SK Telecom (NYSE: SKM) uses treasury shares for director and executive bonuses

Rhea-AI Filing Summary

SK Telecom Co., Ltd. plans to dispose of 51,952 treasury common shares to provide stock-based bonuses to its independent non-executive directors and long-term incentive awards to executives. The shares will be transferred over-the-counter between April 28 and May 31, 2026 at ₩100,000 per share, for an estimated total of ₩5,195,200,000. The company states this represents about 0.02% of its 214,790,053 issued common shares, so the expected dilutive impact is limited.

Key Figures

Treasury shares disposed: 51,952 shares Disposal price per share: ₩100,000 per share Estimated aggregate disposal value: ₩5,195,200,000 +5 more

8 metrics

Treasury shares disposed 51,952 shares Common shares for stock compensation

Disposal price per share ₩100,000 per share Based on April 24, 2026 closing price

Estimated aggregate disposal value ₩5,195,200,000 Common shares compensation transaction

Disposal period April 28, 2026 to May 31, 2026 Over-the-counter transfer window

Treasury shares before disposal 1,789,157 shares Common treasury shares held; 0.83% of shares

Issued common shares 214,790,053 shares Total issued common shares referenced for dilution

Disposal as % of issued shares 0.02% Stated dilutive effect of disposal

Shares for executives 49,152 shares Settlement of long-term incentive compensation

Key Terms

treasury shares, independent non-executive director, long-term incentive compensation, over-the-counter, +1 more

5 terms

treasury shares financial

"the Company’s disposal of treasury shares for the purpose of granting shares as bonus compensation"

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 non-executive director financial

"granting shares as bonus compensation to its independent non-executive directors"

An independent non-executive director is a board member who is not part of a company’s day-to-day management and has no close ties to major owners, so they can offer unbiased oversight of strategy, risks, and executive pay. For investors, they act like an impartial referee who helps prevent conflicts of interest, improve transparency and hold management accountable, which can reduce governance risk and protect shareholder value.

long-term incentive compensation financial

"long-term incentive stock awards for executives and settlement of long-term incentive compensation for executives"

Long-term incentive compensation is pay awarded to executives or key employees that vests over multiple years and is tied to future company performance, often delivered as stock, options, or multi-year cash bonuses. Think of it as a multi-year reward plan that only pays out if certain goals are met, so it aligns managers’ interests with shareholders. Investors watch it because it affects future costs, share dilution and signals how leadership is motivated to grow value over time.

over-the-counter financial

"Method of Disposal | | Over-the-counter"

Over-the-counter describes securities or trades that occur directly between buyers and sellers rather than on a formal stock exchange. Think of it like buying at a flea market instead of a big supermarket: prices, rules and transparency can vary, which can mean lower liquidity, wider price swings and less regulatory oversight—factors investors watch because they affect ease of trading and risk level.

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.

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

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 APRIL 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 ☐

Decision on Disposal of Treasury Shares

On April 27, 2026, the board of directors of SK Telecom Co., Ltd. (the “Company”) approved the Company’s disposal of treasury shares for the purpose of granting shares as bonus compensation to its independent non-executive directors.

1. Number of Treasury Shares to be Disposed				Common shares		51,952
				Preferred shares		—
2. Price of the Treasury Shares to be Disposed (Won)				Common shares		100,000
				Preferred shares		—
3. Estimated Aggregate Disposal Value (Won)				Common shares		5,195,200,000
				Preferred shares		—
4. Disposal Period				From		April 28, 2026
				To		May 31, 2026
5. Purpose of Disposal						Stock Compensation for Independent Non-executive Director and Long-Term Incentive Stock Awards for Executives
6. Method of Disposal						Over-the-counter
7. Disposal Counterparties						Independent Non-executive Director and Executives, including Former Executives
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		1,789,157		Percentage of shares (%)		0.83
				Preferred shares		—		Percentage of shares (%)		—
		Other Acquisition		Common shares		—		Percentage of shares (%)		—
				Preferred shares		—		Percentage of shares (%)		—
10. Date of Resolution by the Board of Directors						April 27, 2026
-   Attendance of Outside Directors						Present: 5; Absent: 0
-   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

- Items 1, 2 and 3 above are based on the closing price of the Company’s shares on April 23, 2025, the day before the date of the resolution by the board of directors.

- The actual number, price and aggregate value of the treasury shares to be disposed may change as of the date of disposal.

