Tickmill Group分析师把亚洲科技股表现描述为资金轮动和波动性扩散
快讯记录SK hynix收盘下跌9.6%、KOSPI下跌约6%
外观
2026-07-29 SK hynix业绩验证：HBM4与长协落地，证券仍需重新核价
- 数据时间：000660采用7月29日正式收盘；SKHY、MU、SNDK与SOXX采用7月29日06:19（ET）盘前及7月28日正式收盘；USD/KRW采用7月29日17:46（KST）Hana Bank银行牌价。
- 更新时间：2026-07-29 18:30（UTC+8）。
- 研究对象：SK hynix韩国普通股（KRX 000660）与美国ADS（SKHY），并跟踪存储同行、资本开支、ADS转换和韩国杠杆结构。
- 报告类型：业绩更新 / 深度覆盖更新 / 跨市场价格发现 / 长期合同 / HBM / 资本配置 / 供需研究。
结论与建议
公司thesis较7月21日增强，证券thesis继续re-underwrite，当前动作维持wait for proof。
SK hynix 7月29日6-K列示，2Q26营业利润60.542608万亿韩元，落在原报告60.4至62.3万亿韩元验证区间内；公司业绩稿列示营业利润率76%。官方业绩稿确认HBM4在第二季度开始批量出货、下半年全面爬坡，约10家客户的LTA谈判已经完成。这三项证据把当前利润、HBM4交付和客户覆盖从预期推进到公司确认。
证券价格仍未越过验证门槛。Korea JoongAng Daily引用FnGuide的营收和营业利润共识分别为83.94万亿和63.99万亿韩元，实际值低约5.5%和5.4%。官方IR列示63.27万亿韩元投资资产相关收益，净利润不能按主营利润同比外推。000660正式收跌9.61%，日内最低1,246,000韩元，外资净卖921,877股。
ADS结构也没有完成修复。Citi页面显示账簿已经OPEN，金十完整文章转述KSD负责人称2.5%的转换上限已被初始发行用满，新的creation需要先由ADS注销释放额度。按韩国收盘、Hana Bank汇率和美国盘前计算，异步机械溢价约35.16%。处理账簿开放没有证明新的creation额度可用，价差不能写成可执行套利收益。
本次不提供目标价。2027分产品量价、HBM4利润贡献、LTA最低量、40万亿韩元高段资本开支、资本回报和ADS全成本尚未归一。Naver/FnGuide显示的约4.45倍预期市盈率只保留为市场屏幕，不替代本报告自建估值。
| 项目 | 当前判断 |
|---|---|
| 公司thesis | 当前利润门槛通过；HBM4批量出货；约10家LTA提升需求能见度 |
| 证券准备度 | re-underwrite；广义共识落空、韩国业绩日破位、外资净卖 |
| 盈利质量 | 营业利润与经营现金流强；净利润含大额投资资产收益 |
| HBM4 | Q2开始批量出货，H2爬坡；量、价、良率与客户结构仍未披露 |
| LTA | 客户数量、差异化定价和部分财务机制已确认；仍不是可量化不可撤销backlog |
| 资本配置 | 净现金约69.371万亿韩元；2026年capex处于40万亿韩元高段 |
| ADS | Citi账簿OPEN；公开报道仍称2.5%creation额度耗尽 |
| 当前动作 | wait for proof；等待H2量价、合同条款、资本回报、价格修复和转换实操 |
| 最大反证 | HBM4爬坡延后、LTA减量/重定价、capex压低自由现金流、000660跌破1,246,000韩元 |
| 置信度 | 官方财务、HBM4与韩国收盘高；合同保护与价格归因中；目标价与仓位动作低 |
Q2落地：营业利润达标，净利润需要拆分
| 项目 | 2Q26实际 | 环比 | 同比 | 读取 |
|---|---|---|---|---|
| 营收 | 79.318746万亿韩元 | +50.9% | +256.8% | 低于FnGuide媒体共识约5.5% |
| 营业利润 | 60.542608万亿韩元 | +61.0% | +557.2% | 落在原60.4—62.3万亿验证区间，低于FnGuide媒体共识约5.4% |
| 营业利润率 | 76% | — | — | 当前运营杠杆强 |
| 税前利润 | 122.708355万亿韩元 | +137.7% | +1306.8% | 含大额非营业收益 |
| 净利润 | 93.922593万亿韩元 | +132.8% | +1242.5% | 不按主营利润外推 |
| 归母净利润 | 93.820236万亿韩元 | — | — | 与合并净利润接近 |
官方Q2 IR演示文稿列示非营业利润62.166万亿韩元，其中“其他”非营业利润60.889万亿韩元，包含63.27万亿韩元投资资产相关收益。演示文稿没有披露投资资产名称；本报告不把这项收益自行归因为Kioxia。经营判断以营业利润、经营现金流和产品量价为主。
| 现金与资本 | 2Q26 | 研究含义 |
|---|---|---|
| 现金 | 87.958万亿韩元 | 为扩产与资本回报提供缓冲 |
| 债务 | 18.587万亿韩元 | 净现金约69.371万亿韩元 |
| 经营现金流 | 65.710万亿韩元 | 当前现金创造强 |
| 购置固定资产支出 | 10.671万亿韩元 | 单季支出低于全年capex节奏，后续投入将加快 |
| 2026年capex | 40万亿韩元高段 | 资本纪律和2027供给成为估值核心变量 |
6-K、业绩稿和IR数字均为初步数据，外部审计师审阅尚未完成，最终数字可能调整。
HBM4：交付确认，利润贡献仍待量化
官方业绩稿确认HBM4在Q2开始批量出货，将在H2全面爬坡；1cnm HBM4E样品已经在上半年交付一家主要客户。证据等级从样品、量产准备和媒体预期升级为实际交付。
| 节点 | 已确认内容 | 仍缺少 |
|---|---|---|
| HBM4 | Q2批量出货，H2扩大生产 | 出货量、收入、ASP、良率、客户名单、认证范围与毛利率 |
| HBM4E | H1向一家主要客户交付样品，目标2027年生产 | 认证状态、量产时间、数量、价格与客户 |
| H2产品组合 | 公司预计HBM4支持综合ASP，bit growth显著高于H1 | 分产品bit growth、综合ASP贡献与产能约束 |
| 2027定价 | 客户谈判正在进行 | 价格、数量、期限和HBM4/HBM4E分配 |
管理层认为高效AI模型会扩大服务可及性和总使用量，并称与主要客户的中长期讨论支持明年以后AI投资。以上是公司判断，不是客户资本开支承诺。H2综合ASP、bit growth和HBM4利润贡献将决定当前76%营业利润率能否延续。
LTA：证据质量上升，收入底线仍未量化
公司称已与约10家客户完成LTA谈判，其他客户仍在讨论。Q2 IR进一步披露，定价结构会按客户和产品差异化，并设置适应价格波动的机制；部分协议包含预付款或押金等履约机制。相较7月21日，客户数量、定价机制和部分财务保护已经得到补充。
| 合同维度 | 7月29日已确认 | 当前边界 |
|---|---|---|
| 客户覆盖 | 约10家客户完成谈判，其他谈判继续 | 未披露客户名称和产品分配 |
| 定价 | 按客户与产品差异化，设置应对价格波动的结构 | 未披露价格上下限、重置公式和季度执行方式 |
| 财务机制 | 部分协议含预付款或押金 | 未披露金额、覆盖比例、会计列报和退款条件 |
| 数量与期限 | 电话会媒体摘要称通常约3至5年 | 未披露客户级期限、最低量或take-or-pay |
| 取消与救济 | 未公开 | 未披露延期权、取消权、违约金和补偿 |
7月9日SEC招股书说明，历史上具体量价通常在采购时协商，主要客户可能减量、延迟或取消订单。这份文件早于新LTA披露，不能证明新协议可无条件取消；准确边界是SEC尚未披露新LTA的协议级约束力，现有公开材料不足以把它们计作不可撤销backlog。
SK Group与Nvidia 7月25日合作公告基于意向书，覆盖AI工厂、HBM4稳定供应和共同优化。“超过5,000亿美元”是集团层面的综合合作规模，不是SK hynix内存订单额。
Micron已经披露的take-or-pay、绑定量、价格区间和现金押金只适用于Micron。Microchip在上一轮短缺后的合同调整与BIS长期锁产能风险继续作为压力情景，不改写为SK hynix合同事实。
扩产与资本配置：净现金提供缓冲，2027供给开始前移
2026年资本开支预计处于40万亿韩元高段。M15X洁净室在2025年10月开放、2026Q1开始投片，目前渐进爬坡；Yongin Fab 1第一阶段洁净室预计2027年初开放。321层NAND已成为产量最大部分，公司目标到2026年末占韩国国内产能约50%。
| 项目 | 已披露投入/预算 | 节点 | 边界 |
|---|---|---|---|
| Yongin Fab 1 | 总成本约31万亿韩元；截至5月末已投入4.4万亿，后续约26.6万亿 | 2027年初首个cleanroom | 项目预算，不是已完成投资；缺少月产能 |
| P&T7 | 总成本约19万亿韩元；已投入0.1万亿，后续约18.9万亿 | 计划2027年末完成 | 封装设备、良率与客户节奏待验证 |
| Cheongju多年框架 | 约100万亿韩元，其中M17约80万亿、P&T7等约20万亿 | M17计划2027开工、2029上半年运营 | 多年计划，允许按需求和效率调整 |
| M15X | 已投片并渐进爬坡 | 量产时间提前 | 缺少公开晶圆启动量与HBM封装产能 |
约69.371万亿韩元净现金降低融资约束，没有消除周期和资本回报风险。公司称将在年内沟通额外股东回报的形式和时间，规模、方式与批准状态尚未披露。估值需要同时验证新增供给、自由现金流和股东回报。
价格发现：利润创新高，预期门槛更高
Naver/KRX收盘口径显示，000660正式收于1,401,000韩元、下跌9.61%；开盘1,567,000韩元、最高1,619,000韩元、最低1,246,000韩元。KRX常规成交量12,183,764股、成交额17.220303万亿韩元。外资净卖921,877股，机构净买791,370股；KOSPI收5,663.08点、下跌5.99%。
| 观察 | 正式/最新口径 | 读取 |
|---|---|---|
| 000660 | 1,401,000韩元，-9.61% | 财报后价格确认失败，外资净卖 |
| 000660日内区间 | 1,246,000—1,619,000韩元 | 振幅大，去杠杆与预期重置同时存在 |
| KOSPI | 5,663.08，-5.99% | 全市场风险偏好显著下降 |
| SKHY 7月28日收盘 | 130.17美元，-8.98% | 美国市场已在业绩前一交易日去风险 |
| MU / SNDK / SOXX 7月28日 | -8.85% / -14.25% / -4.80% | 存储与半导体板块共跌 |
| SKHY 7月29日06:19 ET盘前 | 130.60美元 | 美国市场未正式收盘，不能当日终价格 |
同行共跌说明板块去风险是价格下跌的一部分；000660在业绩落地后再跌、外资净卖和巨大日内振幅说明公司预期差也被重新定价。市场当前要求的不只是利润绝对增长，还包括越过共识、利润质量、长期合同保护、资本纪律和股东回报。
ADS：账簿开放，creation容量没有得到确认
Citi存托状态页显示Current Book Status: OPEN，普通股与ADS比例为1:10。此前因Issuance & Cancellation关闭的两条记录均列示7月29日开放。
金十7月23日文章转述KSD负责人称，可转换为ADS的韩国普通股总量上限为总股本2.5%，7月10日发行已经用满该额度；新的creation通常需要先由现有ADS注销并转换回普通股释放空间。Citi页面本身不披露剩余额度。
| 输入 | 数值 |
|---|---|
| 000660正式收盘 | 1,401,000韩元 |
| USD/KRW银行牌价 | 1,449.90 |
| 普通股:ADS | 1:10 |
| 机械平价 | 96.627美元/ADS |
| SKHY盘前 | 130.60美元 |
| 异步机械溢价 | 35.16% |
| 反推普通股 | 约1,893,800韩元 |
公式为ADS平价 = 普通股韩元价 ÷ USD/KRW ÷ 10。韩国收盘、稍后银行汇率和美国盘前不是同步可执行价格。转换还受creation容量、券商通道、cut-off、办理时滞、外汇点差、托管与转换费、税费、结算、借券和腿风险影响。
公司电话会快讯称，韩国普通股转换为ADR可能受限，办理可能需要数周，公司尚未决定是否扩大ADR发行。这组表述与“账簿OPEN但容量不透明”一致。
估值：低倍数屏幕不能直接给出目标价
Naver页面引用FnGuide在7月28日估计口径下显示约4.45倍预期市盈率、预期EPS约315,006韩元。这一屏幕说明市场已经快速下调普通股价格，没有解决预测口径和证券结构问题。
| 估值模块 | 当前可用 | 缺口 |
|---|---|---|
| 2026实际基线 | Q2营业利润、现金流、净现金与capex | H2分产品量价和利润率 |
| 2027盈利 | HBM4E、Yongin/M15X节点与客户谈判方向 | DRAM/NAND/HBM bit、ASP、份额、良率和毛利 |
| 合同保护 | 约10家客户、差异化定价、部分预付款/押金 | 最低量、期限、押金金额、取消补偿和合同总额 |
| 资本配置 | 约69.371万亿韩元净现金，capex处于40万亿韩元高段 | 额外股东回报和自由现金流路径 |
| 证券选择 | 普通股和SKHY的10:1比例 | 接近时点价差、creation容量、券商通道与全成本 |
缺口闭合前，给目标价会把市场屏幕、未经归一的2027预测和ADS结构风险混在一起。本报告保留条件式行动门槛，不提供点目标或仓位百分比。
延续观察：监管、杠杆与上游证据
7月13日至21日滚动报告中的监管、杠杆、客户链和上游证据继续保留，当前没有足以改写Q2结论的新实体裁决。
| 主题 | 已确认边界 | 当前作用 |
|---|---|---|
| DRAM 337调查 | Samsung及相关产品被列入调查，SK hynix未列被告 | 竞争份额与客户链雷达，不计入当前盈利 |
| 内存接口芯片调查 | 三家供应商韩国办公室被搜查，SK hynix被报道为客户 | 采购成本、供应连续性与认证雷达 |
| 韩国单股杠杆产品 | FSC暂停新上市、禁广告并提高预存款、教育、最小单位与折溢价管理要求 | 解释波动放大通道，不分配精确跌幅 |
| SKHY期权与SKHL | 期权与每日2倍产品已经上线 | 增加短周期价格发现和路径依赖 |
| 台积电与云厂商 | 客户链财务和AI投入继续支持需求 | 需经加速器、HBM配置、份额和良率传导 |
| Micron与SNDK | 同行量价和产品组合提供周期交叉检查 | 不能替代SK hynix自身量价与合同 |
| ASML、M15X、Yongin、P&T7、M17 | 设备、晶圆和封装产能将分阶段形成 | 决定2027以后有效供给与资本回报 |
相关历史全文、研报、快讯和失败状态继续保留在下方页内reader，避免把旧日期事实改写成7月29日同步证据。
行动阈值
以下阈值均为Draft threshold for PM confirmation，用于复查证券准备度，不是已批准交易规则。
| 信号 | 当前状态 | 确认条件 | 失效条件 | 观点变化 |
|---|---|---|---|---|
| 韩国价格修复 | 收1,401,000韩元，外资净卖 | 先收复1,567,000韩元开盘位，再收复1,550,000韩元前收并维持；外资转为持续净买 | 跌破并持续低于1,246,000韩元，外资与广度继续恶化 | 把业绩日破位升级为价格修复或继续恶化 |
| HBM4兑现 | Q2批量出货、H2爬坡 | 披露出货量、ASP、良率、客户分布或综合ASP贡献；H2 bit growth兑现 | 爬坡延后、良率或ASP低于预期，HBM4E认证推迟 | 从交付确认升级为可建模利润贡献 |
| LTA合同保护 | 约10家客户，部分预付款/押金 | 披露最低量、定价公式、押金金额、取消/延期权和补偿 | 客户减量、延期、重定价或财务机制弱于市场理解 | 从有条件能见度升级或降级 |
| 资本配置 | 净现金强，capex处于40万亿韩元高段 | 额外股东回报落地，新增产能与客户需求匹配 | 供给过快、自由现金流压力上升、资本回报继续延后 | 提高或降低普通股估值置信度 |
