Acquisitions		Depreciation			Impairment loss			Others			Ending
Land	￦	363,789		1,542		(17,501	)		(1,994	)		3,082			348,918
Buildings and structures		151,366		58,116		(54,092	)		—			(643	)		154,747
Machinery and equipment		355,604		37,204		(47,797	)		—			1,631			346,642
Vehicles		48,228		12,501		(20,291	)		—			4,633			45,071
Ships		220,754		—		(24,684	)		—			—			196,070
Others		29,895		22,856		(19,657	)		—			(9,068	)		24,026

	￦	1,169,636		132,219		(184,022	)		(1,994	)		(365	)		1,115,474

For the year ended December 31, 2025


(in millions of Won)	Beginning		Acquisitions		Depreciation			Others			Ending
Land	￦	348,918		15,560		(16,154	)		(22,092	)		326,232
Buildings and structures		154,747		119,586		(55,532	)		(25,018	)		193,783
Machinery and equipment		346,642		29,687		(64,748	)		20,540			332,121
Vehicles		45,071		15,832		(21,623	)		1,489			40,769
Ships		196,070		264,508		(33,792	)		—			426,786
Others		24,026		201,183		(16,440	)		(10,929	)		197,840

	￦	1,115,474		646,356		(208,289	)		(36,010	)		1,517,531

(f)	The amount recognized in profit or loss related to leases for the years ended December 31, 2023, 2024 and 2025 were as follows:


(in millions of Won)	2023		2024		2025
Interest on lease liabilities	￦	41,109		48,887		63,586
Expenses related to short-term leases		52,486		53,944		38,639
Expenses related to leases of low-value assets		20,103		25,968		19,346

	￦	113,698		128,799		121,571

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

15. Goodwill and Other Intangible Assets

(a)	Goodwill and other intangible assets as of December 31, 2024 and 2025 are as follows:


	2024										2025
(in millions of Won)	Acquisition cost		Accumulated amortization and impairment loss			Government grants			Book value		Acquisition cost		Accumulated amortization and impairment loss			Government grants			Book value
Goodwill	￦	1,722,390		(1,364,539	)		—			357,851		2,191,311		(1,364,539	)		—			826,772
Intellectual property rights		5,670,769		(2,423,252	)		—			3,247,517		6,119,689		(2,744,031	)		—			3,375,658
Membership		137,619		(1,511	)		—			136,108		141,506		(2,268	)		—			139,238
Development expense		742,816		(647,701	)		(74	)		95,041		903,361		(702,608	)		—			200,753
Port facilities usage rights		681,530		(513,534	)		—			167,996		681,530		(528,378	)		—			153,152
Exploration and evaluation assets		276,599		(161,290	)		—			115,309		322,795		(175,782	)		—			147,013
Development assets		86,792		(81	)		—			86,711		83,664		(323	)		—			83,341
Customer relationships		859,035		(713,336	)		—			145,699		871,650		(755,404	)		—			116,246
Other intangible assets		1,240,979		(818,341	)		(46	)		422,592		1,283,895		(832,388	)		(151	)		451,356

	￦	11,418,529		(6,643,585	)		(120	)		4,774,824		12,599,401		(7,105,721	)		(151	)		5,493,529

(b)	Changes in carrying amount of goodwill and other intangible assets for the years ended December 31, 2024 and 2025 are as follows:

For the year ended December 31, 2024


(in millions of Won)	Beginning		Acquisitions		Business combination		Disposals			Amortization			Impairment loss			Others(* 2)			Ending
Goodwill	￦	403,172		—		282		—			—			(46,958	)		1,355			357,851
Intellectual property rights		3,029,651		353,175		—		(240	)		(272,730	)		—			137,661			3,247,517
Membership(* 1)		138,184		1,716		—		(4,179	)		(180	)		29			538			136,108
Development expense		126,818		15,913		—		(22	)		(63,684	)		(692	)		16,708			95,041
Port facilities usage rights		182,411		—		—		—			(14,415	)		—			—			167,996
Exploratation and evaluation assets		163,446		21,024		—		—			—			—			(69,161	)		115,309
Development assets		10,235		543		—		—			(76	)		—			76,009			86,711
Customer relationships		196,895		—		—		—			(44,478	)		—			(6,718	)		145,699
Other intangible assets		463,972		118,563		—		(102,012	)		(58,126	)		(252	)		447			422,592

	￦	4,714,784		510,934		282		(106,453)			(453,689)			(47,873)			156,839			4,774,824

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(*1)	Estimated useful life of membership is indefinite.

(*2)	Represents assets transferred from construction-in-progress to intangible asset and assets transferred from property, plant and equipment, adjustments of foreign currency translation difference and others.

2)	For the year ended December 31, 2025


(in millions of Won)	Beginning		Acquisitions		Business combination(*3)		Disposals			Amortization			Impairment loss			Others(*2)			Ending
Goodwill	￦	357,851		—		466,537		(461	)		—			—			2,845			826,772
Intellectual property rights		3,247,517		377,414		—		(4	)		(289,446	)		(30,426	)		70,603			3,375,658
Membership(*1)		136,108		7,243		—		(4,892	)		(238	)		(519	)		1,536			139,238
Development expense		95,041		12,089		—		—			(50,481	)		(6,124	)		150,228			200,753
Port facilities usage rights		167,996		—		—		—			(14,844	)		—			—			153,152
Exploratation and evaluation assets		115,309		44,097		—		(22	)		—			(14,548	)		2,177			147,013
Development assets		86,711		—		—		—			—			—			(3,370	)		83,341
Customer relationships		145,699		—		—		—			(42,068	)		—			12,615			116,246
Other intangible assets		422,592		162,142		88,338		(563	)		(68,858	)		(1	)		(152,294	)		451,356

	￦	4,774,824		602,985		554,875		(5,942	)		(465,935	)		(51,618	)		84,340			5,493,529

(*1)	Estimated useful life of membership is indefinite.

(*2)	Represents assets transferred from construction-in-progress to intangible asset and assets transferred from property, plant and equipment, adjustments of foreign currency translation difference and others.

(*3)	During the year ended December 31, 2025, as entities such as PT. Prime Agri Resources were consolidated as subsidiaries, the Company included the resulting increase in goodwill and other intangible assets in business combination.

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(c)	The Company’s cash generating units (CGUs) and carrying amounts of goodwill allocated to CGUs as of December 31, 2024 and 2025 are as follows:


(in millions of Won)		Total number of CGUs
Reportable segments		2024		2025		CGUs	2024		2025
Steel			9		9	CHEMGAS KOREA CO.,LTD.	￦	—		39,378
						POSCO Center Beijing		192		195
						Others		13,748		12,865
Infrastructure	Trading		5		6	POSCO INTERNATIONAL Corporation — Global Business Division(*1)		240,092		240,092
						POSCO INTERNATIONAL Corporation — Energy Division		26,471		26,471
						PT. Prime Agri Resources		—		425,529
						Others		8,205		9,374
	Construction		1		1	POSCO WIDE Co., Ltd		32,585		32,585
	Logistics and others		2		2	Shinan Green Energy Co., Ltd.		108		108
Rechargeable			3		3	POSCO FUTURE M CO., LTD		8,800		8,800
Battery						Posco Silicon Solution Co., Ltd		27,542		31,155
Materials						Zhangjiagang Pohang Refractions Co., Ltd.		108		108
Others			—		1	Others		—		112

			20		22		￦	357,851		826,772

(*1)

The recoverable amount of POSCO INTERNATIONAL Corporation – Global Business Division, a subsidiary in the Infrastructure – Trading segment, is determined based on its value in use by an independent external valuer. As of December 31, 2025, the value in use is estimated by applying a

5.51% (2024: 7.37%)

post-tax

discount rate to the future cash flows estimated based on management’s

5-year

business plan and terminal growth rate of 1.0% (2024: 1.0%) thereafter. The terminal growth rate does not exceed long-term growth rate of its industry. No impairment loss on goodwill was recognized for the year ended December 31, 2025 as the recoverable amount exceeded the carrying amount of the CGU.

The value in use of the CGU is sensitive to key assumptions such as discount rate, terminal growth and estimated revenue used in discount cash flow model. If the discount rate increases by 1%, the value in use would have decreased by

￦

1,710,249 million or 16.93%. If the terminal growth rate decreases by 1%, the value in use would have decreased by

￦

472,760 million or 4.68%.

The Company believes that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the carrying amount to exceed the recoverable amount of the CGU.

F-7

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

16.	Other Assets

Other assets as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024		2025
Current
Advance payments	￦	509,922		582,909
Prepaid expenses		259,145		186,066
Firm commitment asset		2,489		9,221
Others		15,387		35,326

	￦	786,943		813,522

Non-current
Long-term advance payments	￦	33,308		54,896
Long-term prepaid expenses		20,689		18,156
Others		79,687		62,631

	￦	133,684		135,683

17.	Borrowings

(a)	Short-term borrowings and current portion of long-term borrowings as of December 31, 2024 and 2025 are as follows:

(in millions of Won)

Bank

Issuance date

Maturity date

Interest
rate (%)

2024

2025

Short-term borrowings

Bank overdrafts

JP Morgan and
others

January 2025~
December 2025

January 2026~
December 2026

3.40~6.20

￦

85,892

137,852

Short-term borrowings

HSBC and others

January 2025~
December 2025

January 2026~
December 2026

0.75~7.95

5,647,199

7,294,105

5,733,091

7,431,957

Current portion of long-term liabilities

Current portion of long-term borrowings

Export-Import Bank
of Korea and others

December 2006~
December 2025

January 2026~
December 2026

1.00~8.50

1,323,002

1,302,568

Current portion of debentures

KB Securities co.,Ltd.
and others

July 2019~
September 2024

January 2026~
September 2026

1.77~5.63

4,024,084

3,340,036

Less: Current portion of discount on debentures issued

(3,483

)

(1,648

)

Current portion of exchangable bonds

Foreign currency
exchangable bonds

September 2021

September 2026

39,053

44,509

5,382,656

4,685,465

￦

11,115,747

12,117,422

The issuance conditions of the exchangeable bonds issued by the Company are as follows.

F-7

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


		Foreign currency exchangeable bonds
Type of bond		Exchangeable bonds
Aggregate principal amount(*1)		EUR 27,100,000
Interest rate		- Coupon rate : -
		- Yield to maturity : (0.78%)
Maturity date		September 1, 2026
Redemption		1) Redemption at maturity : Outstanding bond principal, which is not repaid early or which call option is not excercised on, is repaid at maturity as a lump sum
		2) Prepayment : The issuer has call option and the bondholders have put option
Exchange rate		100%
Exchange price(*2) (Won/share)		422,126
Underlying shares		Registered common shares(treasury shares)
Exchange period		From October 12, 2021 to August 22, 2026
Adjustments for exchange price		Adjusting the exchange price according to the terms and conditions of the bond in the events of reason for adjusting the exchange price such as, bonus issue, stock split, reverse stock split, change of share type, issuance of options or warranties to shareholders, share dividend, cash dividend, issuance of new shares under the market price.
Put option by bondholders		- In the event of a change of control of the controlling company
		- Where the shares issued by the controlling company are delisted (or suspended for more than 30 consecutive trading days)
Call option by the issuer		- Share price(based on closing price) is higher than 130% of exchange price for more than 20 trading days during 30 consecutive trading days in a row, after 3 years (September 1, 2024) from the closing day to 30 business days before the maturity of bonds
		- When the outstanding balance of outstanding bonds is less than 10% of the total issuance (Clean-Up Call)
		- Where additional reasons for tax burden arise due to the amendment of relevant laws and regulations, etc

(*1)	Due to put option exercised by bondholders, EUR 1,038,800,000 was redeemed out of the total face value of convertible bonds of EUR 1,065,900,000 during the year ended December 31, 2024.

(*2)	The exchange price has changed due to cash dividends paid during the year ended December 31, 2025.

F-7

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

The Company has designated exchangeable bonds listed on the Singapore Stock Exchange as financial liabilities measured at fair value through profit or loss. The quoted transaction price is used in fair value measurement, and changes in fair value are recognized in profit or loss.

(b)	Long-term borrowings, excluding current portion as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	Bank	Issuance date	Maturity date	Interest rate (%)		2024			2025
Long-term borrowings	Export-Import Bank of Korea and others	September 2001~ December 2025	January 2027~ December 2040		1.05 ~ 8.25	￦	4,868,703			6,605,336
Less: Present value discount							(51,173	)		(49,101	)
Debentures	KB Securities co.,Ltd. and others	July 2019~ October 2025	January 2027~ May 2035		1.77 ~ 8.40		10,108,600			9,859,696
Less: Discount on debentures issued							(44,510	)		(41,353	)

						￦	14,881,620			16,374,578

(c)	Assets pledged as collateral for the Company’s borrowings and other liabilities include investment property and right-of-use assets (right to use land). The details of assets pledged as collateral as of December 31, 2025 are as follows:


(in millions of Won)	Lenders	Book value		Pledged amount
Property, plant and equipment and Investment property	Korea Development Bank and others	￦	5,005,832		5,318,147
Trade accounts and notes receivable	Korea Development Bank and others		136,758		136,758
Financial instruments	Korea Development Bank and others		27,314		27,314
Cash equivalents	Shinhan Bank		272,631		272,631

		￦	5,442,535		5,754,850

F-7

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

18.	Other Payables

Other payables as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024		2025
Current
Accounts payable	￦	1,652,957		1,646,460
Accrued expenses		1,275,068		1,242,403
Dividend payable		4,182		4,598
Lease liabilities		161,601		180,424
Deposits withheld		370,063		332,620

	￦	3,463,871		3,406,505

Non-current
Accounts payable	￦	6,096		4,072
Accrued expenses		11,979		18,459
Lease liabilities		744,500		1,160,230
Long-term deposits withheld		46,437		54,597

	￦	809,012		1,237,358

19. Other Financial Liabilities

Other financial liabilities as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024		2025
Current
Derivatives liabilities	￦	108,786		49,947
Financial guarantee liabilities		4,972		8,194
Others		7,117		8,482

	￦	120,875		66,623

Non-current
Derivatives liabilities	￦	2,236		7,627
Financial guarantee liabilities		8,944		9,941
Others		61,740		73,500

	￦	72,920		91,068

F-7

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

20. Provisions

(a)	Provisions as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024				2025
	Current		Non-current		Current		Non-current
Provision for bonus payments	￦	121,757		70,104		119,010		101,039
Provision for construction warranties		49,659		137,201		39,393		148,673
Provision for legal contingencies and claims(*1)		17,960		78,486		5,685		45,363
Provision for the restoration		10,041		197,810		2,979		196,651
Others(*2)		196,613		96,958		404,581		158,603

	￦	396,030		580,559		571,648		650,329

(*1)	The Company recognized probable outflow of resources amounting to ￦ 80,220 million and ￦ 35,061 million as provisions for legal contingencies and asserted claim in relation to lawsuits against the Company as of December 31, 2024 and 2025, respectively.

(*2)

According to the

Act on the promotion of the development, use and diffusion of new and renewable energy

, POSCO INTERNATIONAL Corporation is obliged to supply a certain amount of power, generated by new and renewable energy sources. In accordance with the Act, POSCO INTERNATIONAL Corporation estimated the cost required to fulfill its obligations, such as insufficient supply of power using new and renewable energy to be borne, and as of December 31, 2024 and 2025, the Company recognized

￦

64,249 million and

￦

45,150 million respectively, as provision.

(b)	The following are the key assumptions concerning the future and other key sources of estimation uncertainties at the end of the reporting period.


		Key assumptions for the estimation
Provision for bonus payments		Estimations based on financial performance and working service rendered
Provision for construction warranties		Estimations based on historical warranty data
Provision for legal contingencies and claims		Estimations based on the degree of probability of an unfavorable outcome and the ability to make a sufficient reliable estimate of the amount of loss

F-

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(c)	Changes in provisions for the years ended December 31, 2024 and 2025 are as follows:

For the year ended December 31, 2024


(in millions of Won)	Beginning		Increase		Utilization			Reversal			Others(*1)			Ending
Provision for bonus payments	￦	184,391		224,339		(187,004	)		(29,461	)		(404	)		191,861
Provision for construction warranties		196,758		53,244		(48,471	)		(8,274	)		(6,397	)		186,860
Provision for legal contingencies and claims		73,062		54,929		(12,964	)		(19,743	)		1,162			96,446
Provision for the restoration		175,820		28,917		(8,311	)		(6,485	)		17,910			207,851
Others		257,722		255,624		(151,362	)		(76,790	)		8,377			293,571

	￦	887,753		617,053		(408,112	)		(140,753)			20,648			976,589

(*1)	Includes adjustments of foreign currency translation differences and others.

For the year ended December 31, 2025


(in millions of Won)	Beginning		Increase		Business combination(*1)		Utilization			Reversal			Others(*2)			Ending
Provision for bonus payments	￦	191,861		159,990		—		(133,528	)		(2,634	)		4,360			220,049
Provision for construction warranties		186,860		43,891		—		(35,139	)		(6,005	)		(1,541	)		188,066
Provision for legal contingencies and claims		96,446		10,856		—		(23,507	)		(15,782	)		(16,965	)		51,048
Provision for the restoration		207,851		26,853		—		(4,953	)		(4,843	)		(25,278	)		199,630
Others		293,571		423,940		138,212		(29,447	)		(68,387	)		(194,705	)		563,184

	￦	976,589		665,530		138,212		(226,574	)		(97,651	)		(234,129	)		1,221,977

(*1)	During the year ended December 31, 2025, PT. Prime Agri Resources was newly consolidated as a subsidiary, and the Company included the resulting increase in provisions as part of the business combination.