- Regarding Item 5 above, the purpose of the disposal is to grant 4,860 treasury shares to five independent non-executive directors through the Company’s compensation program for its independent non-executive directors, which is tied to the Company’s enterprise value and under which the Company grants treasury shares as a portion of the independent non-executive directors’ compensation. The number of treasury shares granted to each independent non-executive director varies depending on factors including the role and responsibility of each independent non-executive director. In addition, the long-term incentive stock-based compensation for executives is intended to deliver an aggregate of 49,152 shares to 128 recipients pursuant to long-term incentive compensation agreements. The number of shares to be delivered to each individual represents the number of shares remaining after taxes and other applicable deductions, following the final determination of the settlement quantity.

- This decision to dispose of treasury shares is expected to be carried out within the scope of the “the Plan for Holding and Disposal of Treasury Shares” approved at the 42nd Annual General Meeting of Shareholders held on March 26, 2026.

[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		—		—		—		—		—		—
		Acquisition through broker		Held in trust by broker		Common shares		—		—		—		—		—		—
						Preferred shares		—		—		—		—		—		—
				Held by Company		Common shares		1,807,778		—		14,621		—		1,789,157		—
						Preferred shares		—		—		—		—		—		—
				Subtotal (b)		Common shares		1,807,778		—		14,621		—		1,789,157		—
						Preferred shares		—		—		—		—		—		—

Method of acquisition						Type of shares		Beginning		Change						End		Notes
										Acquired (+)		Disposed (–)		Cancelled (–)
Other acquisition (c)						Common shares		—		—		—		—		—		—
						Preferred shares		—		—		—		—		—		—
Total (a+b+c)						Common shares		1,807,778		—		14,621		—		1,789,157		—
						Preferred shares		—		—		—		—		—		—

- The “Beginning” above refers to the number of treasury shares held as of January 1, 2026, the beginning of the current fiscal year, and the “End” refers to the number of treasury shares held as of April 27, 2026, the filing date of this disclosure document.

[Additional Disclosure Items]

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

- Five outside directors and 128 executives, including former executives

2. Reasons for selection of counterparties to the disposal

- To implement stock-based compensation for outside directors and long-term incentive compensation agreements

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

- 2,800 shares for independent non-executive directors and 49,152 shares for settlement of long-term incentive compensation for executives

4. Basis for price calculation

- The number of shares scheduled for disposal set forth in Item 1 above, the disposal price per share set forth in Item 2 above, and the total disposal amount set forth in Item 3 above are based on the closing price as of April 24, 2026, the day immediately preceding the date of the Board resolution. However, the actual share price and disposal amount at the time of disposal may vary.

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

- The number of shares scheduled for disposal set forth in Item 1 above represents approximately 0.02% of the total number of issued shares, which is 214,790,053 common shares. As the shares will be delivered through an off-market disposal, the impact is expected to be limited.

6. Other Matters for Investment Consideration

- Not applicable.

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.

SK TELECOM CO., LTD.
(Registrant)
By:		/s/ Taehee Kim
(Signature)
Name: Taehee Kim
Title: Vice President

Date: April 27, 2026

FAQ

What did SK Telecom (SKM) decide regarding its treasury shares?

SK Telecom approved disposing of 51,952 treasury common shares to fund stock-based bonuses. The shares will go to independent non-executive directors and executives as compensation, rather than being sold in the open market, keeping the transaction internally focused.

What is the disposal price and total value of SK Telecom’s treasury shares?

Each treasury common share is priced at ₩100,000, giving an estimated aggregate disposal value of ₩5,195,200,000. The price is based on the closing price on April 24, 2026, immediately before the board resolution approving this compensation-related transaction.

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

The disposal period runs from April 28, 2026 to May 31, 2026. During this time, treasury shares will be delivered over-the-counter to the designated independent non-executive director and executives as part of stock compensation and long-term incentive plans.

How dilutive is SK Telecom’s planned disposal of treasury shares?

The company states the 51,952 shares represent about 0.02% of its 214,790,053 issued common shares. Because the shares are delivered off-market to insiders as compensation, SK Telecom expects only a limited impact on overall share value and dilution.

Who will receive SK Telecom’s disposed treasury shares and in what amounts?

Five outside directors and 128 executives, including former executives, will receive the shares. 2,800 shares are earmarked for the independent non-executive directors, while 49,152 shares will settle long-term incentive compensation obligations owed to executives.

How many treasury shares did SK Telecom hold before this disposal decision?

Before the decision, SK Telecom held 1,789,157 treasury common shares, equal to 0.83% of its shares. These were held by the company under an acquisition within the limit based on the maximum amount of dividends payable, with no preferred treasury shares outstanding.