6-K

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 August, 2022

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

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  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

POSCO HOLDINGS is furnishing under cover of Form 6-K:

Exhibit 99.1: POSCO HOLDINGS’ IR material of 2Q 2022 Shareholders return, Merger of POSCO International and POSCO Energy (English version)

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: August 12, 2022	By	/s/ Han, Young-Ah
		(Signature)
	Name:	Han, Young-Ah
	Title:	Senior Vice President

EX-99.1

Exhibit 99.1

POSCO HOLDINGS 2Q 2022 Dividend and Cancellation of Treasury Shares Merger of POSCO International & POSCO Energy

Disclaimer This presentation contains certain forward-looking statements relating to the business, financial performance and results of the company and/or the industry in which it operates. The forward-looking statements set forth herein concern future circumstances and results and other statements that not historical facts, and are solely opinions and forecasts which are uncertain and subject to risks. Therefore, the recipients of this presentation shall be aware of that the forward-looking statements set forth herein may not correspond to the actual business performance of the company due to changes and risks in business environments and conditions. The sole purpose of this presentation is to assist persons in deciding whether they wish to proceed with certain investments to the company. The company does not make any representation or warranty, expressly or impliedly, as to the accuracy and completeness of this presentation or of the information contained herein and shall not have any liability for the information contained in this presentation.

2Q Dividend & Treasury Shares Cancellation Announcement ? 2Q 2022 Cash Dividend : KRW 4,000 per share 2020 2021 2022 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q Dividend per share 1,500 500 1,500 4,500 3,000 4,000 5,000 5,000 4,000 4,000 (KRW) Total dividend amount 120.2 39.9 117.7 342.6 226.9 302.5 378.1 378.1 303.4 303.4 (bn KRW) ? Cancellation of Treasury Shares (3% of outstanding shares) -2,615,605 shares (KRW 672.2bn on market value* / KRW 567.5bn on book value) *Market value: W257k/share, 11 Aug 2022 ? Since 2020, Total Shareholders Return amounts to KRW 3.1tr by Cash Dividend and Treasury Share Cancellation -25% of adjusted profit attributable to owners of the controlling company(consolidated basis) from 2020 to 1H 2022 Cancellation Amount (in trillion KRW) Dividend Amount (in trillion KRW) 0.6 1.3 0.6 0.6 FY2020FY20211H 2022

Merger of POSCO International & POSCO Energy Outline of the Merger POSCO International will offer new shares and exchange with existing shares held by POSCO Energy, under a Method statutory merger of POSCO International to buy POSCO Energy -Remaining company: POSCO International -Extinguished company : POSCO Energy 1 common share of POSCO Energy will receive 1.1626920 shares of POSCO International, Merger After merger, POSCO HOLDINGSs stake of POSCO International will be increased from 62.9% to 70.7% Ratio -Based on merger unit price of POSCO International KRW 27,801 and POSCO Energy KRW 32,324, merger ratio will be 1 : 1.1626920 POSCO International will lead the group energy business to complete of LNG Value Chain and strengthen growth Change in Shareholder Structure Issuedshares 123,375,149 45,194,806 175,922,788 Major POSCOHoldings62.9% POSCO Holdings89.0% POSCO Holdings70.7% Shareholder

Merger of POSCO International & POSCO Energy Purpose of the Merger Respond to LNG demand growth Integrate operation of LNG business in group Expedite eco-friendly energy business +416 Concentrate group business capability inpreparation for global LNG demand 777 -With increasing electricity demand and growing renewable energy market, 361 LNG demand, as bridge energy, is growing at an average annual rate of 2.6% -Out of demand increase of 416 mn tons in 2050, 75% is concentrated in Asian region 20 50 (311 mn tons) *IHS Markit, 2021 In group, LNG business is divided into upstream led by POSCO International and downstream led by POSCO Energy Overlapping businesses includeLNG trading, bunkering, overseas IPP, new and renewable energy, hydrogen By completion of group-wide LNG Value Chain, raise synergy between upstream and downstream businesses and streamline overlapping functions Prepare for transition to hydrogen-based reduction ironmaking and growth of mid-to long-term renewable energy -Build ammonia storage infrastructure in steps to domestically supply hydrogen—Expand hydrogen blending and renewable energy businesses for groups carbon neutrality 510k ? 100k ? (10 units) Ammonia Storage Tank—(2 units) 2.4GW 0.7 0.1 Solar Wind Renewable Energy _21 _26 _30

Merger of POSCO International & POSCO Energy Expected Outcomes Upstream Gasfield Increase Senex output Develop new mining field assets Raise synergy across businesses and strengthen global competitiveness through completion of LNG Value Chain _ LNGBusiness Value Chain Midstream Downstream _ Expand LNG Midstream Export Terminal LNG Carrier Strengthen value chain on securing infrastructure asset -Export terminal, dedicated carrier, etc. Trading Expand captive-based LNG trading volume Secure raw material competitiveness Diversify power LNG Power generation portfolio Generation Expand business linked Test Operation with LNG infrastructure Import Terminal (storage facility) of LNG Carrier Increase capacityof Enter new businesses LNG import terminal -Bunkering, SSLNG1), etc. Bunkering, etc. 1) SSLNG(Small Scale LNG) : Supply small and medium-sized LNG using specialized trucks in islands and mountainous areas where installation of natural gas infrastructure is difficult Strengthen profitability and contribute to group synergy through integration and expansion of LNG business