(*2)	Includes adjustments of foreign currency translation differences and others.

21.	Employee Benefits

(a)	Defined contribution plans

The expenses related to post-employment benefit plans under defined contribution plans for the years ended December 31, 2023, 2024 and 2025 were as follows:


(in millions of Won)	2023		2024		2025
Expense related to post-employment benefit plans under defined contribution plans	￦	70,394		81,811		79,817

F-8

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(b)	Defined benefit plans

The amounts recognized in relation to net defined benefit assets in the consolidated statements of financial position as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024			2025
Present value of funded obligations	￦	2,589,246			2,631,811
Fair value of plan assets(*1)		(2,962,342	)		(2,923,780	)
Present value of non-funded obligations		7,092			(4,954	)

Net defined benefit assets	￦	(366,004	)		(296,923	)

(*1)	As of December 31, 2024 and 2025, the Company recognized net defined benefit assets amounting to ￦ 409,147 million and ￦ 360,112 million, respectively, which represent the excess of each consolidated entity’s plan asset over the present value of defined benefit obligations.

Changes in present value of defined benefit obligations for the years ended December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024			2025
Defined benefit obligations at the beginning of year	￦	2,476,709			2,596,338
Current service costs		266,460			279,517
Interest costs		93,131			87,759
Remeasurements :		147,838			30,591
- Loss (gain) from change in financial assumptions		92,706			(8,892	)
- Loss (gain) from change in demographic assumptions		2,700			(172	)
- Loss from change in others		52,432			39,655
Benefits paid		(336,899	)		(382,620	)
Others		(50,901	)		15,272

Defined benefit obligations at the end of year	￦	2,596,338			2,626,857

F-8

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

Changes in fair value of plan assets for the years ended December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024			2025
Fair value of plan assets at the beginning of year	￦	2,902,714			2,962,342
Interest on plan assets		112,768			103,044
Remeasurement of plan assets		20,345			3,967
Contributions to plan assets		251,891			225,385
Benefits paid		(279,304	)		(368,537	)
Others		(46,072	)		(2,421	)

Fair value of plan assets at the end of year	￦	2,962,342			2,923,780

The Company expects to make an estimated contribution of

￦

130,667 million to the defined benefit plan assets in 2026.

The fair value of plan assets as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024		2025
Equity instruments	￦	14,507		148,379
Debt instruments		404,311		471,059
Deposits		2,268,197		1,868,077
Others		275,327		436,265

	￦	2,962,342		2,923,780

The amounts recognized in consolidated statements of comprehensive income for the years ended December 31, 2023, 2024 and 2025 were as follows:


(in millions of Won)	2023			2024			2025
Current service costs	￦	235,340			266,460			279,517
Net interest costs(*1)		(28,726	)		(19,637	)		(15,285	)

	￦	206,614			246,823			264,232

(*1)	The actual return on plan assets amounted to ￦ 148,786 million , ￦ 133,113 million and ￦ 107,011 million for the years ended December 31, 2023, 2024 and 2025, respectively.

F-8

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

The above expenses by function are as follows:


(in millions of Won)	2023		2024		2025
Cost of sales	￦	135,687		155,146		184,140
Selling and administrative expenses and others		70,927		91,677		80,092

	￦	206,614		246,823		264,232

Accumulated actuarial losses, net of tax recognized in other comprehensive income for the years ended December 31, 2023, 2024 and 2025 are as follows:


(in millions of Won)	2023			2024			2025
Beginning	￦	(396,297	)		(514,845	)		(610,190	)
Remeasurements of defined benefit plans		(118,548	)		(95,345)			(13,163	)

Ending	￦	(514,845	)		(610,190	)		(623,353	)

The principal actuarial assumptions as of December 31, 2024 and 2025 are as follows:


(%)	2024		2025
Discount rate		2.50 ~ 21.55		0.92 ~ 7.30
Expected future increase in salaries(*1)		1.50 ~ 29.32		1.50 ~ 29.32

(*1)	The expected future increases in salaries are based on the average salary increase rate over the past five years.

All assumptions are reviewed at the end of the reporting period. Additionally, the total estimated defined benefit obligation includes actuarial assumptions associated with the long-term characteristics of the defined benefit plan.

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding the other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:


(in millions of Won)	1% Increase						1% Decrease
	Amount			Percentage(%)			Amount			Percentage(%)
Discount rate	￦	(164,782	)		(6.3	)		190,289			7.2
Expected future increase in salaries		186,448			7.1			(165,385	)		(6.3	)

F-8

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

As of December 31, 2025, the maturity of the expected benefit payments are as follows:


(in millions of Won)	Within 1year		1 year - 5 years		5 years - 10 years		10 years - 20 years		After 20 years		Total
Benefits to be paid	￦	282,046		933,451		795,447		1,389,605		672,620		4,073,169

The maturity analysis of the defined benefit obligation was nominal amounts of defined benefit obligations using expected remaining period of service of employees.

22.	Other Liabilities

Other liabilities as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024		2025
Current
Due to customers for contract work	￦	452,839		727,902
Advances received		253,171		500,831
Unearned revenue		87,969		102,275
Withholdings		307,753		209,450
Firm commitment liability		10,384		2,910
Others (*1)		22,723		30,827

	￦	1,134,843		1,574,195

Non-current
Advances received	￦	90,084		145,815
Unearned revenue		4,317		3,704
Others (*1)		90,651		98,294

	￦	185,052		247,813

(*1)

As of December 31, 2024 and 2025, the Company recognized the assumed liability amounting to

￦

41,770 million and

￦

43,850 million, respectively, related to unfavorable terms of a customer contract relative to market-terms upon the acquisition of Senex Energy Limited by Senex Holdings PTY LTD, a subsidiary.

F-8

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

23.	Financial Instruments

(a)	Classification and fair value of financial instruments

The carrying amount and the fair values of financial assets and financial liabilities by fair value hierarchy as of December 31, 2024 and 2025 are as follows:

①

December 31, 2024


(in millions of Won)			Fair value
	Book value		Level 1		Level 2		Level 3		Total
Financial assets
Fair value through profit or loss
Derivative assets	￦	946,393		—		946,393		—		946,393
Short-term financial instruments		1,212,643		—		1,212,643		—		1,212,643
Equity securities		52,222		26,792		—		25,430		52,222
Debt securities		113,728		—		82,699		31,029		113,728
Other securities		762,177		—		—		762,177		762,177
Derivative hedging instruments(*2)		16,483		—		16,483		—		16,483
Fair value through other comprehensive income
Equity securities		1,119,322		703,181		—		416,141		1,119,322
Assets held for sale		604,439		604,439		—		—		604,439
Financial assets measured at amortized cost(*1)
Cash and cash equivalents		6,767,898		—		—		—		—
Trade accounts and notes receivable		9,374,086		—		—		—		—
Other receivables		2,739,523		—		—		—		—
Debt securities		402,644		—		—		—		—
Deposit instruments		6,445,428		—		—		—		—

	￦	30,556,986		1,334,412		2,258,218		1,234,777		4,827,407

Financial liabilities
Fair value through profit or loss
Derivative liabilities	￦	105,187		—		105,187		—		105,187
Borrowings		39,053		39,053		—		—		39,053
Derivative hedging instruments(*2)		5,835		—		5,835		—		5,835
Financial liabilities measured at amortized cost(*1)
Trade accounts and notes payable		6,161,177		—		—		—		—
Borrowings		25,958,314		—		26,166,994		—		26,166,994
Financial guarantee liabilities		13,916		—		—		—		—
Other payables		3,895,526		—		—		—		—
Other financial liabilities		68,857		—		—		—		—

	￦	36,247,865		39,053		26,278,016		—		26,317,069

(*1)	Fair value of financial assets and liabilities measured at amortized cost except borrowings approximates their carrying amounts.

F-8

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(*2)

The Company applies fair value hedge accounting which uses forward contracts as hedging instrument in order to hedge the risk of changes in fair value of product prices regarding firm commitments or purchase commitments. Also, the Company applies cash flow hedge accounting which uses currency swap as hedging instrument in order to hedge the risk of interest rate and foreign exchange rate changes in foreign currency which influences cash flow from borrowings.

②

December 31, 2025


(in millions of Won)			Fair value
	Book value		Level 1		Level 2		Level 3		Total
Financial assets
Fair value through profit or loss
Derivative assets	￦	656,181		—		656,181		—		656,181
Short-term financial instruments		491,841		—		491,841		—		491,841
Equity securities		95,230		16,695		—		78,535		95,230
Debt securities		137,647		—		91,699		45,948		137,647
Other securities		696,148		—		—		696,148		696,148
Derivative hedging instruments(*2)		6,392		—		6,392		—		6,392
Fair value through other comprehensive income
Equity securities		1,626,209		1,158,867		28,682		438,660		1,626,209
Assets held for sale		7,276		—		7,276		—		7,276
Financial assets measured at amortized cost(*1)
Cash and cash equivalents		7,049,800		—		—		—		—
Trade accounts and notes receivable		9,633,285		—		—		—		—
Other receivables		3,335,169		—		—		—		—
Debt securities		962,120		—		—		—		—
Deposit instruments		7,167,658		—		—		—		—
Assets held for sale		2,238		—		—		—		—

	￦	31,867,194		1,175,562		1,282,071		1,259,291		3,716,924

Financial liabilities
Fair value through profit or loss
Derivative liabilities	￦	41,131		—		41,129		—		41,129
Borrowings		44,509		44,509		—		—		44,509
Derivative hedging instruments(*2)		16,443		—		16,443		—		16,443
Financial liabilities measured at amortized cost(*1)
Trade accounts and notes payable		5,106,921		—		—		—		—
Borrowings		28,447,491		—		28,645,932		—		28,645,932
Financial guarantee liabilities		18,135		—		—		—		—
Other payables		4,075,379		—		—		—		—
Other financial liabilities		81,982		—		—		—		—

	￦	37,831,991		44,509		28,703,504		—		28,748,013

F-8

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(*1)	Fair value of financial assets and liabilities measured at amortized cost except borrowings approximates their carrying amounts.

(*2)

The Company applies hedge accounting which uses forward contracts as hedging instrument in order to hedge the risk of changes in fair value of product prices regarding firm commitments or purchase commitments. Also, the Company applies cash flow hedge accounting which uses currency swap as hedging instrument in order to hedge the risk of interest rate and foreign exchange rate changes in foreign currency which influences cash flow from borrowings.

Financial assets and financial liabilities classified as fair value hierarchy Level 2

Fair values of derivatives are measured using the derivatives instrument valuation models such as discounted cash flow method. Inputs of the financial instrument valuation model include forward rate, interest rate and others. The fair value of derivatives may change depending on the type of derivatives and the nature of the underlying assets.

Financial assets classified as fair value hierarchy Level 3

①

Value technique and significant but not observable inputs for the financial assets classified as fair value hierarchy Level 3 as of December 31, 2025 are as follows:

(in millions of Won)

Fair value

Valuation technique

Inputs

Range of inputs

Effect on fair value

assessment

with unobservable

input

Financial assets at fair value

￦

524,552

Discounted cash flows

Growth rate

0% ~ 1.00%

As growth rate increases, fair value increases

Discount rate

6.00% ~ 13.00%

As discount rate increases, fair value decreases

51,734

Proxy firm

valuation

method

Price multiples

0.00 ~ 37.765

As price multiples increases, fair value increases

93,831

Binomial option pricing model

Value of
underlying
asset

USD 1,827,288 thousands

Fair value increases when
value of underlying asset increases

Volatility

45%

Fair value increases when volatility increases

589,174

Asset value

approach

—

F-8

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

②

Sensitivity analysis of financial assets classified as Level 3 of fair value hierarchy

If other inputs remain constant as of December 31, 2025 and one of the significant but unobservable input is changed, the effect on fair value measurement is as follows:


(in millions of Won)	Input variable	Favorable changes		Unfavorable changes
Financial assets at fair value	Fluctuation 0.5% of growth rate	￦	336		(302	)
	Fluctuation 0.5% of discount rate		3,474		(3,682	)

③

Changes in fair value of financial assets classified as Level 3 for the years ended December 31, 2024 and 2025 were as follows:


(in millions of Won)	2024			2025
Beginning	￦	875,091			1,234,777
Acquisition		398,296			122,766
Gain on valuation of financial assets		48,336			6,426
Other comprehensive income(loss)		(13,066	)		1,941
Disposal and others		(73,880	)		(106,619	)

Ending	￦	1,234,777			1,259,291

Finance income and costs by category of financial instrument for the years ended December 31, 2023, 2024 and 2025 were as follows:

①

For the year ended December 31, 2023


	Finance income and costs																		Other comprehensive income (loss)
(in millions of Won)	Interest income (expense)			Gain and loss on valuation			Gain and loss on foreign currency			Gain and loss on disposal			Others			Total			Other comprehensive income (loss)
Financial assets at fair value through profit or loss	￦	—			520,884			—			190,531			560			711,975			—
Derivative assets		—			167,997			—			289,423			—			457,420			—
Financial assets at fair value through other comprehensive income		—			—			—			—			49,586			49,586			257,725
Financial assets measured at amortized cost		502,147			—			211,077			(84,649	)		(6,347	)		622,228			—
Financial liabilities at fair value through profit or loss		—			(305,562	)		(92,835	)		—			—			(398,397	)		—
Derivative liabilities		—			(44,323	)		—			(276,600	)		—			(320,923	)		(1,292	)
Financial liabilities measured at amortized cost		(1,001,290	)		—			(466,244	)		11			(26,616	)		(1,494,139	)		—

	￦	(499,143	)		338,996			(348,002	)		118,716			17,183			(372,250	)		256,433

F-8

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

②

For the year ended December 31, 2024


	Finance income and costs																		Other comprehensive income (loss)
(in millions of Won)	Interest income (expense)			Gain and loss on valuation			Gain and loss on foreign currency			Gain and loss on disposal			Others			Total			Other comprehensive income (loss)
Financial assets at fair value through profit or loss	￦	—			120,544			—			136,699			887			258,130			—
Derivative assets		—			820,979			—			399,680			—			1,220,659			—
Financial assets at fair value through other comprehensive income		—			—			—			—			76,060			76,060			(150,443	)
Financial assets measured at amortized cost		576,782			—			1,098,245			(82,615	)		(10,613	)		1,581,799			—
Financial liabilities at fair value through profit or loss		—			239,120			(57,625	)		(6,257	)		—			175,238			—
Derivative liabilities		—			(31,018	)		—			(279,594	)		—			(310,612	)		(110	)
Financial liabilities measured at amortized cost		(1,051,511	)		—			(1,781,845	)		(806	)		(36,252	)		(2,870,414	)		—

	￦	(474,729	)		1,149,625			(741,225	)		167,107			30,082			130,860			(150,553	)

③

For the year ended December 31, 2025


	Finance income and costs																		Other comprehensive income (loss)
(in millions of Won)	Interest income (expense)			Gain and loss on valuation			Gain and loss on foreign currency			Gain and loss on disposal			Others			Total			Other comprehensive income (loss)
Financial assets at fair value through profit or loss	￦	—			(57,207	)		—			51,353			9,267			3,413			—
Derivative assets		—			67,796			—			221,995			—			289,791			—
Financial assets at fair value through other comprehensive income		—			—			—			—			28,789			28,789			319,618
Financial assets measured at amortized cost		533,307			—			(33,989	)		(73,431	)		3,107			428,994			—
Financial liabilities at fair value through profit or loss		—			(1,310	)		(4,145	)		—			—			(5,455	)		—
Derivative liabilities		—			12,049			—			(358,953	)		—			(346,904	)		8
Financial liabilities measured at amortized cost		(1,091,462	)		—			38,876			—			(34,187	)		(1,086,773	)		—

	￦	(558,155)			21,328			742			(159,036	)		6,976			(688,145	)		319,626

F-9

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(b)	Credit risk

Credit risk exposure

The carrying amount of financial assets represents the Company’s maximum exposure to credit risk. The maximum exposure to credit risk as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024		2025
Cash and cash equivalents	￦	6,767,898		7,049,800
Derivative assets		962,876		662,573
Short-term financial instruments		1,212,643		491,841
Debt securities		516,372		1,099,767
Other securities		762,177		696,148
Other receivables		2,739,523		3,335,169
Trade accounts and notes receivable		10,849,267		11,203,682
Deposit instruments		6,445,428		7,167,658
Assets held for sale		—		2,238

	￦	30,256,184		31,708,876

The Company provided financial guarantee

for the repayment of loans of associates, joint ventures and third parties. As of December 31, 2024 and 2025, the maximum exposure to credit risk related to the financial guarantee

amounted to

￦

3,832,003 million and

￦

3,613,477 million, respectively.

Impairment losses on financial assets and contract assets

The Company assesses expected credit losses by estimating the default rate based on the credit loss experience of prior periods and overdue conditions and considers the credit default swap (CDS) premium to reflect changes in credit risk by sector. For credit-impaired assets and significant receivables where the credit risk is significantly increased, credit losses are individually assessed.

