POSCO announces the early tender results of its Offer to Purchase for cash up to US$400,000,000 aggregate principal amount of its outstanding 5.750% Notes due 2028

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, OR TO ANY PERSON LOCATED AND/OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 (AS AMENDED)

SEOUL, South Korea, July 15, 2026 /PRNewswire/ — POSCO, a corporation organized under the laws of the Republic of Korea (the “Offeror“), today announced the early tender results of its previously announced cash tender offer (the “Offer“) for its validly tendered (and not validly withdrawn) notes set forth in the table below (the “Notes“) issued by the Offeror, from the Noteholders (the “Offer“). The Offer commenced on June 30, 2026 and is being made pursuant to an Offer to Purchase dated June 30, 2026 (the “Offer to Purchase“), which is available on the offer to purchase website at https://clients.dfkingltd.com/posco. Capitalized terms used but not defined herein have the meanings assigned to them in the Offer to Purchase.

The following table summarizes certain information regarding the Notes that were validly tendered and not validly withdrawn in the Offer as of 5:00 p.m. New York City time, on July 14, 2026 (the “Early Tender Deadline“). Withdrawal rights for the Offer expired at 5:00 p.m. New York City time, on July 14, 2026 (the “Withdrawal Deadline“), and, accordingly, any Notes there were validly tendered in the Offer may no longer be withdrawn, except where additional withdrawal rights are required by law.

(1) The Offeror is offering to accept the maximum principal amount of validly tendered (and not validly withdrawn) Notes in the Offer for which the aggregate principal amount of Notes does not exceed $400,000,000 (the “Maximum Acceptance Amount“).

The determination of the Early Tender Consideration and Tender Offer Consideration to be paid for Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offer will occur at 10:00 a.m. New York City time, on July 15, 2026 (the “Price Determination Date“) in the manner described in the Offer to Purchase by reference to a fixed spread for the Notes over the applicable yield to maturity of the applicable U.S. Treasury Reference Security specified on the front cover of the Offer to Purchase in the column entitled “Reference Security”. Each holder who validly tendered and did not validly withdraw its Notes at or prior to the Early Tender Deadline and whose Notes are accepted for purchase will be entitled to receive the applicable Early Tender Consideration, which includes an early tender premium of US$50 per US$1,000 principal amount of Notes so tendered and accepted for purchase (the “Early Tender Premium“). The Early Tender Premium will be included in the Early Tender Consideration for the Notes and will not constitute an additional or increased payment. In addition, Noteholders whose Notes are accepted for purchase will receive accrued and unpaid interest on their Notes up to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable (the “Accrued Interest Payment“).

The Offeror expects to issue a press release on July 15, 2026, announcing the Early Tender Consideration and Tender Offer Consideration payable in connection with the Offer.

Late Tender Period

Notes validly tendered during the Late Tender Period (i.e., after the Early Tender Deadline but at or before the Expiration Deadline of 5:00 p.m., New York City time, on July 29, 2026) will be eligible for the Tender Offer Consideration (and not the Early Tender Offer Consideration) on the Final Settlement Date, subject to the Remaining Acceptance Amount.

The Tender Offer Consideration is equal to the Early Tender Offer Consideration minus the Early Tender Premium of US$50 per US$1,000 principal amount of Notes. If the total aggregate principal amount of Notes validly tendered during the Late Tender Period exceeds the Remaining Acceptance Amount, such Notes will be accepted on a pro-rata basis such that the total aggregate principal amount of Notes accepted for purchase by the Offeror is equal (or as close as possible) to the Maximum Acceptance Amount. Each tender that is scaled will be rounded down (subject to the Minimum Denomination of US$200,000) to the nearest US$1,000 in principal amount. If such proration and rounding down would result in Notes in a principal amount of less than the Minimum Denomination being returned to a Noteholder, the Offeror will, in its sole and absolute discretion and subject to applicable law, either reject all or purchase all of such Noteholder’s validly tendered Notes.

Noteholders who tender Notes after the Early Tender Deadline will NOT receive the Early Tender Offer Consideration and will ONLY be eligible to receive the Tender Offer Consideration (which is equal to the Early Tender Offer Consideration minus the Early Tender Premium of US$50 per US$1,000 principal amount of Notes).

Price Determination Date

The determination of the Early Tender Offer Consideration and Tender Offer Consideration will occur at 10:00 a.m. (New York City time) on July 15, 2026, the business day after the Early Tender Deadline (as such time and date may be extended, subject to certain exceptions set forth herein). In addition to the Early Tender Offer Consideration or Tender Offer Consideration, as applicable, the Offeror will also pay accrued and unpaid interest on Notes purchased pursuant to the Offer up to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable. For the avoidance of doubt, interest will cease to accrue after the applicable settlement date for Notes accepted for purchase pursuant to the Offer.

