KRW 500B treasury share trust approved by Shinhan (NYSE: SHG)

Rhea-AI Filing Summary

Shinhan Financial Group plans a significant share buyback through a trust arrangement. On February 5, 2026, its board approved entering a trust agreement to acquire treasury shares with an estimated acquisition amount of KRW 500,000,000,000. The scheduled acquisition period runs from February 9, 2026 to July 10, 2026.

Under the Korean Commercial Code, the upper limit of profits available for dividends as of the end of the previous fiscal year is KRW 4,072,040,620,882, and the filing calculates a legal limit on treasury share acquisition of KRW 1,421,877,440,731 after reflecting prior buybacks and dividend decisions. This buyback program uses only part of that capacity, suggesting room for further capital returns if the company chooses.

Insights

Banking equity & capital management analyst

Shinhan sets a sizable but partial buyback within legal limits.

Shinhan Financial Group authorized a treasury share acquisition via trust with an estimated size of KRW 500,000,000,000, to be executed between February 9, 2026 and July 10, 2026. Using a trust allows paced market purchases rather than a single block transaction.

The legal framework matters. The upper limit of profits available for dividends is KRW 4,072,040,620,882, and after subtracting prior treasury stock purchases and dividend decisions, the calculated limit on treasury share acquisition is KRW 1,421,877,440,731. The authorized amount represents only part of this capacity.

This points to a measured capital return approach rather than an aggressive balance sheet move. Actual impact will depend on execution within the stated period and any future decisions on additional buybacks or dividends disclosed in later filings.

Form 6-K: How Foreign Companies Report to the SEC →

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 Financial Group made a resolution to enter into a trust agreement
for acquisition of treasury shares

On February 5, 2026, the board of directors of Shinhan Financial Group resolved to enter into a trust agreement to acquire treasury shares. The details are as follows:

1. Number of Shares to be Acquired: 5,537,098 common shares

2.	Estimated Acquisition Amount: KRW 500,000,000,000
3.	Scheduled Acquisition Period: February 9, 2026 - July 10, 2026

4. Purpose of Acquisition: Cancellation of shares

5. Acquisition Method: Acquisition on the stock exchange (KRX)

6. Entrusted Brokerage Company: NH Investment & Securities Co., Ltd.

7. Treasury Stock Holdings as of February 5, 2026: -Acquisition within the profits available for dividends: 10,840,573 shares -Other Acquisition: 1 common shares

8. Date of resolution by the board of directors: February 5, 2026

9. Estimated acquisition price: KRW 90,300

10. Limit to Acquiring Treasury Stocks

(Unit: KRW)
Items		Amount
1. Upper limit of profits available for dividends in accordance with the Korean Commercial Code as of the end of the previous fiscal year			4,072,040,620,882
2. Acquired amount of treasury stock after previous fiscal year end			1,449,999,883,450
3. Amount of 'dividends' and related 'earned profit reserve' decided at annual general meeting of shareholders after previous fiscal year end			371,935,096,601
4. Amount of 'interim/quarterly dividends' and related 'earned profit reserves' decided by board of directors after previous fiscal year end			828,228,200,100
5. Amount of trust contract			-
6. Acquisition cost of treasury stock sold after previous fiscal year end (moving average method)			-
Limitation on the acquisition price of treasury shares (1-2-3-4-5+6)			1,421,877,440,731

11. Other Considerations - This contract pertains to entering into a new trust agreement for the acquisition of treasury shares. - This above ‘1. Number of shares to be acquired’ is calculated by dividing the above ‘2. Estimated acquisition amount(KRW)’ by the ‘9. Estimated acquisition price(KRW)’. The actual number of shares may change depending on future stock price fluctuations. - The above ‘7. Treasury stock holdings as of February 5, 2026 within the profits available for dividends’ is the treasury stocks acquired through a trust contract in 2025(July 31, 2025~ January 30, 2026) and is scheduled to be retired on February 6, 2026. - The above ‘7. Treasury stock holdings as of February 5, 2026 for other reasons’ is the fractional shares acquired during the comprehensive stock exchange process (Orange Life, Neoplux, etc). - The above ‘9. Estimated acquisition price(KRW)' is based on the closing price on the day before the board resolution date (February 4, 2026). Therefore, the actual acquisition amount may vary due to stock price fluctuations.

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 5, 2026				By:		/s/ JANG Jeong Hoon
				Name: JANG Jeong Hoon
				Title: Chief Financial Officer

FAQ

What share buyback did Shinhan Financial Group (SHG) authorize in this 6-K?

Shinhan Financial Group authorized a treasury share buyback through a trust agreement with an estimated acquisition amount of KRW 500,000,000,000. The decision was made by the board of directors on February 5, 2026, as part of its capital management strategy.

Over what period will Shinhan Financial Group (SHG) conduct the KRW 500 billion buyback?

The buyback is scheduled from February 9, 2026 to July 10, 2026. During this period, the trust can purchase Shinhan Financial Group’s treasury shares in the market, allowing gradual execution rather than a single large transaction.

How does Shinhan Financial Group’s (SHG) buyback compare with its profits available for dividends?

Profits available for dividends under the Korean Commercial Code are KRW 4,072,040,620,882. After considering prior buybacks and dividend decisions, the calculated limit for treasury share acquisition is KRW 1,421,877,440,731, so the KRW 500 billion plan uses only part of this capacity.

What legal limit on treasury share acquisition does Shinhan Financial Group (SHG) disclose?

The filing calculates a limitation on the acquisition price of treasury shares of KRW 1,421,877,440,731. This figure reflects profits available for dividends, prior treasury stock purchases, and dividend-related reserves, aligning the buyback capacity with Korean Commercial Code requirements.

Did Shinhan Financial Group (SHG) specify any existing trust contract amount in this buyback decision?

The table shows the amount of trust contract as “-”, indicating no separate existing trust amount was included in the legal limit calculation. The new decision is to enter a trust agreement for the planned KRW 500 billion treasury share acquisition.