①

Allowance for doubtful accounts as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024		2025
Trade accounts and notes receivable	￦	366,109		574,918
Other accounts receivable		219,811		209,126
Loans		510,036		571,650
Others		18,414		9,410

	￦	1,114,370		1,365,104

F-9

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

②

Impairment losses on financial assets for the years ended December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024			2025
Beginning	￦	952,719			1,114,370
Bad debt expenses		134,230			168,960
Other bad debt expenses(*1)		68,979			53,355
Less: Recovery of allowance for other bad debt accounts		(18,080	)		(18,513	)
Others(*2)		(23,478	)		46,932

Ending	￦	1,114,370			1,365,104

(*1)	Other bad debt expenses are mainly related to loans and other accounts receivable.

(*2)	Others for the years ended December 31, 2024 and 2025, includ e write-off amounting to ￦ 75,349 million and ￦ 33,648 million, respectively.

③

The aging and allowance for doubtful accounts of trade accounts and notes receivable as of December 31, 2024 and 2025 are as follows:


	2024				2025
(in millions of Won)	Trade accounts and notes receivable		Allowance for doubtful accounts		Trade accounts and notes receivable		Allowance for doubtful accounts
Not past due	￦	9,438,161		8,774		9,367,077		11,690
Overdue less than 1 month		496,419		4,555		373,156		2,347
1 month - 3 months		272,977		3,087		242,259		932
3 months - 12 months		187,461		22,340		834,972		102,807
Over 12 months		820,358		327,353		961,136		457,142

	￦	11,215,376		366,109		11,778,600		574,918

④

The aging and allowance for doubtful accounts of other receivables as of December 31, 2024 and 2025 are as follows:


	2024				2025
(in millions of Won)	Other receivables		Allowance for doubtful accounts		Other receivables		Allowance for doubtful accounts
Not past due	￦	2,870,906		442,293		3,476,605		459,628
Overdue less than 1 month		68,592		216		81,948		25
1 month - 3 months		146,091		19,349		113,474		36,268
3 months - 12 months		60,825		6,702		139,074		26,423
Over 12 months		341,370		279,701		314,254		267,842

	￦	3,487,784		748,261		4,125,355		790,186

F-9

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(c)	Liquidity risk

Contractual maturities of

non-derivative

financial liabilities are as follows:


(in millions of Won)	Book value		Contractual cash flow		Within 1 year		1 year - 5 years		After 5 years
Trade accounts and notes payable	￦	5,106,921		5,106,921		5,106,921		—		—
Borrowings		28,492,000		33,051,735		12,722,356		17,945,996		2,383,383
Financial guarantee liabilities(*1)		18,135		3,613,477		3,613,477		—		—
Lease liabilities		1,340,654		1,719,521		207,565		649,154		862,802
Other payables		2,734,725		2,734,965		2,657,699		77,266		—

	￦	37,692,435		46,226,619		24,308,018		18,672,416		3,246,185

(*1)

For issued financial guarantee contracts, the maximum amount of the guarantee is allocated to the earliest period in which the guarantee could be called.

Contractual maturities for derivative financial liabilities are as follows:


(in millions of Won)	Within 1 year		1 year - 5 years		Total
Currency forward	￦	20,857		1,958		22,815
Currency swap		12,629		5,669		18,298
Others		16,461		—		16,461

	￦	49,947		7,627		57,574

(d)	Currency risk

The Company is exposed to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of the changes in foreign exchange rates. The exposure to currency risk as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024				2025
	Assets		Liabilities		Assets		Liabilities
USD	￦	5,441,771		10,927,022		5,285,433		11,385,039
EUR		670,436		530,728		859,737		691,208
JPY		303,556		213,071		183,579		50,754
Others		2,280,424		367,264		1,388,889		296,563

As of December 31, 2024 and 2025, provided that functional currency against foreign currencies other than functional currency hypothetically strengthens or weakens by 10%, the changes in gain or loss for the years ended December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024					2025
	10% increase		10% decrease			10% increase			10% decrease
USD	￦	(548,525)		548,525			(609,961	)		609,961
EUR		13,971		(13,971	)		16,853			(16,853	)
JPY		9,049		(9,049	)		13,283			(13,283	)

F-9

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(e)	Interest rate risk

The carrying amount of interest-bearing financial instruments as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024			2025
Fixed rate
Financial assets	￦	16,067,746			16,949,804
Financial liabilities		(22,213,449	)		(23,619,701	)

	￦	(6,145,703	)		(6,669,897	)

Variable rate
Financial liabilities	￦	(4,690,019	)		(6,212,953	)

Sensitivity analysis on the cash flows of financial instruments with variable interest rate

The Company’s interest rate risk mainly arises from borrowings with variable interest rate. As of December 31, 2024 and 2025, provided that other factors remain the same and the interest rate of borrowings with floating rates increases or decreases by 1%, the changes in interest expense for the years ended December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024				2025
	1% increase		1% decrease		1% increase			1% decrease
Variable rate financial instruments	￦	(46,900)		46,900		(62,130	)		62,130

(f)	Supplier finance arrangements

(1)

The Company utilizes purchasing cards, purchasing loans,

e-trade

accounts receivable backed loans, and B2B/B2B plus loans under its supplier finance arrangements. The carrying amounts of the related financial liabilities and the line items in which they are presented in the consolidated statement of financial position are as follows:


(in millions of Won)	2024		2025
	Balance		Balance		Amount received by suppliers
Trade accounts and notes payable	￦	1,298,398		733,651		617,925
Accounts payable		273,366		263,327		7,643

	￦	1,571,764		996,978		625,568

(2)

The payment due dates for financial liabilities that are part of the supplier finance arrangements and for other financial liabilities are as follows:


Statement of financial position line item		Payment due date
Financial liabilities related to supplier finance arrangements		5 to 150 Days
Other comparable financial liabilities		7 to 90 Days

F-9

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(3)

As of December 31, 2024 and 2025, there have been no significant

non-cash

changes in the carrying amounts of trade accounts and notes payable and accounts payable that are part of the supplier finance arrangements.

24.	Share Capital and Capital Surplus

(a)	Share capital as of December 31, 2024 and 2025 are as follows:


(Share, in Won)	2024		2025
Authorized shares		200,000,000		200,000,000
Par value	￦	5,000		5,000
Issued shares(*1,2)		82,624,377		80,932,952
Shared capital(*3)	￦	482,403,125,000		482,403,125,000

(*1)	As of December 31, 2025, total number of American Depository Receipts (ADRs) outstanding in overseas stock market amounts to 9,159,020 and such ADRs are equivalent to 2,289,755 shares of common stock.

(*2)

Pursuant to the resolution of the Board of Directors’ meeting on February 19, 2025, the controlling company decided to retire

1,691,425

shares using distributable profits, and it was completed on March 31, 2025. As a result, as of December 31, 2025, the the controlling company’s total number of issued shares has decreased.

(*3)	As of December 31, 2025, the difference between the ending balance of common stock and the aggregate par value of issued common stock is ￦ 77,738 million due to retirement of 15,547,673 treasury stocks.

(b)	Changes in issued common stock for the years ended December 31, 2024 and 2025 are as follows:


(share)	2024									2025
	Issued shares			Treasury shares			Number of outstanding shares			Issued shares			Treasury shares			Number of outstanding shares
Beginning		84,571,230			(8,695,023	)		75,876,207			82,624,377			(7,003,598	)		75,620,779
Acquisition of treasury shares		—			(255,428	)		(255,428	)		—			—			—
Retirement of treasury shares		(1,946,853	)		1,946,853			—			(1,691,425	)		1,691,425			—

Ending		82,624,377			(7,003,598	)		75,620,779			80,932,952			(5,312,173	)		75,620,779

(c)	Capital surplus as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024		2025
Share premium	￦	463,825		463,825
Gain on disposal of treasury shares		808,994		808,994
Other capital surplus		385,531		421,753

	￦	1,658,350		1,694,572

F-9

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

25. Hybrid Bonds

(a)	POSCO FUTURE M CO., LTD, a subsidiary of the Company, issued hybrid bonds for the year ended December 31, 2024. Material matters are as follows:


(in millions of Won)	Date of issue		Date of maturity		Interest rate (%)		2024		2025
Hybrid bond(*1)		2024-12-18		2054-12-18		4.64	￦	600,000		600,000

(*1)	Details of issuance of hybrid bonds are as follows:


		KRW Hybrid bond
Maturity date		30 years (The issuer has a right to extend the maturity date)

Interest rate		Issue date ~ 2031-12-18 : 4.64% Reset every year: additionally +0.75% according to Step-up clauses

Interest payments condition		Quarterly (The issuer may defer interest payments except in cases where it resolves to pay dividends or repays pari passu debt and subordinated debt)

Others		The issuer can call the hybrid bond 5 years of after issuance

(b)

The hybrid bonds can be redeemed after a certain period has elapsed since the issuance date, and its maturity can be extended under the same conditions on the maturity date. Additionally, as interest payments can be deferred, it is deemed that the issuer has an unconditional right to avoid delivering cash or other financial assets to settle the contractual obligation. Accordingly, the Company has classified this bond as equity.

(c)	POSCO HOLDINGS INC., the controlling company, acquired ￦ 500,000 million out of the ￦ 600,000 million hybrid bonds issued by POSCO FUTURE M CO., LTD.

26.	Other components of equity

(a)	Details of other components of equity as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024			2025
Capital adjustment arising form investments in equity-accounted investees	￦	76,870			126,043
Changes in fair value of equity investments at fair value through other comprehensive income		20,066			341,198
Foreign currency translation differences		983,071			1,016,290
Losses on valuation of derivatives		(925	)		(917	)
Others		76,347			78,896

	￦	1,155,429			1,561,510

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(b)	Changes in fair value of equity investments at fair value through other comprehensive income for the years ended December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024			2025
Beginning balance	￦	153,279			20,066
Changes in unrealized fair value of equity investments		(145,051	)		318,654
Reclassification upon disposal		11,838			2,478

Ending balance	￦	20,066			341,198

27.	Treasury Shares

Based on the Board of Directors’ resolution, the controlling company holds treasury shares for business purposes including its share price stabilization. Changes in treasury shares for the years ended December 31, 2024 and 2025 are as follows:


(shares, in millions of Won)	2024						2025
	Number of shares			Amount			Number of shares			Amount
Beginning		8,695,023		￦	1,889,658			7,003,598		￦	1,550,862
Acquisition of treasury shares		255,428			92,311			—			—
Retirement of treasury shares		(1,946,853	)		(431,107	)		(1,691,425	)		(374,546	)

Ending		7,003,598		￦	1,550,862			5,312,173		￦	1,176,316

28.

Revenue

(a)	Disaggregation of revenue

Details of revenue disaggregated by types of revenue and timing of revenue recognition for the years ended December 31, 2023, 2024 and 2025 are as follows:

For the year ended December 31, 2023


(in millions of Won)			Infrastructure
	Steel		Trading		Construction		Logistics and others		Rechargeable Battery Materials		Others		Total
Types of revenue
Revenue from sales of goods	￦	39,435,236		20,973,059		—		17,923		3,775,215		—		64,201,433
Revenue from services		807,142		3,056,272		142,902		397,421		4,415		13,082		4,421,234
Revenue from construction contract		—		—		8,070,120		—		36,404		—		8,106,524
Others		150,895		4,175		17,460		55,269		8		99,551		327,358

	￦	40,393,273		24,033,506		8,230,482		470,613		3,816,042		112,633		77,056,549

Timing of revenue recognition
Revenue recognized at a point in time	￦	39,586,131		20,977,234		375,118		73,192		3,775,223		99,551		64,886,449
Revenue recognized over time		807,142		3,056,272		7,855,364		397,421		40,819		13,082		12,170,100

	￦	40,393,273		24,033,506		8,230,482		470,613		3,816,042		112,633		77,056,549

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

For the year ended December 31, 2024


(in millions of Won)			Infrastructure
	Steel		Trading		Construction		Logistics and others		Rechargeable Battery Materials		Others		Total
Types of revenue
Revenue from sales of goods	￦	38,049,273		20,059,155		—		11,894		2,783,237		—		60,903,559
Revenue from services		889,556		2,736,866		127,572		363,384		3,676		3,579		4,124,633
Revenue from construction contract		—		—		8,052,414		—		25,636		—		8,078,050
Others		165,266		7,752		64,285		46,464		—		69,399		353,166

	￦	39,104,095		22,803,773		8,244,271		421,742		2,812,549		72,978		73,459,408

Timing of revenue recognition
Revenue recognized at a point in time	￦	38,214,539		20,066,907		1,326,130		58,358		2,783,237		69,399		62,518,570
Revenue recognized over time		889,556		2,736,866		6,918,141		363,384		29,312		3,579		10,940,838

	￦	39,104,095		22,803,773		8,244,271		421,742		2,812,549		72,978		73,459,408

For the year ended December 31, 2025


(in millions of Won)			Infrastructure
	Steel		Trading		Construction		Logistics and others		Rechargeable Battery Materials		Others		Total
Types of revenue
Revenue from sales of goods	￦	36,276,548		21,387,183		—		1,174		2,036,620		759		59,702,284
Revenue from services		852,575		2,259,069		131,558		259,477		3,780		3,803		3,510,262
Revenue from construction contract		—		—		5,355,413		—		43,484		—		5,398,897
Others		155,736		97,852		20,506		48,047		12,434		40,920		375,495

	￦	37,284,859		23,744,104		5,507,477		308,698		2,096,318		45,482		68,986,938

Timing of revenue recognition
Revenue recognized at a point in time	￦	36,432,284		21,485,035		80,554		49,221		2,049,054		41,680		60,137,828
Revenue recognized over time (*1)		852,575		2,259,069		5,426,923		259,477		47,264		3,802		8,849,110

	￦	37,284,859		23,744,104		5,507,477		308,698		2,096,318		45,482		68,986,938

(*1)	The amount generated from the construction contract revenue recognized over time by POSCO Eco & Challenge Co., Ltd. is ￦ 5,193,949 million.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(b)	Details of contract assets and liabilities from contracts with customers as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024		2025
Receivables
Trade accounts and notes receivable	￦	9,374,086		9,633,285

Contract assets
Due from customers for contract work		1,475,180		1,570,397

Contract liabilities(*)
Advances received		342,314		646,609
Due to customers for contract work		452,839		727,902
Unearned revenue		89,807		100,967

(*)	Details of the contract liabilities balance of POSCO Eco & Challenge Co., Ltd., a major subsidiary, that were recognized as revenue for the years ended December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024		2025
Contract liability balance at the beginning of the reporting period recognized as revenue	￦	1,040,198		334,179

29.	Revenue – Contract Balances

(a)	Details of outstanding contracts as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024			2025
Accumulated cost	￦	28,057,329			15,689,709
Accumulated contract profit		1,935,732			1,165,262
Accumulated contract loss		(709,097	)		(729,880	)
Accumulated contract revenue		29,283,964			16,125,091

(b)	Details of due from customers for contract work and due to customers for contract work as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024			2025
Due from customers for contract work	￦	1,487,559			1,580,558
Due to customers for contract work		(452,839	)		(727,902	)

	￦	1,034,720			852,656

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(c)	Details of provisions of construction loss as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024		2025
Infrastructure-Construction segment	￦	52,492		113,391
Others		857		915

	￦	53,349		114,306

(d)	For the years ended December 31, 2023, 2024 and 2025, the total contract revenues and the estimated total contract costs have changed and the impact of such changes on profit before income tax for the current and future periods are as follows:


(in millions of Won)	2023			2024			2025
Changes in total contract revenues	￦	1,362,828			1,346,547			1,198,301
Changes in estimated total contract costs		1,419,726			1,578,811			1,242,208
Changes in profit before income taxes of construction contract :
- Current period		(91,397	)		(314,409	)		(410,413	)
- Future periods		34,499			82,145			366,506

The above details of impact on profit for the current and future periods are calculated based on the total contract costs estimated considering the events that occurred for the period from the commencement dates of the contracts to December 31, 2023, 2024 and 2025 and the estimated total contract revenue as of December 31, 2023, 2024 and 2025. The estimated total contract costs and revenue are subject to change in future periods.

(e)	As of December 31, 2025, revenue expected to be recognized in the future in relation to performance obligations that have not been fulfilled (or partially fulfilled) is as follows:


(in millions of Won)	2026		2027		2028		After 2029		Total
Expected revenue	￦	7,319,357		5,242,014		2,928,964		2,330,608		17,820,943

(f)	Uncertainty of estimates

Total contract revenues

Total contract revenues are measured based on contractual amount initially agreed. However, the contract revenues can increase due to additional contract work, claims and incentive payments, or decrease due to penalty when the completion of contract is delayed due to the Company’s fault. Therefore, this measurement of contract revenues is affected by the uncertainty of the occurrence of future events.

Total contract costs

Contract revenues are recognized based on the percentage of completion, which is measured on the basis of the gross cost amount incurred to date. Total contract costs are estimated based on

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

estimates of future material costs, labor costs, outsourcing costs and others. There is an uncertainty in estimates on future contract costs due to various internal and external factors such as fluctuation of market, the risk of business partner and the experience of project performance and others. The significant assumptions including uncertainty of the estimate of total contract costs are as follows:


		Inputs used
Material cost		Based on recent purchasing price at market price
Labor cost		Based on average monthly and daily labor cost
Outsourcing cost		Based on historical cost over similar project and actual contractual rate

Management reviews estimated contract costs at each reporting period end and adjusts them, if necessary.