| ADS转换 | Citi OPEN，公开报道仍称额度耗尽 | 确认券商通道、剩余额度、时滞和全成本；接近时点溢价在普通股不下跌时回到20%以下 | conversion继续受限，SKHY持续显著脱离普通股 | 降低或提高流通结构折价 |
最强反方观点是：76%营业利润率、约69.371万亿韩元净现金、HBM4批量出货和约10家LTA说明公司已穿越传统周期，业绩日下跌主要来自韩国全市场去杠杆和高预期清洗。H2 bit增长和综合ASP继续上行、HBM4量价与良率可建模、LTA披露最低量或强履约机制、资本回报落地，且000660在外资回流下收复业绩日开盘与前收，将支持这条路径。
快讯、文章与研报页内阅读
金十快讯
KOSPI正式收于5663.08点、下跌5.99%
SK hynix绩后收跌约9.6%，盘中一度跌逾17%
快讯转述SK hynix第二季度营业利润60.54万亿韩元、同比增长557%
快讯采用63.55万亿韩元的分析师平均预期，盘中股价一度下跌近12%
公司在电话会中称，将在年内沟通额外股东回报的形式和时间安排
公司在电话会中称，尚未决定是否扩大ADR发行
公司在电话会中称，ADR转换可能需要数周
公司在电话会中称，把韩国普通股转换为ADR可能受到限制
公司在电话会中表示，高效AI模型的普及不会降低基础设施和内存需求
公司称与主要客户的中长期讨论支持明年以后AI基础设施投资保持稳健
公司称与客户的2027年HBM价格谈判仍在进行
公司预计下半年HBM4销售将对综合平均售价产生正面作用
公司在电话会中称，与客户的长期协议通常持续约5年
公司称内存供应紧张将持续较长时间
公司称主要客户仍在要求更多内存供应
HBM4已在第二季度量产出货，计划下半年扩大生产
HBM4E样品已在上半年交付
公司称已与10家客户签署长期芯片供应协议
公司称协议定价结构用于应对价格波动
7月28日美股正式收盘，SKHY下跌8.98%、MU下跌8.85%、SNDK下跌约14%
美股开盘时SKHY与MU均涨约7%，SNDK与WDC涨约9%
同一时点纳指涨1.04%，标普500涨0.6%
KOSPI 7月21日正式收于6747.95点，上涨3.56%
SK hynix收涨约4%，三星电子涨约6.1%
7月20日美股收盘SKHY跌1.8%
纳指跌0.05%，标普500跌0.19%，道指跌0.59%
KOSPI 7月20日收于6516.27点，下跌4.46%
SK hynix跌4.23%，三星电子跌4.31%
快讯转述CNBC与KB金融数据称，韩国散户自5月27日以来净买入约14万亿韩元单股杠杆ETF，外国投资者约…
LSEG口径下KODEX SK hynix杠杆ETF较6月高点跌约70%，自推出以来跌约50%
快讯转述韩国政策负责人称暂无计划让现有单股杠杆ETF退市
其理由是现有投资者持仓规模超过10万亿韩元，强制退市会造成市场冲击
快讯转述SK集团会长崔泰源称公司正在评估美国晶圆厂选址
其称当前存储价格过高且异常，希望增加供应
7月17日美股收盘SKHY上涨1.13%
同期纳指跌1.4%，标普500跌1.07%
SKHY在7月17日常规时段首次跌破149美元发行价
港股存储芯片概念股继续走弱
南方两倍做多海力士跌超13%，澜起科技跌超3%
澜起科技A股再度低开超6%
澜起科技港股跌6.1%
美股夜盘SKHY涨0.4%
MU与SNDK夜盘均跌约4%
7月16日美股收盘SKHY跌约13.6%，SNDK跌约12.6%，MU跌约5.6%
纳指跌1.47%，道指跌0.2%，标普500跌0.5%
澜起科技预计2026年上半年净利润同比增长63.9%至81.2%
公司称DDR5 RCD出货显著增加，MRCD、MDB、PCIe Retimer、CKD与CXL MXC等互连产品收入上升
澜起科技公告确认7月15日韩国办公室被首尔中央地方检察厅公平贸易调查部现场搜查取证
公司称正配合调查，截至公告日公司、董事和员工均未被指控不当行为，目前经营正常且无法预测调查时间和结果
韩国暂停新的单股杠杆产品上市并禁止相关广告
基本预存款由1000万提高至3000万韩元且仅认可现金，最小交易单位由1份提高至20份；流动性提供者折溢价管理标准由3%收紧至2%，投资者教育由2小时延长至3小时
台积电管理层在业绩电话会上称，看到客户需求强劲延续到2030年
台积电管理层在业绩电话会上表示先进封装产能仍紧张，公司正努力缩小供需缺口
Jin10收盘快讯称KOSPI跌约6.4%
SK hynix收跌约11%
台积电Q2净利润同比增长77.4%至7,065.6亿新台币
Q2营收1.27038万亿新台币，同比增长36.0%
韩国检方7月15日搜查澜起科技、瑞萨电子和Rambus韩国办公室
调查围绕三家公司涉嫌操纵半导体零部件价格，澜起科技港股盘中跌超18%
美国国际贸易委员会正式启动特定DRAM设备、含相关设备的产品及组件337调查，案号337-TA-1511
被告包括三星电子相关实体、Google、Super Micro Computer、Nvidia和Broadcom
Jin10转述韩国证券存托机构称，7月29日起可通过券商申请SKHY ADS与韩国普通股相互转换
韩国普通股转换为ADS受发行额度、券商流程和外汇程序约束，不能即时完成
媒体统计称7月1日至13日四只三星电子与SK hynix单股杠杆ETF估值损失超过8.8337万亿韩元
四只产品资产由14.3518万亿韩元降至8.9389万亿韩元、下降37.7%；SK hynix相关杠杆ETF资产下降44.9%
SK hynix盘中跌幅扩大至12%
韩国金融委员会委员长表示将尽快公布个股杠杆产品补充措施
他表示正在综合评估市场大跌时临时停牌制度，认为仓促实施可能带来副作用；他把全球半导体高波动和三星、SK hynix在KOSPI权重上升列为近期市场波动背景
港股南方两倍做多海力士和南方两倍做多三星电子开盘均跌15%
KOSPI盘中跌破6,800点、跌幅6.72%
SK hynix跌11.5%
Jin10转述未来资产分析师称SK hynix回调提供增加敞口的机会
该分析师把近期疲软与2Q26和ADR上市乐观预期快速降温联系；未来资产下调2Q26营业利润预测12%，仍维持买入评级和420万韩元目标价，并称现货价格继续走强、订单增长未见明显放缓
KOSPI盘中下跌6%至约6,847点
SK hynix跌11%，三星电子跌8%
SK hynix盘中跌幅扩大至10%
三星电子跌近7%
KOSPI开盘下跌4.47%至6,958.53点
SK hynix开盘跌8%，三星电子开盘跌5%
韩国经济日报援引投行人士称，韩国外汇监管部门研究由外汇稳定基金吸纳SK hynix ADR募资美元
讨论目标是降低大额美元流入对USD/KRW的潜在冲击
7月15日美股收盘，道指、标普500和纳指分别上涨约0.29%、0.38%和0.60%
SKHY收跌9%，SNDK收跌8%，ASML收涨约2%
SKHY盘中再次走低，跌幅扩大至11%
SKHY盘中跌幅一度收窄至3%
SKHY开盘下跌7%
同期标普500和纳指分别高开约0.41%和0.63%
SKHY美股盘前跌幅扩大至7%
SKHY美股盘前下跌4.6%
Tickmill分析师把SKHY相对韩国普通股超过50%的溢价与全球AI硬件资产需求及可投资标的稀缺联系
该分析师同时提示韩国指数此前大幅回调，后续仍取决于利率环境
Jin10转述巴克莱首次覆盖SKHY并给予330美元目标价
巴克莱预计存储供给短缺将在2027年加剧、到2028年仍只有限改善；该行预计SK hynix到2027年末现金及现金等价物超过当前市值40%，并扩大回购
韩媒称三星电子内部开始研究美国ADR的可行架构
三星此前公开回应称未考虑发行ADR；报道说三星相关人员曾向完成ADR发行的SK hynix了解流程
KOSPI 7月15日收盘上涨6.24%至7,284.41点
SK hynix收涨约8.8%，三星电子收涨约6.2%
截至韩国当地时间14:30，外资净买KOSPI股票约2.4万亿韩元，机构净买约1800亿韩元
个人投资者净卖约2.5万亿韩元；报道将当日涨幅与风险偏好回升及外资加码芯片股联系
韩国金融投资协会召集主要券商讨论三星电子与SK hynix单股杠杆ETF风险
报道所述方案包括把最低保证金从1000万韩元提高至5000万韩元；行业还讨论把再平衡和对冲交易更均匀分散到交易时段，减少收盘前集中冲击
南方两倍做多海力士产品午间上涨24.11%
该产品较本周低点反弹66.09%，但7月累计仍下跌45.69%
现代汽车证券分析师认为，SKHY相对韩国普通股的高溢价可能提升普通股对外国投资者的相对吸引力
该判断回应了外国投资者可能从韩国普通股转向ADS的市场担忧
韩联社转述称SKHY上市首日约8.4万名韩国投资者通过九家主要券商买入136万份ADS
按发行价计算约3389亿韩元；计入其他券商后，报道估计总额接近4000亿韩元；报道同时称韩国个人投资者7月10日净买SK hynix约1.7万亿韩元，7月13日继续净买约3万亿韩元
Jin10转述美银称技术升级导致旧厂关闭后，韩国年均晶圆产能实际增速可能低于10%
美银估计SK hynix到2028年的新增内存产能可能只有原计划的六分之一
KOSPI盘中涨幅扩大至7%，报7338.63点
韩国交易所因KOSPI快速上涨暂停程序化交易5分钟
KOSPI开盘涨3.49%
SK hynix开盘涨10%；三星电子开盘涨7%
媒体报道称CoreWeave正探索使用衍生品对冲未来内存与存储价格下跌风险
讨论缘于部分长期供应协议含供应商价格下限，且尚未执行任何对冲
Jin10晨间汇总称韩国四部门将于周四讨论单股杠杆ETF风险
汇总同时称韩国政府把2026年经济增长预期上调至3%，理由包括芯片超级周期
SKHY收涨约27.2%
MU和SNDK均涨约5%；纳指收涨约0.9%
快讯称SKHY相对韩国普通股溢价约46%，接近50%
价差扩张发生在SKHY期权开始交易的同一交易日
SKHY期权在美国交易所开始交易
截至美东10:25成交约3.3万张，逾三分之二集中于当周五到期；活跃合约包括185美元看涨、145美元看跌和8月200美元看涨
媒体报道称SK hynix已开始向Nvidia量产出货12层HBM4
报道所称产品已完成质量认证并进入爬坡，预计9月起扩大出货
KOSPI收6856.83点、涨0.73%
KOSDAQ收跌1.92%；SK hynix收涨约3.6%；三星电子收涨约3.3%
汇丰认为判断存储周期见顶为时尚早
汇丰预计HBM4在2027年大规模应用后SK hynix的HBM份额仍可维持50%至55%
SK hynix韩股涨超3%
SKHY夜盘涨超6%
媒体报道称韩国执政党推动修法，拟允许SK hynix为新晶圆厂引入外部资本合资方
报道称SK hynix需保留至少50%股权
外媒汇编称最大KODEX SK hynix单股杠杆ETF资产规模约34亿美元
该产品自上市以来约跌45%，较6月高点回落逾60%
KOSPI盘中跌5%
SK hynix盘中跌8.4%
晨星维持SKHY每份ADS 160美元公允价值估计
晨星维持极高不确定性评级
KOSPI日内涨1%
三星电子涨5%；SK hynix涨2%
KOSPI从跌超2%快速翻红
SK hynix接近平盘
KOSPI盘初跌幅扩大至2%
SK hynix跌3%
SKHY美股上市第二日收跌超9%
纳指收跌1.55%
MU跌4.3%；SNDK跌超12%
Tickmill Group分析师把亚洲科技股表现描述为资金轮动和波动性扩散
快讯正文
Tickmill Group分析师把亚洲科技股表现描述为资金轮动和波动性扩散
快讯记录SK hynix收盘下跌9.6%、KOSPI下跌约6%
证据限制：分析师评论属于市场观点；精确收盘由Naver/KRX转发数据复核。
KOSPI正式收于5663.08点、下跌5.99%
快讯正文
KOSPI正式收于5663.08点、下跌5.99%
SK hynix绩后收跌约9.6%，盘中一度跌逾17%
证据限制：SK hynix精确收盘、区间、成交量与单股资金流由Naver/KRX转发数据复核。
快讯转述SK hynix第二季度营业利润60.54万亿韩元、同比增长557%
快讯正文
快讯转述SK hynix第二季度营业利润60.54万亿韩元、同比增长557%
快讯采用63.55万亿韩元的分析师平均预期，盘中股价一度下跌近12%
证据限制：营业利润由公司官方业绩稿复核；市场预期属于媒体口径，股价为盘中状态。
公司在电话会中称，将在年内沟通额外股东回报的形式和时间安排
快讯正文
公司在电话会中称，将在年内沟通额外股东回报的形式和时间安排
证据限制：快讯未给出规模、方式、董事会批准或执行日期；本报告不把意向写成已批准回购或分红。
公司在电话会中称，尚未决定是否扩大ADR发行
快讯正文
公司在电话会中称，尚未决定是否扩大ADR发行
证据限制：公司未决定扩大，不等于未来不会扩大，也不披露当前creation剩余额度。
公司在电话会中称，ADR转换可能需要数周
快讯正文
公司在电话会中称，ADR转换可能需要数周
证据限制：快讯没有给出券商、申请cut-off、费用和最短或最长办理时滞。
公司在电话会中称，把韩国普通股转换为ADR可能受到限制
快讯正文
公司在电话会中称，把韩国普通股转换为ADR可能受到限制
证据限制：限制性质和剩余额度未在快讯中量化；Citi的OPEN状态不解决creation容量问题。
公司在电话会中表示，高效AI模型的普及不会降低基础设施和内存需求
快讯正文
公司在电话会中表示，高效AI模型的普及不会降低基础设施和内存需求
公司称与主要客户的中长期讨论支持明年以后AI基础设施投资保持稳健
证据限制：以上是管理层判断，不是客户资本开支承诺或已签采购金额。
公司称与客户的2027年HBM价格谈判仍在进行
快讯正文
公司称与客户的2027年HBM价格谈判仍在进行
证据限制：尚未形成公开的价格、销量或客户级合同结果。
公司预计下半年HBM4销售将对综合平均售价产生正面作用
快讯正文
公司预计下半年HBM4销售将对综合平均售价产生正面作用
证据限制：未披露HBM4数量、合同ASP、良率或对综合ASP的量化贡献。
公司在电话会中称，与客户的长期协议通常持续约5年
快讯正文
公司在电话会中称，与客户的长期协议通常持续约5年
证据限制：媒体综合报道给出3至5年口径；具体期限、量价、押金和取消权随客户和产品变化，官方业绩稿未逐项披露。
公司称内存供应紧张将持续较长时间
快讯正文
公司称内存供应紧张将持续较长时间
证据限制：管理层没有在快讯中给出供需缺口、库存天数或分产品产能利用率。
公司称主要客户仍在要求更多内存供应
快讯正文
公司称主要客户仍在要求更多内存供应
证据限制：未披露客户名称、需求量、交付期或绑定采购义务。
HBM4已在第二季度量产出货，计划下半年扩大生产
快讯正文
HBM4已在第二季度量产出货，计划下半年扩大生产
HBM4E样品已在上半年交付
证据限制：由公司官方业绩稿复核；数量、价格、良率和客户认证范围未披露。
公司称已与10家客户签署长期芯片供应协议
快讯正文
公司称已与10家客户签署长期芯片供应协议
公司称协议定价结构用于应对价格波动
证据限制：官方业绩稿确认约10家客户，但没有披露客户级期限、最低量、价格公式、押金和取消补偿。
7月28日美股正式收盘，SKHY下跌8.98%、MU下跌8.85%、SNDK下跌约14%
快讯正文
7月28日美股正式收盘，SKHY下跌8.98%、MU下跌8.85%、SNDK下跌约14%
证据限制：精确收盘价与SOXX表现由Nasdaq官方行情复核；同行共跌支持板块去风险，不能分配公司和市场因素的精确贡献。
美股开盘时SKHY与MU均涨约7%，SNDK与WDC涨约9%
快讯正文
美股开盘时SKHY与MU均涨约7%，SNDK与WDC涨约9%
同一时点纳指涨1.04%，标普500涨0.6%
证据限制：美国常规时段刚开盘，涨幅不是正式收盘；板块共振不等于SK hynix出现新的公司级运营事实。
KOSPI 7月21日正式收于6747.95点，上涨3.56%
快讯正文
KOSPI 7月21日正式收于6747.95点，上涨3.56%
SK hynix收涨约4%，三星电子涨约6.1%
证据限制：000660精确价格、区间、成交量与单股资金流由Naver/KRX转发复核。
7月20日美股收盘SKHY跌1.8%
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7月20日美股收盘SKHY跌1.8%
纳指跌0.05%，标普500跌0.19%，道指跌0.59%
证据限制：SKHY 7月20日精确正式收盘价151.16美元由Nasdaq官方行情复核。
KOSPI 7月20日收于6516.27点，下跌4.46%
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KOSPI 7月20日收于6516.27点，下跌4.46%
