[6-K] KB Financial Group Inc Current Report (Foreign Issuer)

Rhea-AI Filing Summary

On 26 June 2025, MEDIROM Healthcare Technologies Inc. (NASDAQ: MRM) disclosed via Form 6-K that its Board approved a new allotment of stock options under the 2024 Equity Incentive Compensation Plan. The options will be formally granted around 18 July 2025 at an issue price of ¥2 per option and an exercise price of US$1.74 per share, or the ADS closing price on the allotment date if higher. The exercise window runs from 18 July 2026 through 17 July 2030.

The awards are performance-linked. Holders may exercise only if, during any fiscal year 2026-2028, adjusted consolidated revenue—excluding Digital Preventative Healthcare and sales of directly-owned salons—exceeds JPY 10 billion, a level that is approximately 69 % above FY-2024. Additionally, recipients must remain in service; post-termination exercises are limited to 12 months unless departure is for just cause such as retirement or tenure expiry.

Total options approved for allotment comprise 207,000 for 14 directors/statutory auditors, 87,000 for 16 employees, and 106,000 for seven external collaborators. The instruments include customary forfeiture provisions and anti-dilution adjustments for stock splits.

No immediate financial impact is recorded, but the plan aligns management incentives with aggressive topline growth targets while introducing potential future dilution should the hurdles be met.

Positive

• Performance-based vesting requires a JPY 10 billion revenue target, aligning management rewards with shareholder value creation.
• Strike price floor set at the higher of US$1.74 or the allotment-date ADS close, limiting below-market option pricing.
• Service-condition safeguards and 12-month post-exit window reduce risk of windfall gains.

Negative

• Potential dilution from up to 400,000 new options once hurdles are met; actual impact depends on shares outstanding.
• Ambitious 69 % revenue increase may be difficult to achieve, possibly limiting motivational effectiveness if deemed unattainable.

Insights

Financial Analyst

TL;DR – Incentive neutral now; value crystallises only if 69 % revenue jump achieved.

The programme adds up to roughly 400 k options, but exercisability is contingent on clearing a JPY 10 billion adjusted-revenue hurdle within FY-2026-28. That requirement equates to about 69 % growth from FY-2024, making dilution unlikely unless management delivers substantial expansion. The strike price (US$1.74 or higher) limits windfall gains should the ADS appreciate before grant. Because no expense or share issuance occurs today, the announcement is largely capital-structure neutral in the short term, with potential upside for shareholders if the growth target is met.

Corporate Governance Expert

TL;DR – Performance-based design strengthens alignment; hurdle lowers unearned payoff risk.

The Board’s decision to tie option vesting to a clearly defined, externally verifiable revenue milestone represents good governance practice. Mandatory continued service, 12-month post-termination limits, and standard forfeiture clauses help curb opportunistic behaviour. Although potential dilution exists, the combination of service and performance conditions makes the compensation package proportionate and shareholder-friendly.

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 June 2025

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 ☐

Sustainability Report of KB Financial Group Inc. for 2024

On June 30, 2025, KB Financial Group Inc. (“KB Financial Group”) published its sustainability report for 2024 (the “Report”), prepared in accordance with the Global Reporting Initiative Standards 2021, a set of global reporting standards for the publication of sustainability reports.

KB Financial Group aims to create social value and enhance the trust of its customers and shareholders based on its sustainability strategies and performance. The Report divides its key topics into those that are material to investors and those that are material to general stakeholders:

• From an investor’s perspective, the Report discloses KB Financial Group’s sustainable management information and risk/opportunity factors based on key issues that are linked to the financial impact on KB Financial Group, including ‘Risk Management’, ‘Response to Climate Change’, ‘Inclusive Finance’, ‘Financial Consumer Protection’ and ‘Digital Innovation and Technology’. These five key topics, which were selected in accordance with financial materiality standards for investors, are disclosed in a dedicated investor-focused section and reflect the disclosure framework set forth under the sustainability standards issued by the International Sustainability Standards Board (“ISSB”), including IFRS S1 (General Requirements for Disclosure of Sustainability-related Financial Information) and IFRS S2 (Climate-related Disclosures).

• From a general stakeholder’s perspective, the Report discloses sustainability-related activities and achievements that reflect the interests of various stakeholders, including customers, employees and local communities, along with KB Financial Group’s mid- to long-term roadmap and implementation system.

In addition, KB Financial Group disclosed key policy initiatives through the public policy-linked data, including family-friendly management, industrial safety and employee diversity. The information relating to environmental, social and corporate governance (“ESG”) contained in the Report also takes reference from the disclosure requirements of the Sustainability Accounting Standards Board (“SASB”) and the United Nations Principles for Responsible Banking (“UN PRB”).

The Report is currently available in Korean on KB Financial Group’s website at www.kbfg.com. The English version of the Report is scheduled to be posted on or around July 31, 2025.

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: June 30, 2025				By: /s/ Sang Rok Na
				(Signature)
				Name: Sang Rok Na
				Title: Managing Director and Chief Financial Officer

FAQ

What is the exercise price of MEDIROM (MRM) 2025 stock options?

US$1.74 per share or the Nasdaq ADS closing price on 18 July 2025, whichever is higher.

When can the new MRM stock options be exercised?

Between 18 July 2026 and 17 July 2030, subject to performance and service conditions.

What performance metric must be met for the options to vest?

Adjusted consolidated revenue must exceed JPY 10 billion in any fiscal year 2026-2028.

How much revenue growth does the JPY 10 billion target represent?

Approximately a 69 % increase over the FY-2024 adjusted consolidated revenue.

How many stock options are being allotted and to whom?

207k to directors/auditors, 87k to employees, and 106k to external collaborators.

What is the issue price per option?

Each option is issued at ¥2.