30.	Selling and Administrative Expenses

(a)	Other administrative expenses

Other administrative expenses for the years ended December 31, 2023, 2024 and 2025 are as follows:


(in millions of Won)	2023			2024		2025
Wages and salaries	￦	1,156,456			1,212,005		1,323,637
Expenses related to post-employment benefits		92,667			136,211		100,701
Other employee benefits		273,482			300,425		305,212
Travel		47,945			47,681		54,993
Depreciation		159,836			173,507		177,151
Amortization		96,004			113,130		116,416
Communication		11,956			13,472		13,218
Electricity		12,242			15,618		17,192
Taxes and public dues		100,639			94,658		99,535
Rental		48,243			45,440		37,847
Repairs		17,787			16,502		11,684
Entertainment		15,490			13,993		13,402
Advertising		107,223			102,271		95,532
Research & development		175,167			207,557		195,255
Service fees		234,815			268,701		234,441
Vehicles maintenance		7,660			7,880		7,632
Industry association fee		11,096			12,578		13,877
Conference		19,876			22,797		23,475
Bad debt expenses (reversal)		(17,785	)		134,230		168,960
Others		81,103			65,822		84,650

	￦	2,651,902			3,004,478		3,094,810

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(b)	Selling expenses

Selling expenses for the years ended December 31, 2023, 2024 and 2025 were as follows:


(in millions of Won)	2023		2024		2025
Freight and custody	￦	55,531		34,554		31,038
Operating expenses for distribution center		4,534		1,995		618
Sales commissions		68,138		102,114		94,092
Sales advertising		4,083		4,304		1,632
Sales promotion		9,503		9,887		10,729
Sample		2,234		2,436		2,181
Sales insurance premium		31,622		32,139		34,606
Contract cost		46,140		35,124		52,808
Others		11,794		12,335		16,471

	￦	233,579		234,888		244,175

31.	Research and Development Expenditures Recognized as Expenses

Research and development expenditures recognized as expenses for the years ended December 31, 2023, 2024 and 2025 were as follows:


(in millions of Won)	2023		2024		2025
Administrative expenses	￦	175,167		207,557		195,255
Cost of sales		343,242		348,003		331,924

	￦	518,409		555,560		527,179

32.	Finance Income and Costs

Details of finance income and costs for the years ended December 31, 2023, 2024 and 2025 were as follows:


(in millions of Won)	2023		2024		2025
Finance income
Interest income	￦	502,147		576,782		533,307
Dividend income		50,146		76,947		38,056
Gain on foreign currency transactions		1,660,713		1,419,887		1,339,770
Gain on foreign currency translations		292,581		1,187,507		722,904
Gain on derivatives transactions		333,197		437,999		298,505
Gain on valuations of derivatives		201,133		898,586		149,211
Gain on disposals of financial assets at fair value through profit of loss		203,795		164,556		58,487
Gain on valuations of financial assets at fair value through profit or loss		572,154		201,059		74,295
Gain on valuations of financial liabilities at fair value through profit or loss		—		239,120		—
Others		14,880		9,152		7,602

	￦	3,830,746		5,211,595		3,222,137

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


(in millions of Won)	2023			2024			2025
Finance costs
Interest expenses	￦	(1,001,290	)		(1,051,511	)		(1,091,462	)
Loss on foreign currency transactions		(1,595,430	)		(1,448,214	)		(1,354,094)
Loss on foreign currency translations		(705,866	)		(1,900,405	)		(707,838	)
Loss on derivatives transactions		(320,374	)		(317,913	)		(435,463	)
Loss on valuations of derivatives		(77,459	)		(108,625	)		(69,366	)
Loss on disposals of trade accounts and notes receivable		(84,649	)		(82,615	)		(73,431	)
Loss on disposals of financial assets at fair value through profit or loss		(13,264	)		(27,857	)		(7,134	)
Loss on valuations of financial assets at fair value through profit or loss		(51,270	)		(80,515	)		(131,502	)
Loss on valuations of financial liabilities at fair value through profit or loss		(305,562	)		—			(1,310	)
Others		(47,832	)		(63,080	)		(38,682	)

	￦	(4,202,996	)		(5,080,735	)		(3,910,282	)

33. Other Operating Income and Expenses

Details of other operating income and expenses for the years ended December 31, 2023, 2024 and 2025 were as follows:


(in millions of Won)	2023			2024			2025
Other operating income
Recovery of allowance for other bad debt expenses	￦	7,641			18,080			18,513
Gain on disposals of assets held for sale		1,312			4,801			53,692
Gain on disposals of investment s in subsidiaries, associates and joint ventures(*1)		197,088			14,235			47,374
Gain on disposals of property, plant and equipment		9,387			26,533			15,792
Gain on valuation of firm commitment		11,499			46,918			42,010
Reversal of other provisions		8,578			15,834			8,132
Gain on insurance claim		13,117			157,552			19,596
Gain on bargain purchase(*1)		41,072			—			—
Gain on disposals of emission rights		25,998			2			8
Miscellaneous i ncome		77,946			90,485			94,231
Others		8,348			12,665			6,243

	￦	401,986			387,105			305,591

Other operating expenses
Other bad debt expenses	￦	(291,340	)		(68,979	)		(53,355	)
Loss on disposals of assets held for sale(*2)		(103,366	)		(33,943	)		(13,104	)
Loss on disposals of investments in subsidiaries, associates and joint ventures		(18,843	)		(73,428	)		(12,819	)
Loss on disposals of property, plant and equipment		(125,823	)		(85,149	)		(89,883	)

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


(in millions of Won)	2023			2024			2025
Impairment loss on property, plant and equipment		(275,846	)		(608,122	)		(135,653	)
Impairment loss on intangible assets		(129,907	)		(47,993	)		(51,640	)
Loss on valuation of firm commitment		(47,448	)		(40,383	)		(28,072	)
Idle tangible asset expenses		(3,703	)		(3,047	)		(5,517	)
Increase to provisions		(38,395	)		(84,689	)		(55,637	)
Donations		(67,393	)		(75,261	)		(90,443	)
Miscellaneous expenses		(92,870	)		(46,233	)		(81,560	)
Others		(749	)		(16,649	)		(8,891	)

	￦	(1,195,683	)		(1,183,876	)		(626,574	)

(*1)

During the year ended December 31, 2023, QSONE Co., Ltd., which had been previously classified as an investment in associates was reclassified as consolidated subsidiaries. As a result, the Company recognized

￦

184,556 million of gain on disposals of investment in associates and

￦

41,072 million of gain on bargain purchase.

(*2)

During the year ended December 31, 2023, the Company disposed of

CSP-Compania

Siderurgica do Pecem, which was classified as assets held for sale during the year ended December 31, 2022, and recognized

￦

103,366 million of loss on disposals of assets held for sale. The loss on disposal of assets held for sale recognized as profit or loss includes

￦

102,470 million, which was reclassified from accumulated other comprehensive loss arising from translating the financial statements of foreign operation.

34.	Expenses by Nature

Expenses that are recorded by nature as cost of sales, selling and administrative expenses, and other operating expenses in the consolidated statements of comprehensive income for the years ended December 31, 2023, 2024 and 2025 were as follows (excluding finance costs and income tax expense):


(in millions of Won)	2023		2024		2025
Raw material used, changes in inventories and others	￦	46,179,074		42,857,995		40,850,761
Employee benefits(*2)		4,660,771		5,075,621		5,231,514
Outsourced processing cost		10,377,087		10,333,545		8,464,877
Electricity and water expenses		1,099,970		1,200,587		1,275,012
Depreciation(*1)		3,325,088		3,530,770		3,693,288
Amortization		498,193		453,689		465,935
Freight and custody expenses		2,297,544		2,594,589		2,444,069
Sales commissions		68,138		102,114		94,092
Loss on disposal of property, plant and equipment		125,823		85,149		89,883
Impairment loss on property, plant and equipment		275,846		608,122		135,653
Impairment loss on intangible assets		129,907		47,993		51,640
Donations		67,393		75,261		90,443
Others		5,615,703		5,429,250		4,927,969

	￦	74,720,537		72,394,685		67,815,136

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(*1)	Includes depreciation of investment property.

(*2)	The details of employee benefits expenses for the years ended December 31, 2023, 2024 and 2025 were as follows:


(in millions of Won)	2023		2024		2025
Wages and salaries	￦	4,375,123		4,769,925		4,878,407
Expenses related to post-employment benefits		285,648		305,696		353,107

	￦	4,660,771		5,075,621		5,231,514

35.	Income Taxes

(a)	Income tax expense for the years ended December 31, 2023, 2024 and 2025 were as follows:


(in millions of Won)	2023			2024			2025
Current income taxes(*1)	￦	802,997			598,276			665,415
Deferred income tax due to temporary differences		3,631			(332,431	)		54,613
Items recognized directly in equity		(17,261	)		55,109			(107,893	)

Income tax expense	￦	789,367			320,954			612,135

(*1)	Refund (additional payment) of income taxes as a result of a final corporation tax return, tax audits and others credited (charged) directly to current income taxes.

(b)	The income taxes credited (charged) directly to equity for the years ended December 31, 2023, 2024 and 2025 were as follows:


(in millions of Won)	2023			2024			2025
Net changes in fair value of equity investments at fair value through other comprehensive income(*1)	￦	(71,600	)		41,999			(129,758	)
Remeasurements of defined benefit plans(*1)		34,406			27,261			15,475
Others		19,933			(14,151	)		6,390

	￦	(17,261	)		55,109			(107,893	)

(*1)	Those amounts were recognized in other comprehensive income.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(c)

The following table reconciles the calculated income tax expense based on POSCO’s statutory rate (26.4%, 26.4% and 26.75% for 2023

, 2024

and 202

) to the actual amount of taxes recorded by the Company for the years ended December 31, 2023

, 2024

and 202


(in millions of Won)	2023			2024			2025
Profit before income taxes	￦	2,635,426			1,326,230			1,139,158
Income tax expense computed at statutory rate		685,381			303,124			348,803
Adjustments:
Tax credits		(82,233	)		(22,122	)		(35,757	)
Additional income tax expense for prior years (Refund of taxes for prior years)		152,656			(77,482	)		(41,631	)
Investment in subsidiaries, associates and joint ventures		146,498			107,197			(1,691	)
Tax effects due to permanent differences		(3,011	)		(3,801	)		9,010
Carryforward of unused tax losses(*1)		(126,110	)		(19,545	)		(3,418	)
Effect of tax rate change		4,998			7,368			253,132
Others		11,188			26,215			83,687

		103,986			17,830			263,332

Income tax expense	￦	789,367			320,954			612,135

Effective tax rate (%)		29.95	%		24.20	%		53.74	%

(*1)	During the year ended December 31, 2023, POSCO HOLDINGS INC. recognized tax benefits of ￦ 122,922 million from utilizing tax losses carryforwards of a joint venture upon disposal of the joint venture.

(d)	The movements in deferred tax assets (liabilities) for the years ended December 31, 2024 and 2025 were as follows:


(in millions of Won)	2024									2025
	Beginning			Inc. (Dec.)			Ending			Beginning			Inc. (Dec.)			Ending
Deferred income tax due to temporary differences
Allowance for doubtful accounts	￦	156,608			30,864			187,472			187,472			88,053			275,525
PP&E and Intangible asset(*1)		239,702			47,225			286,927			286,927			(859,828	)		(572,901	)
Share of profit or loss of equity-accounted investees		290,919			(5,965	)		284,954			284,954			27,420			312,374
Allowance for inventories valuation		63,187			(28,338	)		34,849			34,849			(18,580	)		16,269
Prepaid expenses		13,553			1,389			14,942			14,942			(869	)		14,073
Gain or loss on foreign currency translation		143,239			74,341			217,580			217,580			(94,052	)		123,528
Defined benefit liabilities		(3,534	)		12,664			9,130			9,130			26,705			35,835
Provision for construction losses		11,669			668			12,337			12,337			15,340			27,677
Provision for construction warranty		45,723			(2,482	)		43,241			43,241			2,428			45,669
Accrued income		(21,271	)		6,712			(14,559	)		(14,559	)		(25,991	)		(40,550	)
Provision for accelerated depreciation(*1)		(2,660,730	)		33,443			(2,627,287	)		(1,091,668	)		646,835			(444,833	)
Spin-off(*1)		1,536,177			(558	)		1,535,619			—			—			—
Impairment loss on AFS		94,317			(29,506	)		64,811			64,811			7,576			72,387
Difference in acquisition costs of treasury shares		43,741			(9,513	)		34,228			34,228			(13,736	)		20,492
Others		159,102			(40,486	)		118,616			118,616			165,854			284,470

		112,402			90,458			202,860			202,860			(32,845	)		170,015

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


(in millions of Won)	2024							2025
	Beginning			Inc. (Dec.)		Ending		Beginning		Inc. (Dec.)			Ending
Deferred income taxes recognized directly to equity
Net changes in fair value of equity investments at fair value through other comprehensive income		(35,572	)		47,453		11,881		11,881		(129,758	)		(117,877	)
Others		47,288			13,110		60,398		60,398		21,866			82,264

		11,716			60,563		72,279		72,279		(107,892	)		(35,613	)

Deferred tax from tax credit
Tax credit carry-forward and others		253,559			130,817		384,376		384,376		148,700			533,076
Investments in subsidiaries, associates and joint ventures
Investments in subsidiaries, associates and joint ventures		217,686			50,594		268,280		268,280		(62,576	)		205,704

	￦	595,363			332,432		927,795		927,795		(54,613	)		873,182

(*1)

During the year ended December 31, 2025, following the application of the consolidated tax return system, the Company determined that it has a legally enforceable right and intends to offset deferred tax assets and liabilities, and they relate to the same tax authority. Accordingly, the related amounts have been presented on a net basis.

(e)	Deferred tax assets and liabilities as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024								2025
	Assets		Liabilities			Net			Assets		Liabilities			Net
Deferred income tax due to temporary differences
Allowance for doubtful accounts	￦	187,522		(50	)		187,472			275,547		(22	)		275,525
PP&E and Intangible asset		381,583		(94,656	)		286,927			569,256		(1,142,157	)		(572,901	)
Share of profit or loss of equity-accounted investees		297,596		(12,642	)		284,954			325,925		(13,551	)		312,374
Allowance for inventories valuation		34,849		—			34,849			16,269		—			16,269
Prepaid expenses		16,366		(1,424	)		14,942			14,313		(240	)		14,073
Gain or loss on foreign currency translation		222,220		(4,640	)		217,580			142,708		(19,180	)		123,528
Defined benefit liabilities		612,680		(603,550	)		9,130			614,728		(578,893	)		35,835
Provision for construction losses		12,337		—			12,337			27,677		—			27,677
Provision for construction warranty		43,241		—			43,241			45,669		—			45,669
Accrued income		—		(14,559	)		(14,559	)		—		(40,550	)		(40,550	)
Provision for accelerated depreciation		—		(2,627,287	)		(2,627,287	)		—		(444,833	)		(444,833	)
Spin-off		1,538,619		(3,000	)		1,535,619			—		—			—
Impairment loss on AFS		64,811		—			64,811			72,387		—			72,387
Difference in acquisition costs of treasury shares		34,228		—			34,228			20,492		—			20,492
Others		203,111		(84,495	)		118,616			382,584		(98,114	)		284,470

		3,649,163		(3,446,303	)		202,860			2,507,555		(2,337,540	)		170,015

Deferred income taxes recognized directly to equity
Net changes in fair value of equity investments at fair value through other comprehensive income		59,666		(47,785	)		11,881			48,881		(166,758	)		(117,877	)
Others		67,722		(7,324	)		60,398			87,824		(5,560	)		82,264

		127,388		(55,109	)		72,279			136,705		(172,318	)		(35,613	)

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


(in millions of Won)	2024							2025
	Assets		Liabilities			Net		Assets		Liabilities			Net
Deferred tax from tax credit
Tax credit carry-forward and others		384,376		—			384,376		533,076		—			533,076
Investments in subsidiaries, associates and joint ventures
Investments in subsidiaries, associates and joint ventures		544,482		(276,202	)		268,280		527,879		(322,175	)		205,704

	￦	4,705,409		(3,777,614	)		927,795		3,705,215		(2,832,033	)		873,182

(f)

As of December 31, 2025, deductible temporary differences of

￦

5,856,845 million and taxable temporary differences of

￦

11,718,879 million related to investments in subsidiaries and associates were not recognized as deferred tax assets or liabilities because it is not probable that they will reverse in the foreseeable future.

(g)	The Company recognized current tax payable or receivable at the amount expected to be paid or received that reflects uncertainty related to income taxes.

(h)	Application of the consolidated tax return system

From the year ended December 31, 2025, the controlling company applies the consolidated tax return system, under which the controlling company and its domestic subsidiaries are treated as a single tax unit for income tax purposes. As the consolidated parent entity, the controlling company is responsible for filing the tax return and paying the income tax on behalf of the consolidated group and subsequently collects the respective tax amounts from each domestic subsidiary.

Current income tax liabilities recognized for the year ended December 31, 2025 in relation to the consolidated tax return system are as follows:


(in millions of Won)	2025
Current income tax liabilities(*1)	￦	72,405

(*1)	Calculated and recognized based on the application of the consolidated tax return system for the year ended December 31, 2025.