SK hynix跌4.23%，三星电子跌4.31%
证据限制：指数和个股收盘路径用于识别7月21日反弹前的破位，不替代公司基本面证据。
快讯转述CNBC与KB金融数据称，韩国散户自5月27日以来净买入约14万亿韩元单股杠杆ETF，外国投资者约…
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快讯转述CNBC与KB金融数据称，韩国散户自5月27日以来净买入约14万亿韩元单股杠杆ETF，外国投资者约2万亿韩元
LSEG口径下KODEX SK hynix杠杆ETF较6月高点跌约70%，自推出以来跌约50%
证据限制：二级媒体与数据商口径，只用于杠杆持仓压力雷达；不用于推断当日SK hynix涨跌归因。
快讯转述韩国政策负责人称暂无计划让现有单股杠杆ETF退市
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快讯转述韩国政策负责人称暂无计划让现有单股杠杆ETF退市
其理由是现有投资者持仓规模超过10万亿韩元，强制退市会造成市场冲击
证据限制：政策表态来自媒体转述；既有产品不退市不代表监管限制解除。
快讯转述SK集团会长崔泰源称公司正在评估美国晶圆厂选址
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快讯转述SK集团会长崔泰源称公司正在评估美国晶圆厂选址
其称当前存储价格过高且异常，希望增加供应
证据限制：管理层经媒体转述的意向，不是已批准项目、资本开支承诺或价格预测。
7月17日美股收盘SKHY上涨1.13%
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7月17日美股收盘SKHY上涨1.13%
同期纳指跌1.4%，标普500跌1.07%
证据限制：收盘快讯记录发行价下方交易日后的短线修复，不证明基本面反转。
SKHY在7月17日常规时段首次跌破149美元发行价
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SKHY在7月17日常规时段首次跌破149美元发行价
证据限制：盘中价格路径；发行价不是估值底部，也不构成后续反弹确认。
港股存储芯片概念股继续走弱
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港股存储芯片概念股继续走弱
南方两倍做多海力士跌超13%，澜起科技跌超3%
证据限制：盘中快讯；只记录7月17日亚洲时段相关产品延续波动，不能据此分配SKHY前一日跌幅来源。
澜起科技A股再度低开超6%
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澜起科技A股再度低开超6%
澜起科技港股跌6.1%
证据限制：盘中行情；公司前一晚已公告配合调查且经营正常，价格反应不等于违法结论。
美股夜盘SKHY涨0.4%
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美股夜盘SKHY涨0.4%
MU与SNDK夜盘均跌约4%
证据限制：夜盘流动性和价格质量低于常规时段；不替代7月16日正式收盘。
7月16日美股收盘SKHY跌约13.6%，SNDK跌约12.6%，MU跌约5.6%
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7月16日美股收盘SKHY跌约13.6%，SNDK跌约12.6%，MU跌约5.6%
纳指跌1.47%，道指跌0.2%，标普500跌0.5%
证据限制：SKHY精确收盘价、涨跌幅和成交量由Nasdaq官方行情复核。
澜起科技预计2026年上半年净利润同比增长63.9%至81.2%
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澜起科技预计2026年上半年净利润同比增长63.9%至81.2%
公司称DDR5 RCD出货显著增加，MRCD、MDB、PCIe Retimer、CKD与CXL MXC等互连产品收入上升
证据限制：这是澜起科技业绩预告，不是SK hynix的采购价格、成本或订单数据。
澜起科技公告确认7月15日韩国办公室被首尔中央地方检察厅公平贸易调查部现场搜查取证
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澜起科技公告确认7月15日韩国办公室被首尔中央地方检察厅公平贸易调查部现场搜查取证
公司称正配合调查，截至公告日公司、董事和员工均未被指控不当行为，目前经营正常且无法预测调查时间和结果
证据限制：公司公告确认调查状态与经营口径，不构成对是否存在价格串通的结论。
韩国暂停新的单股杠杆产品上市并禁止相关广告
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韩国暂停新的单股杠杆产品上市并禁止相关广告
基本预存款由1000万提高至3000万韩元且仅认可现金，最小交易单位由1份提高至20份
流动性提供者折溢价管理标准由3%收紧至2%，投资者教育由2小时延长至3小时
证据限制：正式措施和分项实施日期由韩国金融委员会官方发布页复核；新上市与广告立即收紧，其余措施在7月至11月分步实施。
台积电管理层在业绩电话会上称，看到客户需求强劲延续到2030年
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台积电管理层在业绩电话会上称，看到客户需求强劲延续到2030年
证据限制：来自Jin10电话会快讯，未取得官方逐字稿；长期需求表述不能替代SK hynix订单、价格和利润验证。
台积电管理层在业绩电话会上表示先进封装产能仍紧张，公司正努力缩小供需缺口
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台积电管理层在业绩电话会上表示先进封装产能仍紧张，公司正努力缩小供需缺口
证据限制：来自Jin10电话会快讯，未取得官方逐字稿；只作为AI算力链产能雷达。
Jin10收盘快讯称KOSPI跌约6.4%
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Jin10收盘快讯称KOSPI跌约6.4%
SK hynix收跌约11%
证据限制：精确正式收盘使用Naver Finance转发KRX数据：KOSPI 6,820.60点、跌6.37%，SK hynix 1,842,000韩元、跌11.53%。
台积电Q2净利润同比增长77.4%至7,065.6亿新台币
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台积电Q2净利润同比增长77.4%至7,065.6亿新台币
Q2营收1.27038万亿新台币，同比增长36.0%
证据限制：财务数字已由台积电官方Q2财报核对；台积电业绩不是SK hynix内存订单或盈利指引。
韩国检方7月15日搜查澜起科技、瑞萨电子和Rambus韩国办公室
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韩国检方7月15日搜查澜起科技、瑞萨电子和Rambus韩国办公室
调查围绕三家公司涉嫌操纵半导体零部件价格，澜起科技港股盘中跌超18%
证据限制：调查处于搜查取证阶段；价格反应不代表违法事实成立。
美国国际贸易委员会正式启动特定DRAM设备、含相关设备的产品及组件337调查，案号337-TA-1511
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美国国际贸易委员会正式启动特定DRAM设备、含相关设备的产品及组件337调查，案号337-TA-1511
被告包括三星电子相关实体、Google、Super Micro Computer、Nvidia和Broadcom
证据限制：已由USITC新闻稿和立案通知核对；SK hynix不在被告名单，立案不等于侵权成立或排除令生效。
Jin10转述韩国证券存托机构称，7月29日起可通过券商申请SKHY ADS与韩国普通股相互转换
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Jin10转述韩国证券存托机构称，7月29日起可通过券商申请SKHY ADS与韩国普通股相互转换
韩国普通股转换为ADS受发行额度、券商流程和外汇程序约束，不能即时完成
证据限制：SEC招股书确认转换机制；未直接取得韩国证券存托机构对7月29日操作时间表的通知，具体券商流程与费用仍待确认。
媒体统计称7月1日至13日四只三星电子与SK hynix单股杠杆ETF估值损失超过8.8337万亿韩元
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媒体统计称7月1日至13日四只三星电子与SK hynix单股杠杆ETF估值损失超过8.8337万亿韩元
四只产品资产由14.3518万亿韩元降至8.9389万亿韩元、下降37.7%
SK hynix相关杠杆ETF资产下降44.9%
证据限制：未取得产品级申赎、掉期对冲和收盘再平衡数据，资产下降不能直接写成同额被迫卖盘。
SK hynix盘中跌幅扩大至12%
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SK hynix盘中跌幅扩大至12%
证据限制：盘中极值快讯；正式收盘跌11.53%，由Naver Finance转发KRX数据替代。
韩国金融委员会委员长表示将尽快公布个股杠杆产品补充措施
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韩国金融委员会委员长表示将尽快公布个股杠杆产品补充措施
他表示正在综合评估市场大跌时临时停牌制度，认为仓促实施可能带来副作用
他把全球半导体高波动和三星、SK hynix在KOSPI权重上升列为近期市场波动背景
证据限制：未取得正式规则文本、适用产品、阈值或实施日期；委员长表态不等于措施已经生效。
港股南方两倍做多海力士和南方两倍做多三星电子开盘均跌15%
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港股南方两倍做多海力士和南方两倍做多三星电子开盘均跌15%
证据限制：杠杆产品日度收益不等于对应普通股同期收益；未取得产品净值、折溢价和申赎流。
KOSPI盘中跌破6,800点、跌幅6.72%
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KOSPI盘中跌破6,800点、跌幅6.72%
SK hynix跌11.5%
证据限制：盘中快照，未写成正式收盘。
Jin10转述未来资产分析师称SK hynix回调提供增加敞口的机会
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Jin10转述未来资产分析师称SK hynix回调提供增加敞口的机会
该分析师把近期疲软与2Q26和ADR上市乐观预期快速降温联系
未来资产下调2Q26营业利润预测12%，仍维持买入评级和420万韩元目标价，并称现货价格继续走强、订单增长未见明显放缓
证据限制：卖方观点不等于公司指引；完整文章已归档，利润区间和目标价只作归因明确的研报事实。
KOSPI盘中下跌6%至约6,847点
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KOSPI盘中下跌6%至约6,847点
SK hynix跌11%，三星电子跌8%
证据限制：盘中快照，未写成正式收盘。
SK hynix盘中跌幅扩大至10%
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SK hynix盘中跌幅扩大至10%
三星电子跌近7%
证据限制：盘中快照，未写成正式收盘。
KOSPI开盘下跌4.47%至6,958.53点
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KOSPI开盘下跌4.47%至6,958.53点
SK hynix开盘跌8%，三星电子开盘跌5%
证据限制：盘初快照；报告使用约11:00 KST的Naver Finance盘中值作为更新口径。
韩国经济日报援引投行人士称，韩国外汇监管部门研究由外汇稳定基金吸纳SK hynix ADR募资美元
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韩国经济日报援引投行人士称，韩国外汇监管部门研究由外汇稳定基金吸纳SK hynix ADR募资美元
讨论目标是降低大额美元流入对USD/KRW的潜在冲击
证据限制：未取得监管部门正式决定、规模、汇率或执行时间表；只作为资金回流与汇率机制雷达。
7月15日美股收盘，道指、标普500和纳指分别上涨约0.29%、0.38%和0.60%
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7月15日美股收盘，道指、标普500和纳指分别上涨约0.29%、0.38%和0.60%
SKHY收跌9%，SNDK收跌8%，ASML收涨约2%
证据限制：快讯用于市场路径交叉检查；精确个股收盘价、涨跌幅和成交量使用Nasdaq官方接口。
SKHY盘中再次走低，跌幅扩大至11%
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SKHY盘中再次走低，跌幅扩大至11%
证据限制：盘中路径，已被正式收盘取代。
SKHY盘中跌幅一度收窄至3%
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SKHY盘中跌幅一度收窄至3%
证据限制：盘中路径，已被正式收盘取代。
SKHY开盘下跌7%
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SKHY开盘下跌7%
同期标普500和纳指分别高开约0.41%和0.63%
证据限制：开盘快照，已被正式收盘取代；指数高开只提供大盘对照。
SKHY美股盘前跌幅扩大至7%
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SKHY美股盘前跌幅扩大至7%
证据限制：盘前快照，已被7月15日美国正式收盘取代。
SKHY美股盘前下跌4.6%
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SKHY美股盘前下跌4.6%
证据限制：盘前快照，已被7月15日美国正式收盘取代。
Tickmill分析师把SKHY相对韩国普通股超过50%的溢价与全球AI硬件资产需求及可投资标的稀缺联系
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Tickmill分析师把SKHY相对韩国普通股超过50%的溢价与全球AI硬件资产需求及可投资标的稀缺联系
该分析师同时提示韩国指数此前大幅回调，后续仍取决于利率环境
证据限制：这是市场评论，不含可执行转换成本、同步汇率或ADS创建注销数据；报告使用自行复算的异步机械溢价。
Jin10转述巴克莱首次覆盖SKHY并给予330美元目标价
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Jin10转述巴克莱首次覆盖SKHY并给予330美元目标价
巴克莱预计存储供给短缺将在2027年加剧、到2028年仍只有限改善
该行预计SK hynix到2027年末现金及现金等价物超过当前市值40%，并扩大回购
证据限制：卖方预测不是公司指引；原文模型未由Jin10提供，报告另以已归档媒体原文展示详细假设。
韩媒称三星电子内部开始研究美国ADR的可行架构
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韩媒称三星电子内部开始研究美国ADR的可行架构
三星此前公开回应称未考虑发行ADR
报道说三星相关人员曾向完成ADR发行的SK hynix了解流程
证据限制：公司已否认当前计划，未取得董事会决定、监管申报或发行时间表；该行只用于韩国权重股ADR结构雷达。
KOSPI 7月15日收盘上涨6.24%至7,284.41点
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KOSPI 7月15日收盘上涨6.24%至7,284.41点
SK hynix收涨约8.8%，三星电子收涨约6.2%
