SK hynix (JTGEY) files Form F-6 to register 1.78B ADSs, $89M aggregate

Rhea-AI Filing Summary

SK hynix Inc. files a Form F-6 to register American Depositary Shares. The registration covers 1,780,000,000 ADSs at a proposed maximum aggregate offering price of $89,000,000, with a proposed maximum price per unit of $5.00. The form includes a proposed form of American Depositary Receipt and related deposit agreement; the registration statement is signed July 1, 2026.

Key Figures

ADSs to be registered: 1,780,000,000 ADSs Proposed maximum price per unit: $5.00 Proposed maximum aggregate offering price: $89,000,000 +3 more

6 metrics

ADSs to be registered 1,780,000,000 ADSs Total amount listed in the Calculation of Registration Fee table

Proposed maximum price per unit $5.00 Proposed Maximum Aggregate Price Per Unit in the registration fee table

Proposed maximum aggregate offering price $89,000,000 Estimated aggregate offering price shown in the registration fee table

Registration fee $12,290.90 Amount of registration fee computed under Rule 457(k)

ADS ratio 1 ADS = 1/10 common share Stated on the face of the proposed American Depositary Share

Registration signature date July 1, 2026 Date the registration statement was signed by Citibank and SK hynix representatives

Key Terms

American Depositary Share (ADS), Form F-6, Deposit Agreement, Rule 457(k), +1 more

5 terms

American Depositary Share (ADS) financial

"American Depositary Shares (“ADSs”), each ADS representing the right to receive one-tenth"

Form F-6 regulatory

"FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES"

Form F-6 is an SEC registration form used when a U.S. depositary bank creates American Depositary Receipts (ADRs), which are certificates that let U.S. investors buy and sell shares of a foreign company as if they were domestic stocks. Think of an ADR as a local-language label placed on a foreign product: it makes the foreign share easier to trade and settle in U.S. markets, increasing accessibility, liquidity and investor choice while bringing certain U.S. disclosure and regulatory oversight.

Deposit Agreement legal

"proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement"

A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.

Rule 457(k) regulatory

"Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k)"

Rule 466 regulatory

"It is proposed that this filing become effective under Rule 466"

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Available on EDGAR 07/04/2026 - 12:23 PM Accepted by SEC EDGAR 07/01/2026 - 11:24 AM Learn about SEC filing dates

FAQ

What does SK hynix's Form F-6 register (JTGEY)?

The Form F-6 registers 1,780,000,000 ADSs of SK hynix Inc. The prospectus attaches a form of American Depositary Receipt and the related deposit agreement for ADS issuance.

How many underlying ordinary shares does each ADS represent for JTGEY?

Each ADS represents the right to receive one-tenth (1/10) of one common share of SK hynix Inc., as stated in the prospectus and deposit terms.

What are the offering price and aggregate amount listed in the filing?

The filing shows a proposed maximum aggregate offering price of $89,000,000 and a proposed maximum price per unit of $5.00, used solely to calculate the registration fee.

Who is the depositary and who signed the registration statement?

The depositary named is Citibank, N.A.. The registration statement is signed by Citibank as depositary and by SK hynix Inc. representatives on July 1, 2026.

What fees were calculated for this registration?

The calculated registration fee shown is $12,290.90, based on the proposed maximum aggregate offering price and Rule 457(k) estimations included in the filing.

Where can investors find SK hynix periodic reports referenced in the F-6?

The filing states SK hynix files reports under the Exchange Act which are available on the SEC website (www.sec.gov) and at the Commission’s public reference facilities in Washington, D.C.

As filed with the Securities and Exchange Commission on July 1, 2026 Registration No. 333-           

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

______________

SK HYNIX INC.

(Exact name of issuer of deposited securities as specified in its charter)

______________

N/A

(Translation of issuer’s name into English)

______________

Republic of Korea

(Jurisdiction of incorporation or organization of issuer)

__________________________________

CITIBANK, N.A.

(Exact name of depositary as specified in its charter)

______________

388 Greenwich Street

New York, New York 10013

(877) 248-4237

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

______________

SK hynix America Inc.