(i)	Global minimum top-up tax

In 2023, Pillar Two legislation has been enacted in the Republic of Korea, where the controlling company is domiciled, which is effective for the fiscal years starting on or after January 1, 2024. Accordingly, the Company calculated the Pillar Two income tax expense for the year ended December 31, 2025 as it is subject to global minimum

top-up

tax under the application of the OECD’s Pillar Two Model Rules via domestic legislation. The Company reviewed subsidiaries qualifying as taxpayer, including the controlling company and, as a result, did not recognize any income tax expense for the year ended December 31, 2025 as the impact of the global minimum

top-up

tax on the consolidated financial statements as of December 31, 2025 would not be significant. Furthermore, the Company applies temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two Model Rules as prescribed in IAS No. 12

Income Taxes

. Accordingly, it did not recognize deferred tax assets and liabilities related to the global minimum

top-up

tax and does not disclose information related to deferred income tax.

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

36.	Earnings per Share

(a)	Basic earnings per share for the years ended December 31, 2023, 2024 and 2025 were as follows:


(in Won, except share information)	2023		2024		2025
Profit attributable to controlling interest	￦	1,698,202,436,726		1,125,379,754,922		690,685,596,779
Weighted-average number of common shares outstanding(*1)		75,869,542		75,767,552		75,620,779

Basic earnings per share	￦	22,383		14,853		9,134

(*1)	The weighted-average number of common shares used to calculate basic earnings per share are as follows:


(shares)	2023			2024			2025
Total number of common shares issued		84,571,230			83,761,569			81,350,016
Weighted-average number of treasury shares		(8,701,688	)		(7,994,017	)		(5,729,237	)

Weighted-average number of common shares outstanding		75,869,542			75,767,552			75,620,779

(b)

The Company has potentially issuable common shares due to its exchangeable bonds as of December 31, 2023, 2024 and 2025 and Share-based Payment Program as of December 31, 2023. The effect from the Share-based Payment Program was excluded from the calculation of diluted earnings per share for year ended December 31, 2023 due to anti-dilutive effect. Meanwhile, diluted earnings per share is equal to basic earnings per share for the years ended December 31, 2023 and 2025 due to anti-dilutive effect. Diluted earnings per share for the years ended December 31, 2023, 2024 and 2025 are calculated as follows:


(in Won, except share information)	2023		2024			2025
Profit attributable to controlling interest	￦	1,698,202,436,726		1,125,379,754,922			690,685,596,779
Gain from exchange rate on and revaluation of exchangeable bonds		—		(139,569,768,850	)		—

Diluted profit		1,698,202,436,726		985,809,986,072			690,685,596,779

Adjusted weighted-average number of common shares(*1)		75,869,542		77,990,432			75,620,779

Diluted earnings per share	￦	22,383		12,640			9,134

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(*1)	The adjusted weighted-average number of common shares outstanding to calculate diluted earnings per share are as follows:


(shares)	2023		2024		2025
Weighted-average number of common shares outstanding		75,869,542		75,767,552		75,620,779
Weighted-average number of potential common share		—		2,222,880		—

Adjusted weighted-average number of common shares		75,869,542		77,990,432		75,620,779

37.	Related Party Transactions

(a)	Related parties of the Company as of December 31, 2025 are as follows:


Type		Company
Investments in associates and joint ventures		[Domestic] POSCO MC MATERIALS, Samcheok Blue Power Co.,Ltd., SNNC and others.

		[Foreign] Roy Hill Holdings Pty Ltd, POSCO-NPS Niobium LLC, KOBRASCO, PT NICOLE METAL INDUSTRY, HBIS-POSCO Automotive Steel Co.,Ltd, South-East Asia Gas Pipeline Company Ltd., 9404-5515 Quebec Inc., KOREA LNG LTD., Nickel Mining Company SAS and others.

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(b)	Significant transactions between the Company and its related parties for the years ended December 31, 2023, 2024 and 2025 are as follows:

For the year ended December 31, 2023


(in millions of Won)	Sales and others				Purchase and others
	Sales		Dividends		Others		Purchase of material		Others
Associates and joint ventures(*1)
New Songdo International City Development, LLC	￦	208,536		—		1,484		—		279
SNNC		164,827		—		87		637,638		1,749
Noeul Green Energy Co., Ltd.		6,499		—		28		—		10,320
POS-SEAH STEEL WIRE(TIANJIN)CO.,Ltd		14,477		—		—		—		—
POS-SeAH Steel Wire(Nantong) Co., Ltd.		43,811		—		—		73		—
South-East Asia Gas Pipeline Company Ltd.		—		59,295		—		—		—
POSCO MC MATERIALS		113,542		9,000		—		6,861		1,564
Samcheok Blue Power Co., Ltd.		503,283		10,020		—		—		—
Pocheon-Hwado Highway Corp.		160,233		—		—		—		—
Roy Hill Holdings Pty Ltd		—		367,445		—		1,611,073		—
Others		474,846		212,578		14,970		590,717		102,067

	￦	1,690,054		658,338		16,569		2,846,362		115,979

(*1)	As of December 31, 2023, the Company provided guarantees to related parties.

For the year ended December 31, 2024


(in millions of Won)	Sales and others						Purchase and others
	Sales		Dividends		Others		Purchase of material		Others
Associates and joint ventures(*1)
New Songdo International City Development, LLC	￦	216,657		—		1,427		—		145
SNNC		121,658		—		8		377,168		3,620
POSCO-SAMSUNG-SLOVAKIA PROCESSING CENTER		43,098		—		—		781		—
Gyeonggi Green Energy Co., Ltd.		31,036		—		—		—		6,675
POS-SEAH STEEL WIRE(TIANJIN)CO.,Ltd		13,733		—		—		—		—
POS SeAH Steel Wire(Nantong) Co., Ltd.		52,993		—		—		243		—
South-East Asia Gas Pipeline Company Ltd.		—		64,208		—		—		—
POSCO MC MATERIALS		137,209		1,800		—		8,107		526
Samcheok Blue Power Co., Ltd.		377,636		10,993		946		—		—
Pocheon-Hwado Highway Corp.		59,691		—		—		—		65
HBIS-POSCO Automotive Steel Co., Ltd		41,369		—		—		37,241		—
Roy Hill Holdings Pty Ltd		—		284,541		260		1,729,832		—
Others		421,095		149,647		4,434		520,477		255,084

	￦	1,516,175		511,189		7,075		2,673,849		266,115

(*1)	As of December 31, 2024, the Company provided guarantees to related parties.

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

For the year ended December 31, 2025


(in millions of Won)	Sales and others(*1)						Purchase and others
	Sales		Dividends		Others		Purchase of material		Others
Associates and joint ventures
New Songdo International City Development, LLC	￦	52,814		—		48,449		—		54
SNNC		101,468		—		8		484,571		4,163
POSCO-SAMSUNG-SLOVAKIA PROCESSING CENTER		44,882		—		—		5		—
Gyeonggi Green Energy Co., Ltd.		7,103		—		—		—		3,438
POS-SEAH STEEL WIRE(TIANJIN)CO.,Ltd		13,185		—		—		—		—
POS SeAH Steel Wire(Nantong) Co., Ltd.		51,513		—		—		357		—
South-East Asia Gas Pipeline Company Ltd.		—		37,273		—		—		—
POSCO MC MATERIALS		132,097		3,000		—		6,913		820
Samcheok Blue Power Co., Ltd.		246,619		2,795		352		20		4
POSCO(Guangdong) Automotive Steel Co., Ltd		195,811		—		—		266,549		—
HBIS-POSCO Automotive Steel Co., Ltd		24,870		—		—		66,886		1,391
Roy Hill Holdings Pty Ltd		—		213,794		—		1,544,120		—
Others		224,899		119,247		2,051		447,364		42,945

	￦	1,095,261		376,109		50,860		2,816,785		52,815

(*1)	As of December 31, 2025, the Company provided guarantees to related parties (see Note 38).

(c)	The balances of receivables and payables arising from significant transactions between the Company and its related parties as of December 31, 2024 and 2025 are as follows:

December 31, 2024


(in millions of Won)	Receivables(*1)								Payables
	Trade accounts and notes receivable		Loan		Others		Total		Trade accounts and notes payable		Others		Total
Associates and joint ventures
New Songdo International City Development, LLC	￦	96,730		—		1,657		98,387		—		30,087		30,087
Gyeonggi Green Energy Co., Ltd.		5,846		—		10,706		16,552		—		567		567
POSCO(Guangdong) Automotive Steel Co., Ltd		46,547		6,162		—		52,709		48,866		—		48,866
AMCI (WA) PTY LTD		—		142,767		—		142,767		—		—		—
HBIS-POSCO Automotive Steel Co.,Ltd		13,924		—		—		13,924		5,483		1,922		7,405
POS-SEAHSTEELWIRE(TIANJIN)CO.,Ltd		5,970		—		—		5,970		—		—		—
Samcheok Blue Power Co., Ltd.		189,173		—		148		189,321		—		77,187		77,187
Nickel Mining Company SAS		—		68,793		122		68,915		—		358		358
POS-SeAH Steel Wire(Nantong) Co., Ltd.		19,628		—		—		19,628		—		—		—
POSCO MC MATERIALS		14,544		—		168		14,712		1,314		357		1,671
Pocheon-Hwado Highway Corp.		10,985		—		—		10,985		—		—		—
UITrans LRT Co., Ltd.		13,592		51,051		9,187		73,830		—		—		—
Roy Hill Holdings Pty Ltd		25,023		—		8,836		33,859		356,234		25		356,259
SNNC		12,861		—		70		12,931		10,322		1,298		11,620
FQM Australia Holdings Pty Ltd		—		292,764		—		292,764		—		—		—
Others		27,728		19,730		138,239		185,697		10,168		10,129		20,297

	￦	482,551		581,267		169,133		1,232,951		432,387		121,930		554,317

(*1)	As of December 31, 2024, the Company recognized an allowance for doubtful account for receivables above amounting to ￦ 506,673 million.

F-11

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

December 31, 2025


(in millions of Won)	Receivables(*1)								Payables
	Trade accounts and notes receivable		Loan		Others		Total		Trade accounts and notes payable		Others		Total
Associates and joint ventures
New Songdo International City Development, LLC	￦	25,497		—		10,100		35,597		—		4		4
Gyeonggi Green Energy Co., Ltd.		—		—		14,832		14,832		—		—		—
POSCO(Guangdong) Automotive Steel Co., Ltd		32,218		6,212		—		38,430		37,313		—		37,313
AMCI (WA) PTY LTD		—		136,580		—		136,580		—		—		—
HBIS-POSCO Automotive Steel Co.,Ltd		3,701		—		—		3,701		15,584		207		15,791
POS-SEAHSTEELWIRE(TIANJIN)CO.,Ltd		4,965		—		—		4,965		—		—		—
Samcheok Blue Power Co., Ltd.		273,880		—		193		274,073		—		381		381
Nickel Mining Company SAS		—		75,857		707		76,564		—		358		358
POS-SeAH Steel Wire(Nantong) Co., Ltd.		13,334		—		—		13,334		150		—		150
POSCO MC MATERIALS		10,838		—		358		11,196		894		506		1,400
Pocheon-Hwado Highway Corp.		5,491		—		—		5,491		—		2		2
UITrans LRT Co., Ltd.		—		39,333		4,214		43,547		—		—		—
Roy Hill Holdings Pty Ltd		39,761		—		9,610		49,371		426,829		—		426,829
SNNC		10,694		—		28,433		39,127		5,439		447		5,886
FQM Australia Holdings Pty Ltd		—		292,591		—		292,591		—		—		—
Others		27,327		21,995		138,447		187,769		49,756		71,663		121,419

	￦	447,706		572,568		206,894		1,227,168		535,965		73,568		609,533

(*1)	As of December 31, 2025, the Company recognized an allowance for doubtful account for receivables above amounting to ￦ 531,031 million.

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(d)	Significant financial transactions between the Company and its related parties for the years ended December 31, 2023, 2024 and 2025 are as follows:

For the year ended December 31, 2023


(in millions of Won)	Beginning		Lend		Collect			Others(*1)		Ending
Associates and joint ventures
UITrans LRT Co., Ltd.	￦	36,510		9,825		—			—		46,335
PT. Tanggamus Electric Power		5,014		—		(270	)		82		4,826
PT. Wampu Electric Power		3,988		—		(4,063	)		75		—
Nickel Mining Company SAS		63,024		—		(2,322	)		3,495		64,197
KRAKATAU POS-CHEM DONG-SUH CHEMICAL		3,802		—		(1,323	)		100		2,579
POS-SeAH Steel Wire (Thailand) Co., Ltd.		7,604		—		(7,828	)		224		—
AMCI (WA) PTY LTD		104,281		6,620		—			1,276		112,177
POS-AUSTEM WUHAN AUTOMOTIVE CO.,LTD		10,138		—		(5,321	)		341		5,158
Hyo-chun Co., Ltd.		2,382		—		—			—		2,382
POS-AUSTEM Suzhou Automotive Co., Ltd		12,673		—		(13,219	)		546		—
FQM Australia Holdings Pty Ltd		247,868		2,637		—			6,433		256,938
POHANG E&E Co. , LTD		100		1,546		—			—		1,646
POSCO(Guangdong) Automotive Steel Co., Ltd.		35,131		225,182		(246,259	)		278		14,332

	￦	532,515		245,810		(280,605	)		12,850		510,570

(*1)	Includes adjustments of foreign currency translation differences and others.

For the year ended December 31, 2024


(in millions of Won)	Beginning		Lend		Collect			Others(*1)			Ending
Associates and joint ventures
UITrans LRT Co., Ltd.	￦	46,335		4,718		—			(2	)		51,051
PT. Tanggamus Electric Power		4,826		—		(1,288	)		316			3,854
Nickel Mining Company SAS		64,197		—		—			4,596			68,793
KRAKATAU POS-CHEM DONG-SUH CHEMICAL		2,579		—		(1,379	)		270			1,470
Hyo-chun Co., Ltd.		2,382		—		—			—			2,382
AMCI (WA) PTY LTD		112,177		6,499		—			24,091			142,767
POS-AUSTEM WUHAN AUTOMOTIVE CO.,LTD		5,158		—		—			478			5,636
FQM Australia Holdings Pty Ltd		256,938		3,126		—			32,700			292,764
POHANG E&E Co. , LTD		1,646		1,582		—			—			3,228
POSCO(Guangdong) Automotive Steel Co., Ltd.		14,332		59,402		(68,294	)		722			6,162
Gale International Korea, LLC		—		100		—			—			100
P&O Chemical Co., Ltd.		—		3,060		—			—			3,060

	￦	510,570		78,487		(70,961	)		63,171			581,267

(*1)	Includes adjustments of foreign currency translation differences and others.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

For the year ended December 31, 2025



(in millions of Won)	Beginning		Lend		Collect			Others(*1)			Ending
Associates and joint ventures
UITrans LRT Co., Ltd.	￦	51,051		—		(11,718	)		—			39,333
PT. Tanggamus Electric Power		3,854		—		(3,089	)		1,823			2,588
Nickel Mining Company SAS		68,793		—		—			7,064			75,857
KRAKATAU POS-CHEM DONG-SUH CHEMICAL		1,470		—		(1,435	)		(35	)		—
Hyo-chun Co., Ltd.		2,382		—		—			—			2,382
AMCI (WA) PTY LTD		142,767		73		(13,657	)		7,397			136,580
POS-AUSTEM WUHAN AUTOMOTIVE CO.,LTD		5,636		—		(5,733	)		97			—
FQM Australia Holdings Pty Ltd		292,764		—		—			(173	)		292,591
POHANG E&E Co. , LTD		3,228		1,444		—			—			4,672
POSCO(Guangdong) Automotive Steel Co., Ltd.		6,162		64,858		(64,914	)		106			6,212
Gale International Korea, LLC		100		344		—			—			444
P&O Chemical Co., Ltd.		3,060		—		—			(3,060	)		—
CAML		—		5,766		—			—			5,766
POS-AUSTEM Suzhou Automotive		—		6,143		—			—			6,143

	￦	581,267		78,628		(100,546	)		13,219			572,568

(*1)	Includes adjustments of foreign currency translation differences and others.

(e)	For the years ended December 31, 2024 and 2025, there were additional investments in associates and joint ventures and others amounting to ￦ 301,816 million and ￦ 213,279 million, respectively.

(f)	For the years ended December 31, 2023, 2024 and 2025, details of compensation to the Company’s key management officers are as follows:


(in millions of Won)	2023		2024		2025
Short-term benefits	￦	199,608		190,253		163,545
Long-term benefits		9,641		9,858		3,056
Retirement benefits		38,934		29,261		24,829

	￦	248,183		229,372		191,430

Key management officers include directors (including

non-standing

directors), executive officers and fellow officers who have significant influences and responsibilities in the Company’s business and operations.

38.	Commitments and Contingencies

(a)	Contingent liabilities

Contingent liabilities can change due to unforeseen circumstances; therefore, management continuously reviews whether the likelihood of an outflow of resources embodying economic

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

benefits has increased. Except in extremely rare circumstances where it cannot be reliably estimated, if the likelihood of an outflow of future economic benefits has increased, even if it had been treated as a contingent liability in the past, such changes in likelihood are recognized as a provision in the consolidated financial statements for the period in which the change occurred.