证据限制：快讯用于记录收盘路径；精确价格、成交和投资者流以Naver Finance转发KRX数据为准。
截至韩国当地时间14:30，外资净买KOSPI股票约2.4万亿韩元，机构净买约1800亿韩元
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截至韩国当地时间14:30，外资净买KOSPI股票约2.4万亿韩元，机构净买约1800亿韩元
个人投资者净卖约2.5万亿韩元
报道将当日涨幅与风险偏好回升及外资加码芯片股联系
证据限制：资金流和指数均为盘中口径，正式收盘数据可能变化；媒体归因不能替代个股逐笔资金或订单数据。
韩国金融投资协会召集主要券商讨论三星电子与SK hynix单股杠杆ETF风险
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韩国金融投资协会召集主要券商讨论三星电子与SK hynix单股杠杆ETF风险
报道所述方案包括把最低保证金从1000万韩元提高至5000万韩元
行业还讨论把再平衡和对冲交易更均匀分散到交易时段，减少收盘前集中冲击
证据限制：内容来自《韩国先驱报》转述；尚未取得协会正式规则文本、实施日期和各券商最终执行口径。
南方两倍做多海力士产品午间上涨24.11%
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南方两倍做多海力士产品午间上涨24.11%
该产品较本周低点反弹66.09%，但7月累计仍下跌45.69%
证据限制：该行反映杠杆产品路径依赖和高波动，不代表SK hynix普通股同期收益；未取得产品净值、折溢价和申赎流。
现代汽车证券分析师认为，SKHY相对韩国普通股的高溢价可能提升普通股对外国投资者的相对吸引力
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现代汽车证券分析师认为，SKHY相对韩国普通股的高溢价可能提升普通股对外国投资者的相对吸引力
该判断回应了外国投资者可能从韩国普通股转向ADS的市场担忧
证据限制：这是券商分析师的价格发现观点，未取得同期单股外资逐笔流向、ADS创建注销量或可执行转换成本。
韩联社转述称SKHY上市首日约8.4万名韩国投资者通过九家主要券商买入136万份ADS
快讯正文
韩联社转述称SKHY上市首日约8.4万名韩国投资者通过九家主要券商买入136万份ADS
按发行价计算约3389亿韩元；计入其他券商后，报道估计总额接近4000亿韩元
报道同时称韩国个人投资者7月10日净买SK hynix约1.7万亿韩元，7月13日继续净买约3万亿韩元
证据限制：投资者人数和金额来自韩联社转述，未取得九家券商逐家明细；首日个人买入不能代表后续持仓方向。
Jin10转述美银称技术升级导致旧厂关闭后，韩国年均晶圆产能实际增速可能低于10%
快讯正文
Jin10转述美银称技术升级导致旧厂关闭后，韩国年均晶圆产能实际增速可能低于10%
美银估计SK hynix到2028年的新增内存产能可能只有原计划的六分之一
证据限制：未取得美银原始研报和产能模型；该行只作为远期有效供给雷达。
KOSPI盘中涨幅扩大至7%，报7338.63点
快讯正文
KOSPI盘中涨幅扩大至7%，报7338.63点
证据限制：盘中快讯；指数、广度与资金流已由Naver Finance正式收盘值更新。
韩国交易所因KOSPI快速上涨暂停程序化交易5分钟
快讯正文
韩国交易所因KOSPI快速上涨暂停程序化交易5分钟
证据限制：这是上涨侧程序化交易暂停，不写成全市场停牌或下跌熔断。
KOSPI开盘涨3.49%
快讯正文
KOSPI开盘涨3.49%
SK hynix开盘涨10%
三星电子开盘涨7%
证据限制：盘初快讯已由Naver Finance正式收盘行情替代。
媒体报道称CoreWeave正探索使用衍生品对冲未来内存与存储价格下跌风险
快讯正文
媒体报道称CoreWeave正探索使用衍生品对冲未来内存与存储价格下跌风险
讨论缘于部分长期供应协议含供应商价格下限，且尚未执行任何对冲
证据限制：报道没有把SK hynix列为具体交易对手；该行只作为客户侧LTA风险管理雷达。
Jin10晨间汇总称韩国四部门将于周四讨论单股杠杆ETF风险
快讯正文
Jin10晨间汇总称韩国四部门将于周四讨论单股杠杆ETF风险
汇总同时称韩国政府把2026年经济增长预期上调至3%，理由包括芯片超级周期
证据限制：未取得韩国政府会议通知、议程或经济预测原文；两项只进入政策雷达。
SKHY收涨约27.2%
快讯正文
SKHY收涨约27.2%
MU和SNDK均涨约5%
纳指收涨约0.9%
证据限制：精确价格、涨幅与成交量由Nasdaq和Yahoo公开收盘复核。
快讯称SKHY相对韩国普通股溢价约46%，接近50%
快讯正文
快讯称SKHY相对韩国普通股溢价约46%，接近50%
价差扩张发生在SKHY期权开始交易的同一交易日
证据限制：快讯未给出同步汇率与韩国参考时点；本报告使用韩国收盘与临近收盘汇率复算，不直接采用46%作为主口径。
SKHY期权在美国交易所开始交易
快讯正文
SKHY期权在美国交易所开始交易
截至美东10:25成交约3.3万张，逾三分之二集中于当周五到期
活跃合约包括185美元看涨、145美元看跌和8月200美元看涨
证据限制：期权上市日期由MIAX官方公告确认；成交量和合约分布来自Jin10转述的市场快讯，不代表净看涨方向。
媒体报道称SK hynix已开始向Nvidia量产出货12层HBM4
快讯正文
媒体报道称SK hynix已开始向Nvidia量产出货12层HBM4
报道所称产品已完成质量认证并进入爬坡，预计9月起扩大出货
证据限制：未取得SK hynix或Nvidia同日官方公告；该行只作为产能与客户认证雷达。
KOSPI收6856.83点、涨0.73%
快讯正文
KOSPI收6856.83点、涨0.73%
KOSDAQ收跌1.92%
SK hynix收涨约3.6%
三星电子收涨约3.3%
证据限制：收盘点位与个股精确涨跌幅由Naver Finance KRX转发复核。
汇丰认为判断存储周期见顶为时尚早
快讯正文
汇丰认为判断存储周期见顶为时尚早
汇丰预计HBM4在2027年大规模应用后SK hynix的HBM份额仍可维持50%至55%
证据限制：未取得汇丰原始研报，仅作为研报雷达。
SK hynix韩股涨超3%
快讯正文
SK hynix韩股涨超3%
SKHY夜盘涨超6%
证据限制：夜盘快讯不是Nasdaq正式常规交易收盘，未用于价差主计算。
媒体报道称韩国执政党推动修法，拟允许SK hynix为新晶圆厂引入外部资本合资方
快讯正文
媒体报道称韩国执政党推动修法，拟允许SK hynix为新晶圆厂引入外部资本合资方
报道称SK hynix需保留至少50%股权
证据限制：未取得法案原文、表决时间和生效安排。
外媒汇编称最大KODEX SK hynix单股杠杆ETF资产规模约34亿美元
快讯正文
外媒汇编称最大KODEX SK hynix单股杠杆ETF资产规模约34亿美元
该产品自上市以来约跌45%，较6月高点回落逾60%
证据限制：未取得7月13日至14日产品级申赎、掉期对冲与收盘再平衡流。
KOSPI盘中跌5%
快讯正文
KOSPI盘中跌5%
SK hynix盘中跌8.4%
证据限制：盘中快讯；具体低点由Naver Finance收盘序列复核。
晨星维持SKHY每份ADS 160美元公允价值估计
快讯正文
晨星维持SKHY每份ADS 160美元公允价值估计
晨星维持极高不确定性评级
证据限制：未取得晨星原始估值模型，仅作为估值雷达。
KOSPI日内涨1%
快讯正文
KOSPI日内涨1%
三星电子涨5%
SK hynix涨2%
证据限制：盘中快讯，已由收盘数据替代。
KOSPI从跌超2%快速翻红
快讯正文
KOSPI从跌超2%快速翻红
SK hynix接近平盘
证据限制：盘中快讯，已由收盘数据替代。
KOSPI盘初跌幅扩大至2%
快讯正文
KOSPI盘初跌幅扩大至2%
SK hynix跌3%
证据限制：盘中快讯，已由收盘数据替代。
SKHY美股上市第二日收跌超9%
快讯正文
SKHY美股上市第二日收跌超9%
证据限制：精确收盘价与成交量由Nasdaq官方行情复核。
纳指收跌1.55%
快讯正文
纳指收跌1.55%
MU跌4.3%
SNDK跌超12%
证据限制：美股数字由Nasdaq和Yahoo收盘数据复核。
文章与研报
| 来源 | 发布日期 | 站内阅读 | 状态 |
|---|---|---|---|
| 한국투자증권 | 2026-07-13 | 长约重塑海力士盈利预期 | 原文与中文摘要已归档 |
| 이데일리 | 2026-07-13 | 海力士急跌的三重压力 | 原文与中文摘要已归档 |
| 金十数据 | 2026-07-13 | 韩股抛售与芯片周期分歧 | 原文与中文摘要已归档 |
| 이데일리 | 2026-07-14 | SK海力士盈利下修与估值支撑 | 原文与中文摘要已归档 |
| SemiAnalysis | 2026-06-23 | 长鑫扩产与HBM追赶路径 | 原文与中文摘要已归档 |
| Goldman Sachs | 2026-05-22 | 对冲基金减持半导体 | 原文与中文摘要已归档 |
| Reuters via Investing.com | 2026-07-06 | 美国对冲基金连续第四周净卖出科技硬件（正文未取得） | 正文未取得：HTTP 403 |
| Yahoo Finance转述Investing.com与Barclays | 2026-07-14 | 巴克莱看好海力士供需与回购空间 | 原文与中文摘要已归档 |
| Direxion | 2026-07-15 | 海力士两倍杠杆基金在美上市 | 原文与中文摘要已归档 |
| Bloomberg Law | 2026-07-14 | 海力士期权首秀集中短周期合约 | 原文与中文摘要已归档 |
| SBS News | 2026-07-15 | 韩国拟收紧单股杠杆基金规则 | 原文与中文摘要已归档 |
| Meta | 2026-07-13 | Meta路易斯安那数据中心扩至5吉瓦 | 原文与中文摘要已归档 |
| Reuters via Investing.com | 2026-07-10 | SK Hynix CEO sees worst memory shortage in 2027, demand to outstrip supply beyond 2030 | 正文未取得：HTTP 403 |
| Kyunghyang Shinmun | 2026-05-27 | SK hynix杠杆ETF首日放量 | 原文与中文摘要已归档 |
| MIAX Exchange Group | 2026-07-13 | SKHY期权登陆MIAX市场 | 原文与中文摘要已归档 |
| Nasdaq Trader | 2026-07-10 | SKHYV切换SKHY完成常规交易 | 原文与中文摘要已归档 |
| Samsung Asset Management KODEX | 2026-05-27 | SK海力士单股杠杆基金结构 | 原文与中文摘要已归档 |
| U.S. Securities and Exchange Commission | 2026-07-09 | SK海力士美国存托股发行全貌 | 原文与中文摘要已归档 |
| SK Securities | 2026-06-08 | 内存供给瓶颈支撑下半年重估 | 原文与中文摘要已归档 |
| 韩民族日报中文网 | 2026-07-16 | 韩检方调查内存接口芯片报价串通 | 原文与中文摘要已归档 |
| ChosunBiz | 2026-07-15 | 三家芯片供应商在韩遭搜查 | 原文与中文摘要已归档 |
| 新浪财经转述澜起科技公告 | 2026-07-16 | 澜起回应韩国反垄断调查 | 原文与中文摘要已归档 |
| 韩国金融委员会 | 2026-07-16 | 韩国收紧单一股票杠杆产品 | 原文与中文摘要已归档 |
| 财联社 | 2026-07-21 | AI长期合同的履约脆弱性 | 原文与中文摘要已归档 |
| Korea JoongAng Daily | 2026-04-14 | 存储长协重塑周期边界 | 原文与中文摘要已归档 |
| SK hynix Newsroom | 2026-07-29 | 海力士二季度盈利与产能扩张 | 原文与中文摘要已归档 |
| Korea JoongAng Daily | 2026-07-29 | 纪录利润未越过市场预期 | 原文与中文摘要已归档 |
| 金十数据 | 2026-07-23 | 转换上限固化美股溢价 | 原文与中文摘要已归档 |
| 金十数据 | 2026-07-29 | 高利润遭遇存储周期疑虑 | 原文与中文摘要已归档 |
| 金十数据 | 2026-07-29 | 韩股抛售放大盈利预期差 | 原文与中文摘要已归档 |
长约重塑海力士盈利预期
重要性5/5 高
直接覆盖SK海力士第二季度业绩预期差、长期盈利修正和HBM4量产节奏，来源为署名券商研究，数字密度与标的相关性均高。
中文摘要
核心结论
韩国投资证券预计，SK海力士2026年第二季度营业利润将低于市场共识，但将2026年、2027年预测下调归因于LTA（长期供应协议）价格假设调整。报告判断，HBM4（第四代高带宽存储器）放量和长期合约扩张将延长高利润周期。
重要性评级
评级：5/5（高）
报告直接覆盖000660与SKHY，包含第二季度业绩预测、两年盈利修正、产品节奏和估值参数，是当日日报判断业绩预期差的高密度一手券商材料。
关键事实
- 预计2026年第二季度收入80.9万亿韩元，环比增长54%、同比增长264%。
- 预计营业利润60.4万亿韩元，环比增长61%、同比增长556%，较65万亿韩元市场共识低约8%。
- 报告估算第二季度DRAM（动态随机存取存储器）和NAND（闪存）平均售价环比分别上涨约30%和50%。
- SK海力士的HBM收入占比较高，受通用存储器涨价带动的综合平均售价增幅相对较小；报告预计第三季度HBM4规模量产销售后，平均售价增速回到行业平均水平。
- 2026年和2027年营业利润预测分别下调9%和11%；调整依据是已签署长期供应协议中的价格条件。
- 报告预计2026年第二季度公司营业利润率达到74.6%的历史高点，此后逐季上升。
- 2027年起，长期供应协议价格开始适用于HBM，预计将带动DRAM综合平均售价提高。
- 维持380万韩元目标价和“增持”评级；估值依据为未来12个月每股净资产643,124韩元及6倍市净率。
作者观点与证据
分析师蔡敏淑认为，存储器产业正向3至5年长期供应协议迁移，合同收入增加及HBM产能占用将限制供给，估值关注点会转向高盈利持续年限。支撑材料包括价格预测、利润率、产品量产时间和已签协议；收入、利润及价格涨幅均为券商预测，尚待公司业绩与合同执行验证。
与相关标的的关系
000660是SK海力士韩国本股，SKHY是其美国存托凭证。第二季度利润低于共识会影响两地市场的近期盈利预期，HBM4放量、长期合约定价和利润率持续性则关系到中期估值框架。
时效性与限制
报告发布于美东时间 07/12 18:38（UTC+8 07/13 06:38），采集于美东时间 07/13 01:14（UTC+8 07/13 13:14）。原文来自券商研究页面，正文混有大量网站导航信息；关键财务数字属于分析师估算，报告未披露长期协议的客户、数量和具体价格。
后续跟踪
- 第二季度实际收入、营业利润与65万亿韩元市场共识的差距。
- 第三季度HBM4量产销售进度及平均售价变化。
- 2027年长期协议价格生效后的HBM与DRAM综合售价。
- 合同收入占比、产能配置和季度营业利润率。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.
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기업Preview
SK하이닉스:2Q26 Preview: LTA를 반영한 추정치 현실화
채민숙 2026.07.13
2분기 실적은 컨센서스 하회 전망
2분기 실적은 매출액 80.9조원(54% QoQ, 264% YoY), 영업이익 60.4조원(61% QoQ, 556% YoY)으로 영업이익은 컨센서스 65조원을 8% 하회할 것이다. 하회의 이유는 경쟁사 대비 HBM의 매출 비중이 높아, 시장 평균보다 ASP 상승률이 낮기 때문이다. HBM4가 본격적으로 양산 판매를 시작하는 3분기부터는 시장 평균 수준의 ASP 상승률을 기록할 것이다. 2분기 DRAM과 NAND ASP는 전분기대비 각각 약 30%, 50% 상승한 것으로 추정한다.
