Shinhan Financial Group (NYSE: SHG) approves KRW 270B bail-in capital to support Basel III

Rhea-AI Filing Summary

Shinhan Financial Group reported that its board approved the issuance of bail-in contingent capital securities to help maintain regulatory capital under Basel III. The planned issuance totals KRW 270 billion of domestic, unregistered, unsecured and uncollateralized hybrid securities, structured as perpetual instruments. The securities include call options that allow Shinhan to redeem them on any interest or dividend payment date every three months after five years, but no later than ten years from the issuance date. If the company 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 securities, including interest or dividends, will be written off without prior consent of holders. The board authorized up to KRW 400 billion in total issuance for this program and delegated the final issuance terms and interest rate to the Chief Executive Officer.

Insights

Bank capital structure analyst

Shinhan adds bail-in hybrid capital to support Basel III ratios.

Shinhan Financial Group plans to issue bail-in contingent capital securities of KRW 270 billion as hybrid instruments to maintain capital requirements under Basel III. These are perpetual, unsecured and uncollateralized, so they function economically closer to equity than senior debt within regulatory capital calculations.

The securities carry issuer call options every three months after year five, but no later than year ten, giving Shinhan flexibility to refinance or retire them if conditions are favorable. A key feature is the non-viability trigger: if the firm is designated an insolvent financial institution under the Korean structural improvement law, the full principal and accrued interest or dividends are written off without holder consent.

The board resolution permits adjusting the size of the issuance based on demand within a KRW 400 billion limit and delegates final terms and interest rate to the CEO. The actual impact on capital levels, funding costs and future redemptions will depend on the final issuance size and pricing once determined.

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 December 2025

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 Financial Group’s Board made a Decision on
Issuance of Bail-in Contingent Capital Securities

On December 4, 2025, the board of directors of Shinhan Financial Group made a decision on issuance of bail-in contingent capital securities.

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

2. Details of issuance:

Type of Securities	Domestic, unregistered, unsecured, uncollateralized, bail-in contingent capital securities (hybrid securities)
Total Amount of Issuance	KRW 270 billion
Maturity of Securities	Perpetual Securities
Call Provision	Call options to redeem at every interest (dividend) payment date (3 months) after 5 years but no later than 10 years from the issuance date by the issuer.
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 will be delegated to the Chief Executive Officer.

* Depending on the results of the demand forecast, the Total Amount of Issuance could be changed within the

total limit of KRW 400 billion resolved by the board of directors.

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: December 4, 2025				By:		/s/ CHUN Sang Yung
				Name: CHUN Sang Yung
				Title: Chief Financial Officer

FAQ

What did Shinhan Financial Group (SHG) announce in this 6-K filing?

Shinhan Financial Group announced that its board of directors approved the issuance of bail-in contingent capital securities, a form of hybrid capital, to help maintain capital requirements under Basel III.

How much bail-in contingent capital is Shinhan Financial Group (SHG) planning to issue?

The board approved an initial issuance amount of KRW 270 billion of bail-in contingent capital securities, with flexibility to adjust the size based on demand within a total board-authorized limit of KRW 400 billion.

What are the key features of Shinhan Financial Groups new bail-in contingent capital securities?

The securities are domestic, unregistered, unsecured, uncollateralized, bail-in contingent capital (hybrid) securities with perpetual maturity. They include issuer call options at every interest or dividend payment date (every three months) after five years and no later than ten years from the issuance date.

What is the non-viability trigger for Shinhan Financial Groups new securities?

If Shinhan Financial Group is designated an insolvent financial institution under Article 2 of Koreas Act on the Structural Improvement of the Financial Industry, the entire amount of the contingent capital securities, including interests or dividends, will be written off without prior consent or approval from related parties.

Why is Shinhan Financial Group (SHG) issuing bail-in contingent capital securities?

The stated purpose of the issuance is to maintain capital requirements under Basel III, supporting Shinhan Financial Groups regulatory capital ratios through hybrid capital rather than common equity alone.

Who will determine the final terms and interest rate of Shinhan Financial Groups new securities?

The board of directors delegated the detailed issuance terms and the interest rate of the bail-in contingent capital securities to the companys Chief Executive Officer.