Management makes estimates and assumptions that affect disclosures of commitments and contingencies. All estimates and assumptions are based on the evaluation of current circumstances and appraisals with the supports of internal and/or external specialists.

Management regularly analyzes the most current information on contingent events and provides information regarding provisions related to contingent losses, including potential estimated legal costs. Such assessments are based on the consultations with internal and external legal counsel. In making the decision on the recognition of a provision, management considers the likelihood of an outflow of resources embodying economic benefits to settle the obligation and the possibility of making a reliable estimate of the amount.

(b)	Details of guarantees

1) Contingent liabilities on outstanding guarantees provided by the Company as of December 31, 2025 are as follows:


(in millions of Won)			Guarantee limit				Guarantee amount
Guarantor	Guarantee beneficiary	Financial institution	Foreign currency		Won equivalent		Foreign currency		Won equivalent
[The Company]
POSCO HOLDINGS INC.	POSCO Asia Co., Ltd.	ING BANK and others	USD	200,000,000		286,981		32,000,000		45,917
	POSCO Argentina S.A.U	HSBC and others	USD	1,079,900,000		1,549,547		1,017,467,072		1,459,962
POSCO	POSCO ASSAN TST STEEL INDUSTRY Inc	Citibank and others	USD	122,850,000		176,277		122,850,000		176,277
POSCO INTERNATIONAL Corporation	PT. Bio Inti Agrindo	Hana Bank Indonesia and others	IDR	631,200,000,000		54,031		631,200,000,000		54,031
	POSCO ASSAN TST STEEL INDUSTRY Inc	Woori Bank Hong Kong and others	USD	13,650,000		19,586		13,650,000		19,586
	POSCO INTERNATIONAL Deutschland GmbH	Bank Mendes Gans Amsterdam	USD	50,000,000		71,745		—		—
	POSCO INTERNATIONAL JAPAN Corp.							15,987,721		22,941
	POSCO INTERNATIONAL AMERICA Corp.							—		—
	POSCO INTERNATIONAL SINGAPORE Pte. Ltd.							—		—
	POSCO INTERNATIONAL Malaysia SDN BHD							—		—
	POSCO INTERNATIONAL ITALIA S.R.L.							—		—
	POSCO INTERNATIONAL MEXICO S.A. de C.V.							—		—
	POSCO INTERNATIONAL AUSTRALIA HOLDINGS PTY LTD							—		—

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


(in millions of Won)			Guarantee limit				Guarantee amount
Guarantor	Guarantee beneficiary	Financial institution	Foreign currency		Won equivalent		Foreign currency		Won equivalent
	POSCO INTERNATIONAL MEXICO E-MOBILITY S.A DE C.V.							—		—
	INTERNATIONAL POLAND E-MOBILITY SP. Z O.O.							—		—
	PT. KRAKATAU POSCO ENERGY	POSCO Asia Co., Ltd. and others	USD	102,903,407		147,656		29,400,000		42,186
	POSCO INTERNATIONAL MEXICO E-MOBILITY S.A DE C.V.	Export-Import Bank of Korea and others	USD	52,054,800		74,693		51,379,000		73,724
	POSCO INTERNATIONAL POLAND E-MOBILITY SP. Z O.O.	BNP Paribas Polska S.A.	EUR	23,678,000		39,914		23,678,000		39,914
	PT POSCO INTERNATIONAL ENP INDONESIA	PT Bank Negara Indonesia	USD	750,000		1,076		750,000		1,076
	AGPA PTE. LTD.	SMBC Singapore	USD	20,880,000		29,961		20,880,000		29,961
	POSCO INTERNATIONAL ALASKA ENERGY LLC	Glenfarne Alaska Partners, LLC	USD	45,000,000		64,571		45,000,000		64,571
POSCO STEELEON CO.,LTD.	Myanmar POSCO C&C Company, Limited.	POSCO Asia Co., Ltd.	CNY	121,678,106		24,915		101,398,422		20,762
POSCO FUTURE M CO., LTD.	ULTIUM CAM LIMITED PARTNERSHIP	Investissement Quebec, Strategic Innovation Fund	CAD	299,562,500		313,858		232,265,400		243,349
		Shinhan Bank	USD	100,000,000		143,490		100,000,000		143,490
[Associates and joint ventures]
POSCO HOLDINGS INC.	Nickel Mining Company SAS	ING Bank	EUR	46,000,000		77,543		46,000,000		77,543
	PT.Nicole Metal Industry	OCBC Bank and others	USD	40,180,000		57,654		17,090,526		24,523
POSCO	POSUK Titanium	Shinhan Bank	USD	12,750,000		18,295		12,750,000		18,295
POSCO INTERNATIONAL Corporation	GLOBAL KOMSCO Daewoo LLC	Hana Bank Bahrain	USD	6,650,000		9,542		4,200,000		6,027
POSCO Eco & Challenge Co., Ltd.	Chun-cheon Energy Co., Ltd	Kookmin Bank and others	KRW	149,200		149,200		117,980		117,980
[Others]
POSCO Eco & Challenge Co., Ltd.	Subcontractors for maintenance projects, etc.	Kookmin Bank and others	KRW	380,652		380,652		65,338		65,338
POSCO AUSTRALIA PTY LTD	Department of Trade and Investment (NSW Government) and others	Woori Bank and others	AUD	18,744,862		18,014		18,744,862		18,014
PT. Bio lnti Agrindo	KSU Mandob Sejatera	Bank Muamalat	IDR	80,000,000,000		6,848		5,866,666,666		502
POSCO COATED STEEL (THAILAND) CO., LTD.	AMATA NATURAL GAS DISTRIBUTION COMPANY LIMITED and others	SC Bank	THB	54,614,000		2,492		54,614,000		2,492
	BUREAU OF INDIAN STANDARDS (BIS)	SC Bank	USD	10,000		14		10,000		14
POSCO Maharashtra Steel Private Limited	Gail India and others	Deutsche Bank and others	INR	1,049,571,593		16,772		1,049,571,593		16,772
PT. Prime Agri Resources	Koperasi Bakomo Diri Maju (KBDM) and others	Koperasi Simpan Pinjam Sahabat Mitra Sejati and others	IDR	339,798,202,782		29,087		339,798,202,782		29,087

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

2)	The details of credit enhancements by types of the Company’s PF business as of December 31, 2025 are as follows:

①	Maintenance projects and others

Details of PF credit enhancements including debt assumption and supplemental funding agreement and maturity of the related loans as follows:


(in millions of Won)													Balance of the loans
Provider	Projects(*1)		Borrower		Type		Credit enhancement measures		Agreed amount		Executed amount		Total		Within 3 months		3~6 months		6 months ~1 year		1 year ~2 years		2 years ~3 years		After 3 years
[The Company]
POSCO Eco & Challenge Co., Ltd.		Other projects		JB CLARK HILLS CORP		Main PF		Debt assumption	￦	45,630		38,025		38,025		—		—		38,025		—		—		—
[Associates and joint ventures]
POSCO Eco & Challenge Co., Ltd.		Other projects		New Songdo International City Development, LLC		Mortgage loan		Debt assumption		494,000		321,300		321,300		—		74,500		—		246,800		—		—
[Others]
POSCO Eco & Challenge Co., Ltd.		Maintenance projects		Bangbae Shindonga Apartment Reconstruction and Maintenance Project Association, etc.		Main PF		Debt assumption		1,359,516		592,214		592,214		—		63,400		48,174		94,447		95,075		291,118
		Other projects		Civic Center PFV		Main PF		Debt assumption		45,000		45,000		45,000		—		—		—		—		—		45,000
		Other projects		LandmarkSewoon		Main PF		Debt assumption		50,000		50,000		50,000		—		—		—		—		—		50,000
		Other projects		DAON INP Co., Ltd.		Main PF		Joint guarantee		78,000		60,000		60,000		—		—		—		—		60,000		—
		Other projects		Jeonju Eco-city		Main PF		Debt assumption		53,300		22,600		22,600		—		—		22,600		—		—		—
		Other projects		Alpha City H&G., Ltd.		Main PF		Debt assumption		60,000		60,000		60,000		—		—		—		—		60,000		—
		Other projects		Island One		Main PF		Debt assumption		50,000		50,000		50,000		—		—		—		—		50,000		—
		Other projects		Hankook Asset Development Co., Ltd.		Main PF		Debt assumption		48,000		40,000		40,000		—		—		—		40,000		—		—
		Other projects		Daegu MBC Site Mixed-use Development PFV		Main PF		Debt assumption		80,000		80,000		80,000		—		—		—		—		80,000		—
POSCO DX Co., Ltd.		Other projects		Jeonnong school keeper co. and others(*2)		Main PF		Supplemental funding agreement and others		123,309		36,691		36,691		—		—		—		—		1,367		35,324

										1,947,125		1,036,505		1,036,505		—		63,400		70,774		134,447		346,442		421,442

									￦	2,486,755		1,395,830		1,395,830		—		137,900		108,799		381,247		346,442		421,442

(*1)	The maintenance project mainly consists of reconstruction and condominium construction projects, and other projects consist of office buildings, retail shops, warehouses, and educational facilities.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(*2)

The obligation to supplement funding has been included in the Company’s proportionate interests. The execution amount of the supplement funding obligation may vary depending on the fulfillment of such obligations by other construction investors or operational investors. (Including other interests: guarantee limit of

￦

1,122,320 million, outstanding loan balance of

￦

337,508 million)

b.	The details of conditional debt assumption and principal repayment contracts in the event of construction default as of December 31, 2025 are as follows:


(in millions of Won)
		Contract amount		Contingency amount(1)(2)		Balance of loans
Maintenance projects	Total amount	￦	8,665,234		3,388,729		1,705,326
	Amount attributable to the Compan y		6,737,433		2,607,511		1,212,673
Other projects	Total amount		2,197,729		5,350,000		1,392,900
	Amount attributable to the Compan y		2,197,729		5,350,000		1,392,900

	Total amount		10,862,963		8,738,729		3,098,226
	Amount attributable to the Compan y	￦	8,935,162		7,957,511		2,605,573

(*1)	The overlapping amount with other credit enhancements such as the debt assumption agreement at the time of loan origination amounted to ￦ 28,305 million for maintenance projects.

(*2)	In the case of joint subcontracting projects, the total joint guarantee amount of the project participants is disclosed. The final execution amount of completion may vary depending on reasons attributable to project participants upon actual completion.

c.	The details of contingencies of claim for damages in the event of construction default as of December 31, 2025 are as follows:


(in millions of Won)		Contract amount		Contingency amount(1)(2)		Balance of loans
Other project s	Total amount	￦	11,500,272		12,756,200		8,391,513
	Amount attributable to the Company		10,871,875		12,366,854		8,068,064

(*1)	The overlapping amount with other credit enhancements such as the debt assumption agreement at the time of loan origination amounted to ￦ 385,000 million for maintenance projects.

(*2)	In the case of joint subcontracting projects, the total joint guarantee amount of the project participants is disclosed. The final execution amount of completion may vary depending on reasons attributable to project participants upon actual completion.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

②	SOC projects


(in millions of Won)
Provider	Recipient	Credit enhancement measures	Approved amount		Remaining balance after repayment
[Associates and joint ventures]
POSCO DX Co., Ltd .	Pocheon-Hwado Highway Corp.(*1)	Providing funds	￦	24,923		22,234
POSCO Eco & Challenge Co., Ltd.	Pocheon-Hwado Highway Corp.(*1)	Providing funds		319,515		285,039
	POHANG E&E Co., LTD(*2)	Providing funds and supplemental funding agreement		71,930		39,266
	Pureun Tongyeong Enviro Co., Ltd.(*2)	Providing funds		25,630		9,804
	Pure Gimpo.Co.,Ltd(*2)	Providing funds		51,565		21,181
	Clean Iksan Co.,Ltd(*2)	Providing funds		44,054		20,137

				537,617		397,661

[Others]
POSCO DX Co., Ltd.	Western Inland highway CO.,LTD.	Providing funds		47,348		32,668
	Busan Sanseong Tunnel	Refinancing		7,621		7,621
POSCO Eco & Challenge Co., Ltd(*3)	Western Seoul highway CO.,LTD. and others	Supplemental funding agreement		63,683		28,201
	Western Inland highway CO.,LTD. and others	Providing funds		2,778,848		1,562,721
	Pohang Youngil Bay New Port	Debt assumption		2,250		1,440
	Busan Sanseong Tunnel	Refinancing		35,296		26,750

				2,935,046		1,659,401

			￦	3,472,663		2,057,062

(*1)	The Company provides a funding commitment of ￦ 307,273 million (including other shares: ￦ 555,848 million) equivalent to the Company’s shares of the loan balance for the private investment project.

(*2)	The Company provides a funding commitment of ￦ 90,387 million (including other shares: ￦ 163,819 million) equivalent to the Company’s shares of the loan balance for the private investment project.

(*3)	The Company provides a funding commitment of ￦ 1,619,113 million (including other shares: ￦ 7,702,054 million) equivalent to the Company’s shares of the loan balance for the private investment project.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

Other guarantees

①	As of December 31, 2025, the payment guarantees that the Company provides to clients, such as contract performance guarantees, installment guarantees, and defect guarantees, by subscribing to insurance policies with guarantee insurance companies or issuing guarantee certificates are as follows:

(in millions of Won)

Provider of credit
enhancement

Recipient of credit
enhancement

Types of guarantees

Agreed amount

Executed amount

Guarantor

[Subsidiaries]

POSCO Eco & Challenge Co., Ltd.

Ventanas Philippines
Construction Inc

Guarantee on performance
for contracts and others

￦

11,202

Korea Trade Insurance
Corporation and others

POSCO GYR Tech

POSCO and others

Defect liability warranty

101

CI Guarantee

11,303

[Associates]

POSCO Eco & Challenge Co., Ltd.

PT.Tanggamus Electric Power

Letter of credit

2,877

Hana Bank

PT. Wampu Electric Power

Letter of credit

2,583

Hana Bank

5,460

[Others]

POSCO Eco & Challenge Co., Ltd.

DAEWOO ENGINEERING & CONSTRUCTION Co., Ltd and others

Guarantee on performance for construction and others

8,803,087

8,793,877

Construction Guarantee Cooperative and others

POSCO WIDE Co., Ltd

Human

Eco-Land

Co., Ltd.

Guarantee on performance
for contracts

3,050

Seoul Guarantee Insurance

POSCO GYR Tech

KEPCO KPS and others

Defect liability warranty

1,095

CI Guarantee

8,807,232

8,798,022

￦

8,823,995

8,814,785

②	As of December 31, 2025, the primary payment guarantees and other guarantees that the Company is provided from the guarantee institution are as follows:


(in millions of Won)
Provider	Types of guarantees	Agreed amount		Executed amount
Construction Guarantee Cooperative	Subcontractor Payment Guarantee and others	￦	5,255,953		5,255,953
Engineering guarantee insurance	Guarantee on performance for EPC contracts and others		913,756		700,662
Seoul Guarantee Insurance	Construction performance guarantee and others		517,441		517,441
Korea Housing & Urban Guarantee Corporation	Housing Guarantee and others		5,711,921		5,038,742
Woori Bank and others	Foreign currency guarantee		1,953,945		897,193
Korea software financial cooperative	Guarantee on performance for contracts		120,173		114,611
Seoul Guarantee Insurance	Guarantee on performance and others		80,249		80,249
Construction Guarantee Cooperative	Guarantee on performance for contracts		24,482		195
CI Guarantee	Defect liability warranty		1,196		1,196

		￦	14,579,116		12,606,242

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(c)	Major commitments

Details of major commitments of the Company as of December 31, 2025 are as follows:


Company		Description
POSCO HOLDINGS INC.		As of December 31, 2025, POSCO HOLDINGS INC. entered into a commitment with KOREA ENERGY AGENCY for long-term foreign currency borrowings, which are limited up to the amount of USD 1.05 million. The borrowing is related to the exploration of gas hydrates in Western Fergana-Chinabad. The repayment of the borrowings depends on the success of the projects. POSCO HOLDINGS INC. is not liable for the repayment of full or part of the amount borrowed if the respective projects fail. POSCO HOLDINGS INC. has agreed to pay a certain portion of its profits under certain conditions, as defined by the borrowing agreements.As of December 31, 2025, the ending balance of the borrowing amounts to USD 1.02 million. POSCO HOLDINGS INC. has deposited 86,611 treasury shares for exchange with the Korea Securities Depository in relation to foreign currency exchangeable bonds as of December 31, 2025.

