A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-07-10) →
What happened
Amendment Report
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Amendment date: 2026-07-06
1. Disclosure document being amended: Material event report (rights offering decision) 2. Date the original disclosure was filed: 2026-06-24 3. Amended items
Item 4, "Purpose of fundraising, Facility funds (KRW)" Reason for amendment: Correction of disclosed items due to a revision of the U.S. SEC Form F-1 Before amendment: 45,453,450,000,000 After amendment: 43,140,750,000,000
Item 6, "New share issue price, common shares (KRW)" Before amendment: 2,555,000 After amendment: 2,425,000
Item 20, "Other matters for reference in investment decisions" (relevant excerpts)
Before amendment (in part): Accordingly, the new shares in this matter are not being offered directly to investors; the Company plans to issue the entire amount of new shares related to the ADR issuance as underlying shares to the overseas depositary. The overseas depositary is therefore the third-party allottee of the new shares. For this ADR issuance, a Form F-1 registration statement was filed with the U.S. Securities and Exchange Commission ("SEC") on June 24, 2026, amended on June 30, 2026, and will be amended again as of the date of this report. Although no offering in Korea or to Korean residents is planned for the new shares or the ADRs, because issuing the new shares (as underlying shares for the ADRs) to the overseas depositary could be deemed a resale that counts as a public offering under Article 11, Paragraph 3 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act and Articles 2-2 and 2-2-2 of the Regulation on Issuance and Disclosure of Securities (given the possibility that the underlying shares flow back into Korea upon conversion of the ADRs), the Company filed a securities registration statement with the Financial Services Commission on the same date as the original report, amended it on June 30, 2026, and will file a further amendment as of the date of this report. Regarding item 6 "New share issue price" and item 7 "Reference share price": because SK hynix is a listed company, if it conducts a third-party-placement rights offering, Article 5-18, Paragraph 1 of the Regulation on Issuance and Disclosure of Securities requires the issue price to be set using the volume-weighted average price from the third to the fifth trading day before the subscription date as the reference price, discounted at a rate the Company sets, which may not exceed 10%. Because the subscription date has not yet arrived, the reference price and discount (or premium) rate in item 7 are not stated; the amount in item 6 is given only for reference, it is the closing price of the Company's common shares on the trading day before the board resolution (June 23, 2026), namely KRW 2,555,000, and does not represent the actual issue price. The Company will disclose an amendment to this report once the reference price, issue price, and discount (or premium) rate are finalized.
After amendment (in part): [Same paragraphs, except that] the amount in item 6 is given only for reference, it is the closing price of the Company's common shares on the trading day before this amendment was filed (July 3, 2026), namely KRW 2,425,000, and does not represent the actual issue price.
[The full, restated report below reflects the amended figures.]
Material Event Report / Korea Exchange Reporting Matter Report on a Material Management Matter of the Subsidiary SK hynix Inc. To the Financial Services Commission / Korea Exchange June 24, 2026
Company name: SK hynix Inc. Representative Director: Kwak Noh-jung Head office address: 2091 Gyeongchung-daero, Bubal-eup, Icheon-si, Gyeonggi-do (Phone) 031-5185-4114 (Website) http://www.skhynix.com Preparer: (Title) Head of Finance (Name) Kim Woo-hyun (Phone) 031-5185-4114
Rights Offering Decision
1. Type and number of new shares Common shares: 17,790,000 Other shares: -
2. Par value per share (KRW): 5,000
3. Total shares issued before the capital increase Common shares: 712,702,365 Other shares: -
4. Purpose of fundraising Facility funds (KRW): 43,140,750,000,000 Funds to acquire business: - Working capital: - Debt repayment funds: - Funds to acquire securities of other companies: - Other funds: -
5. Method of capital increase: Third-party-placement rights offering [Matters concerning other share classes: basis in the articles of incorporation: -; share terms: -; other: -]
6. New share issue price Common shares (KRW): 2,425,000 Other shares (KRW): -
7. Reference share price Common shares (KRW): - Other shares (KRW): - 7-1. Method of determining the reference price: Volume-weighted average price from the third to the fifth trading day before the subscription date 7-2. Discount or premium rate against the reference price (%): - 7-3. Basis for the discount (premium) rate: -
8. Basis in the articles of incorporation for the third-party placement: Article 10, Paragraph 1, Item 2(a) of the Company's Articles of Incorporation
9. Payment date: 2026-07-14
10. New shares' dividend start date: 2026-01-01
11. Expected date of delivery of new share certificates: 2026-07-15
12. Expected listing date of the new shares: 2026-07-29
13. Whether this constitutes a backdoor listing via contribution in kind: No - Whether there is a contribution in kind: No - Whether any of the contributed assets are shares of an unlisted company: Not applicable - Paid-in amount for shares contributed in kind: contribution-in-kind value -; as a percentage of the Company's total assets in its most recent fiscal year -; number of shares to be paid in -