추정치 현실화는 LTA를 반영한 결과
2026년과 2027년 영업이익 추정치를 기존 대비 각각 9%, 11% 하향한다. 이는 실적 우려가 아니라 체결된 LTA를 바탕으로 가격 가정을 현실화한 결과다. 메모리 산업이 3~5년 LTA 계약 구조로 변화하면서, 기업 가치는 분기별 ASP 상승률보다 높은 수익성이 얼마나 오랜 기간 지속되는지에 의해 결정될 것이다. 전사 영업이익률은 2026년 2분기 74.6%로 역대 최고치를 경신한 뒤, 매 분기 꾸준히 상승할 전망이다. HBM4는 3분기부터 본격적으로 양산 판매를 시작하고, 2027년부터는 장기공급계약의 가격이 적용돼 HBM ASP가 상승하면서 DRAM blended ASP 상승을 이끌 것이다.
목표주가 3,800,000원과 비중확대 의견 유지
목표주가 3,800,000원(12MF BPS 643,124원, 목표 PBR 6배)과 비중확대 의견을 유지한다. 지금부터 주목해야 할 점은 수익의 지속 가능성이다. LTA의 확대는 메모리 산업의 오랜 약점이었던 실적 변동성을 낮추고 있다. 계약 기반 매출 비중이 확대되고 HBM의 생산 확대로 인한 Capa 잠식으로 공급 부족이 지속되면서, 높은 수익성이 장기간 유지될 것이다. 밸류에이션은 이익의 크기가 아닌 지속 가능성을 반영해 리레이팅될 것이다.
주식주문
관련리포트
-
인공지능리서치 AIR :2026년 6월 25일 Daily
염동찬 2026.06.25
-
인공지능리서치 AIR :2026년 5월 26일 Daily
염동찬 2026.05.26
-
SK하이닉스 (000660):우린, 이제부터 시작입니다
채민숙 2026.05.20
원문보기
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매수할
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현재 주가
확인
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수량/가격
입력
매수
주문
내용
확인
실행
완료
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매수할
펀드 선택
상품정보
확인
신규매수
신청
투자자정보
확인
신청내용
입력
내용
확인
실행
완료
투자 가이드
한국투자증권의 다양한 상품으로
투자생활을 시작해 보세요.
ISA
다양한 금융상품을 한 계좌에서
통합 관리하여 절세효과까지
누릴 수 있어요.
#다양한 절세효과
#통합자산관리
ISA 알아보기
CMA
자유로운 입출금 및 결제계좌로 사용할 수 있으며 남은 유휴자금
은 고수익 자산에 투자할 수
있어요.
#수익성+안정성
#자동납부 서비스
CMA 알아보기
연금
개인연금으로 연말정산 시
절세 혜택을, 퇴직연금으로
퇴직시 일시금·연금으로
받아볼 수 있어요.
#세액공제
#안정적인 노후 준비
연금 알아보기
청약 가이드
PC와 모바일에서 공모주청약
방법을 동영상으로 쉽게
알려드려요.
공모주청약 알아보기
[한국투자증권] PC로 공모주 청약 신청하는 법 (HTS, 홈페이지)
2021.08.06
[한국투자증권] 스마트폰으로 공모주 청약 신청하는 법 (한국투자앱 MTS)
2021.08.06
투자 스킬업하기
한투의 다양한 투자방법을 체험하고
투자교육, 모의투자로 투자 스킬을 올려 보세요.
- 투자교육
- 투자체험
- 실전모의투자
투자교육
NO.1 인터넷 투자방송
고객과 함께하는 성공투자 길잡이
eFriendAir X 유투브
실시간 방송 보러가기
동영상 교육 홈페이지
오프라인 교육을 홈페이지에서
동영상으로 수강할 수 있어요.
- 1 프로그램/서비스의 이해
- 2 전문적인 시스템 활용
- 3 금융/투자상품의 이해
고객동영상교육
고객집합 교육 교육장
교육장에서 실시하는 다양한
강좌를 무료로 신청할 수 있어요.
- 1 교육일정 및 신청 페이지 접속
- 2 강좌 선택 및 신청
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- 4 무료 강의 수강
교육일정
1:1전화 교육 PC원격
PC원격으로 교육강사와
1:1 맞춤교육을 받을 수 있어요.
- 1 교육신청
- 2 교육강사 연락
- 3 PC 원격연결
- 4 1:1 교육
1:1전화교육 일정
투자체험
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海力士急跌的三重压力
重要性4/5 中高
报道与当日急跌高度同步，涵盖两地价差、业绩门槛、出口和杠杆清算数据，对解释000660与SKHY波动具有直接价值，但归因尚无公司披露验证。
中文摘要
核心结论
未来资产证券将SK海力士本股急跌解释为ADR（美国存托凭证）上市预期兑现、第二季度业绩门槛抬高和杠杆仓位清算共同造成的波动。出口与长期供需数据仍保持强势，但短期价格稳定取决于强制平仓压力消退和业绩验证。
重要性评级
评级：4/5（中高）
报道紧贴当日急跌，直接解释000660与SKHY的价差、业绩预期和资金结构，并提供出口及反向交易数据；主要归因来自单一券商研究员，证据强度低于公司披露。
关键事实
- SK海力士大幅下跌后，韩国综合股价指数市场触发年内第35次卖出侧熔断暂停机制。
- SKHY于07/10（未给出具体时刻）在纳斯达克开始交易，首日收盘较韩国本股换算价格溢价约16%。
- 上市首日溢价为15.6%，接近台积电美国存托凭证16.3%的溢价；韩国本股急跌后，盘中两地价差扩大至25%以上。
- 未来资产证券认为，转换限制、投资者结构和流动性差异会使两地价格长期保留一定差距，但方向通常一致。
- 报道援引韩国机构预测称，SK海力士第二季度营业利润可能低于市场共识约8%，原因是HBM（高带宽存储器）占比较高，通用存储器涨价对综合平均售价的拉动较弱。
- 未来资产证券预计SK海力士2026年和2027年营业利润分别为299万亿韩元和449万亿韩元。
- 07/01至07/10（均未给出具体时刻），韩国出口同比增长53.9%至298亿美元，半导体出口增长193%至112亿美元，占出口总额37.6%。
- 07/09（未给出具体时刻），反向交易金额由前一日290亿韩元升至1,420亿韩元，显示杠杆清算压力快速增加。
作者观点与证据
记者转述未来资产证券研究员金锡焕的判断：急跌对应上市事件兑现、业绩预期调整和杠杆清算叠加，半导体需求暂未出现明显收缩。出口数据、两地价差和反向交易金额提供了事实支持；各因素对跌幅的贡献没有量化拆分，关于强制平仓延续数日的判断属于分析推测。
与相关标的的关系
000660直接承受韩国市场获利回吐和杠杆清算，SKHY则形成新的海外定价参照。转换机制与流动性差异限制价差收敛，因此25%以上价差无法单独证明其中一地存在确定的错误定价。
时效性与限制
报道发布于美东时间 07/12 23:56（UTC+8 07/13 11:56），采集于美东时间 07/13 01:14（UTC+8 07/13 13:14）。文章依赖未来资产证券评论及另一家未具名韩国机构的业绩预测，缺少公司确认，也未提供杠杆持仓总量和清算主体明细。
后续跟踪
- 预计07/29（未给出具体时刻）公布的第二季度初步业绩。
- 人工智能超大规模云服务商的资本开支展望。
- 反向交易金额与强制平仓压力的变化。
- 000660与SKHY价差、转换限制及两地流动性。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.
原文
SK하이닉스 급락, 업황 훼손보다 ‘ADR 이벤트 소멸·레버리지 청산’
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SK하이닉스 급락, 업황 훼손보다 ‘ADR 이벤트 소멸·레버리지 청산’
미래에셋증권 보고서
ADR과 본주 가격 차 장중 25% 이상…완전한 수렴은 어려워
7월 초 반도체 수출 193% 증가…업황 지표는 여전히 견조
“프리미엄만 보고 추격매수 말고 실적·수급 확인해야”
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등록 2026-07-13 오후 12:56:11
수정 2026-07-13 오후 12:56:11
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[이데일리 박순엽 기자] SK하이닉스(000660)의 주가 급락은 반도체 업황이나 중장기 실적 전망이 훼손됐다기보다 미국예탁증서(ADR) 상장 재료 소멸과 높아진 실적 기대, 레버리지 투자자의 포지션 청산이 한꺼번에 반영된 변동성 조정이라는 분석이 나왔다.
김석환 미래에셋증권 연구원은 13일 보고서를 통해 “최근 주가 상승을 이끌었던 SK하이닉스 ADR 상장 기대가 현실화되면서 이벤트 소멸에 따른 차익실현 압력이 나타났다”며 “2분기 실적이 높아진 시장 눈높이에 미치지 못할 수 있다는 우려도 영향을 미쳤다”고 평가했다. 이날 SK하이닉스가 큰 폭으로 하락하면서 코스피 시장엔 올해 35번째 매도 사이드카가 발동됐다.
SK하이닉스가 나스닥 ADR 거래를 개시한 지난 10일(현지시간) 뉴욕 타임스스퀘어 전광판에 SK하이닉스의 ADR 거래 개시 기념 브랜드 캠페인 영상이 재생되고 있다. (사진=연합뉴스)
SK하이닉스 ADR은 지난 10일 ‘SKHY’라는 종목명으로 미국 나스닥 시장에서 거래를 시작했다. 상장 첫날 ADR은 국내 본주를 환산한 가격보다 약 16% 높은 수준에서 거래를 마쳤다. ADR 상장을 계기로 국내 주가도 추가 상승할 것이라는 기대가 컸지만, 상장이 현실화한 뒤에는 오히려 차익실현 매물이 출회됐다.
국내 본주 급락으로 이날 장중 ADR과 본주의 가격 차는 25% 이상으로 확대됐다. 상장 첫날 기준 프리미엄은 15.6%로 대만 TSMC의 ADR 프리미엄 16.3%와 비슷한 수준이었다. 김 연구원은 “본주와 ADR 사이에는 전환 제약과 투자자 기반, 유동성 차이가 있어 일정 수준의 프리미엄이 구조적으로 유지될 수 있다”며 “가격 차가 오르내릴 수는 있지만 방향성 자체는 대체로 같을 것”이라고 설명했다.
실적을 둘러싼 눈높이 조정도 매도 압력을 키웠다. 최근 국내 기관 한 곳이 SK하이닉스(000660)의 2분기 영업이익이 시장 전망치를 약 8% 밑돌 수 있다고 전망한 것으로 전해졌다. 고대역폭메모리(HBM) 매출 비중이 경쟁사보다 높아 범용 메모리 가격 상승에 따른 평균판매가격 개선 효과가 상대적으로 작을 수 있다는 이유에서다.
다만 김 연구원은 SK하이닉스와 반도체 업황에 대한 긍정적인 시각을 유지했다. HBM 가격 상승 가능성과 장기 공급계약을 바탕으로 이익 가시성이 높다는 판단이다. 미래에셋증권은 SK하이닉스의 영업이익을 2026년 299조원, 2027년 449조원으로 전망하고 있다.
수출 지표도 급격한 반도체 수요 위축과는 거리가 있다는 평가다. 이달 1~10일 한국 수출은 전년 동기 대비 53.9% 증가한 298억달러로 같은 기간 기준 역대 최대를 기록했다. 반도체 수출은 193% 늘어난 112억달러로 전체 수출의 37.6%를 차지했다.
다만 양호한 펀더멘털이 당장 주가 안정을 보장하는 것은 아니라는 지적이다. 최근 반도체와 단일종목 레버리지 상품으로 유동성이 몰리면서 작은 악재에도 포지션 청산이 연쇄적으로 나타날 수 있기 때문이다. 지난 9일 반대매매 금액도 전날 290억원에서 1420억원으로 급증했다. 담보 부족 발생과 실제 강제 매도 사이에 시차가 있는 만큼 급락 여파가 수일간 이어질 가능성도 있다.
김 연구원은 “이번 급락은 ADR 상장 이벤트 소멸과 높아진 실적 기대, 레버리지 포지션 정리가 동시에 반영된 것으로 보인다”며 “오는 29일로 예상되는 2분기 잠정실적과 인공지능 하이퍼스케일러의 설비투자 전망, 반대매매 압력 완화 여부를 확인할 필요가 있다”고 말했다. 이어 “수급 불안이 해소되기 전까지는 ADR 프리미엄만을 근거로 추격 매수하기보다 변동성을 감안한 분할 접근이 적절하다”고 조언했다.
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韩股抛售与芯片周期分歧
重要性4/5 中高
文章发布及时，直接覆盖SK海力士两地证券及韩国央行的行业判断，能补充市场与宏观视角；其证据以二手转述和策略师评论为主。
中文摘要
核心结论
金十数据将SK海力士韩国本股急跌概括为获利回吐、估值重估和可交易供给增加共同作用，同时援引韩国央行报告维持人工智能存储器供不应求的中期判断。短期资金调整与中期行业扩张预期并存，需求规模、供给增量和估值倍数仍有较大分歧。
重要性评级
评级：4/5（中高）
文章及时覆盖000660、SKHY及三星电子的同步波动，并补充韩国央行对半导体周期的官方判断；市场归因多来自策略师评论，部分价差表述和发行机制仍需原始资料核实。
关键事实
- 截至文章发稿前，韩国股市跌幅超过7%，SK海力士韩国本股下跌超过10%，三星电子下跌超过6%。
- SK海力士美国市场首秀上涨13%，显示美国投资者对人工智能半导体的需求较强。
- 元大证券全球策略师Daniel Yoo（柳丹尼尔）称，台积电美国存托凭证较本股溢价约13%至14%，SK海力士美韩两地股票价差超过20%。
- 柳丹尼尔将部分抛售压力归于新增可交易股票供给，并认为人工智能需求持续超过供给时，调整可能集中在短期；其6至12个月展望属于分析师判断。
- Rayliant Global Advisors（睿联全球顾问公司）首席研究官Phillip Wool（菲利普·伍尔）认为，亚洲人工智能硬件股走弱反映组合风险调整，投资者此前已积累较大多头仓位。
- 韩国央行向议员朴星勋提交报告称，人工智能基础设施投资推动需求快速增长，而半导体供给扩张仍然缓慢。
- 韩国央行指出，HBM（高带宽存储器）等定制产品限制了扩产速度，全球半导体市场可能保持较长时间扩张。
- 韩国央行同时承认人工智能采用速度、覆盖范围和盈利能力存在不确定性，并援引摩根大通、高盛和摩根士丹利关于全球半导体市场至少强劲至2027年末的判断。
作者观点与证据
文章倾向于把急跌视为资金和估值调整，同时用韩国央行报告支持人工智能半导体周期尚未明显转弱。股价、价差与央行供需判断构成主要证据；“新增股票供给”的具体机制、两地折溢价计算口径及长期需求预测均缺少原始数据表，策略师意见不能替代公司订单和财务披露。
与相关标的的关系
000660受到韩国市场去杠杆、获利回吐和供给预期影响，SKHY承担美国投资者给出的海外估值参照。人工智能基础设施投资及HBM供给约束关系到两只证券的共同盈利基础，两地市场结构差异会使短期表现出现偏离。
时效性与限制
文章发布于美东时间 07/12 23:19（UTC+8 07/13 11:19），采集于美东时间 07/13 01:14（UTC+8 07/13 13:14）。报道为市场资讯平台的综合转述，未附韩国央行报告原文、两地换算公式或发行文件；“截至发稿前”的行情会随交易继续变化。
后续跟踪
- 000660与SKHY的价差及两地成交量变化。
- 新增可交易供给的规模、来源和转换安排。
- 人工智能基础设施资本开支与HBM订单可见度。
- 韩国央行所述供给扩张速度及2027年末需求判断。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.