POSCO		POSCO entered into long-term contracts to purchase iron ore, coal, nickel and others. The long-term purchase contract period is more than two years for iron ore, three years for coal, and one year for nickel. These contracts provide for periodic price adjustments based on the market price. As of December 31, 2025, 48 million tons of iron ore and 18 million tons of coal remained to be purchased under such long-term contracts. POSCO entered into an agreement with Tangguh Liquefied Natural Gas (LNG) Consortium in Indonesia to purchase of LNG . The purchase contract period and volume are 550,000 tons per year for 20 years from August 2005, and 120,000 tons from September 2025 to December 2026. The purchase price is subject to change, based on changes of the monthly standard oil price (JCC) and with a price ceiling. POSCO has a long-term service contract for the transportation of raw material. As of December 31, 2025, there are 32 vessels under contract, and the average remaining contract period is about 6 years. POSCO entered into an agreement (LNG SPA) with POSCO INTERNATIONAL SINGAPORE PTE LTD. to purchase 370 thousand tons of LNG annually for 15 years commencing in November 2026.The purchase price is subject to change based on changes of U.S. Henry Hub Natural Gas Spot Price. POSCO has extension option of extending the purchase contract by five years. POSCO has entered into a LNG terminal usage agreement with POSCO INTERNATIONAL Corporation to consume directly imported LNG for processing and power generation at the Pohang and Gwangyang steelworks after unloading, storing, vaporizing, and transmitting it through the Gwangyang LNG terminal. This agreement grants the Company the exclusive and sole right to use 200,000 of LNG storage capacity in the new LNG storage tank and to use the terminal facilities, including other ancillary equipment. The contract period is from September 1, 2025, to August 31, 2041.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025


Company		Description
		Regarding the shares of FEWM CO., LTD., POSCO holds a put option, exercisable from July 1, 2026, to June 30, 2027. This gives the Company the right to claim the sale of its shares in the entity at a pre-negotiated exercise price, to the extent that the Company’s stake reaches 59% of the total issued shares of the entity at that time.

POSCO INTERNATIONAL Corporation		The Company invested in the Ambatovy Nickel Project (DMSA/AMSA) in Madagascar through the Korea Ambatovy Consortium (KAC) formed with Korea Mine Rehabilitation and Mineral Resources Corporation (KOMIR) and STX Corporation. SHERRITT INTERNATIONAL CORP., the operator, transferred a portion of the project’s interests to Sumitomo and AHL (Ambatovy Holdings Limited) in November 2017, and transferred the remaining interests of the project to Sumitomo and AHL2 (Ambatovy Holdings II Limited) in August 2020. KAC has the rights and obligations to the 15.33% stake held by AHL and AHL2.

		As of December 31, 2025, according to the investor agreement for the construction of Samcheok Thermal Power Plant, POSCO INTERNATIONAL Corporation is obligated to make contributions for core capital, unqualified investment, excess expenses occurred for business, and acceleration of payment.

POSCO FUTURE M CO., LTD		In accordance with the GP Shareholders Agreement with GM Battery Raw Materials Corporation (“GM”), the Company has an obligation to make additional capital contributions to ULTIUM CAM LIMITED PARTNERSHIP. As of December 31, 2025, the remaining amount of USD 484,364 thousand is scheduled to be contributed additionally by 2026 through capital call.

(d)	Commitment for asset acquisition

The commitment amount for the acquisition of major assets that has not yet occurred as of December 31, 2024 and 2025 are as follows:


(In millions of Won)	2024		2025
Property, plant and equipment	￦	5,853,808		5,573,047
Intangible assets		27,859		42,124
Investments in associates and joint ventures		92,958		167,683

	￦	5,974,625		5,782,854

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(e)	Litigation in progress

As of December 31, 2025, litigations in progress that POSCO HOLDINGS INC. and certain subsidiaries are defendants in legal actions arising from the normal course of business are as follows:


(in millions of Won, in thousands of foreign currencies)
Company	Legal actions		Claim amount			Won equivalent		Description
POSCO HOLDINGS INC.		3		KRW	669		669	Lawsuit on claim for damages and others
POSCO		181		KRW	542,579		542,579	Lawsuit on claim for employee right and others
POSCO INTERNATIONAL Corporation		1		KRW	—		—	Lawsuit on claim for damages and others
		2		INR	4,469,396		71,421	Lawsuit on claim for payment on guarantees and others
		5		USD	72,662		104,263	Lawsuit on claim for damages and others
		1		PKR	124,775		639	Lawsuit on claim for damages
		1		ARS	1,800		2	Lawsuit on claim for damages
POSCO Eco & Challenge Co., Ltd.		136		KRW	503,451		503,451	Lawsuit on claim for damages and others
POSCO STEELEON Co.,Ltd.		1		KRW	271		271	Lawsuit on claim for damages
POSCO DX Co., Ltd .		1		BRL	21,845		5,722	Lawsuit on claim for damages
		8		KRW	3,401		3,401	Lawsuit on claim for damages and others
POSCO FUTURE M CO., LTD.		1		KRW	600		600	Lawsuit on claim for damages and others
POSCO A&C		7		KRW	2,485		2,485	Lawsuit on claim for damages and others
POSCO WIDE Co., Ltd.		3		KRW	322		322	Lawsuit on claim for damages and others
POSCO Mobility Solution Corporation		2		KRW	615		615	Lawsuit on claim for damages and others
POSCO-China Holding Corp.		1		USD	2,580		3,702	Lawsuit on claim for damages and others
POSCO Engineering and Construction India Private Limited		2		INR	493,968		7,894	Lawsuit on claim for payment and others
PT. POSCO E&C INDONESIA		1		IDR	13,561,952		1,161	Lawsuit on claim for payment and others
POSCO INDIA PROCESSING CENTER PRIVATE LIMITED		1		INR	54,420		870	Lawsuit on claim for damages
PT. KRAKATAU POSCO		2		IDR	11,108,052		951	Lawsuit over contract dispute and others
POSCO ZT AIR SOLUTION		1		KRW	25		25	Lawsuit on claim for damages
Pos-Sea Pte Ltd		1		USD	3,200		4,592	Lawsuit over contract dispute and others
Brazil Sao Paulo Steel Processing Center		7		BRL	6,729		1,763	Lawsuit on claim for labor and others
POSCO Thainox Public Company Limited		2		THB	3,480		159	Lawsuit on invalidation of a check
POSCO ASSAN TST STEEL INDUSTRY Inc.		27		USD	132		189	Lawsuit on claim for labor and others
POSCO Maharashtra Steel Private Limited		1		INR	9,500		152	Lawsuit on claim for labor and others
POSCO-TNPC		1		TRY	—		—	Lawsuit on claim for labor
POSCO-India Private Limited		1		INR	2,466		39	Lawsuit on claim for wages
POSCO MPPC S.A. de C.V.		4		MXN	4,924		393	Lawsuit on claim for labor and others
POSCO(Chongqing) Automotive Processing Center Co., Ltd.		1		CNY	510		104	Lawsuit on claim for penalty payment

The Company has recorded a provision for contingent losses for 38

lawsuits, including those related to guarantee obligations, and reasonably estimating the likelihood of occurrence and the amount (see Note 20).

For all the other lawsuits and claims, management does not believe the Company has any present obligations and therefore, the Company has not recognized any provisions as of December 31, 2025 for the matters.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(f)	Other contingent circumstances

Other major contingencies for the Company as of December 31, 2025 are as follows:


Company		Description
POSCO HOLDINGS INC.		POSCO HOLDINGS INC. has provided 3 blank checks to Korea Energy Agency as collateral for long-term foreign currency borrowings.

		The Company has a joint obligation with the company newly established through spin-off, POSCO, to discharge all liabilities (including financial guarantee contracts) incurred prior to the spin-off date.

POSCO INTERNATIONAL Corporation		As of December 31, 2025, POSCO INTERNATIONAL Corporation has provided 19 blank promissory notes and 12 blank checks to Korea Energy Agency and others as collateral for the guarantee on performance for contracts and others.

POSCO Eco & Challenge Co., Ltd.		As of December 31, 2025, POSCO Eco & Challenge Co., Ltd. has provided 40 blank checks and 4 blank promissory notes as collateral for agreements and outstanding loans.

POSCO DX Co., Ltd .		As of December 31, 2025, POSCO DX Co., Ltd. has provided 7 blank checks to financial institutions as collateral for the guarantee on performance for contracts and others.

(g)	Other commitments

As of December 31, 2025, the Company has credit agreements for overdrafts, general loans, trade finance, and so forth with a number of financial institutions, including the Korea Development Bank. The total limit is

￦

36,127.4

illion,

which is the Korean won equivalent of limits denominated in various foreign currencies.

39. Additional Information of Statement of Cash Flows

(a)	Changes in operating assets and liabilities for the years ended December 31, 2023, 2024 and 2025 were as follows:


(in millions of Won)	2023			2024			2025
Trade accounts and notes receivable	￦	(982,726	)		1,353,908			(649,384	)
Other receivables		32,827			(192,707	)		(333,826	)
Inventories		1,312,800			914,744			487,345
Other current assets		265,296			(124,125	)		148,797
Other non-current assets		(214,331	)		(11,645	)		189,609
Trade accounts and notes payable		(118,796	)		(376,277	)		(916,576	)
Other payables		(301,561	)		56,936			181,355
Other current liabilities		15,213			(1,020,242	)		389,040
Provisions		(318,955	)		(213,235	)		(69,218	)
Usable and profitable donation assets		—			101,557			—
Payments of severance benefits		(263,548	)		(336,189	)		(382,620	)
Plan assets		(45,535	)		27,413			143,152
Other non-current liabilities		(468,213	)		81,703			36,119

	￦	(1,087,529	)		261,841			(776,207	)

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(b)	Changes in liabilities arising from financing activities for the years ended December 31, 2024 and 2025 were as follows:

For the year ended December 31, 2024


(in millions of Won)	Liabilities												Derivatives that hedge borrowings
	Short-term borrowings			Long-term borrowings			Dividend payable			Lease liabilities			Derivatives that hedge borrowings
Beginning	￦	4,959,280			21,011,099			3,261			924,320			(129,991	)
Changes from financing cash flows		(217,759	)		(1,633,370	)		(844,195	)		(195,367	)		181,397
Effect of changes in foreign exchange rates		991,570			1,102,079			991			(3,696	)		—
Changes in fair values		—			(239,120	)		—			—			(833,973	)
Loss on bond redemption		—			7,063			—			—			—

Other changes:
Decrease in retained earnings		—			—			758,124			—			—
Decrease in non-controlling interest s		—			—			86,001			—			—
Interest expenses		—			16,525			—			48,625			—
Increase in right of use asset s		—			—			—			132,219			—

Ending	￦	5,733,091			20,264,276			4,182			906,101			(782,567	)

For the year ended December 31, 2025


(in millions of Won)	Liabilities											Derivatives that hedge borrowings
	Short-term borrowings			Long-term borrowings		Dividend payable			Lease liabilities			Derivatives that hedge borrowings
Beginning	￦	5,733,091			20,264,276		4,182			906,101			(782,567	)
Changes from financing cash flows		2,158,541			235,005		(915,216	)		(143,423	)		242,154
Effect of changes in foreign exchange rates		(459,675	)		549,426		14			(131,796	)		—
Changes in fair values		—			1,310		—			—			(53,809	)

Other changes:
Decrease in retained earnings		—			—		756,208			—			—
Decrease in non-controlling interest s		—			—		159,410			—			—
Interest expenses		—			10,026		—			63,416			—
Increase in right of use asset s		—			—		—			646,356			—

Ending	￦	7,431,957			21,060,043		4,598			1,340,654			(594,222	)

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(c)	Material non-cash transactions for the years ended December 31, 2023, 2024 and 2025 are as follows:


(in millions of Won)	2023			2024			2025
Transfer of construction-in-progress to property, plant and equipment and intangible assets	￦	3,782,059			7,193,949			4,816,462
Changes in accounts payable related to acquisition of property, plant and equipment and intangible assets		(113,447	)		(181,188	)		214,488
Retirement of treasury shares		—			431,107			374,546

	￦	3,668,612			7,443,868			5,405,496

40. Operating Segments and Geographic Information

(a)	The Company’s operating businesses are organized based on the nature of markets and customers. Segment assets, liabilities and profit (loss) are generally measured based on separate financial statements in accordance with K-IFRS of the subsidiaries that constitute reportable operating segments.

The Company has classified the operating segments as below. Also, businesses in which the subsidiaries in each segment operate are as follows:


Operating segments		Main Business
Steel		Manufacture and sales of steel products

Infrastructure	Trading	Supply and purchase transactions between domestic and foreign companies, power generation, and resource development

	Construction	Design, production and construction of steel mills and their facilities, commercial and residential facilities, etc.

	Logistics and others	Logistics, network and system integration business

Rechargeable Battery Materials		EV battery materials such as lithium, nickel, negative/cathode materials

Others		POSCO HOLDINGS. INC., Controlling company and Investment business

(

)

The segment profit or loss does not reflect the consolidation adjustments allocated to each entity and is determined in the same way as the consolidated profit for the period, in accordance with IFRS Accounting Standards. The accounting policies applied to each segment are consistent with the accounting policies of the entities that make up the consolidated financial statements. Segment assets and liabilities are generally measured based on the total assets and total liabilities in accordance with K-IFRS before reflecting the consolidation adjustments allocated to the entity. Furthermore, segment assets and liabilities are based on the separate financial statements of the consolidated entities, not on a consolidated basis. Transactions between reporting segments

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

include various levels of inter-segment transactions, which encompass the disposal of tangible assets and the provision of construction services, among others.

(c)	Information about reportable segments as of and for the years ended December 31, 2023, 2024 and 2025 are as follows:

As of and for the year ended December 31, 2023


				Infrastructure
(in millions of Won)	Steel			Trading			Construction			Logistics and others			Rechargeable Battery Materials			Others			Total
External revenues	￦	40,393,273			24,033,506			8,301,130			470,613			3,816,042			112,633			77,127,197
Internal revenues		23,145,425			18,910,246			1,966,373			3,475,340			1,005,844			1,449,581			49,952,809
Inter segment revenues		15,293,780			8,906,571			1,864,723			3,431,594			972,511			1,422,313			31,891,492
Total revenues		63,538,698			42,943,752			10,267,503			3,945,953			4,821,886			1,562,214			127,080,006
Interest income		281,530			66,398			100,682			15,837			39,339			73,550			577,336
Interest expenses		(718,937	)		(284,056	)		(105,102	)		(14,091	)		(57,638	)		(272	)		(1,180,096	)
Depreciation and amortization		(3,044,565	)		(508,161	)		(66,854	)		(54,219	)		(155,567	)		(16,126	)		(3,845,492	)
Impairment loss on property, plant and equipment and others		(305,437	)		(9,826	)		(28,031	)		—			(55,601	)		(10,657	)		(409,552	)
Share of income (loss) of equity-accounted investees, net		(182,668	)		(37,368	)		13,632			—			(67,248	)		(109,568	)		(383,220	)
Income tax expense		(595,457	)		(239,164	)		(95,364	)		(39,250	)		13,281			113,895			(842,059	)
Segment profits (losses)		1,241,211			723,929			183,453			170,959			(235,603	)		827,298			2,911,247
Segment total assets		66,224,069			19,650,557			9,631,691			2,476,842			10,909,515			51,957,529			160,850,203
Investment in subsidiaries, associates and joint ventures		3,855,038			2,933,140			481,672			9,999			1,550,524			45,084,972			53,915,345
Acquisition of non-current assets		3,748,163			553,955			119,438			137,237			2,795,447			162,639			7,516,879
Segment total liabilities		24,154,043			11,842,508			5,589,827			993,071			4,972,568			4,301,310			51,853,327

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

)

As of and for the year ended December 31, 2024


				Infrastructure
(in millions of Won)	Steel			Trading			Construction			Logistics and others			Rechargeable Battery Materials			Others			Total
External revenues	￦	39,104,095			22,803,773			7,473,006			421,742			2,812,549			72,978			72,688,143
Internal revenues		23,096,825			20,099,480			2,356,572			3,717,459			1,017,302			2,038,172			52,325,810
Inter segment revenues		15,038,824			9,427,415			2,233,541			3,694,427			959,313			2,011,559			33,365,079
Total revenues		62,200,920			42,903,253			9,829,578			4,139,201			3,829,851			2,111,150			125,013,953
Interest income		279,469			72,208			158,867			18,902			47,525			85,128			662,099
Interest expenses		(699,586	)		(308,671	)		(146,885	)		(12,169	)		(117,040	)		(1,328	)		(1,285,679	)
Depreciation and amortization		(3,166,418	)		(492,626	)		(77,355	)		(61,578	)		(240,723	)		(19,964	)		(4,058,664	)
Impairment loss on property, plant and equipment and others		(273,160	)		(36,161	)		(8,420	)		(10,518	)		(331,717	)		(299	)		(660,275	)
Share of loss of equity-accounted investees, ne t		(321,718	)		(142,090	)		(111,476	)		—			(170,122	)		(392,074	)		(1,137,480	)
Income tax expense		(306,337	)		(189,573	)		(18,387	)		(46,996	)		203,475			62,923			(294,895	)
Segment profits (losses)		691,477			536,684			(194,292	)		104,022			(634,860	)		1,596,035			2,099,066
Segment total assets		66,585,437			21,012,507			9,270,877			2,592,169			15,090,058			50,946,666			165,497,714
Investment in subsidiaries, associates and joint ventures		4,339,321			3,080,324			276,994			12,165			2,397,830			45,407,650			55,514,284
Acquisition of non-current assets		3,589,327			916,654			29,033			252,499			4,717,540			256,826			9,761,879
Segment total liabilities		24,375,388			12,152,036			5,627,404			1,003,673			7,347,647			2,565,914			53,072,062

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

)