14. Whether the backdoor-listing requirements are met: Not applicable
15. Board resolution date: 2026-06-24 - Outside directors present: 6, absent: 0 - Attendance of the auditor (audit committee member): -
16. Whether a securities registration statement must be filed: Yes
17. If exempted from filing, the reason: -
18. Whether subscription falls within a period when short selling is prohibited: No; start date: -; end date: -
19. Whether subject to Fair Trade Commission reporting: Not applicable
20. Other matters for reference in investment decisions * This report confirms, in final form, the matter answered (re-disclosed) in the Company's March 25, 2026 response to a KRX request for clarification regarding media reports of "SK hynix Inc. pursuing a U.S. listing of treasury shares" (originally requested December 9, 2025). * Matter confirmed: Decision to raise capital through issuance of new shares via a U.S. American Depositary Receipt (ADR) offering and to list on the Nasdaq Stock Market in the United States. * Related disclosures: - December 9, 2025, 18:50 Request for clarification (rumor or press report) - December 10, 2025, 07:33 Response to request for clarification (rumor or press report) (unconfirmed) - January 9, 2026, 16:28 Response to request for clarification (rumor or press report) (unconfirmed) - January 28, 2026, 16:32 Response to request for clarification (rumor or press report) (unconfirmed) - March 25, 2026, 07:34 Response to request for clarification (rumor or press report) (unconfirmed)
1) The new shares are issued as underlying shares for the ADRs. The Company plans to raise funds through an ADR offering to overseas investors, excluding Korean residents, using the newly issued shares as the underlying shares. Accordingly, there will be no public offering or sale of these new shares within Korea. Unlike an ordinary domestic third-party placement, no specific individual or institutional allottee is predetermined for the ADRs or the new shares. The ADRs will be acquired on the issue date by investors determined through the overseas issuance process (in this report, "investors" means ADR investors unless otherwise specified), and the underlying shares will be deposited immediately upon issuance with the overseas depositary, Citibank, N.A. (the "Overseas Depositary"); in practice, the Korea Securities Depository, as domestic custodian, will hold the underlying shares on behalf of the Overseas Depositary. Accordingly, the new shares are not offered directly to investors, and the Company plans to issue the entire amount of new shares related to the ADR issuance as underlying shares to the Overseas Depositary, which is therefore the third-party allottee of the new shares. For this ADR issuance, a Form F-1 registration statement was filed with the SEC on June 24, 2026, amended on June 30, 2026, and will be amended again as of the date of this report. No offering of the new shares or the ADRs in Korea or to Korean residents is planned, and Korean residents may not participate in the ADR offering process. Nonetheless, because issuing the new shares to the Overseas Depositary could be deemed a resale that counts as a public offering under Article 11, Paragraph 3 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act and Articles 2-2 and 2-2-2 of the Regulation on Issuance and Disclosure of Securities (given the possibility of the underlying shares flowing back into Korea upon conversion of the ADRs), the Company filed a securities registration statement with the Financial Services Commission on June 24, 2026, amended it on June 30, 2026, and will file a further amendment as of the date of this report.
2) The number of new shares in item 1 above is the maximum offering amount for the new shares, provided only for reference; the final number will be fixed within that cap based on the bookbuilding results from the ADR's listing/offering process.
3) Regarding item 4 "Purpose of fundraising": the full proceeds from the new shares (ADRs) will be used as facility funds; the exact amount will be determined once the total offering amount for the new shares is finalized.
4) Regarding item 6 "New share issue price" and item 7 "Reference share price": under Article 5-18, Paragraph 1 of the Regulation on Issuance and Disclosure of Securities, when a listed company such as SK hynix conducts a third-party-placement rights offering, the issue price is set using the volume-weighted average price from the third to the fifth trading day before the subscription date as the reference price, discounted at a Company-set rate not exceeding 10%. Because the subscription date has not yet arrived, the reference price and discount (premium) rate in item 7 are not stated; the amount in item 6 is given only for reference, it is the closing price of the Company's common shares on the trading day before this amendment was filed (July 3, 2026), namely KRW 2,425,000, and does not represent the actual issue price. The Company will disclose an amendment to this report once the reference price, issue price, and discount (premium) rate are finalized. The ADR issue price will reflect the bookbuilding results from the ADR's listing/offering process, subject to a floor equal to (i) the minimum issue price for the new shares under Article 5-18, Paragraph 1 (the reference price discounted 10%), multiplied by (ii) the new-share-to-ADR ratio (1:10) and (iii) the KRW/USD base exchange rate first quoted by Seoul Money Brokerage Services, Ltd. on the ADR pricing date, July 9, 2026 (U.S. time).