Settlement

The Early Settlement Date is expected to be July 20, 2026. On the Early Settlement Date, payment of the Early Tender Offer Consideration and the Accrued Interest Payment in respect of Notes accepted for purchase as of the Early Tender Deadline will be made in immediately available funds delivered through The Depository Trust Company (“DTC“) for payment to the cash accounts of the relevant Noteholders.

The Final Settlement Date is expected to be July 31, 2026. On the Final Settlement Date, payment of the Tender Offer Consideration and the Accrued Interest Payment in respect of Notes validly tendered during the Late Tender Period and accepted for purchase will be made in immediately available funds delivered through DTC for payment to the cash accounts of the relevant Noteholders.

Following completion of the Offer, the Offeror intends to cancel the Notes purchased pursuant to the Offer.

Expiration Deadline and Ongoing Offer Terms

The Offer will expire at 5:00 p.m., New York City time, on July 29, 2026 (the “Expiration Deadline“), unless extended, re-opened, withdrawn or terminated by the Offeror.

The Offer is being made in compliance with Rule 14e-1 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act“), including the requirements relating to the period the Offer is held open, notice of changes to the terms of the Offer and the prompt payment for securities tendered.

Subject to applicable law, the Offeror reserves the right, in its sole and absolute discretion, to (i) extend, re-open, withdraw or terminate the Offer, (ii) increase, decrease or eliminate the Maximum Acceptance Amount and, in each case, may do so without extending the Early Tender Deadline or the Withdrawal Deadline and (iii) otherwise amend or waive any of the terms and conditions of the Offer at any time, as described in the Offer to Purchase under the heading “Amendment and Termination“. Details of any such extension, re-opening, withdrawal, termination, amendment or waiver will be notified to the Noteholders as soon as reasonably practicable after such decision is made.

Offer to Purchase

The Offer is being made solely pursuant to the Offer to Purchase dated June 30, 2026. The Offer to Purchase contains the full terms and conditions of the Offer. The Offer to Purchase is available from the Information & Tender Agent and on the offer to purchase website at https://clients.dfkingltd.com/posco. Noteholders should carefully review the full terms and conditions of the Offer as described in the Offer to Purchase before making any decision with respect to the Offer.

About POSCO

POSCO is a corporation organized under the laws of the Republic of Korea. POSCO is the largest fully integrated steel producer in Korea and is a consolidated subsidiary of POSCO HOLDINGS INC.

Noteholders are advised to check with any bank, securities broker, Direct Participant or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (at or prior to the Withdrawal Deadline) revoke their instruction to participate in, the Offer before the deadlines specified in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission of Tender Instructions will be earlier than the relevant deadlines specified in the Offer to Purchase.

Any questions or requests for assistance in connection with the Offer may be directed to the Dealer Managers at the telephone numbers or email addresses provided below. Any questions or requests for assistance in connection with the delivery of Tender Instructions or requests for copies of the Offer to Purchase or related documents, which may be obtained free of charge, may be directed to the Information & Tender Agent at the telephone number or email address provided below.

Before making a decision with respect to the Offer, Noteholders should carefully consider all of the information in the Offer to Purchase and, in particular, the risk factors described in the section entitled “Risk Factors and Other Considerations“.

The Offeror has appointed The Hongkong and Shanghai Banking Corporation Limited and J.P. Morgan Securities LLC to act as Dealer Managers for the Offer and D.F. King & Co., Inc. to act as Information & Tender Agent.

 

 Cautionary Note Concerning Forward-Looking Statements

Certain statements in this announcement are forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Actual results may differ materially from these statements. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “expect,” “intend,” “may,” “will,” or other words or phrases of similar import but these are not the exclusive means of identifying these statements. Although the Offeror believes that the expectations reflected in its forward-looking statements are reasonable, such expectations might not prove to be correct. Statements in this announcement speak only as of its date, and the Offeror disclaims any responsibility to update or revise such statements whether as a result of new information, future events or otherwise.

Disclaimer

THE OFFER IS BEING MADE SOLELY PURSUANT TO, AND WILL BE GOVERNED BY, THE OFFER TO PURCHASE. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES NOR WILL THERE BE ANY SALE OF ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY JURISDICTION.

This announcement is released by POSCO and contains information that qualified or may have qualified as inside information for the purposes of Article 7(1) of the Market Abuse Regulation (EU) 596/2014 (as amended, “MAR”), encompassing information relating to the Offer as described above. This announcement is made in accordance with the Offeror’s obligations under Article 17 of MAR. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Sung Jeen Nam, Head of Team, Finance Management Group of POSCO.

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SOURCE POSCO