Woori Financial Group board backs Tongyang Life exchange

Woori Financial Group Inc. reports that its board of directors approved a share exchange with TONGYANG Life Insurance Co., Ltd. to make Tongyang Life Insurance a wholly owned subsidiary.

Rhea-AI Filing Summary

Woori Financial Group Inc. reports that its board of directors approved a share exchange with TONGYANG Life Insurance Co., Ltd. to make Tongyang Life Insurance a wholly owned subsidiary. The board initially resolved to approve the share exchange agreement on April 24, 2026.

On July 24, 2026, the board granted approval for the share exchange in lieu of holding a shareholders’ meeting. The company states that additional details of the share exchange are provided in earlier disclosures referenced in this report.

Key Figures

Board resolution date: April 24, 2026 Board approval in lieu of shareholders’ meeting: July 24, 2026

2 metrics

Board resolution date April 24, 2026 Date the board resolved to approve the share exchange agreement

Board approval in lieu of shareholders’ meeting July 24, 2026 Date the board approved the share exchange instead of holding a shareholders’ meeting

Key Terms

Form 6-K, foreign private issuer, share exchange, wholly owned subsidiary, +1 more

5 terms

Form 6-K regulatory

"Form 6-K REPORT OF FOREIGN PRIVATE ISSUER pursuant to Rule 13a-16"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER pursuant to Rule 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

share exchange financial

"approved a share exchange agreement with TONGYANG Life Insurance Co., Ltd."

A share exchange is a transaction where shareholders trade their stock in one company for stock in another, usually as part of a merger, acquisition or corporate reorganization. Think of it like swapping baseball cards: you give up a card from one team and receive cards from another; for investors this matters because it changes who owns the company, how much each share represents, and the future value and voting power of their investment.

wholly owned subsidiary financial

"to incorporate Tongyang Life Insurance as a wholly owned subsidiary of Woori Financial Group."

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

in lieu of holding a shareholders’ meeting regulatory

"obtained the approval of its board of directors in lieu of holding a shareholders’ meeting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Woori Financial Group (WF) approve regarding Tongyang Life Insurance?

Woori Financial Group’s board approved a share exchange with Tongyang Life Insurance Co., Ltd. to make Tongyang Life Insurance a wholly owned subsidiary. This approval confirms the group’s intention to integrate the insurer fully within its corporate structure.

When did Woori Financial Group (WF) first resolve to approve the share exchange?

The board of Woori Financial Group resolved to approve the share exchange agreement on April 24, 2026. This initial resolution covered the agreement to incorporate Tongyang Life Insurance as a wholly owned subsidiary through a share-based transaction.

What is the purpose of the Woori Financial Group (WF) and Tongyang Life Insurance share exchange?

The share exchange aims to make Tongyang Life Insurance Co., Ltd. a wholly owned subsidiary of Woori Financial Group Inc. By exchanging shares, Woori Financial Group intends to gain full ownership of the life insurance company within its consolidated group.

How was the share exchange approved without a shareholders’ meeting at Woori Financial Group (WF)?

On July 24, 2026, Woori Financial Group obtained board approval in lieu of holding a shareholders’ meeting for the share exchange. The board’s decision replaced the need for a separate shareholder vote for this transaction.

Where can investors find more details about the Woori Financial Group (WF) share exchange?

Further information is available in the prior disclosures referenced in this report, including earlier documents describing the share exchange between Woori Financial Group Inc. and Tongyang Life Insurance Co., Ltd. Those materials outline the detailed transaction terms.

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

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Accepted by SEC EDGAR 07/24/2026 - 06:00 AM EDT Learn about SEC filing dates

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number: 001-31811

Woori Financial Group Inc.

(Translation of registrant’s name into English)

51, Sogong-ro, Jung-gu, Seoul, 04632, 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 ☐

Approval of Board of Directors

Regarding the Share Exchange with TONGYANG Life Insurance Co., Ltd.

On April 24, 2026, the board of directors of Woori Financial Group Inc. (“Woori Financial Group”) passed a resolution to approve a share exchange agreement with TONGYANG Life Insurance Co., Ltd. (“Tongyang Life Insurance”) to incorporate Tongyang Life Insurance as a wholly owned subsidiary of Woori Financial Group. On July 24, 2026, Woori Financial Group obtained the approval of its board of directors in lieu of holding a shareholders’ meeting for the share exchange.

For more details about this share exchange, please refer to the prior disclosures on the forms listed below:

• Form 6-K on April 24, 2026, Decision on Share Exchange

• Form 6-K on April 24, 2026, Notice of Record Date

• Form 6-K/A on April 29, 2026, Decision on Share Exchange

• Form 6-K/A on May 14, 2026, Decision on Share Exchange

• Form CB on July 16, 2026, Tender Offer/Rights Offering Notification Form

※ Remaining major events

• Effective date of share exchange: August 11, 2026 (expected)

• Listing of new shares of Woori Financial Group: August 31, 2026 (expected)

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.

				Woori Financial Group Inc.
				(Registrant)
Date: July 24, 2026				By:		/s/ Seong Min Kwak
				(Signature)
				Name:  Seong Min Kwak
				Title:  Deputy President