UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2026
Commission File Number: 1-13368
POSCO HOLDINGS INC.
(Translation of registrant’s name into English)
POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea, 06194
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Decision on Acquisition of Shares or Investment Certificates of Other Corporation
| Subsidiary company |
POSCO |
‘s material business matters to report |
| Subsidiary company | POSCO | ‘s material business matters to report | ||||||
| 1. Details of issuing company | Name of company | Saffron Resources Private Limited | ||||||
| Nationality | India | Representative | Mr. Pavan Kumar Mittal and 2 others | |||||
| Capital stock (KRW) | 158,100,000 | Relationship to company | - | |||||
| Total number of shares issued | 1,000,000 | Main business | Mining business | |||||
| 2. Details of acquisition | Number of shares to be acquired | - | ||||||
| Acquisition cost (KRW) | 1,609,551,800,000 | |||||||
| Equity capital (KRW) | 34,193,497,589,134 | |||||||
| Ratio to equity capital (%) | 4.7 | |||||||
| Classified as a large-sized corporation? | Yes | |||||||
| 3. Number of shares held and shareholding ratio after acquisition | Number of shares held | - | ||||||
| Shareholding ratio(%) | 50 | |||||||
| 4. Acquisition method | Cash Acquisition | |||||||
| 5. Purpose of acquisition | Establishment of an Integrated Steel Mill JV in Odisha, India | |||||||
| 6. Scheduled acquisition date | 2031-12-31 | |||||||
| 7. Subject to filing of a material fact report on asset acquisition? | N/A | |||||||
| -Total assets (as of the end of the latest fiscal year) (KRW) | 50,280,606,138,410 | Acquisition cost /Total assets(%) |
3.2 | |||||
| 8. Deemed a backdoor listing? | N/A | |||||||
| -Plan to increase capital through third-party allotment within six months? | N/A | |||||||
| 9. Satisfying backdoor listing requirements for the issuing company (another corporation)? | N/A | |||||
| 10. Date of board resolution (decision date) | 2026-04-17 | |||||
| -Attendance of outside directors | Present (No.) | 2 | ||||
| Absent (No.) | - | |||||
| -Attendance of auditors (members of Audit Committee who are not outside auditors) | Present | |||||
| 11. Subject to reporting to the Fair Trade Commission? | No | |||||
| 12. Signed a put option contract, etc.? | No | |||||
| -Details of agreements | - | |||||
| 13. Other matters to be factored into investment decisions | - This disclosure pertains to the investment made by POSCO alongside JSW to jointly construct an integrated steel mill in Odisha, India, as a means to respond to changes in the Indian steel market and to continuously expand market share in the automotive steel sector.
- The structure involves our company acquiring new shares in Saffron Resources Private Limited (hereinafter “Saffron”), a subsidiary of JSW, whereby Saffron will be restructured into a Joint Venture Company (JVC) with a 50:50 shareholding ratio between POSCO and JSW.
- This investment is subject to the satisfaction of certain conditions precedent, and the implementation and structure of the project may change depending on the fulfillment of such conditions.
- Number of Shares to be Acquired under ‘2. Details of acquisition’ and Number of Shares Held under ‘3. Number of shares held and shareholding ratio after acquisition’ will be provided with an amended disclosure once they are finalized.
- Under ‘2. Details of Acquisition,’ Acquisition Cost (in KRW) is approx. USD 1,093 million, converted to KRW based on the SMBS exchange rate of KRW 1,472.60 per dollar, as of April 17, 2026. This is the total capital value that POSCO will contribute by the end of 2031, the final payment year, toward the construction of the integrated steel mill in India. | |||||
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- ‘6. Scheduled acquisition date’ is stated as the end of 2031, which is the final year of capital payment from the contribution amount for the integrated steel mill in India. The payment will be executed in stages during the construction period.
- The aforementioned schedule and payment details are subject to change based on the project progress.
○ Name of subsidiary : POSCO
○ Ratio of total assets : 57.7%
○ Ratio of total asset is based on the statement of financial position of POSCO HOLDINGS INC as of December 31, 2025. | ||||||
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POSCO’s total investment amount is US$3,644 million. Of this, the debt portion of US$2,551 million will be submitted for a separate Board approval and disclosed once the financing plan is finalized.[Condensed Financial Statements of Issuing Company]
(KRW)
| Category | Total assets | Total liabilities | Total shareholders’ equity |
Capital stock |
Sales | Net income | External auditor’s opinion |
External auditor | ||||||||
| Current fiscal year | 23,290,057,696 | 22,442,421,864 | 847,635,831 | 171,357,328 | - | -2,454,134,017 | Unqualified opinion |
A Bhattachrjee & Co. Chartered Accountant | ||||||||
| Previous fiscal year | 18,830,804,224 | 17,710,642,857 | 1,120,161,367 | 1,615,374 | - | -26,446,997 | Unqualified opinion |
A Bhattachrjee & Co. Chartered Accountant | ||||||||
| Two fiscal years prior | 17,544,319,635 | 16,418,334,403 | 1,125,985,232 | 1,585,805 | 25,438,796 | 57,306,463 | Unqualified opinion |
STAS & Associates Chartered Accountants |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| POSCO HOLDINGS INC. | ||||||
| (Registrant) | ||||||
| Date: April 20, 2026 | By | /s/ Han, Young Ah | ||||
| (Signature) | ||||||
| Name: Han, Young Ah | ||||||
| Title: Executive Vice President | ||||||