POSCO announces pricing 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

SEOUL, South Korea, July 16, 2026 /PRNewswire/ -- POSCO, a corporation organized under the laws of the Republic of Korea (the "Offeror"), today announced the pricing results in connection with its offer to purchase for cash up to US$400,000,000 aggregate principal amount (the "Maximum Acceptance Amount") of its outstanding 5.750% Notes due 2028 (CUSIP: 73730EAD5 (144A) / Y7S272AG7 (Reg S) ISIN: US73730EAD58 (144A) / USY7S272AG74 (Reg S)) (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.

Pricing Results

The Reference Yield was determined at 10:00 a.m., New York City time, on July 15, 2026 (the "Price Determination Date"), the business day after the Early Tender Deadline, by reference to the bid-side price of the Reference Security displayed on the Bloomberg Reference Page at the Price Determination Date. The pricing details of the Offer are as follows:

Description of Securities: US$1,000,000,000 5.750% Notes due 2028

CUSIP / ISIN: 73730EAD5 (144A) / Y7S272AG7 (Reg S); US73730EAD58 (144A) / USY7S272AG74 (Reg S)

Reference Security: 4.125% US Treasury due June 30, 2028

Bloomberg Reference Page: FIT 1

Fixed Spread: 30 basis points

Reference Yield: 4.156%

Early Tender Offer Consideration (per US$1,000 principal amount): US$1,018.47

Tender Offer Consideration (per US$1,000 principal amount): US$968.47

Holders of Notes will also receive Accrued Interest Payment on Notes accepted for purchase up to, but excluding, the Early Settlement Date.

The Early Tender Offer Consideration was calculated in accordance with the formula set out in Schedule A to the Offer to Purchase, reflecting a yield to the Maturity Date (January 17, 2028) equal to the Reference Yield plus the Fixed Spread of 30 basis points. The Early Tender Offer Consideration already includes the Early Tender Premium of US$50 per US$1,000 principal amount of Notes. 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.

In addition to the applicable Early Tender Offer Consideration or Tender Offer Consideration, as applicable, the Offeror will also pay the Accrued Interest Payment. For the avoidance of doubt, interest will cease to accrue after the applicable settlement date for Notes accepted for purchase pursuant to the Offer.

Early Tender Results

The Early Tender Deadline was 5:00 p.m., New York City time, on July 14, 2026. As of the Early Tender Deadline, US$358,232,000 aggregate principal amount of Notes were validly tendered and not validly withdrawn pursuant to the Offer. The aggregate principal amount of Notes validly tendered at or before the Early Tender Deadline is less than the Maximum Acceptance Amount of US$400,000,000. Accordingly, the Offeror has decided to accept for purchase all Notes validly tendered at or before the Early Tender Deadline (and not validly withdrawn at or before the Withdrawal Deadline) in full. No proration applies (i.e., the Scaling Factor does not apply and all validly tendered Notes have been accepted for purchase at 100%). The Remaining Acceptance Amount (being the Maximum Acceptance Amount minus the aggregate principal amount of Notes validly tendered and accepted for purchase as of the Early Tender Deadline) is US$41,768,000.

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).

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.

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 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 regarding procedures for tendering Notes or requests for additional copies of the Offer to Purchase should be directed to the Information & Tender Agent.

INFORMATION & TENDER AGENT

D.F. King & Co., Inc.
28 Liberty Street, 53rd Floor
New York, New York 10005, United States
Toll Free: (877) 783-5524
Toll: (646) 604-4668
[email protected]
Offer to purchase website: https://clients.dfkingltd.com/posco 

If a Noteholder has questions about the Offer or the procedures for tendering Notes, he should contact the Information & Tender Agent or the Dealer Managers at their respective telephone numbers.

DEALER MANAGERS

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.

SOURCE POSCO