KB Financial to cancel 4.22M common shares

KB Financial Group Inc. plans to cancel 4,222,378 common shares that it will first acquire as treasury stock.

Accepted by SEC EDGAR 02/05/2026 - 06:37 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

KB Financial Group Inc. plans to cancel 4,222,378 common shares that it will first acquire as treasury stock. The shares are expected to be bought on the stock exchange between February 6, 2026 and April 20, 2026 through KB Securities Co., Ltd., for an estimated total of KRW 600,000,000,000. After cancellation, the total number of issued shares will decrease from 372,850,455 common shares, but the company states that its paid-in capital will not be reduced because the cancellation is within profits available for dividends under Article 343-1 of the Korean Commercial Code.

Insights

Equity capital markets analyst

KB Financial plans a sizable treasury share cancellation without reducing paid-in capital.

KB Financial Group Inc. approved cancelling 4,222,378 common shares, to be acquired on the market for an estimated KRW 600,000,000,000. This reduction in issued shares is structured as a cancellation of treasury shares funded from profits available for dividends.

The company notes that, despite the lower share count, paid-in capital will remain unchanged, which fits the Korean Commercial Code Article 343-1 framework. Purchases will occur via stock exchange transactions through KB Securities between February 6, 2026 and April 20, 2026, with the specific cancellation date still to be determined.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What share cancellation did KB (KB Financial Group Inc.) approve in February 2026?

KB Financial Group approved cancelling 4,222,378 common shares that it will first acquire as treasury stock. This move reduces the total number of issued shares but is structured so that paid-in capital remains unchanged under Korean law.

How much will KB Financial Group (KB) spend on the planned share cancellation?

KB Financial Group’s board set an estimated amount of KRW 600,000,000,000 for acquiring the shares to be cancelled. This figure was determined in the same board resolution that approved the cancellation of 4,222,378 common shares as treasury stock.

When will KB Financial Group (KB) buy shares for cancellation?

KB Financial Group plans to acquire the shares for cancellation on the stock exchange from February 6, 2026 to April 20, 2026. KB Securities Co., Ltd. has been appointed as the brokerage company to execute these market purchases.

Will KB Financial Group’s (KB) paid-in capital decrease after the share cancellation?

KB Financial Group states that paid-in capital will not decrease following the cancellation. The cancelled shares are treasury shares acquired within profits available for dividends, so only the number of issued shares falls while paid-in capital remains the same under Korean Commercial Code rules.

What is KB Financial Group’s total number of issued shares before the cancellation?

Before the planned cancellation, KB Financial Group has 372,850,455 issued common shares. Cancelling 4,222,378 shares, once acquired as treasury stock, will reduce this total, though the company indicates paid-in capital will stay unchanged.

What legal basis does KB Financial Group (KB) cite for its treasury share cancellation?

KB Financial Group cites Article 343-1 of the Korean Commercial Code as the legal basis. The company explains the cancellation involves treasury shares acquired within the limits of profits available for dividends, allowing a reduction in issued shares without reducing paid-in capital.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 February 2026

Commission File Number: 000-53445

KB Financial Group Inc.

(Translation of registrant’s name into English)

26, Gukjegeumyung-ro 8-gil, Yeongdeungpo-gu, Seoul 07331, Korea

(Address of principal executive office)

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 ☐

Resolution for the Cancellation of Treasury Shares

On February 5, 2026, the board of directors of KB Financial Group Inc. (“KB Financial Group”) resolved to cancel certain of its shares of common stock, which KB Financial Group plans to acquire as treasury shares prior to such cancellation pursuant to the announcement on Form 6-K dated February 5, 2026. The details are as follows:

Type and Number of Shares to be Cancelled		Common Shares		4,222,378 shares
		Other Shares		—
Total Number of Shares Issued		Common Shares		372,850,455 shares
		Other Shares		—
Par Value per Share				KRW 5,000
Estimated Amount of Shares to be Cancelled				KRW 600,000,000,000
Scheduled Period of Acquisition of Treasury Shares for Cancellation		From		February 6, 2026
		To		April 20, 2026
Method of Acquisition of Shares to be Cancelled				Purchase on the stock exchange
Scheduled Date of Cancellation				To be determined
Brokerage Company Appointed for the Share Acquisitions				KB Securities Co., Ltd.
Date of Resolution by the Board of Directors				February 5, 2026
Obligation to Report to the Korea Fair Trade Commission				Not applicable
Other Material Information for an Investment Decision				-  Legal basis for the cancellation of treasury shares: Article 343-1 of the Korean Commercial Code. -  The cancellation of these shares constitutes the cancellation of treasury shares acquired within the limits of profits available for dividends, and as such, although the total number of issued shares will decrease, there will be no reduction in the paid-in capital of KB Financial Group. -  The “Estimated Amount of Shares to be Cancelled” above is the cancellation amount determined through a resolution of the board of directors on even date herewith.

-  The “Type and Number of Shares to be Cancelled” above is calculated based on the closing price of the common shares of KB Financial Group on the Korea Exchange as of February 4, 2026 (one day prior to the date of the resolution of the board of directors), which was KRW 142,100. The actual number and amount of shares to be cancelled are subject to change depending on fluctuations in share price.

-  The starting date for the “Scheduled Period of Acquisition of Treasury Shares for Cancellation” above represents the day after the resolution of the board of directors, and may not be the actual date the acquisitions begin.

-  KB Financial Group plans to cancel all of the treasury shares following the completion of the acquisition of the treasury shares. For detailed information regarding the acquisition of the treasury shares, please refer to the Form 6-K titled “Resolution for the Acquisition of Treasury Shares” furnished by KB Financial Group on February 5, 2026.

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.

				KB Financial Group Inc.
				(Registrant)
Date: February 5, 2026				By:		/s/ Sang Rok Na
				(Signature)
				Name: Sang Rok Na
				Title: Senior Managing Director and Chief Financial Officer