原文
强劲美股首秀后遭抛售！SK海力士韩股暴跌逾10%，韩国央行紧急下场-市场参考-金十数据
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强劲美股首秀后遭抛售！SK海力士韩股暴跌逾10%，韩国央行紧急下场
冰火两重天？SK海力士美股上周刚狂飙13%，韩股开盘却暴跌10%！三星股价同步下挫，韩国央行坐不住了……
周一， 韩国股市大幅下挫，截至发稿前跌超7% 。作为两大权重股，SK海力士在纳斯达克强劲亮相后，周一韩股暴跌超过10%；三星电子则跌超6%。触发此次回落的可能原因有两点： 一是投资者获利了结，二是市场开始重新评估，人工智能存储芯片需求的激增是否足以支撑这两只股票此前的大幅上涨。
这家韩国存储芯片制造商上周五在华尔街首秀时上涨13%，显示出美国投资者对人工智能相关半导体股票的强烈兴趣。分析师认为，美国存托凭证（ADR）挂牌后，市场实际上为这家公司估值建立了一个新的参照。
Yuanta Securities全球策略师Daniel Yoo说：“每个人都对存储需求的未来走向以及合理价格的定位感到非常困惑。”他表示，“这一切都取决于需求有多大，将有多少供应进入市场……（以及）你将获得什么样的估值倍数。”
Yoo还提到，台积电在美国上市的ADR相对于本土股票的溢价约为13%至14%，而 SK海力士在美国和韩国上市的股票之间则出现了超过20%的折价。
Yoo认为， 这次抛售也与发行机制有关 ，他称之为“额外股票发行”，因为这增加了市场可交易的股票供给。“市场将此视为SK海力士在国内的一个调整期，”他表示。他补充说，随着结构性的人工智能需求继续超过供应，这次回调可能只是暂时的，未来6至12个月内该股仍可能“朝着正确的方向”发展。
Rayliant Global Advisors首席研究官Phillip Wool则淡化了亚洲人工智能硬件概念股近期的疲软表现，认为 这更像是投资组合再平衡，而不是行业前景恶化 。他表示，这主要出于风险管理考虑，因为不少投资者在韩国人工智能芯片制造商强劲上涨后，已经积累了较大的多头头寸。“审慎的风险管理要求你必须缩减这些头寸，”他说。
Wool补充称， 这轮抛售“并不能真正说明人们对人工智能硬件的热情有任何减退” 。他认为，人工智能领域投资正在向半导体以外扩展，但这仍将继续惠及SK海力士等存储芯片供应商。
韩国央行下场：强调人工智能周期未见放缓
在韩国两大科技股大跌之际，周一，韩国央行发布报告称， 全球半导体市场仍然供不应求，当前由人工智能驱动的超级周期预计将持续一段时间，这驳斥了投资者关于芯片周期已经见顶的担忧 。韩国央行在提交给议员朴星勋的报告中表示，虽然受人工智能基础设施投资推动，半导体需求大幅激增，但供应扩张的步伐仍然十分缓慢。
韩国央行还指出， 这一轮芯片周期与以往不同，因为它是由企业竞争性投资推动的 ，这些投资押注人工智能普及将给产业生态系统带来根本性变化。央行表示，由于市场由高带宽存储器（HBM）等定制化产品主导，供应扩张受到的约束比过去更大，全球半导体市场预计将在相当长一段时间内保持扩张趋势。
韩国央行表示，人工智能技术的采用速度、覆盖范围以及盈利能力仍存在不确定性。不过， 该央行同时援引摩根大通、高盛和摩根士丹利等主要投行的普遍判断称，全球半导体市场至少到明年底都将保持强劲势头。
风险提示及免责条款：市场有风险，投资需谨慎。本文不构成个人投资建议，也未考虑到个别用户特殊的投资目标、财务状况或需要。用户应考虑本文中的任何意见、观点或结论是否符合其特定状况。据此投资，责任自负。
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SK海力士盈利下修与估值支撑
重要性4/5 中高
发布时间新、与SK海力士直接相关且事实密度较高，但主要结论来自单一券商预测和媒体转述，缺少原始研报与公司数据验证。
中文摘要
核心结论
未来资产证券将SK海力士第二季度营业利润预测下调约12%，但认为近期股价回调已较充分反映盈利预期降温，因此维持“买入”评级和420万韩元目标价。支撑其判断的证据包括存储器现货价格持续上涨、人工智能基础设施需求扩张、普通存储器供应趋紧及长期供应协议覆盖约半数收入。
重要性评级
评级：4/5（中高）
文章发布于当日亚洲交易时段前，直接涉及SK海力士（000660、SKHY）的盈利预测、目标价和存储器供需，适合当日日报优先阅读。关键数据来自未来资产证券分析师测算并由媒体转述，缺少原始研报模型与公司确认，证据强度低于公司公告或正式财报。
关键事实
- 文章由《Edaily》发布于美东时间 07/13 19:02（UTC+8 07/14 07:02），后于美东时间 07/13 20:46（UTC+8 07/14 08:46）修改。
- 未来资产证券维持SK海力士“买入”评级及420万韩元目标价；07/13收盘价为184.5万韩元，原文未给出具体收盘时刻。
- 第二季度营业利润预测由70.7万亿韩元降至62.3万亿韩元，降幅约12%。调整原因是DRAM（动态随机存取存储器）与NAND（闪存）的ASP（平均售价）增幅预测分别下调8个和5个百分点。
- 该机构预计，SK海力士2027年营业利润将同比增长45.7%至389万亿韩元。
- TSMC（台积电）6月营收同比增长67.9%，创历史新高；文章将其作为AI（人工智能）投资需求仍强的旁证。
- 谷歌订单积压环比增长92.6%，亚马逊增长49.2%；截至2026年第一季度，全球五家大型科技与云服务公司的订单积压合计达到2.1万亿美元。
- 16Gb规格DDR5与DDR4（第五代与第四代双倍数据率内存）现货价格连续超过40个交易日上涨，均接近历史高位。
- 文章称HBM（高带宽内存）涨价会影响产能配置，从而收紧普通存储器供应；SK海力士约一半收入由LTA（长期供应协议）覆盖。
作者观点与证据
未来资产证券研究员金英健认为，近期回调同时消化了第二季度业绩预期和ADR（美国存托凭证）上市带来的资金面预期降温，跌幅已超过盈利预测下修所能解释的范围。其乐观判断主要依赖四组证据：大型科技企业订单积压、台积电月度营收、存储器现货价格以及长期供应协议覆盖率。
目标价、2027年利润及平均售价变化均属券商预测。文章没有提供估值模型、目标价计算方法、长期供应协议的客户与定价结构，也未附未来资产证券原始研报，读者无法仅凭本文复核关键假设。
与相关标的的关系
文章直接覆盖韩国上市公司SK海力士（000660）及其相关代码SKHY。盈利预测下调反映DRAM与NAND价格假设转弱；HBM需求、普通存储器供应收紧和长期协议覆盖率则构成利润稳定性的正面论据。420万韩元目标价与184.5万韩元前收盘价之间差距较大，其有效性高度依赖2027年利润预测能否兑现。
时效性与限制
报道距离检索时间约3小时，适合解释07/14亚洲早盘前的市场预期。信息属于财经媒体对单一券商观点的转述，文中数值单位与预测期未通过公司公告或原始研报交叉验证；第二季度及2027年利润预测也不代表已实现业绩。
后续跟踪
- SK海力士第二季度实际营业利润及DRAM、NAND平均售价变化。
- DDR5、DDR4现货价格连续上涨能否传导至合约价格。
- HBM产能配置对普通存储器供应量和产品组合的实际影响。
- 2027年营业利润预测、420万韩元目标价及长期供应协议覆盖率的后续修订。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.；媒体转述券商预测，不是公司指引；原始估值模型未附。
原文
SK하이닉스, 실적 눈높이 낮췄지만 목표가 420만원 유지-미래
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저작권자 ⓒ 이데일리 - 당사의 기사를 동의 없이 링크, 게재하거나 배포하실 수 없습니다
SK하이닉스, 실적 눈높이 낮췄지만 목표가 420만원 유지-미래
등록 2026-07-14 오전 8:02:26
수정 2026-07-14 오전 9:46:07
[이데일리 박정수 기자] 미래에셋증권은 14일 SK하이닉스(000660)에 대해 실적 추정치를 하향 조정했지만 최근 주가 조정으로 이를 상당 부분 반영했다며 투자의견 ‘매수’와 목표주가 420만원을 유지했다. 전날 종가는 184만5000원이다.
김영건 미래에셋증권 연구원은 “최근 주가 조정은 2분기 실적 기대와 ADR 상장에 따른 수급 기대가 되돌려지는 과정에서 다소 과하게 진행됐다”며 “저점에서 비중 확대가 유효한 시기”라고 판단했다.
미래에셋증권은 SK하이닉스 올해 2분기 영업이익 전망치를 기존 70조7000억원에서 62조3000억원으로 12%가량 하향 조정했다. DRAM과 낸드(NAND) 평균판매단가(ASP) 전망을 각각 8%포인트, 5%포인트 낮춘 영향이다. 다만 2027년 영업이익은 전년 대비 45.7% 증가한 389조원으로 성장세를 이어갈 것으로 전망했다.
업황에 대한 시각은 여전히 긍정적이다. 김 연구원은 TSMC의 6월 매출이 전년 동기 대비 67.9% 증가하며 역대 최대를 기록했고, 빅테크의 AI 투자도 견조하게 이어지고 있다고 분석했다. 구글의 수주잔고는 전분기 대비 92.6%, 아마존은 49.2% 증가했으며, 글로벌 빅테크·클라우드 5개사의 2026년 1분기 기준 수주잔고는 2조1000억달러에 달한다고 설명했다.
메모리 가격 강세도 투자 포인트로 제시했다. 김 연구원은 “16Gb 기준 DDR5·DDR4 현물가격이 40거래일 이상 연속 상승하며 모두 가격 신고점에 근접했다”며 “레거시 메모리 가격 강세는 타이트한 수급을 반영하는 것”이라고 평가했다.
이어 “HBM 가격 상승이 생산능력 배분을 이끌면서 HBM을 제외한 일반 메모리 공급은 더욱 타이트해질 것”이라며 “매출의 절반가량이 장기공급계약(LTA)으로 체결돼 있어 조달 불확실성에도 실적 안정성이 높다”고 덧붙였다.
이천 SK하이닉스 본사.(사진=연합뉴스)
박정수 기자 ppjs @
저작권자 ⓒ 이데일리-당사의 기사를 동의 없이 링크, 게재하거나 배포하실 수 없습니다.
박정수 기자
ppjs @
- - LSK아이로봇, 8회차 CB 16억 상환…"60만주 오버행 부담 완화"
- - 스맥, 반도체 장비 93억 추가 수주…"하반기 수주 확대"
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인기기사
- 1
크레딧 기업들, 회사채 대신 CP로…비우량은 갈 곳 더 좁아졌다
- 2
트렌드 휴업 들어간 홈플러스, 항고 대신 파산 택하나…16일 분수령
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투자 국민성장펀드 2차 GP 확정…5000억 스케일업펀드 스틱 품으로
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크레딧 엔지니어링공제회, 다원시스 디폴트 여파에 ‘Baa1’ 하향
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트렌드 홈플러스 유성점 등 2300억에 매각…메리츠 몫 되나
SRE 랭킹
신용등급 속보 등급 워스트 기대되는 M&A
- ▪ (주)BNK투자증권 A+
- ▪ 우리금융캐피탈(주) AA-
- ▪ 키움캐피탈(주) A
- ▪ 교보증권(주) AA-
- ▪ 농협은행(주) AAA
- ▪ 신영증권(주) AA-
- 0 1
SK온 A+
- 0 2
CJ CGV A-
- 0 3
CJ ENM AA-
- 0 4
IM증권 A+
- 0 5
롯데건설 A+
- 0 6
여천NCC A
※ 제 35 회 SRE 설문조사 결과입니다.
- 0 1
SK바이오 백신CMO기업 IDT 바이오로지카 인수
- 0 2
현대차 현대모비스의 수소연료전지사업 인수
- 0 3
LIG 넥스원 美 고스트로보틱스 지분 인수
- 0 4
LG전자 美자율주행스타트업 베어로보틱스투자
- 0 5
LG디스플레이 中 광저우 LCD 공장 지분 인수
- 0 6
유진그룹의 YTN 지분 인수
※ 제 35 회 SRE 설문조사 결과입니다.
长鑫扩产与HBM追赶路径
重要性3/5 中
与SK海力士的DRAM产能、HBM利润率和中期竞争格局直接相关，事实密度高；但发布时间较早，核心预测多来自作者模型，作为背景材料的价值高于当日催化价值。
中文摘要
核心结论
SemiAnalysis认为，长鑫存储已成为全球第四大DRAM（动态随机存取存储器）厂商，并将借助上市融资和新产线继续扩大通用DRAM份额；未来两年的竞争压力主要来自晶圆产能扩张。其HBM（高带宽内存）良率、堆叠工艺和产品占比仍明显落后，SK海力士凭借较高HBM组合保有利润率优势。
重要性评级
评级：3/5（中）
文章与SK海力士、Micron及全球DRAM供给直接相关，包含产能、价格、良率和上市结构的系统性估算，适合作为竞争格局底稿。发布时间为06/23（未给出具体时刻），距本期日报较远，且多项关键数字来自作者自建模型和行业访谈，不能视为当日催化或已审计事实。
关键事实
- 长鑫存储成立于2016年，文章称其早期技术基础包括奇梦达的DRAM专利和技术资料。Polaris Innovations于2015年以约3000万欧元购入约7000项奇梦达专利及申请，2019年再与长鑫签署DRAM专利许可协议。
- 作者估算长鑫2025年收入约86亿美元，同比增长156%，净利润约10亿美元；2026年第一季度收入约73亿美元，同比增长约700%，营业利润率约70%。这些数据由公司上市材料与SemiAnalysis Memory Model（SemiAnalysis存储模型）拼合。
- 2026年第一季度，作者估算长鑫位出货量环比仅增11%，平均售价环比上升约57%；2025年第三、第四季度平均售价环比分别上升63%和68%。文章据此把盈利跃升主要归因于DRAM涨价周期。
- 长鑫2025年毛利率为37.8%，接近三星的39.4%和Micron的39.8%，低于SK海力士的60.4%。文章认为SK海力士较高的HBM占比解释了主要差距；长鑫DDR5（第五代双倍数据速率内存）的单位比特成本仍比三家领先厂商高逾30%。
- 作者预计长鑫晶圆产能将在2026年末达到约35万片/月，接近Micron约38.5万片/月，但低于SK海力士约59.5万片/月和三星约72万片/月；2027年末可能达到约42万片/月，2028年末约50万片/月。
- 文章预计长鑫2026至2028年每年新增产能分别约8.5万、7万和8万片/月。即使计入长鑫及其他厂商扩产，作者仍判断DRAM在2026年存在高个位数的比特供应缺口，2027年缺口可能扩大到低双位数至中双位数。该供需缺口属于模型结论。
- 作者估算长鑫用于HBM的晶圆产能由2025年末约5000片/月升至2026年约3万片/月、2027年约5.5万片/月和2028年约10万片/月，届时可能占全球HBM晶圆供应约12%。文章也指出，长鑫2025年约99%的收入仍来自DDR（双倍数据速率内存）和LPDDR（低功耗双倍数据速率内存）。
- SemiAnalysis估算长鑫HBM3八层堆叠产品的前端良率约35%、后端良率约70%，综合良率约25%；12层堆叠及HBM3E的难度更高。前端晶圆测试、热应力、晶粒开裂、翘曲、键合缺陷和多层堆叠损耗均被列为约束。
- 长鑫计划募集295亿元人民币，其中205亿元、占69.5%，用于晶圆生产线和DRAM技术升级，90亿元、占30.5%，用于前瞻DRAM研发；披露项目中没有单列HBM项目。2025年合并净利润为71.4亿元人民币，归母净利润仅18.7亿元，约74%利润归属少数股东。
- 文章称阿里巴巴既是锚定云客户，也是接近4%的股东；兆易创新持股约1.8%。这类产业股东可以增强国内需求确定性，但具体采购规模并未披露。
作者观点与证据
作者把长鑫的形成归纳为三条路径：奇梦达专利与埋入式字线架构提供起点，海外与本土工程师补充量产经验，合肥国有资本承担长期亏损并建设本地供应链。财务和股权部分主要引用上市材料，产能、价格、成本、HBM良率及供需缺口则主要来自SemiAnalysis自建模型。
文章对长鑫2026年收入超过500亿美元、DRAM继续严重短缺至2028年、HBM经第三地转口进入中国等判断，依赖作者预测或行业访谈，缺少可复核的逐项底层数据。长鑫产能与HBM路线具有政策属性，但政策推动的速度、产品认证和实际良率仍会改变预测结果。
与相关标的的关系
对SK海力士，长鑫扩产会增加通用DRAM的中期供给，但文章给出的产品组合和良率数据仍显示明显差距：SK海力士2025年毛利率高出长鑫22.6个百分点，HBM规模与堆叠经验构成当前优势。若长鑫2027至2028年按计划增加HBM晶圆投入，国内加速器市场的供应结构才会出现更直接变化。
对Micron，长鑫2026年末晶圆产能可能接近其规模，通用DDR和LPDDR产品的竞争关系更直接；对三星，长鑫仍有较大产能距离，但可借助国内客户和本地供应链提升份额。
时效性与限制
文章发布于06/23（未给出具体时刻），抓取时间为美东时间07/13 22:07（UTC+8 07/14 10:07）。文中大量2026至2028年数字属于SemiAnalysis预测，部分收入、利润率和产能口径可能与公司法定财务口径或同业统计口径不同；阅读时需与长鑫正式招股材料、后续产线投产和客户认证进度交叉核对。
后续跟踪
- 长鑫上市注册、募资规模以及205亿元产线升级项目的实际执行节奏。
- 上海与合肥产线的月产能、利用率、制程节点和良率爬坡。
- HBM3、HBM3E八层及十二层产品的客户认证、堆叠良率和量产规模。
- DRAM平均售价、长协价格与服务器DRAM和HBM在行业收入中的占比变化。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.；事件前产业模型，不是7月13日暴跌后的即时评论。
原文
China’s CXMT Is Set to Challenge DRAM Incumbents
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China’s CXMT Is Set to Challenge DRAM Incumbents
CXMT IPO, SK Hynix, Micron, Samsung Competition, Process Node Deficit, China HBM, Wafer Adds, Memory LTAs
Ray Wang , Myron Xie , Dylan Patel , and 3 others
Jun 23, 2026
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We were the first to describe the memory shortage coming from AI’s insatiable usage in reasoning and agentic flows in late 2024 on the newsletter. We have since previously published multiple in-depth pieces on memory, as well as detailed coverage of CXMT and China’s compute. With CXMT set to IPO in the coming months, we believe a dedicated deep dive on them specifically is warranted. The company is likely to become the largest semiconductor IPO in China and mark a major milestone for the country’s leading memory manufacturer, which is also destined to compete only more fiercely with the leading memory suppliers of Samsung, SK Hynix, and Micron from here.
