SK Telecom (SKM) to transfer 195,245 treasury shares for 2022 executive stock options

Rhea-AI Filing Summary

SK Telecom Co., Ltd. plans to dispose of 195,245 treasury common shares to settle exercisable stock options granted in 2022. The disposal price is 56,860 Won per share, for an estimated aggregate value of 11,101,630,700 Won.

The shares will be transferred over the counter from February 12, 2026 to March 25, 2027 to 10 current and retired executive officers, reflecting the initial exercise of stock options previously approved by shareholders. Before this disposal, the company held 1,805,440 treasury common shares acquired within a dividend-related limit.

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 FEBRUARY 2026

Commission File Number: 333-04906

SK Telecom Co., Ltd.

(Translation of registrant’s name into English)

65, Euljiro, Jung-gu

Seoul 04539, 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 ☐

Disposal of Treasury Shares

1. Number of Treasury Shares to be Disposed

Common shares

195,245

Preferred shares

—

2. Price of the Treasury Shares to be Disposed (Won)

Common shares

56,860

Preferred shares

—

3. Estimated Aggregate Disposal Value (Won)

Common shares

11,101,630,700

Preferred shares

—

4. Disposal Period

From

February 12, 2026

To

March 25, 2027

5. Purpose of Disposal

Disclosure of the entire stock option grant approved at a previous annual general meeting of shareholders due to the initial exercise of stock options

6. Method of Disposal

Over-the-counter

7. Disposal Counterparties

10 current and retired executive officers

8. Investment Brokerage Agent

—

9. Treasury Shares Held Before Disposal

Acquisition within Limit Based on Maximum Amount of Dividends Payable

Common shares

1,805,440

Percentage of shares (%)

0.84

Preferred shares

—

Percentage of shares (%)

—

Other Acquisition

Common shares

—

Percentage of shares (%)

—

Preferred shares

—

Percentage of shares (%)

—

10. Date of Decision of Disposal

February 4, 2026

• Attendance of Outside Directors

—

• Attendance of Auditors (Audit Committee Members who are not Outside Directors)

—

11. Maximum Daily Sale Order

Common shares

—

Preferred shares

—

12. Other Matters Relating to an Investment Decision

• In accordance with Article 5-9 of the Regulation on Securities Issuance and Disclosure, this report concerns the disclosure of all stock options granted at the general meeting of shareholders held in 2022 (the “2022 General Meeting of Shareholders”) as shares scheduled for disposal, triggered by the initial exercise of stock options by certain of the grantees. Currently, 2,465 shares have been confirmed for disposal (exercising grantee: one retired executive officer).

• Regarding Item 1 above, in accordance with Article 5-9 of the Regulation on Securities Issuance and Disclosure, the number of treasury shares to be disposed of includes all stock options granted at the 2022 General Meeting of Shareholders (415,716 shares), except shares for which rights have expired (220,471 shares). If stock options are exercised in the future, the number of treasury shares to be disposed of will be confirmed and distributed accordingly.

• As the holder of the stock options that were exercised at this time have elected for the “compensation in treasury shares for the difference in price” method, SK Telecom Co., Ltd. (the “Company”) will transfer treasury shares equivalent in value to the difference between the exercise price and the closing market price on the exercise date. A total of 21,743 stock options have been exercised, and 2,465 shares have been confirmed for payment. The number of shares to be disposed of was calculated based on the closing market price on the stock option exercise date.

• Among the exercisable stock options, 173,502 shares remain unconfirmed for disposal and may be subject to change depending on future exercise requests and methods of settlement.

(Unit: shares and Won)
Classification		Exercisable stock options		Exercised		Not yet exercised		Exercise price		Exercisable period
Granted in 2022		195,245		21,743		173,502		56,860		March 25, 2027
Total		195,245		21,743		173,502

• Regarding Item 2 above, the price of the treasury shares to be disposed of is the exercise price of the stock options.

• Regarding Item 3 above, the estimated aggregate disposal value has been calculated by multiplying the number of shares to be disposed of by the disposal price per share.

