SHG Board Approves KRW 800 B Share Cancellation Program

Rhea-AI Filing Summary

Shinhan Financial Group (SHG) board approved a sizable share-cancellation program. The group intends to repurchase and retire up to 11,544,011 common shares (≈2.4% of the current 485.5 million shares outstanding). Using the 24 Jul 2025 closing price of KRW 69,300, the transaction is valued at KRW 800 billion.

• Acquisition window: 31 Jul 2025 – 30 Jan 2026 via open-market purchases on KRX.
• Capital structure: Shares outstanding will fall, but stated capital remains unchanged as cancellation is executed within distributable profit under Article 343 of the Korean Commercial Code.
• Flexibility: Final share count may vary with price; exact cancellation date will be disclosed later.

The move follows a same-day 6-K announcing the treasury-share acquisition plan and signals management’s commitment to shareholder returns through balance-sheet deployment.

Positive

• Material share cancellation (≈2.4% of shares) should improve EPS and ROE, supporting valuation.
• KRW 800 bn deployment demonstrates management confidence in capital strength and commitment to shareholder returns.

Negative

• Large cash outlay could reduce financial flexibility if economic conditions worsen.
• Final share count uncertain, creating execution risk tied to market price fluctuations.

Insights

Equity Analyst

TL;DR: 2.4 % share cancel is shareholder-friendly, mild EPS accretion, limited balance-sheet strain.

KRW 800 bn equates to roughly 1 % of SHG’s 2024 total assets and ~7 % of FY-24 net profit, a manageable outlay for Korea’s second-largest financial group. Retiring 11.5 m shares should lift EPS and ROE modestly while signalling confidence in capital adequacy. Impact is contingent on execution price and regulatory approval but overall enhances capital-return narrative in a sector still trading below book.

Banking Sector Risk Analyst

TL;DR: Low risk; buyback reduces surplus capital but leaves buffers intact.

SHG cancels shares using distributable profits, so statutory capital remains unchanged. CET1 ratio (not disclosed here) is historically >12 %; even after KRW 800 bn spend, liquidity profile should remain solid. Key risks are market-price volatility affecting share count and potential supervisory scrutiny if macro conditions deteriorate. Overall credit profile unaffected.

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 July 2025

Commission File Number: 001-31798

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SHINHAN FINANCIAL GROUP CO., LTD.

(Translation of registrant's name into English)

———————————

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

———————————

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 

Announcement on Cancellation of Shares

On July 25, 2025, the board of directors of Shinhan Financial Group Co., Ltd. (hereafter “SFG”) resolved to cancel the treasury shares to be acquired pursuant to the announcement on Form 6-K dated July 25, 2025.

1. Class and Number of Shares to be Cancelled				Common shares			11,544,011
				Preferred shares			-
2. Total Number of Shares Issued				Common shares			485,494,934
				Preferred shares			-
3. Face Value per Share				KRW 5,000
			4. Estimated Amount to be Cancelled						KRW 800,000,000,000
5. Scheduled Period of Acquisition of Treasury Shares   for Cancellation						From		July 31, 2025
					To		January 30, 2026
6. Acquisition Method of Treasury Shares to be Cancelled						Purchase on the stock exchange(KRX)
7. Scheduled Date of Cancellation				To be determined
8. Date of resolution by the board of directors				July 25, 2025

9. Other considerations:

• Pursuant to Paragraph 1 of Article 343 of the Korean Commercial Code, the above share cancellation will proceed within the limit of profits available for dividends. While the number of shares issued will decrease, the total capital amount will not change due to the share cancellation.

• The above “1. Class and Number of Shares to be Cancelled – Common shares” and “4. Estimated Amount to be Cancelled” are calculated using the closing price(KRW 69,300) of common shares of SFG on July 24, 2025 (one day prior to this announcement). The actual number of shares to be cancelled is subject to change depending on share price fluctuation and will be disclosed before the cancellation.

• SFG plans to cancel the treasury shares following the completion of the acquisition of the treasury shares. For detailed information regarding acquisition of the treasury shares, please refer to another Form 6-K announcement of SFG in respect of acquisition of the treasury shares made on the date hereof.

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 shares will be cancelled?

Up to 11,544,011 common shares, subject to adjustment based on market price.

What is the estimated cost of the SHG share cancellation?

Management estimates KRW 800 billion using the 24 Jul 2025 closing price of KRW 69,300.

When will Shinhan Financial Group buy back the shares?

The acquisition window is 31 Jul 2025 to 30 Jan 2026 via open-market purchases on the Korea Exchange.

Will the cancellation affect SHG’s stated capital?

No. Under Korean Commercial Code Article 343, capital remains unchanged; only the share count drops.

Why is Shinhan cancelling treasury shares instead of holding them?

Cancellation permanently reduces outstanding shares, boosting per-share metrics and signalling confidence in future earnings.

When is the exact cancellation date?

The specific cancellation date is yet to be determined and will be disclosed once finalized.