Our latest on memory can be seen here:
Memory Mania: How a Once-in-Four-Decades Shortage Is Fueling a Memory Boom
Dylan Patel , Ray Wang , and 3 others
·
Feb 6
Read full story
Or other older but excellent memory or China compute pieces below:
- Huawei Ascend Production Ramp: Die Banks, TSMC Continued Production, HBM is The Bottleneck
- Huawei AI CloudMatrix 384 – China’s Answer to Nvidia GB200 NVL72
- Scaling the Memory Wall: The Rise and Roadmap of HBM
- The Memory Wall: Past, Present, and Future of DRAM
- Scaling Laws - O1 Pro Architecture, Reasoning Training Infrastructure, Orion and Claude 3.5 Opus “Failures”, Inference Tokenomics of Test Time Compute
CXMT, established in 2016, is going to be listed on China’s STAR Market. Now the leading DRAM player in China, its history shows an interesting path of technology transfer, talent flows, and the patience of state-venture capital, together of which are turning the company toward indigenous innovation.
The Silicon Valley Returnee
Zhu Yiming , the founder of CXMT, earned his undergraduate degree in physics at Tsinghua University in 1994 and came to SUNY Stony Brook for his graduate study in electrical engineering. He then worked in Silicon Valley and became a project lead at MoSys (Monolithic System Technology) around 2001. In 2005, he went back to China with a set of SRAM patent and US$100,000 in seed money, founding GigaDevice , which later became well known for its SPI NOR flash and microcontrollers, a fabless design house that grew into one of the world’s top NOR flash suppliers. But the global NOR flash market is much smaller compared to DRAM or NAND flash. Zhu Yiming always dreams big, and not surprisingly he chose to march into the DRAM business.
DRAM, however, is not a design-house game in which one can stay fabless. DRAM is capital-devouring, IP-fortified, and manufacturing-bound, and by 2016 the whole industry was dominated by three survivors, Samsung, SK Hynix, and Micron, fortified by four decades of patents and capital that no newcomer had breached. Zhu’s SRAM patents and GigaDevice’s NOR franchise gave him neither a DRAM cell, nor a DRAM process, nor any cover from the incumbents’ patents. Thus, when Zhu and the Hefei municipal government launched the DRAM venture in 2016, the “506” project that became CXMT, the core technology had to come from somewhere else entirely.
It came from a dead company in Germany.
The DRAM Foundation: Inheriting Qimonda
The dead company was Qimonda . Though the company went bankrupt in January 2009 due to the 2008 Global Financial Crisis and the following dramatic memory downcycle, it was then the leading DRAM player in Europe. A subsidiary of Infineon, which originated from Siemens, it offered a rare alternative: a deep DRAM patent base and a cell architecture, both originating outside the dominant Samsung-SK Hynix-Micron triangle. In June 2015, Polaris Innovations, a subsidiary of WiLAN, a Canadian patent-monetization firm, bought roughly 7,000 Qimonda patents and applications from Infineon for about 30 million euros. In December 2019, Polaris and CXMT signed an agreement : a license to a large set of DRAM patents. CXMT leaders once publicly claimed that they obtained roughly 2.8 TB of Qimonda technical documentation , which became the basis for CXMT’s DRAM business.
A major technology CXMT inherited from Qimonda and then developed its 46nm-class BWL (buried wordline) cell, which CXMT scaled toward the 10nm class . BWL is the load-bearing idea. Instead of routing the access transistor’s gate across the wafer surface, BWL sinks it into a trench beneath the bitline. It pulls the gate off the surface so the cell collapses to a 6F 2 layout (versus 8F 2 ). It also lengthens the channel without spending surface area, suppressing the short-channel leakage that wrecks retention. And it cuts gate-to-bitline parasitic capacitance. Buried wordline plus stacked capacitor is the architecture all three leading players run today. The trench holdout died holding the stacked/BWL escape hatch, and that is exactly what CXMT picked up.
Talent Flows: From a Frozen Blueprint to Living R&D
Besides patents, the more durable thing CXMT pulled out of Qimonda’s collapse was its engineers. Qimonda’s Xi’an R&D center, with 400-500 engineers, was one of the largest Qimonda built outside Germany. After Qimonda’s collapse, though the whole Xi’an R&D center was acquired by Tsinghua Unigroup, the wider diffusion of individual talents benefited CXMT. In addition, CXMT successfully attracted Karl-Heinz Kuesters, a senior engineer, from Qimonda’s German site to Hefei, China. Kuesters had spent 24 years as a VP of technology and pre-development across Siemens, Infineon, and Qimonda. The pre-development line Kuesters ran was the stacked-capacitor work, the architecture CXMT actually builds on. He joined CXMT as a technical consultant, for which the EE Times called Kuesters the company’s “ace in the hole.” What Kuesters brought was the part of Qimonda’s legacy that neither the patents nor the 2.8 TB of documents carry: the tacit know-how. Having led DRAM development for two decades, Kuesters could tell CXMT’s engineers which of Qimonda’s design choices to keep and which to discard, and how to move a cell that worked only in the lab into volume production, the integration and yield judgments that no patent records.
The American side shows the same pattern. Ping Er-xuan, CXMT’s VP for future-technology assessment and the public face of its roadmap (the “46nm to the 10nm class” framing), came not from Qimonda but from a US career at Micron, SanDisk, and Applied Materials, where he ran memory and materials technologies. Ping brought process-and-materials depth and an emerging-memory view: individual mobility.
CXMT has also recruited heavily from Korea and Taiwan. Korean prosecutors have charged former Samsung employees with leaking technology to CXMT, and dozens of Korean engineers are reported to have worked there. Similarly in Taiwan, there is constant talent poach with attractive compensation package for top-tier engineer across equipment and process development.
This is the part that bears on where CXMT is heading. The Qimonda patents were always a finite, expiring asset. What lets CXMT keep moving, from G4 to G5 and now into HBM, is the assembled capability of domestic talent, Chinese nationals who worked at foreign companies and returned, as well as some experts from foreign firms, not the documents. The inheritance only got it started. The talent turned a foreign legacy into in-house R&D juggernaut. However, it took nearly a decade for CXMT to generate profits. The question is who has patiently funded CXMT’s development and borne its near-decade losses?
The Patience of State-Venture Capital
It is difficult to not attribute at least part of CXMT success to the strong support of local and central government in China. Hefei municipal government is one of the great examples. Hefei is one of the tech innovation hubs in China, well known for its patient state-venture capital nurturing successful companies over the past two decades, from BOE (the world’s leading display panel maker) to NIO (a leading EV maker) and now to CXMT. In particular, the Hefei municipal government did two things for CXMT. First, the Hefei government helped CXMT build a local supply chain around its fab. Hefei’s playbook is to take a large equity stake in an anchor “link-leader” and then draw the rest of the chain in around it. The city did that for BOE in displays and NIO in EVs, and from 2016 it replicated the same playbook for CXMT. Surrounding CXMT’s plant in Hefei’s airport-zone industrial park, the government produced a dense local cluster. Two packaging-and-test houses, Peyton and Xinfeng, are located within a street or a wall of CXMT’s fab, with Xinfeng booking over 99% of its revenue from CXMT. An on-site bulk-gas plant run by Guanggang supplies most of CXMT’s needs, while wafer-reclaim capacity from Zhiwei Semiconductors a subsidiary of Zhichun Technology (至纯科技), is located in Hefei’s Xinzhan Hi-Tech District. The state-venture-capital vehicles have also taken outright control of an upstream chip-molding equipment maker, Wenyi Technology. Such a local supply-chain cluster gives CXMT a localized industrial base.
In addition, Hefei’s state-venture capital could afford to lose money for a very long time. Unlike a private venture-capital fund answerable to LPs that expect a return on a fixed timetable, Hefei’s state-venture capital, ultimately backed by the city’s municipal and development-zone state entities, faced no such clock. They kept funding a company that, even after turning its first annual profit in 2025, still carried an accumulated deficit of roughly RMB 36.65 billion built up over nearly a decade. The original “506” project, launched in 2016, began with Hefei’s state-venture capital funding about 80% of the project’s first phase (RMB 14.4bn of 18bn). Across successive rounds Hefei’s vehicles were diluted, but they never sold down and never walked away. By the IPO, the largest holder, Hefei’s Qinghui Jidian , at 21.67% and state-venture capital vehicles together holding over 30% . That willingness to treat a fab as a decade-long bet rather than a fund-cycle return is the catalyst that the technology and the talent both depended on.
From Inheritance Toward Independence
Put the three threads together and CXMT’s first decade resolves into a single arc. Qimonda supplied the foundation, with a licensed patent base and a cell architecture from outside the incumbent triangle. Talent supplied the motion, with key figures like Kuesters and Ping as well as the returnees from the American majors, and the contested hires out of Korea. Those people turned a frozen blueprint into a process that could keep scaling. Then the Hefei government supplied what the other two needed but could not generate on their own: capital, patience, and a localized supply chain. None of the three would have produced a DRAM maker alone; together they did.
In the following section, we will be discussing CXMT’s financials, technology, equipment ecosystem.
Next Step after 10 Years: An IPO in the Supercycle
The past decade of CXMT’s history, while impressive, may prove to be only an early chapter in the company’s longer-term story. The company is now preparing for what will become one of China’s largest semiconductor IPOs of the past decades, and potentially the most closely watched semiconductor listing globally this year. In December 2025, CXMT officially entered the IPO filing stage when the Shanghai Stock Exchange accepted its STAR Market listing application, following a prolonged period of market reports throughout 2024 and 2025 suggesting that the company was preparing to go public. More recently, CXMT’s application advanced further through the review process by submitting the formal CSRC (China Securities Regulatory Commission) registration on May 27 and currently under final review, moving closer to a landmark listing.
While understanding strategically important, unlisted Chinese companies such as CXMT and YMTC has never been easy, CXMT’s move toward a public listing has been helpful for us to understand more details about the company given its IPO prospectuses that have shed meaningful light on the company’s historical performance, future trajectory, financial profile, market positioning, and technology roadmap. By combining these disclosures with our Memory Model , we can develop a more accurate view of CXMT’s current position and a more robust forecast of its future performance.
At a high level, CXMT is clearly the fourth biggest DRAM maker globally by almost every metrics while expanding its lead over legacy memory suppliers. For the full year, CXMT revenue increased 156% YoY to ~$8.6 billion, up from ~$3.3 billion in 2024 and ~$1.2 billion in 2023. Net income also turned positive for the first time, reaching $1 billion, underscoring the company’s rapid scale-up and improving profitability. Even with such impressive results, CXMT’s CY25 revenue is still materially behind Samsung (~$72.3B), SK Hynix (~$52.1B), and Micron’s (~$37.2B) DRAM revenue.
Source: SemiAnalysis Memory Model - sales@semanalysis.com
In 1Q26, CXMT reported revenue of $7.3 billion, representing roughly 700% YoY growth and already approaching the company’s full-year revenue in 2025. Operating margins also expanded sharply, reaching approximately 70%.
But we think this is just the beginning. W e estimate the company to do even better if not explosive in the next two years at least. Just based on its filing, the company’s 1H26 revenue is expected to be 7x y/y and reached to more than 16 billion. For full-year 2026, we believe CXMT’s revenue could exceed $50 billion . If achieved, this would suggest the company has more than doubled revenue every year since 2023, and more than 6x its revenue in 2026 year over year basis, with its earnings trajectory accelerating meaningfully as both scale and profitability improve.
In our view, such significant upside to CXMT’s earnings is clearly driven more by the cycle itself than company’s technology or market positioning. When we take a closer look into the correlation of CXMT’s ASP trajectory and bit shipment. Company’s bit shipments increased by only 11% in 1Q26, while ASPs rose by roughly 57%, following QoQ ASP increases of 63% and 68% in 3Q25 and 4Q25, respectively. In other words, what really drove up company’s earnings is really the explosive ASP growth rather than significant market share gains over its peers in global DRAM end-market. By bit shipment, we model CXMT’s market share will increase from 9% in 2025 to 12% in 2027. While a 3% market share gain sounds minimal, it is significant for a market we size at close at $1T in 2027.
Source: SemiAnalysis Memory Model - sales@semianalysis.com
Surprising enough, the strong pricing uplift coming to CXMT is not an exception. We have been observing similar dynamics across both leading-edge and legacy memory suppliers in the DDR5, DDR4, and even DDR3 markets over the past year or so. As noted in our February memory piece, where we described the memory market as entering a “once-in-four-decades shortage,” we believe DRAM pricing remains on track to double again this year driven by sustained supply-demand imbalance across these product categories. Since February, we have become even more confident in this view and believe it could potentially exceed our expectations by year-end.
What may be more interesting to readers who have not yet followed CXMT or the memory market closely is how the company’s pricing compares with industry leaders. Based on our Memory Model, CXMT’s DRAM ASP challenges the common misconception that Chinese memory is structurally cheaper and will flood the market, thereby pressuring global pricing. While this may have been true in some cases in the past, we believe it is somehwat inaccurate in this cycle, and the latest company data points support the same conclusion.
