SK hynix (SKHY)

6-K 1 d428222d6k.htm FORM 6-K 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 Acquisition of Treasury Shares On August 19, 2026, the board of directors (the Board of Directors ) of SK hynix Inc. (the Company ) approved the Company s acquisition of treasury shares for the purpose of improving shareholder value through the cancellation of treasury shares. 1. Number of Treasury Shares to be Acquired Common shares 24,070,000 Other shares 2. Estimated Aggregate Acquisition Value (Won) Common shares 40,004,340,000,000 Other shares 3. Planned Acquisition Period From August 20, 2026 To November 19, 2026 4. Expected Holding Period From To 5. Purpose of Acquisition Improvement of shareholder value through cancellation of treasury shares 6. Method of Acquisition Open-market purchase 7. Investment Brokerage Agent SK Securities Co., Ltd. 8. Treasury Shares Held Before Acquisition Acquisition within Limit Based on Maximum Amount of Dividends Payable Common shares 1,625,696 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 (%) 9. Date of Acquisition Decision August 19, 2026 - Attendance of Independent Directors Present: 6; Absent: 0 - Attendance of Auditors (Audit Committee Members who are not Independent Directors) 10. Maximum Daily Purchase Order Common shares 2,407,000 Preferred shares 11. Other Matters Relating to an Investment Decision - This decision on acquisition of treasury shares concerns a new acquisition of treasury shares. - The Number of Treasury Shares to be Acquired set forth in Item 1 above was calculated by dividing the Estimated Aggregate Acquisition Value (Won) set forth in Item 2 above by the closing price of the Company s common shares on the day prior to the date of the resolution by the Board of Directors (August 18, 2026: Won 1,662,000). The actual number of treasury shares acquired may change depending on future movements in the Company s share price. - The Expected Holding Period set forth in Item 4 above may change depending on various management conditions, including the Company s financial status and changes in the market environment. However, as this acquisition of treasury shares is for the purpose of cancellation, the Company plans to complete the acquisition within the Planned Acquisition Period set forth in Item 3 above and cancel all treasury shares acquired during such period. For further details, please refer to the current report on Form 6-K titled Decision on Cancellation of Treasury Shares furnished by the Company on August 19, 2026. - The number of treasury shares set forth in Treasury Shares Held Before Acquisition set forth in Item 8 above were acquired as a result of the exercise of the clean-up call option relating to the exchangeable bonds issued by the Company on April 11, 2023 in May 2026. - The Date of Acquisition Decision set forth in Item 9 above is the date of the resolution by the Board of Directors. - The Maximum Daily Purchase Order set forth in Item 10 above was calculated in accordance with Article 5-5 of the Regulation on Issuance and Disclosure of Securities as the lesser of the greater of (i) and (ii) below and (iii) below: (i) 10% of the number of shares reported for acquisition: 2,407,000 shares (ii) 25% of the average daily trading volume for the one-month period preceding the day prior to the date of the resolution by the Board of Directors: 1,431,989 shares (iii) 1% of the total number of issued shares: 7,304,923 shares [Limit on Treasury Share Acquisition Amount] (Unit: Won) Category Amount 1. Limit on distributable profit under the Commercial Act at the end of the previous fiscal year Net assets 117,318,562,193,943 Capital 3,657,652,050,000 Accumulated capital reserve and earned reserve through the end of the previous fiscal year 9,867,146,544,188 Unrealized gains prescribed by Presidential Decree 12,239,000,231,484 Subtotal 91,554,763,368,271 2. Treasury share acquisition amount since the end of the previous fiscal year 3. Dividends and related legal reserve resolved at the General Meeting of Shareholders since the end of the previous fiscal year 1,538,579,052,713 4. Quarterly or interim dividends and related legal reserve resolved by the Board of Directors since the end of the previous fiscal year 593,975,016,113 5. Trust contract amount 6. Acquisition cost of treasury shares disposed of since the end of the previous fiscal year (weighted average method) 25,802,387,418 Total Limit on Treasury Share Acquisition Amount (1-2-3-4-5+6) 89,448,011,686,863 * The Limit on distributable profit limit under the Commercial Act at the end of the previous fiscal year set forth in Item 1 above was prepared based on the Company s financial statements as of the end of fiscal year 2025. [Treasury Shares Held Prior to Decision on Acquisition 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 - 452,032 15,300,000 1,625,696 - Other shares - - - - - - Over-the-counter acquisition Common shares - - - - - - Other shares - - - - - - Tender offer Common shares - - - - - - Other shares - - - - - - Subtotal (a) Common shares 17,377,728 - 452,032 15,300,000 1,625,696 - 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 73 452,032 15,300,000 1,625,769 - 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 19, 2026, the date of this report. 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 19, 2026