3101 North 1st Street

San Jose, California 95134

United States of America

+1 (408) 232-8000

(Address, including zip code, and telephone number, including area code, of agent for service)

__________________________________

Copies to:

Jinduk Han, Esq. Insoo Park, Esq. Cleary Gottlieb Steen & Hamilton LLP 19F, Ferrum Tower 19, Eulji-ro 5-gil, Jung-gu Seoul 04539, Korea +82-2-6353-8000 Herman H. Raspé, Esq. Jean-Claude Lanza, Esq. Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
212-336-2000

__________________________________

It is proposed that this filing become effective under Rule 466:	☐ immediately upon filing.
	☐ on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box: ☒

__________________________________

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Unit*	Proposed Maximum Aggregate Offering Price**	Amount of Registration Fee
American Depositary Shares (“ADS(s)”), each ADS representing the right to receive one-tenth of one common share of SK hynix Inc. (the “Company”)	1,780,000,000 ADSs	$5.00	$89,000,000	$12,290.90
*     Each unit represents 100 ADSs. **   Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of ADSs.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

This Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

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PART I

INFORMATION REQUIRED IN PROSPECTUS

Cross Reference Sheet

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED [Subject to review of the form of ADR]

Item Number and Caption				Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
1.	Name of Depositary and address of its principal executive office			Face of Receipt -  Introductory Article.
2.	Title of Receipts and identity of deposited securities			Face of Receipt  - Top Center.
Terms of Deposit:
	(i)	The amount of deposited securities represented by one American Depositary Share (“ADSs”)		Face of Receipt  - Upper right corner.
	(ii)	The procedure for voting, if any, the deposited securities		Reverse of Receipt  - Paragraphs (17) and (18).
	(iii)	The collection and distribution of dividends		Reverse of Receipt - Paragraph (15).
	(iv)	The transmission of notices, reports and proxy soliciting material		Face of Receipt  - Paragraph (14); Reverse of Receipt - Paragraph (18).
	(v)	The sale or exercise of rights		Reverse of Receipt – Paragraphs (15) and (17).
	(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization		Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (15) and (17).
	(vii)	Amendment, extension or termination of the deposit agreement		Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
	(viii)	Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs		Face of Receipt - Paragraph (14).
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities		Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).

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Item Number and Caption Location in Form of American Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus

	(x)	Limitation upon the liability of the Depositary		Face of Receipt - Paragraph (8); Reverse of Receipt - Paragraphs (20) and (21).
3.	Fees and charges which may be imposed directly or indirectly on holders of ADSs			Face of Receipt - Paragraph (11).
Item 2.		AVAILABLE INFORMATION		Face of Receipt - Paragraph (14).

The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.

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PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a) Form of Deposit Agreement, by and among the SK hynix Inc. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). ^___ Filed herewith as Exhibit (a).

(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. ^___ None.

(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. ^___ None.

(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. ^___ Filed herewith as Exhibit (d).

(e) Certificate under Rule 466. ^___ None.

(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. ^___ Set forth on the signature pages hereto.

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Item 4. UNDERTAKINGS

(a) The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among SK hynix Inc., Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 1^st day of July, 2026.

	Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one-tenth (1/10) of one common share of SK hynix Inc. CITIBANK, N.A., solely in its capacity as Depositary
	By:	/s/ Joseph Connor
		Name: Joseph Connor
		Title: Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SK hynix Inc. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Icheon-si, Gyeonggi-do on July 1, 2026.

	SK HYNIX INC.
	By:	/s/ Nohjung Kwak
		Name: Nohjung Kwak Title: Chief Executive Officer and President

II-4

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Woo Hyun Kim, Hyung Mo Yang and Seonghwan Park, and each of them, individually, to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on July 1, 2026.

Signature		Title
/s/ Nohjung Kwak		Chief Executive Officer and President, Executive Director (principal executive officer)
Name: Nohjung Kwak
/s/ Woo Hyun Kim		Chief Financial Officer (principal financial officer)
Name: Woo Hyun Kim
/s/ Dong Hui Son		Principal Accounting Officer
Name: Dong Hui Son
/s/ Seon Yong Cha		Executive Director
Name: Seon Yong Cha
/s/ Yong Ho Jang		Non-executive Director
Name: Yong Ho Jang
/s/ Jung Kyu Kim		Non-executive Director
Name: Jung Kyu Kim

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Signature		Title
/s/ Deog Kyoon Jeong		Independent Director
Name: Deog Kyoon Jeong
/s/ Zeong Won Kim		Independent Director
Name: Zeong Won Kim
/s/ Donghoon Yang		Independent Director
Name: Donghoon Yang
/s/ Hyun Chul Sohn		Independent Director
Name: Hyun Chul Sohn
/s/ Seung Beom Koh		Independent Director
Name: Seung Beom Koh
/s/ Gahng Gook Choi		Independent Director
Name: Gahng Gook Choi

II-6

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT IN THE UNITED STATES

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America of SK hynix Inc., has signed this Registration Statement on Form F-6 in San Jose, California on July 1, 2026.

SK hynix America Inc. Authorized U.S. Representative
By:	/s/ Jeong Hwan Oh
	Name: Jeong Hwan Oh Title: Chief Financial Officer

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Index to Exhibits

Exhibit	Document	Sequentially Numbered Page
(a)	Form of Deposit Agreement
(d)	Opinion of counsel to the Depositary