As of and for the year ended December 31, 2025


				Infrastructure
(in millions of Won)	Steel			Trading			Construction			Logistics and others			Rechargeable Battery Materials			Others			Total
External revenues	￦	37,284,859			23,744,104			5,615,425			308,698			2,096,318			45,482			69,094,886
Internal revenues		22,113,985			18,476,807			1,612,908			3,245,526			1,242,068			1,454,626			48,145,920
Inter segment revenues		13,410,240			8,320,896			1,536,259			3,213,965			1,080,601			1,428,562			28,990,523
Total revenues		59,398,844			42,220,911			7,228,333			3,554,224			3,338,386			1,500,108			117,240,806
Interest income		265,247			71,820			166,612			14,037			33,093			102,238			653,047
Interest expenses		(642,769	)		(294,752	)		(158,004	)		(10,091	)		(163,332	)		(36,075	)		(1,305,023	)
Depreciation and amortization		(3,157,768	)		(550,848	)		(77,880	)		(61,323	)		(387,604	)		(25,757	)		(4,261,180	)
Impairment loss on property, plant and equipment and others		(74,950	)		(102,427	)		(1,124	)		(69	)		(26,967	)		1			(205,536	)
Share of profit (loss) of equity-accounted investees, ne t		78,456			(66,743	)		(59,415	)		—			(4,598	)		(288,464	)		(340,764	)
Income tax expense		(425,319	)		(127,340	)		165,765			(30,729	)		56,431			(296,715	)		(657,907	)
Segment profits (losses)		1,151,885			562,687			(565,450	)		61,045			(592,030	)		506,748			1,124,885
Segment total assets		65,563,164			23,642,210			9,797,114			2,041,956			17,624,390			52,173,819			170,842,653
Investment in subsidiaries, associates and joint ventures		4,853,061			4,373,069			243,420			26,859			3,557,211			46,090,333			59,143,953
Acquisition of non-current assets		2,740,237			917,829			24,041			215,973			2,218,337			305,257			6,421,674
Segment total liabilities		22,346,902			13,197,558			6,662,955			784,391			7,827,176			3,983,008			54,801,990

(d)	Reconciliations of total segment revenues, profit or loss, assets and liabilities, and other significant items to their respective consolidated financial statement line items are as follows:

Revenues


(in millions of Won)	2023			2024			2025
Total revenue for reportable segments	￦	127,080,006			125,013,953			117,240,806
Elimination of inter-segment revenue		(49,952,809	)		(52,325,810	)		(48,145,920	)
Basis difference(*2)		(70,648	)		771,265			(107,948	)

	￦	77,056,549			73,459,408			68,986,938

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

Profit


(in millions of Won)	2023			2024			2025
Total profit for reportable segments	￦	2,911,247			2,099,066			1,124,885
Goodwill and corporate fair value (“FV”) adjustment s		172,493			(64,791	)		(65,966	)
Elimination of inter-segment losses (profits)		(1,237,891	)		(1,086,695	)		(554,515	)
Income tax expense		789,305			303,623			602,446
Basis difference(*2)		272			75,027			32,308

Profit before income taxes	￦	2,635,426			1,326,230			1,139,158

Assets


(in millions of Won)	2024			2025
Total assets for reportable segments(*1)	￦	165,497,714			170,842,653
Equity-accounted investees		(50,775,491	)		(54,163,800	)
Goodwill and corporate FV adjustments		2,543,165			2,943,006
Elimination of inter-segment assets		(13,861,189	)		(14,429,421	)
Basis difference(*2)		39,536			95,240

	￦	103,443,735			105,287,678

Liabilities


(in millions of Won)	2024			2025
Total liabilities for reportable segments(*1)	￦	53,072,062			54,801,990
Corporate FV adjustments		221,537			211,742
Elimination of inter-segment liabilities		(11,339,768	)		(12,198,985	)
Basis difference(*2)		47,136			80,219

	￦	42,000,967			42,894,966

(*1)

As segment assets and liabilities are determined based on separate financial statements, the carrying amount of assets of subsidiaries, which are in a different segment from that of their immediate parent company, in the separate financial statements the immediate parent company is eliminated upon consolidation. In addition, the amount of investment in associates and joint ventures are adjusted from the amount reflected in segment assets to that determined using equity method in consolidated financial statements.

(*2)

Basis difference is related to the differences in recorded revenue and expenses for development and sale of certain residential real estates and other items between the report reviewed by management and the consolidated financial statements.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

Other significant items

For the year ended December 31, 2023


(in millions of Won)	Total segment			Goodwill and corporate FV adjustments			Elimination of inter-segment transactions			Basis difference(*1)			Consolidated
Interest income	￦	577,336			—			(75,189	)		—			502,147
Interest expenses		(1,180,096	)		—			178,807			—			(1,001,290	)
Depreciation and amortization		(3,845,492	)		(99,347	)		121,559			—			(3,823,280	)
Share of profit(loss) of equity-accounted investees, net		(383,220	)		—			652,898			—			269,678
Income tax expense		(842,059	)		46,116			6,638			(62	)		(789,367	)
Impairment loss on property, plant and equipment and others		(409,552	)		—			3,799			—			(405,753	)

	￦	(6,083,083	)		(53,231	)		888,512			(62	)		(5,247,865	)

For the year ended December 31, 2024


(in millions of Won)	Total segment			Goodwill and corporate FV adjustments			Elimination of inter-segment transactions			Basis difference(*1)			Consolidated
Interest income	￦	662,099			—			(85,317	)		—			576,782
Interest expenses		(1,285,679	)		—			234,168			—			(1,051,511	)
Depreciation and amortization		(4,058,664	)		(86,358	)		160,562			—			(3,984,460	)
Share of profit of equity-accounted investees, net		(1,137,480	)		(50	)		881,072			—			(256,458	)
Income tax expense		(294,895	)		21,668			(30,396	)		(17,331	)		(320,954	)
Impairment loss on property, plant and equipment and others		(660,275	)		(282	)		(13,198	)		—			(673,755	)

	￦	(6,774,894	)		(65,022	)		1,146,891			(17,331	)		(5,710,356	)

For the year ended December 31, 2025


(in millions of Won)	Total segment			Goodwill and corporate FV adjustments			Elimination of inter-segment transactions			Basis difference(*1)			Consolidated
Interest income	￦	653,047			—			(119,740	)		—			533,307
Interest expenses		(1,305,023	)		—			213,561			—			(1,091,462	)
Depreciation and amortization		(4,261,180	)		(80,920	)		182,877			—			(4,159,223	)
Share of profit(loss) of equity-accounted investees, net		(340,764	)		—			690,674			—			349,910
Income tax expense		(657,907	)		14,954			40,507			(9,689	)		(612,135	)
Impairment loss on property, plant and equipment and others		(205,536	)		—			10,552			—			(194,984	)

	￦	(6,117,363	)		(65,966	)		1,018,431			(9,689	)		(5,174,587	)

(*1)	Basis difference is related to the differences in recorded revenue and expenses for development and sale of certain residential real estates and other items between the report reviewed by management and the consolidated financial statements.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(d)

Revenue by geographic area for the years ended December 31, 2023, 2024 and 2025 was as follows:


(in millions of Won)	2023			2024		2025
Domestic	￦	50,658,510			45,960,140		42,516,707
Japan		2,691,788			2,814,631		2,590,102
China		6,152,191			5,737,686		5,160,583
Indonesia		3,422,647			3,156,962		2,873,999
Asia-other		7,287,382			7,382,157		7,751,121
North America		2,095,705			2,504,563		2,780,769
Europe		2,468,508			2,743,528		3,065,738
Others		2,350,466			2,388,476		2,355,867

		77,127,197			72,688,143		69,094,886
Basis difference		(70,648	)		771,265		(107,948	)

		￦ 77,056,549			73,459,408		68,986,938

The information on geography, segment revenue is presented based on the geographical location of each segment entity.

(e)

Non-current

assets by geographic area as of December 31, 2024 and 2025 are as follows:


(in millions of Won)	2024		2025
Domestic	￦	33,512,812		34,594,834
Japan		131,086		126,582
China		1,140,136		1,074,438
Indonesia		3,036,954		3,416,737
Asia-other		1,698,956		1,950,162
North America		1,857,787		2,400,911
Europe		302,775		324,813
Others		4,897,042		5,589,497

	￦	46,577,548		49,477,974

Non-current

assets by geographic area include investment property, property, plant and equipment, goodwill and other intangible assets.

(f)

There are no customers whose revenue is 10% or more of the consolidated revenue.

41. Business Combination

During the year ended December 31, 2025, the Company acquired PT Prime Agri Resources (formerly PT Sampoerna Agro), a company that operates palm plantations and a seed business throughout Indonesia, in which the Company holds a

65.7

interest. The Company anticipates that the stable revenue from the acquired company will expand its global palm market competitiveness by enlarging the farm production base and strengthening the refining value chain.

F-13

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

(a)	The fair values of the identifiable assets and liabilities of the acquiree as of the acquisition date are as follows:


(in millions of Won)	2025
Current assets	￦	354,240
Cash and cash equivalents		69,692
Trade and other receivables		23,497
Inventories		58,942
Other assets		41,399
Net assets held for sale		160,710
Non-current assets		798,785
Property, plant and equipment		608,053
Right-of-use assets		2,968
Intangible assets		83,247
Biological assets		28,373
Other assets		76,144
Current liabilities		301,449
Trade and other payables		48,211
Borrowings		36,447
Other liabilities		216,791
Non-current liabilities		283,410
Long-term borrowings		198,416
Other liabilities		84,994
Net assets		568,166

Acquired ownership interest		65.7	%

Net assets acquired		373,404
Consideration transferred		798,147
Goodwill		424,743

(b)	Net cash flow from the business combination


(in millions of Won)	2025
Consideration paid in cash	￦	798,147
Less: Cash and cash equivalents of the acquired subsidiary		69,692
Net cash outflow		728,455

Meanwhile, assuming PT. Prime Agri Resources had been consolidated from January 1, 2025, the revenue and profit would have been

￦

553,167 million and

￦

93,366 million, respectively. Since its inclusion in the consolidation,

the revenue and profit generated from PT.

Prime Agri Resources are

￦

95,989 million and

￦

12,296 million, respectively.

42. Matters Concerning Tariffs

In June 2025, the U.S. government announced an executive order imposing a 50% tariff on all steel and aluminum products, which took effect on June 4, 2025. The imposition of this tariff creates uncertainty in the estimates of the

consolidated

financial statements.

F-13

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2024 and 2025

43. Events After the Reporting Period

(a)	The controlling company decided to pay cash dividends of ￦ 2,500 per common share (total dividend amount: ￦ 189.1 billion), pursuant to a resolution of the Board of Directors on February 3, 2026.

(b)	The controlling company decided to retire 1,691,425 shares of its treasury stock (planned retirement amount: ￦ 635.1 billion), pursuant to a resolution of the Board of Directors on February 19, 2026. The scheduled date of retirement is March 31, 2026.

(c)	On January 16, 2026, the controlling company’s subsidiary, POSCO, issued unsecured senior U.S. dollar-denominated notes (issue amount: US$700 million). The maturity dates for these notes are January 16, 2031 (for US$400 million) and January 16, 2036 (for US$300 million).

(d)

To respond to the North American steel market and secure a foundation for eco-friendly automotive steel sheets, a subsidiary, POSCO, has participated in an investment with Hyundai Motor Company to jointly construct an integrated electric furnace steel mill in Louisiana, USA. The investment is structured so that the controlling company establishes a Special Purpose Company (SPC), POS-Louisiana Inc., through a

100% equity investment, and that SPC, in turn, acquires a 20% stake in HYUNDAI-POSCO Louisiana Steel LLC.

final investment amount is approximately US$582 million.

(e)

On January 15, 2026, a subsidiary, POSCO FUTURE M CO., LTD., issued the 23-1 unsecured bond

(

￦

390 billion, annual interest rate of 3.574%) and the

23-2

unsecured bond (

￦

60 billion, annual interest rate of 3.884%). The maturity dates for these bonds are January 15, 2029 and January 15, 2031, respectively.

F-13



GLOSSARY			1

PART I			2

ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISERS		2

	Item 1.A.	Directors and Senior Management	2

	Item 1.B.	Advisers	2

	Item 1.C.	Auditor	2

ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE		2

	Item 2.A.	Offer Statistics	2

	Item 2.B.	Method and Expected Timetable	2

ITEM 3.	KEY INFORMATION		2

	Item 3.A.	[Reserved]	2

	Item 3.B.	Capitalization and Indebtedness	2

	Item 3.C.	Reasons for Offer and Use of Proceeds	2

	Item 3.D.	Risk Factors	2

ITEM 4.	INFORMATION ON THE COMPANY		28

	Item 4.A.	History and Development of the Company	28

	Item 4.B.	Business Overview	29

	Item 4.C.	Organizational Structure	46

	Item 4.D.	Property, Plants and Equipment	46

	Item 4A.	Unresolved Staff Comments	49

ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS		49

	Item 5.A.	Operating Results	49

	Item 5.B.	Liquidity and Capital Resources	74

	Item 5.C.	Research and Development, Patents and Licenses, Etc.	77

	Item 5.D.	Trend Information	78

	Item 5.E.	Critical Accounting Estimates	78

ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		78

	Item 6.A.	Directors and Senior Management	78

	Item 6.B.	Compensation	80

	Item 6.C.	Board Practices	81

	Item 6.D.	Employees	82

	Item 6.E.	Share Ownership	84

	Item 6.F.	Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation	84

ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		84

	Item 7.A.	Major Shareholders	84

	Item 7.B.	Related Party Transactions	85

	Item 7.C.	Interests of Experts and Counsel	85

ITEM 8.	FINANCIAL INFORMATION		85

	Item 8.A.	Consolidated Statements and Other Financial Information	85

	Item 8.B.	Significant Changes	88

ITEM 9.	THE OFFER AND LISTING		88

	Item 9.A.	Offer and Listing Details	88



	Item 9.B.	Plan of Distribution	88

	Item 9.C.	Markets	88

	Item 9.D.	Selling Shareholders	88

	Item 9.E.	Dilution	88

	Item 9.F.	Expenses of the Issuer	88

ITEM 10.	ADDITIONAL INFORMATION		88

	Item 10.A.	Share Capital	88

	Item 10.B.	Memorandum and Articles of Association	89

	Item 10.C.	Material Contracts	94

	Item 10.D.	Exchange Controls	95

	Item 10.E.	Taxation	99

	Item 10.F.	Dividends and Paying Agents	105

	Item 10.G.	Statements by Experts	105

	Item 10.H.	Documents on Display	105

	Item 10.I.	Subsidiary Information	106

	Item 10.J.	Annual Report to Security Holders	106

ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		106

ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		108

	Item 12.A.	Debt Securities	108

	Item 12.B.	Warrants and Rights	108

	Item 12.C.	Other Securities	108

	Item 12.D.	American Depositary Shares	108

PART II			110

ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		110

ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		110

ITEM 15.	CONTROLS AND PROCEDURES		110

ITEM 16.	[RESERVED]		111

	Item 16.A.	Audit Committee Financial Expert	111

	Item 16.B.	Code of Ethics	111

	Item 16.C.	Principal Accountant Fees and Services	111

	Item 16.D.	Exemptions from the Listing Standards for Audit Committees	112

	Item 16.E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	112

	Item 16.F.	Change in Registrant’s Certifying Accountant	113

	Item 16.G.	Corporate Governance	113

	Item 16.H.	Mine Safety Disclosure	114

	Item 16.I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	114

	Item 16.J.	Insider Trading Policies	115

	Item 16.K.	Cybersecurity	115

PART III			118

ITEM 17.	FINANCIAL STATEMENTS		118

ITEM 18.	FINANCIAL STATEMENTS		118

ITEM 19.	EXHIBITS		119


	Page
Report of Independent Registered Public Accounting Firm, EY Han Young, on Consolidated Financial Statements		F-2
Report of Independent Registered Public Accounting Firm, EY Han Young, on Internal Control over Financial Reporting		F-4
Report of Independent Registered Public Accounting Firm, KPMG Samjong Accounting Corp., on Consolidated Financial Statements		F-6
Consolidated Statements of Financial Position as of December 31, 2024 and 2025		F-7
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2024 and 2025		F-9
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2023, 2024 and 2025		F-10
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2024 and 2025		F-13
Notes to the Consolidated Financial Statements		F-15


1.1	—	Articles of Incorporation of POSCO HOLDINGS INC. (English translation)
2.1	—	Form of Common Stock Certificate (including English translation) (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement No. 33-81554)* (P)
2.2	—	Form of Deposit Agreement (including Form of American Depositary Receipts) (incorporated by reference to the Registrant’s Registration Statement (File No. 333-189473) on Form F-6)*
2.3	—	Description of common stock (see Item 10.B. Memorandum and Articles of Association)
2.4	—	Description of American Depositary Shares (incorporated by reference to Exhibit 2.4 to the Registrant’s Annual Report on Form 20-F filed on April 28, 2022)*
8.1	—	List of consolidated subsidiaries
12.1	—	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2	—	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1	—	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
16.1	—	Insider Trading Policies
97.1	—	Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 of the Registrant’s Annual Report on Form 20-F filed on April 29, 2024)*
101.INS	—	Inline XBRL Instance Document - this instance document does not appear in the Interactive Data File because its XBRL tags embedded within the Inline XBRL document
101.SCH	—	Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104	—	Cover Page formatted as Inline XBRL and contained in Exhibit 101


POSCO HOLDINGS INC.
(Registrant)

/s/ Chang, In Hwa
Name:		Chang, In Hwa
Title:		Chief Executive Officer and Representative Director
Date:		April 29, 2026