[6-K] Shinhan Financial Group Co Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

On 25 July 2025, Shinhan Financial Group’s board approved a trust agreement authorizing the purchase of up to 11,544,011 common shares on the Korea Exchange. The estimated outlay is KRW 800 billion, based on a reference price of KRW 69,300 per share. Purchases will run from 31 Jul 2025 – 30 Jan 2026, with roughly KRW 600 billion expected to be deployed by 31 Dec 2025 and the remaining KRW 200 billion by 30 Jan 2026.

The repurchased shares are earmarked for cancellation, signalling a direct reduction in share count once the trust expires. NH Investment & Securities will execute the trades. Current treasury holdings are immaterial (1 share). Statutory capacity to buy back shares is ample, with an upper limit of KRW 2.60 trillion available under the Korean Commercial Code.

• Acquisition method: open-market purchases
• Purpose: capital return via cancellation
• Board resolution date: 25 Jul 2025

Positive

• KRW 800 billion buyback reflects substantial capital return to shareholders.
• Shares are slated for cancellation, directly reducing share count and boosting per-share metrics.
• Board resolution backed by complete audit-committee participation, enhancing governance transparency.

Negative

• Final share count is subject to market price fluctuations, creating uncertainty over dilution reduction magnitude.

Insights

Financial Analyst

TL;DR: KRW 800 billion share buyback for cancellation is a shareholder-friendly capital return and should be modestly accretive.

The planned buyback represents a sizeable cash deployment spread over six months, signalling management’s confidence in intrinsic value. Cancellation will lower outstanding shares, mechanically lifting EPS once completed. With only 1 treasury share currently held and a statutory ceiling of KRW 2.6 trillion, the program fits comfortably within legal limits. Execution risk is limited to price fluctuations that could alter the share count purchased, but the fixed cash commitment preserves transparency. Overall impact skews positive for equity holders.

Corporate Governance Expert

TL;DR: Board-approved trust structure enhances execution certainty and aligns interests through transparent cancellation intent.

Using a trust agreement with NH Investment & Securities formalises oversight and limits discretionary timing, reducing governance risk. Declaring cancellation as the sole purpose pre-empts potential concerns about share re-issuance for management incentives. Full participation by outside directors on the audit committee further strengthens governance optics. Variable share count language is standard disclosure and does not materially weaken shareholder protections.

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

On July 25, 2025, 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: 11,544,011 common shares

2.	Estimated Acquisition Amount: KRW 800,000,000,000
	* Of the 800 billion KRW worth of treasury shares to be acquired by trust, approximately 600 billion KRW is expected to be acquired by December 31, 2025, and the remaining approximately 200 billion KRW will be acquired by January 30, 2026.

3. Scheduled Acquisition Period: July 31, 2025 - January 30, 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 July 25, 2025: -Acquisition within the profits available for dividends: None -Other Acquisition: 1 common shares

8. Date of resolution by the board of directors: July 25, 2025

9. Estimated acquisition amount: KRW 69,300

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			650,111,931,310
3. Amount of 'dividends' and related 'earned profit reserve' decided at annual general meeting of shareholders after previous fiscal year end			267,754,714,560
4. Amount of 'interim/quarterly dividends' and related 'earned profit reserves' decided by board of directors after previous fiscal year end			554,859,088,290
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)			2,599,314,886,722

11. Other Considerations - This contract pertains to entering into a new trust agreement for the acquisition of treasury shares. - The above ‘6. Treasury stock holdings before contract-acquisition for other reasons' is the fractional shares acquired during the comprehensive stock exchange process (Orange Life, Neoplux, etc). - Regarding “7. Date of board resolution (decision date)- Attendance of auditors (members of Audit Committee who are not outside directors," all members of Shinhan Financial Group's Audit Committee are outside directors. -The above "9. Number of shares to be acquired" is calculated by dividing the above "1. Contract Amount (KRW)" by the "10. Estimated acquisition amount(KRW)". The actual number of shares may change depending on future stock price fluctuations. - The above"10. Estimated acquisition amount(KRW)' is based on the closing price on the day before the board resolution date (July 24, 2025). Therefore, the actual acquisition amount may vary due to stock price fluctuations. - The above"11. Expected Holding Period after Acquisition" may change depending on various management factors, such as the company's financial status and market conditions. However, since these treasury shares are intended for cancellation, they will be canceled following the necessary procedures after the trust contract ends.

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: July 25, 2025				By:		/s/ CHUN Sang Yung
				Name: CHUN Sang Yung
				Title: Chief Financial Officer

FAQ

How many Shinhan Financial Group (SHG) shares will be repurchased?

Up to 11,544,011 common shares, subject to price movements.

What is the total budget for the SHG buyback trust?

The board approved a budget of KRW 800 billion.

When will the share repurchase occur?

Between 31 July 2025 and 30 January 2026.

What will happen to the repurchased SHG shares?

They are intended for cancellation after the trust ends.

Which broker is executing the buyback?

NH Investment & Securities Co., Ltd. is the entrusted broker.