Shinhan Financial (SHG) unit Shinhan Bank sets KRW 200B Tier 2 deal

Rhea-AI Filing Summary

Shinhan Financial Group reported that the board of its wholly owned subsidiary Shinhan Bank resolved to issue Write-down Contingent Capital Securities to help maintain regulatory capital under Basel III standards.

The securities are described as Basel III-compliant Tier 2 subordinated debt with a total issuance limit of KRW 200 billion. If Shinhan Bank is designated an insolvent financial institution under Article 2 of Korea’s Act on the Structural Improvement of the Financial Industry, the full amount of these contingent capital securities, including interest or dividends, will be written off without prior consent from related parties. Specific terms such as interest rate and final maturity have been delegated to the CEO of Shinhan Bank.

Insights

Bank Capital Structure Analyst

Shinhan Bank plans KRW 200B Tier 2 contingent capital to support Basel III ratios.

Shinhan Bank, a wholly owned unit of Shinhan Financial Group, has approved issuance of KRW 200 billion in Basel III-compliant Tier 2 subordinated debt. This adds a layer of loss-absorbing capital designed to support regulatory requirements rather than common equity.

The instruments are write-down contingent capital, meaning that if the bank is deemed an insolvent financial institution under Korean law, the entire principal plus accrued interest or dividends can be written off without prior holder consent. That structure shifts extreme-stress losses to these securities rather than depositors or senior creditors.

Key economics such as coupon and maturity have been delegated to the CEO, so the eventual cost of this capital and investor demand will depend on those terms when set. Subsequent disclosures around the final pricing and issuance timing will clarify how this Tier 2 layer fits into Shinhan Bank’s overall capital stack.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 6-K

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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: 001-31798

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SHINHAN FINANCIAL GROUP CO., LTD.

(Translation of registrant's name into English)

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20, Sejong-daero 9-gil, Jung-gu, Seoul 04513, Korea
(Address of principal executive offices)

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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 

Shinhan Bank’s Board made a resolution to issue a Write-down Contingent Capital Securities

On February 26, 2026, the board of directors of Shinhan Bank, our wholly-owned bank subsidiary, made a resolution to issue Write-down Contingent Capital Securities.

1. Purpose of issuance: To maintain capital requirements under the Basel III

2. Details of issuance:

Type of Securities	Write-down Contingent Capital Securities (Basel 3 Compliant Tier2 Subordinated Debt)
Total Amount of Issuance Limit	KRW 200 billion
Maturity of Securities	-
Point of Non-Viability Trigger Event	Under Article 2 of the Act on the Structural Improvement of the Financial Industry, the total amount of the contingent capital securities (including interests or dividends) will be written off without any prior consent or approval from related parties if the issuing company is designated as an insolvent financial institution.

* The details of issuance and interest rate, maturity will be delegated to the CEO of Shinhan Bank.

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.

				Shinhan Financial Group Co., Ltd.
				(Registrant)
Date: February 26, 2026				By:		/s/ JANG Jeong Hoon
				Name: JANG Jeong Hoon
				Title: Chief Financial Officer

FAQ

What capital securities is Shinhan Financial Group (SHG) planning through Shinhan Bank?

Shinhan Bank’s board approved issuing write-down contingent capital securities classified as Basel III-compliant Tier 2 subordinated debt. The planned issuance limit is KRW 200 billion, aimed at supporting the bank’s regulatory capital ratios under Basel III requirements rather than raising common equity capital.

What is the purpose of Shinhan Bank’s KRW 200 billion contingent capital issuance?

The primary purpose is to help maintain capital requirements under Basel III standards. By issuing Tier 2 subordinated write-down securities, Shinhan Bank adds a loss-absorbing capital layer that counts toward regulatory capital, potentially strengthening its ability to meet prudential capital rules in stressed conditions.

How large is Shinhan Bank’s planned write-down contingent capital issue?

The board resolution sets a total issuance limit of KRW 200 billion for the write-down contingent capital securities. This amount defines the maximum principal that can be raised through the Basel III-compliant Tier 2 subordinated debt program approved in the February 2026 decision.

What happens to Shinhan Bank’s new contingent capital if it becomes insolvent?

If Shinhan Bank is designated an insolvent financial institution under Article 2 of Korea’s Act on the Structural Improvement of the Financial Industry, the full amount of the contingent capital securities, including interest or dividends, will be written off without prior consent or approval from related parties.

Who will set the final terms for Shinhan Bank’s contingent capital securities?

The board delegated authority to the CEO of Shinhan Bank to determine final issuance details. That includes the interest rate, specific maturity profile, and other issuance conditions for the KRW 200 billion Basel III-compliant Tier 2 write-down subordinated debt securities.

How do Shinhan Bank’s write-down contingent capital securities fit Basel III rules?

These securities are described as Basel III-compliant Tier 2 subordinated debt, meaning they qualify as Tier 2 capital. Their loss-absorbing feature, allowing full write-off upon a non-viability event designation, aligns with Basel III’s requirements for subordinated capital instruments in bank capital structures.