5) Items 9 "Payment date," 11 "Expected date of delivery of new share certificates," and 12 "Expected listing date of the new shares" above are estimated dates given for reference only. Unlike an ordinary domestic third-party placement, the offering quantity and price of the new shares will be determined based on the ADR's public offering quantity and price, which themselves are fixed on the pricing date according to the ADR's bookbuilding results. Given this structure, fixing a specific subscription date now would lock in the Article 5-18, Paragraph 1 reference price (and therefore the minimum offering price) as of that date, which would be inconsistent with the structure of this offering, where the new-share offering price is set based on the ADR's offering price as determined by the bookbuilding results. Because the pricing date for the ADR's offering price may shift with market conditions, the subsequent schedule, subscription date, payment date, expected date of delivery of new share certificates, and expected listing date, may also shift accordingly. Given this, the Company intends to set the subscription date and payment date sometime between July 13, 2026 and July 20, 2026. The payment date, expected date of delivery of new share certificates, and expected listing date stated in this report are reference dates only; the actual schedule will be fixed once the ADR offering price is determined by the bookbuilding results, and the Company will disclose an amendment to this report when the schedule in this report changes.
6) At its board meeting on June 24, 2026, the Company resolved to issue the new shares and list them for additional trading on the Korea Exchange, and to issue the ADRs and newly list them on the Nasdaq Global Select Market in the United States. The board also delegated the following decisions to the CEO or a person designated by the CEO: (i) within the maximum offering cap resolved by the board (17,790,000 shares), the authority to determine and change the detailed terms and schedule of the new-share and ADR issuance, including the number of shares/ADRs to be issued and the per-share/per-ADR issue price, reflecting the bookbuilding results from the ADR's listing/offering process; (ii) the authority to prepare, submit, and sign all filings and disclosure documents with domestic and overseas authorities in connection with the new-share issuance, the ADR issuance, and the domestic/overseas listing (including the domestic securities registration statement, foreign-exchange transaction filings, and the U.S. Form F-1); (iii) the authority to prepare, draft, negotiate, set terms for, sign, execute, and deliver all agreements and documents related to the new-share issuance, the ADR issuance, and the domestic/overseas listing, including the Underwriting Agreement and the Deposit Agreement; and (iv) the authority to decide and carry out any other necessary matters and procedures related to the new-share issuance, the ADR issuance, and the domestic/overseas listing.
7) For details of the new-share and ADR issuance, please refer to the securities registration statement the Company is filing with the Financial Services Commission on the same date as this report.
8) The Company will file a further amendment to this report whenever the above matters change or are finalized.
[Table to be added when the reference price uses the volume-weighted average price from the third to the fifth trading day before the subscription date] (Unit: shares, KRW) Date / Trading volume / Trading value / Note, all "-" for: 5th trading day before subscription, 4th trading day before subscription, 3rd trading day before subscription; Total: -; Reference price (volume-weighted average price): -; Discount or premium rate (%): -; Issue price: -
[Basis and purpose of the third-party placement] Basis in the articles of incorporation for the third-party placement: Article 10 (Issuance and Allotment of Shares) (1) When the Company issues new shares by board resolution, it shall do so by one of the following methods: 1) giving shareholders the opportunity to subscribe for new shares in proportion to their existing holdings; 2) within a limit of 30% of total shares issued, giving a specific person or persons (including the Company's own shareholders) the opportunity to subscribe for new shares by a method other than (1), where necessary for a corporate purpose such as introducing new technology or improving the financial structure, including, without limitation, (a) issuing new shares in connection with depositary receipts (DRs) under the Financial Investment Services and Capital Markets Act, (b) issuing new shares to domestic or overseas financial institutions, partner companies, strategic investors, or foreign investors for fundraising, technology introduction, or other management needs, (c) issuing new shares against a contribution in kind, (d) issuing new shares to a person under Article 11, Paragraph 1, Items 2(a)-(c) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act for management needs, and (e) issuing new shares through a debt-to-equity capital participation by a bank or other financial institution; or 3) within a limit of 30% of total shares issued, giving an unspecified number of persons (including the Company's own shareholders) the opportunity to subscribe for new shares by a method other than (1), and allotting new shares to those who subscribe. (2) When allotting new shares under Paragraph (1), Item 3, the board shall use one of: an undifferentiated allotment to unspecified subscribers; allotment to employee stock ownership association members with any unsubscribed shares then offered to unspecified persons; a shareholder-preferential allotment with any unsubscribed shares then offered to unspecified persons; or allotment to a specific type of person based on a bookbuilding process arranged by an underwriter or arranger under relevant regulations. (3) When allotting new shares under Paragraph (1), Items 2 and 3, the Company shall notify or publicly announce to shareholders, no later than two weeks before the payment date, the matters under Article 416, Items 1, 2, 2-2, 3 and 4 of the Commercial Act; this may be replaced by filing a material event report with the Financial Services Commission and the Exchange under Article 165-9 of the Financial Investment Services and Capital Markets Act. (4) The type and number of shares to be issued and the issue price, etc. shall be determined by board resolution regardless of the method chosen under Paragraph (1). (5) The Company shall determine by board resolution how to handle any shares not subscribed for or paid up by the deadline, consistent with relevant laws on the adequacy of the issue price. (6) The Company shall determine by board resolution how to handle any odd-lot shares arising from the allotment of new shares. (7) When allotting new shares under Paragraph (1), Item 1, the Company shall issue new-share subscription warrants to shareholders.
