POSCO announces the final 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 29, 2026 /PRNewswire/ -- POSCO, a corporation organized under the laws of the Republic of Korea (the "Offeror"), announces the final tender results of its previously announced cash tender offer (the "Offer") for up to US$400,000,0000 of its validly tendered (and not validly withdrawn) notes set forth in the table below (the "Notes") issued by the Offeror, from the Noteholders.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 commenced on June 30, 2026 and was made pursuant to an Offer to Purchase dated June 30, 2026 (the "Offer to Purchase"). Capitalized terms used but not defined herein have the meanings assigned to them in the Offer to Purchase. On July 15, 2026, the Offeror issued a press release announcing the Early Tender Offer Consideration and the Tender Offer Consideration payable in connection with the Offer. The Offer expired at the Expiration Deadline.

The following table summarizes certain information regarding the Notes that were validly tendered and not validly withdrawn in the Offer as of 5:00 p.m. New York City time, on July 29, 2026 (the "Expiration Deadline").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2026 (the "Withdrawal Deadline"), and, accordingly, any Notes that were validly tendered in the Offer may no longer be withdrawn, except where additional withdrawal rights are required by law.

Of the US$1,000,000,000 aggregate principal amount of Notes referred to above, US$358,232,000 aggregate principal amount was validly tendered at or before the Early Tender Deadline and was accepted for purchase by the Offeror and cancelled on the Early Settlement Date (July 20, 2026), and US$800,000 aggregate principal amount was validly tendered during the Late Tender Period and will be accepted for purchase in full by the Offeror and cancelled on the Final Settlement Date. 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. Noteholders who tendered 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 was made at 10:00 a.m. (New York City time) on July 15, 2026, the business day after the Early Tender Deadline. In addition to the Early Tender Offer Consideration or Tender Offer Consideration, as applicable, the Offeror paid or will pay, as applicable, 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 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 The Depository Trust Company 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.

The Offer was 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) re-open or terminate the Offer, (ii) increase, decrease or eliminate the Maximum Acceptance Amount 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 re-opening 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.

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 WAS MADE SOLELY PURSUANT TO, AND IS 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