• Regarding Item 6 above, the disposal will be implemented by the transfer of shares from the Company’s securities account for treasury shares to the securities account of each recipient.

• Pursuant to Article 176-2 of the Financial Investment Services and Capital Markets Act, a separate resolution by the board of directors is not required.

[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

—

—

—

—

—

—

Preferred shares

—

—

—

—

—

—

Over-the-counter acquisition

Common shares

—

—

—

—

—

—

Preferred shares

—

—

—

—

—

—

Tender offer

Common shares

—

—

—

—

—

—

Preferred shares

—

—

—

—

—

—

Subtotal (a)

Common shares

—

—

—

—

—

—

Preferred shares

—

—

—

—

—

—

Held in trust by broker

Common shares

—

—

—

—

—

—

Method of acquisition						Type of shares		Beginning		Change						End		Notes
										Acquired (+)		Disposed (–)		Cancelled (–)
		Acquisition through broker				Preferred shares		—		—		—		—		—		—
				Held by Company		Common shares		1,807,778		—		2,338		—		1,805,440		—
						Preferred shares		—		—		—		—		—		—
				Subtotal (b)		Common shares		1,807,778		—		2,338		—		1,805,440		—
						Preferred shares		—		—		—		—		—		—
Other acquisition (c)						Common shares		—		—		—		—		—		—
						Preferred shares		—		—		—		—		—		—
Total (a+b+c)						Common shares		1,807,778		—		2,338		—		1,805,440		—
						Preferred shares		—		—		—		—		—		—

[Additional Disclosure Items]

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

• Individual(s) who exercised stock options granted at the March 2022 Annual General Meeting of Shareholders

2. Reason for selection of counterparties to the disposal

• Grant of stock options at the March 2022 Annual General Meeting of Shareholders

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

• Number of stock options granted at the March 2022 Annual General Meeting of Shareholders

4. Basis for price calculation

• Exercise price of the stock options granted at the March 2022 Annual General Meeting of Shareholders

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

• While the number of outstanding shares will increase by the number of shares transferred based on the application of the “compensation in treasury shares for the difference in price” method (not the entire number of treasury shares scheduled for disposal (195,245 shares)), considering the total number of outstanding shares, the dilutive effect on the value of the Company’s shares is expected to be limited.

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 TELECOM CO., LTD.
(Registrant)
By:		/s/ Taehee Kim

(Signature)
Name:		Taehee Kim
Title:		Vice President

Date: February 4, 2026

FAQ

What did SK Telecom (SKM) announce in this Form 6-K?

SK Telecom disclosed a planned disposal of 195,245 treasury common shares to cover the exercise of stock options granted in 2022. These shares will be transferred to 10 current and retired executive officers under a previously approved stock option program.

How many SK Telecom treasury shares are being disposed of and at what price?

SK Telecom plans to dispose of 195,245 treasury common shares at an exercise price of 56,860 Won per share. This corresponds to an estimated aggregate disposal value of 11,101,630,700 Won for settling stock options granted to executives.

Over what period will SK Telecom (SKM) dispose of the treasury shares?

The disposal period for SK Telecom’s treasury shares runs from February 12, 2026 to March 25, 2027. During this time, shares will be transferred over the counter to executives exercising their stock options granted in 2022.

Who are the counterparties for SK Telecom’s treasury share disposal?

The counterparties are 10 current and retired executive officers of SK Telecom. They are exercising stock options that were approved at a prior annual general meeting of shareholders, and will receive treasury shares through over-the-counter transactions.

What was SK Telecom’s treasury share balance before this planned disposal?

Before the planned disposal, SK Telecom held 1,805,440 treasury common shares acquired within a limit based on the maximum amount of dividends payable. This balance will be reduced as shares are used to satisfy stock option exercises by executives.

What stock option details did SK Telecom (SKM) provide in the filing?

SK Telecom reported 195,245 stock options granted in 2022, of which 21,743 have been exercised and 173,502 remain unexercised. The exercise price is 56,860 Won per share, with an exercisable period ending on March 25, 2027 for these options.