SK hynix (SKHY) to grant treasury stock to independent directors

Rhea-AI Filing Summary

SK hynix Inc. approved the disposal of 82 treasury common shares to compensate independent directors, at 1,495,000 Won per share for an estimated aggregate value of 122,590,000 Won. The disposal is scheduled between August 8 and September 7, 2026.

The shares will be transferred to independent directors through SK Securities Co., Ltd. SK hynix held 1,626,236 treasury common shares acquired within the dividend-limit framework, plus 73 from other acquisition methods, before this decision. Shareholders approved the treasury-share plan on March 25, 2026, and the board resolved this disposal on August 7, 2026.

Key Figures

Treasury shares to be disposed: 82 common shares Disposal price per share: 1,495,000 Won Estimated aggregate disposal value: 122,590,000 Won +5 more

8 metrics

Treasury shares to be disposed 82 common shares For compensation to independent directors

Disposal price per share 1,495,000 Won Price of treasury common shares to be disposed

Estimated aggregate disposal value 122,590,000 Won Value of treasury common shares to be disposed

Disposal period start August 8, 2026 Start of treasury share disposal period

Disposal period end September 7, 2026 End of treasury share disposal period

Treasury shares held before disposal 1,626,236 common shares Acquisition within limit based on maximum amount of dividends payable

Total treasury shares end balance 1,626,309 common shares Total common treasury shares after prior acquisitions, disposals and cancellations

Initial treasury shares balance 17,377,728 common shares Beginning balance within dividend-limit acquisition category

Key Terms

treasury shares, independent directors, tender offer, maximum amount of dividends payable, +1 more

5 terms

treasury shares financial

"Decision on Disposal of Treasury Shares On August 7, 2026, the board of directors"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

independent directors financial

"for the purpose of granting shares as compensation to its independent directors"

Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

tender offer financial

"Tender offer | | Common shares | | - | | - | | - | | -"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

maximum amount of dividends payable financial

"Acquisition within limit based on maximum amount of dividends payable | | Common shares"

over-the-counter acquisition financial

"Over-the-counter acquisition | | Common shares | | - | | - | | -"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What treasury shares will SK hynix (SKHY) dispose of for director compensation?

SK hynix will dispose of 82 treasury common shares to compensate its independent directors. These shares are priced at 1,495,000 Won each, giving an estimated aggregate disposal value of 122,590,000 Won during the specified period.

Over what period will SK hynix (SKHY) carry out the treasury share disposal?

The disposal period runs from August 8, 2026 to September 7, 2026. Within this window, SK hynix plans to transfer 82 treasury common shares to its independent directors as part of their compensation.

How many treasury shares does SK hynix (SKHY) hold before this planned disposal?

Before the disposal, SK hynix holds 1,626,236 treasury common shares acquired within the dividend-limit framework and an additional 73 treasury shares from other acquisitions, for a total of 1,626,309 treasury common shares.

Who will receive the treasury shares SK hynix (SKHY) plans to dispose of?

The disposal counterparties are independent directors of SK hynix. The 82 treasury common shares will be granted as part of their compensation, using SK Securities Co., Ltd. as the investment brokerage agent for the transaction.

Which approvals support SK hynix (SKHY)'s treasury share disposal decision?

Shareholders approved the plan for holding and disposing of treasury shares on March 25, 2026. The board of directors then resolved this specific disposal for independent director compensation on August 7, 2026, with all six independent directors present.

What was SK hynix (SKHY)'s previous treasury share activity before this disposal?

Within the dividend-limit framework, SK hynix had a beginning balance of 17,377,728 treasury common shares, with 451,492 disposed and 15,300,000 cancelled, leaving 1,626,236. A further 73 shares were obtained through other acquisition methods.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF AUGUST 2026

Commission File Number: 001-43391

SK hynix Inc.

(Translation of registrant’s name into English)

2091, Gyeongchung-daero

Bubal-eup, Icheon-si

Gyeonggi-do 17336, Korea

(Address of principal executive office)

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 ☐

Decision on Disposal of Treasury Shares

On August 7, 2026, the board of directors (the “Board of Directors”) of SK hynix Inc. (the “Company”) approved the Company’s disposal of treasury shares for the purpose of granting shares as compensation to its independent directors.