Purpose of the third-party-placement rights offering: Facility funds for (1) the Yongin Semiconductor Cluster Fab 1 (construction investment), (2) the Cheongju P&T7 advanced-packaging fab (construction, equipment and related costs), and (3) acquisition of machinery, an EUV (Extreme Ultraviolet) scanner (for details, see "Part I: Matters Concerning the Offering or Sale, V. Purpose of Use of Funds" in the securities registration statement the Company is filing with the Financial Services Commission on the same date as this report).
[Specific use of funds raised through the third-party placement, facility funds] (Unit: KRW million) Detail: Yongin Semiconductor Cluster Fab 1 (construction investment) (Note 1); investment period: August 2024 to December 2030; investment amount: 31,019,600 Detail: Cheongju P&T7 advanced-packaging fab (construction, equipment and related costs) (Note 1); investment period: April 2026 to December 2030; investment amount: 19,000,000 Detail: Acquisition of machinery, EUV (Extreme Ultraviolet) scanner (Note 2); investment period: March 2026 to December 2027; investment amount: 11,949,674
(Note 1) The above amounts are estimates and may change with future market conditions and process-specification changes. Of the above amounts, KRW 4,383,200 million has already been invested in the Yongin Semiconductor Cluster Fab 1, and KRW 53,473 million has already been invested in the Cheongju P&T7 advanced-packaging fab. (Note 2) The purpose of the acquisition is to secure EUV equipment for next-generation mass production. The acquisition amount is based on a contract price of EUR 6,913.4 million, converted at the base exchange rate of KRW 1,728.48 per EUR first quoted by Hana Bank on March 23, 2026, the trading day before the board resolution to acquire this machinery; the actual acquisition price may change. Payment will be made in installments upon delivery of each piece of equipment, and delivery timing may change through discussion with the equipment supplier. Because specific delivery and payment timing is difficult to fix under the supply agreement, the expected delivery date of the final piece of machinery is December 31, 2027. (Note 3) The funds raised through this rights offering will cover part of the total planned investment amount above; the remainder will be covered by operating cash flow, borrowings, and other internal resources.
[Selection process, dealings, and allotment details for the third-party allottee] Third-party allottee: Citibank, N.A.; relationship to the Company or its largest shareholder: -; selection process: -; dealings and plans within 6 months before/after the capital-increase decision: -; shares allotted: -; remarks: see the note below. (Note) The new shares are not offered directly to investors; they are issued by third-party placement, with the Company planning to deposit the entire amount of new shares related to the ADR issuance, as underlying shares, with the overseas depositary, Citibank, N.A. (although the Korea Securities Depository, as domestic custodian, will hold the new shares on behalf of the overseas depositary). The overseas depositary is accordingly the third-party allottee of the new shares. The overseas depositary allottee in this rights offering is not a related party of the Company or its largest shareholder under Article 2, Item 4 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, and the Company plans to enter into a Deposit Agreement with the overseas depositary covering deposit of the new shares and issuance of the ADRs. The number of shares allotted will be fixed, within the maximum offering cap for the new shares, based on the ADR quantity determined by the bookbuilding results from the ADR's listing/offering process.
| Filed | 2026-07-06, [Amended] Material event report (rights offering) (subsidiary) |
|---|---|
| Source | DART rcept 20260706800713 → open original filing |
Versions of this filing
- 2026-06-24Original
- 2026-07-06Amendment 1 (this page)
- 2026-07-10Amendment 2
Source: DART. Information only, not investment advice.

