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Woori Financial Group Inc. amended its prior disclosure about the planned share exchange with Tongyang. Shareholders holding 4,396,004 dissenting shares, equal to 0.6% of Woori’s 734,076,320 issued common shares, opposed the small-scale share exchange, well below the 20% threshold that would have required a general meeting of shareholders. As a result, Woori can proceed with the small-scale share exchange using board approval as originally planned, while Tongyang will still seek approval at an extraordinary shareholders’ meeting. Woori also now expects the transaction to rely on the Rule 802 exemption under the U.S. Securities Act and plans to furnish a Form CB with the SEC instead of filing a registration statement on Form F-4.
Woori Financial Group Inc. notifies shareholders that its Board approved a small-scale share exchange to acquire Tongyang Life Insurance by issuing newly created WFG common shares at an exchange ratio of 0.2521056 WFG share per Tongyang share. The Board resolved the Share Exchange under Korean law on April 24, 2026, and WFG says the number of shares to be issued does not exceed 10% of WFG’s issued shares.
WFG states that treasury shares held by Tongyang as of April 24, 2026 will be cancelled prior to the exchange and that any fractional shares will be paid in cash based on the closing price on initial listing. The transaction will increase WFG’s capital stock by KRW 43,484,375,000 (par value KRW 5,000 per share) and a capital surplus equal to the aggregate issue price less that capital stock increase, subject to applicable laws and accounting standards. ADR holders who wish to object must submit forms by May 8, 2026 (4:00 pm New York time). Expected dates listed include July 24, 2026 and August 11, 2026.
Woori Financial Group Inc. (WFG) plans a small-scale share exchange to acquire full ownership of TONGYANG Life Insurance Co., Ltd. Tongyang shareholders, other than WFG, will exchange their Tongyang common shares for newly issued WFG common shares at a fixed ratio of 0.2521056 WFG share per Tongyang share. Following the exchange, WFG will become Tongyang’s wholly-owning parent and Tongyang will be a wholly-owned subsidiary.
WFG’s capital stock will increase by KRW 43,484,375,000, calculated as the number of new shares issued multiplied by the KRW 5,000 par value. The number of new shares will not exceed 10% of WFG’s issued shares, allowing the Board to approve the transaction without a shareholder meeting under Korean law. WFG shareholders holding at least 20% of issued shares may block the small-scale treatment by formally dissenting, although dissenting WFG shareholders do not receive appraisal rights.
Woori Financial Group Inc. disclosed a proposed comprehensive share exchange to acquire Tongyang Life Insurance, using a market‑priced exchange ratio of 0.2521056 shares of WFG for each Tongyang Life share based on exchange prices of W8,720 and W34,589.
The companies executed the agreement April 29, 2026; WFG expects board approval on July 24, 2026, a share exchange date of August 11, 2026, and listing of newly issued WFG shares on August 31, 2026. The issuance represents approximately 1.19% of WFG’s currently issued shares. The exchange will convert fractional entitlements into cash based on the KRX closing price on listing date.
Woori Financial Group Inc. entered into a Share Exchange Agreement with Tongyang Life Insurance on April 29, 2026 to acquire all remaining Tongyang shares by issuing new WFG shares at an exchange ratio of 0.2521056, making Tongyang a wholly-owned subsidiary upon closing. The Share Exchange Date is set for August 11, 2026, subject to procedural adjustments by mutual agreement and satisfaction of customary conditions precedent.
The Agreement sets per-share values of KRW 34,589 for WFG and KRW 8,720 for Tongyang, and authorizes dividend payments within limits of approximately KRW 6,254.7 billion prior to the Share Exchange Date. WFG currently holds 75.34% of Tongyang as of the report.
Woori Financial Group Inc. filed an amended report clarifying that it entered into, rather than only planned to enter into, a comprehensive share exchange agreement with Tongyang Life Insurance on April 29, 2026.
Under the agreement, Tongyang shareholders (other than Woori) will exchange their shares for newly issued Woori shares at an exchange ratio of 0.2521056 Woori shares for each Tongyang share, based on per‑share values of KRW 34,589 for Woori and KRW 8,720 for Tongyang. After the exchange, Woori will own all Tongyang shares, turning Tongyang into a wholly owned subsidiary. The share exchange date is set for 00:00 on August 11, 2026, subject to possible rescheduling by mutual agreement. Woori may pay dividends within a limit of approximately KRW 6,254.7 billion before that date, and existing director and audit committee terms at Woori will remain unchanged.
Woori Financial Group Inc. approved a proposed share exchange to acquire the remaining common shares of TONGYANG Life Insurance Co., Ltd., converting Tongyang into a wholly-owned subsidiary by exchanging 0.2521056 WFG common shares for each Tongyang common share.
The Board approved the share exchange on April 24, 2026, the share exchange agreement is expected on April 29, 2026, the record date is May 6, 2026, shareholders' meeting is expected on July 24, 2026, the date of share exchange is August 11, 2026, and delivery/listing of new shares is expected on August 31, 2026. WFG currently owns 75.34% of Tongyang and Tongyang has 161,358,585 issued common shares.
Woori Financial Group Inc. has approved a quarterly cash dividend of KRW 220 per common share, with a total planned payout of KRW 160,828,546,780 based on 731,038,849 shares outstanding as of April 23, 2026.
The record date for receiving this dividend is May 11, 2026, and the scheduled payment date is May 29, 2026. The market price-dividend ratio is listed as 0.6%, showing the dividend level relative to recent share prices.
The dividend will be funded from capital reserve converted into retained earnings and is stated as not taxable dividend income under Korean income and corporate tax laws for most shareholders, with specific limits for certain large resident shareholders.
Woori Financial Group Inc. reported preliminary consolidated results for the first quarter of 2026 under Korean IFRS. Revenue reached 15,282,383 million KRW, with operating income of 808,150 million KRW and net income of 638,918 million KRW. Net income nearly doubled versus the previous quarter but was slightly below the same quarter a year earlier.
At wholly owned subsidiary Woori Bank, consolidated revenue was 12,001,481 million KRW, operating income was 663,926 million KRW, and net income was 522,130 million KRW. Net income rose sharply compared with the prior quarter but declined compared with the first quarter of 2025. All figures are preliminary and unaudited.
Woori Financial Group Inc. conducted an asset revaluation of land properties, including 203 Hoehyeon-dong, Jung-gu, Seoul and 317 other parcels, as of March 31, 2026 under K-IFRS.
The land’s book value was KRW 1,779,909,306,318 and increased to KRW 4,248,414,441,473, creating a revaluation difference of KRW 2,468,505,135,155, equal to 0.40% of total assets of KRW 612,584,818,270,339.
Provisional accounting records an increase in land assets of KRW 2,468.5 billion, deferred tax liabilities of KRW 676.6 billion, and equity (including revaluation surplus and other items) of KRW 1,791.9 billion. The revaluation surplus of KRW 1,796.5 billion is recognized in other comprehensive income and is not distributable as dividends under the Korean Commercial Code, and figures may change after external audit.