1. Number of Treasury Shares to be Disposed				Common shares		82
				Other shares		—
2. Price of the Treasury Shares to be Disposed (Won)				Common shares		1,495,000
				Other shares		—
3. Estimated Aggregate Disposal Value (Won)				Common shares		122,590,000
				Preferred shares		—
4. Disposal Period				From		August 8, 2026
				To		September 7, 2026
5. Purpose of Disposal						Payment of compensation to independent directors
6. Method of Disposal						Other
7. Disposal Counterparties						Independent directors
8. Investment Brokerage Agent						SK Securities Co., Ltd.
9. Treasury Shares Held Before Disposal		Acquisition within Limit Based on Maximum Amount of Dividends Payable		Common shares		1,626,236		Percentage of shares (%)		0.2
				Other shares		—		Percentage of shares (%)		—
		Other Acquisition		Common shares		73		Percentage of shares (%)		0.0
				Other shares		—		Percentage of shares (%)		—
10. Date of Approval by the General Meeting of Shareholders of the Plan for Holding and Disposal of Treasury Shares						March 25, 2026
11. Date of Resolution by the Board of Directors						August 7, 2026
-   Attendance of Independent Directors						Present: 6; Absent: 0
-   Attendance of Auditors (Audit Committee Members who are not Independent Directors)						—
12. Maximum Daily Sale Order				Common shares		—
				Preferred shares		—

13. Other Matters Relating to an Investment Decision

• The number of treasury shares scheduled to be disposed set forth in Item 1 above may change within the limit approved by the Board of Directors depending on stock price fluctuations at the time of the delivery of the treasury shares.

• The price of the treasury shares to be disposed set forth in Item 2 above is based on the closing price as of August 6, 2026, the day immediately preceding the date of the resolution by the Board of Directors.

• The estimated aggregate disposal value set forth in Item 3 above is calculated by multiplying the closing price on the day immediately preceding the resolution by the Board of Directors by the number of treasury shares scheduled to be disposed, and the actual number of shares, share price and disposal amount may change as of the date of disposal.

• Regarding Item 4 above, the delivery of the treasury shares is expected to take place on or after August 19, 2026.

• Regarding Item 6 above, the treasury shares will be transferred from the Company’s treasury share account to the individual accounts of the recipients.

[Treasury Shares Held Prior to Decision on Disposal of Treasury Shares]

(Unit: shares)

Method of acquisition						Type of shares		Beginning		Change						End		Notes
										Acquired (+)		Disposed (–)		Cancelled (–)
Acquisition within limit based on maximum amount of dividends payable		Direct acquisition		Direct acquisition through stock exchange		Common shares		17,377,728		-		451,492		15,300,000		1,626,236		-
						Other shares		-		-		-		-		-		-
				Over-the-counter acquisition		Common shares		-		-		-		-		-		-
						Other shares		-		-		-		-		-		-
				Tender offer		Common shares		-		-		-		-		-		-
						Other shares		-		-		-		-		-		-
				Subtotal (a)		Common shares		17,377,728		-		451,492		15,300,000		1,626,236		-
						Other shares		-		-		-		-		-		-
		Acquisition through broker		Held in trust by broker		Common shares		-		-		-		-		-		-
						Other shares		-		-		-		-		-		-
				Held by Company		Common shares		-		-		-		-		-		-
						Other shares		-		-		-		-		-		-
				Subtotal (b)		Common shares		-		-		-		-		-		-
						Other shares		-		-		-		-		-		-
Other acquisition (c)						Common shares		-		73		-		-		73		-
						Other shares		-		-		-		-		-		-
Total (a+b+c)						Common shares		17,377,728		73		451,492		15,300,000		1,626,309		-
						Other shares		-		-		-		-		-		-

* The Company acquired 73 treasury shares in May 2026 through a fractional share settlement in connection with the exercise of a clean-up call option relating to the exchangeable bonds issued by the Company on April 11, 2023.

** The “Beginning” amount above refers to the number of treasury shares held as of January 1, 2026, the beginning of the current fiscal year, and the “End” amount above refers to the number of treasury shares held as of August 7, 2026, the date of this report.

[Additional Disclosure Items]

1. Relationship between the Company or its largest shareholder and each counterparty to the disposal

• Six independent directors.

2. Reason for selection of counterparties to the disposal

• To implement compensation for independent directors currently in office as of the payment date, reflecting changes to compensation in consideration of the expansion of legal liability of directors, the increasing sophistication of their roles and the broadening scope of business areas subject to board oversight, as well as competitive compensation levels and the level of difficulty of their duties.

3. Number of shares disposed of per counterparty (shares)

• 82 common shares of the Company.

4. Basis for price calculation

• Based on the closing price as of August 6, 2026, the day immediately preceding the date of the resolution by the Board of Directors.

5. Expected dilutive effect on the value of the Company’s shares

• The number of treasury shares scheduled to be disposed represents less than 0.0001% of the total number of issued shares, and the dilutive effect on the value of the Company’s shares is insignificant.

6. Other Matters for Investment Consideration

• Not applicable.

SIGNATURE

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.

SK hynix Inc.
(Registrant)
By:		/s/ Seonghwan Park
(Signature)
Name: Seonghwan Park
Title: Head of Investor Relations

Date: August 7, 2026