Taking 1Q26 as an example, CXMT’s DRAM ASP was only slightly below Samsung, SK Hynix, and Micron — by roughly 5–10% — in the same quarter. And as we model it out throughout 2026, we think this will still to be the case directionally although the gap will gradually expand. We believe this widening gap over the coming quarters will be driven less by inherent pricing differences but more by the change of product mix. Leading suppliers continue to benefit from a higher server DRAM mix in their bit shipments, as well as a more favorable pricing outlook for server DRAM compared with consumer DRAM.
As such, we expect this mix to increase further over the coming quarters as server becomes a larger share of DRAM end-market demand. By the end of 2027, we expect server DRAM and HBM account for well more than 50% of the total DRAM end-market. Given that server DRAM and HBM carry higher $/GB than other memory end markets, this should allow leading memory suppliers widen their ASP gap versus CXMT as server DRAM mix increases, especially considering the expected material price increase for HBM in 2027 (we have 2027 HBM pricing in our Accelerator & HBM Model and Memory Model ). We also have details on LTAs for major memory buyers such as hyperscalers and Nvidia.
Source: SemiAnalysis Memory Model - sales@semianalysis.com
Strong ASP tailwind has materially improved the company’s margin profile. CXMT’s FY25 gross margin reached 37.8%, moving closer to Samsung at 39.4% and Micron at 39.8%. However, it remains far below SK Hynix at 60.4%, as SK Hynix benefits from a much higher HBM mix, which carries higher ASPs and margin last year. CXMT’s ~38% margin is a significant swing from -113% in FY23 and -4.7% in FY24. Last year is not only the year CXMT reaches a record-high gross margin, but also the first year that the company achieves a positive margin profile.
Source: SemiAnalysis Memory Model , Company Reports - sales@semianalysis.com
With DRAM ASP continues to increase in 2026, CXMT ’s margin profile has improved furthe r . Its operating margin reached 70% in 1Q26 , compared with SK Hynix at 73%, Samsung at 81%, and Micron at 84% in the same period. Besides the strong ASP growth, firm’s margin improvement also needs to thanks to company’s near-total exposure to commodity DRAM , which effectively has higher margin now vs. HBM. Based on its filing, nearly all of company’s bit sales are conventional LPDDR and DDR products. HBM is still a very minimal contributor to the company’s revenue and earnings.
Source: SemiAnalysis Memory Model , Company Reports - sales@semianalysis.com
This becomes clearer when we run a simple cost-per-bit analysis on DDR5 products across four memory suppliers. For DDR5, we find that CXMT’s cost per bit remains meaningfully higher than that of the three leading suppliers, by more than 30%. However, because DDR5 pricing was already exceptionally strong in 1Q26, we believe this still lifted CXMT’s gross margin to over 70%.This suggests that the improvement in CXMT’s margin profile is primarily driven by pricing, rather than by a material improvement in product competitiveness or cost structure.
Source: SemiAnalysis Memory Model - sales@semianalysis.com
In addition to printing record-level earnings, we believe company is gaining ground from the capacity perspective. By the end of 2026, we expect CXMT to reach roughly 350 kwspm , which is only modestly below Micron’s estimated ~385 kwspm . This would position CXMT close to becoming the industry’s third-largest memory supplier, if ranked only by wafer capacity.
Source: SemiAnalysis Memory Model - sales@semianalysis.com
However, CXMT remains materially behind the two leading DRAM suppliers, Samsung and SK Hynix, which we estimate at approximately 720 kwspm and 595 kwspm , respectively. Next year, with the initial ramp of Shanghai Phase 1 and the full ramp of Hefei and Beijing, CXMT capacity could reach the 420kwspm range if capacity in year-end , representing ~17% of global DRAM capacity , up from ~ 13% in 2025 . In terms of bit shipments, CXMT’s share of global bit shipment is expected to rise from 9% to 12% in 2027 .
CXMT’s global capacity share could increase further as its Hefei site reaches full operation and the two phases of its Shanghai site continue ramping through 2028. We believe the company will reach 500kwspm of wafer capacity by the end of 2028, accounting for ~17% of global DRAM supply, up from 11% in 2025.
Source: CXMT’s Heifei Site, SemiAnalysis Memory Model - sales@semianalysis.com
Given CXMT’s expanding role in global DRAM capacity, as in past cycles, investors are concerning about potential supply-demand disruption from Chinese players. While these concerns are understandable, we believe they are likely overplayed at least for the next two years. We factor in incremental wafer capacity and bit shipments from CXMT and other memory suppliers—and assuming utilization rates in the high-90% range—we continue to see DRAM as extremely supply constrained. We constantly update our wafer add numbers, demand numbers, and pricing assumptions in our memory model , much faster than trendforce or sell side banks.
Source: SemiAnalysis Memory Model - sales@semianalysis.com
Looking solely at CXMT’s wafer additions, we do see meaningful capacity expansion when compared with other suppliers. We expect CXMT to add roughly 85kwspm, 70kwspm and 80k each year from 2026 to 2028, versus Samsung at 15k/50k/110k, SK Hynix at 60k/60k/90k, and Micron at 30k/90k/115k. Even with these wafer additions, we expect DRAM to remain undersupplied by a high-single-digit percentage this year, widening to a low- to mid-teens in bit undersupply next year. We addressed in detail in our previous piece why DRAM is likely to remain undersupplied through potentially 2028, even with these incoming incremental wafer additions.
We see little ability for the company to irrationally accelerate capacity expansion beyond its current pace in a way that would meaningfully disrupt a market now providing an extremely favorable pricing environment because fab construction timelines are so long. This pricing backdrop has been the primary driver of the company’s explosive earnings growth–which the company hopes to see it continues. Based on the fab buildout we are tracking, we also not yet see the sign of this possibility although we would like to stress that the total wafer capacity of Shanghai site could have over 400kwspm of wafer capacity in a full-ramp status.
Specifically on its wafer capacity, we see quite limited wafer allocation toward HBM. By reconciling with CXMT’s IPO-related filings to date, we find that wafer allocation to HBM has been very limited, even until today. By the end of 2025, we believe only ~5 kwspm of CXMT’s ~265 kwspm of capacity is allocated to HBM. We think this figure will increase to nearly ~30 kwspm and ~55kwspm by the end of 2026 and 2027 respectively. This capacity trajectory seems better align with CXMT’s filings indicate that roughly 99% of revenue consists of DDR and LPDDR products in 2025, as discussed earlier.
Source: SemiAnalysis Memory Model - sales@semianalysis.com
This wafer allocation dynamics could change, however. We believe China’s broader push for self-sufficiency in AI compute could conflict the company’s strategic priorities, and we believe this push could intensify over time, given the HBM supply constraints discussed earlier and government’s determination to address this issue.
To that end, in our estimates, we factor in government influence for CXMT to allocate more wafer capacity to HBM overtime. As a result, we expect CXMT’s HBM wafer capacity to accelerate materially in 2027 and 2028 with its HBM technology improvement, supported by continued growth in China’s domestic compute market. We estimate CXMT’s HBM wafer capacity will reach 55kwspm and 100kwspm in 2027 and 2028 , respectively. This would increase the company’s share of global HBM wafer supply from 1% in 2025 to 12% in 2028 .
It is important to remember that CXMT, unlike other memory suppliers, is not only an economically and technologically important company for China, but also a strategic asset that the country can leverage to advance prioritized policy objectives.
Strategically though, it does make sense for CXMT to allocate more DRAM wafer capacity to commodity DRAM over HBM in near term. The commodity DRAM currently offers materially higher margins than CXMT’s HBM products, while also delivering more than 3x the bits per wafer on a like-for-like basis.
Given that CXMT has not yet fully matured its HBM technology, allocating significant wafer capacity to HBM would likely generate limited profit while consuming scarce DRAM wafer capacity that could otherwise support higher-margin commodity DRAM at greater volume. In this context, prioritizing commodity DRAM is both economically rational and better aligned with CXMT’s current manufacturing capabilities and pricing environment. China must allocate to HBM though as sales of HBM to China are somewhat limited besides some loopholes that allow Korean vendors to keep shipping to China.
On technology readiness, we believe CXMT is still struggling to stabilize supply for HBM3 8-hi , with even greater challenges in 12-hi. On the front end, the company appears to have made progress stabilizing production of its Gen 4 (G4), or 1z-equivalent DRAM. We believe the majority of CXMT’s DRAM output this year will be fabricated on the company’s G4 process node. Yet, front-end wafer-sort yield should still be materially lower for the core DRAM die used in HBM, given its larger die size, more demanding cell performance, overall performance requirements versus commodity DRAM. We think the front-end wafer sort yield remain a major challenge for the company, and its gap versus its peers here is still large. While we believe yields on CXMT’s G4 node have improved, we suspect it still lower than industry standard of 85-90% mature yield level for 1z given the lower margin we saw throughout 2024 and 2025. This might suggest that equipment limitations and manufacturing know-how remain persistent obstacles that CXMT will need to overcome.
Source: SemiAnalysis Memory Model - sales@semianalysis.com
For its next process node, the company’s G5, or 1a-equivalent DRAM node, while can theoretically continue advancing without EUV akin to Micron in 1a process node, but it will face increasing fabrication and design challenges. These challenges will only add further manufacturing and design pressure when the node is applied to both DRAM dies for HBM. The lower yield and more challenging ramp-up schedule could impact company’s bit output as well despite the company can compensate the yield loss by adding more wafers.
On top of this, we believe die stacking remains the major obstacle for CXMT’s HBM. HBM stacking usually introduces significant technical hurdles, including thermal stress, die cracking, warpage, bonding defects, and yield loss across multiple stacked dies. Our understanding is that these issues become even more severe as the company attempts to move from HBM3 8-hi to HBM3 12-hi, and eventually HBM3E, given company’s yet sufficient enough of know-how and manufacturing experience for 12hi or above HBM.
Die stacking is not a challenge unique to CXMT. Even leading memory suppliers are encountering difficulties. For 12-high HBM4, we understand that suppliers continue to face significant stacking-related issues, including die cracking, thermal management challenges, and yield loss.
These challenges become even more pronounced as memory suppliers seek to manufacture 16-high or even 20-high HBM. For next-gen HBM4E, we note that one reason Rubin Ultra is expected to use 12-high HBM4E rather than 16-high is supply: 16-high HBM requires higher DRAM wafer intensity and involves a more difficult manufacturing process, which can lead to greater wafer loss and lower effective supply of DRAM bits. These conditions put both memory suppliers and customer in a very tough spot given highly supply-constrained environment in DRAM.
We think there is an increasing possibility that CXMT will skip HBM3 and focus instead on HBM3E 8-hi and 12-hi. We believe this potential roadmap change is driven by two factors: 1) customer demand for more competitive HBM products in ’27 timeframe, and 2) mainstream accelerators will equip with HBM3E, HBM4, and HBM4E.
Source: SemiAnalysis Memory Model - sales@semianalysis.com
On the back end, while it remains debatable whether CXMT is using MR-MUF or TC-NCF, we believe the packaging challenge should be relatively more manageable, as the company and its back-end partners face fewer export control constraints. CXMT has been working closely with leading OSATs such as Tongfu Microelectronics for some time, and we believe its back-end capabilities should have gradually improved, though a gap likely remains versus leading memory manufacturers.
Given these existing manufacturing challenges, we model CXMT’s HBM3 8-hi’s front-end and back-end yields at roughly 35% and 70%, respectively, implying an overall yield of only around 25%. We think this number should be lower when company attempts to produce HBM3 12hi or HBM3E 12hi given higher difficulty in die stacking and bonding. At these yield levels, CXMT’s HBM output would be even more limited on the same DRAM wafer capacity than leading memory suppliers. More importantly, the resulting HBM would likely carry very low margins, especially compared with commodity DRAM in the current pricing environment.
CXMT’s HBM struggles continue to be reflected in its limited product presence and slow penetration within China’s AI accelerator market. We think only Huawei, Cambricon, and select emerging Chinese AI chip startups are likely to adopt CXMT’s HBM, though we suspect adoption rates will be large . We actually believe domestic AI accelerator vendors would still prefer foreign HBM3, or even HBM3E, if they can secure supply through any available channel or stockpiled inventory before the export controls in December 2024. As China’s domestic CSP capex and broader compute buildout are surging, there is little doubt that domestic HBM demand is also growing rapidly and should continue to increase.
With that said Huawei and CXMT will have custom HBM that is not based on the slow JEDEC standards and phys, so it will be able to close the bandwidth disadvantage.
We believe China could face a more severe HBM supply constraint than what would be implied by slow domestic HBM development alone. This constraint is likely to be further exacerbated by tight supply across all three major HBM suppliers, each of which is already restricted from selling HBM2E-equivalent or more advanced HBM products into China under the U.S. export controls announced in December 2024. Given the tight supply environment, these suppliers are likely to have even less willingness to risk violating export controls to sell into China.
However, HBM re-export and smuggling could complicate this conclusion. We understand that some Chinese companies continue to obtain HBM3 from memory suppliers, a dynamic we reported on last year and that has since been corroborated by other leading media outlets. We believe this remains the case today.
Based on our conversations with industry participants, re-export through foreign offices or partner companies located in third countries remains one pathway through which Chinese companies can access HBM. In addition, some downstream OSATs or intermediaries in third countries appear to facilitate these flows. Some entities may ship partially assembled systems or modules in forms that are not treated as fully manufactured GPUs or ASICs and are therefore still permitted to be shipped into China. The HBM can then be recovered and repackaged onto domestic Chinese GPUs or ASICs.
What the IPO Structure Reveals
CXMT could become one of China’s largest semiconductor IPOs, and its ownership structure matters more than the headline financials. CXMT reported RMB7.14B of consolidated FY2025 net income, yet only RMB1.87B was attributable to parent shareholders, with 74% attributable to minority interests. The reason is the ownership architecture. CXMT holds 30.68% of the economics of Changxin Xinqiao and 31.72% of Changxin Jidian Beijing while controlling 73.01% and 75.32% of the votes through long-term acting-in-concert arrangements. That lets the company consolidate fabs it mostly does not own, so the consolidated figure overstates what public shareholders will actually receive by roughly four times.
Source: SemiAnalysis Memory Model , Company Reports - sales@semianalysis.com
That same voting structure undercuts the company’s declaration that it has no controlling shareholder and no actual controller, which the prospectus lists as a formal governance risk. CXMT exercises majority voting control of its fabs through acting-in-concert pacts, and state vehicles including National IC Fund Phase II, Hefei, and Anhui together hold well over 30% even after the listing. The arrangement looks designed to manage export-control and foreign-investor perception at a moment when CXMT’s ties to the Chinese state draw the most scrutiny.
Source: SemiAnalysis Memory Model , Company Reports - sales@semianalysis.com
The raise that will get reported badly understates the listing. CXMT plans to deploy RMB29.5 billion, or about $4.1 billion, while issuing 10% to 15% of its post-IPO shares. Fully funding those uses through the IPO implies a price of roughly RMB4.41 at 10% dilution or RMB2.78 at 15%, versus RMB2.63 in the June 2025 financing. The low end represents barely any per-share appreciation despite 1Q26 revenue of $7.3 billion and net profit of $4.8 billion. At RMB2.78, CXMT would be valued at about RMB197 billion, or $27 billion, equivalent to just 1.8 times annualized first-half 2026 parent earnings. This arithmetic floor sits well below a realistic book-building valuation. This is too cheap and should be much higher valuation in our opinion.
Source: SemiAnalysis Memory Mode, Company Reports - sales@semianalysis.com
The allocation reinforces CXMT’s current priorities. Of the RMB29.5 billion in planned net proceeds, RMB20.5 billion, or 69.5%, funds wafer-production-line and DRAM technology upgrades, while RMB9 billion, or 30.5%, supports forward-looking DRAM research. The prospectus discloses no dedicated HBM project and does not mention HBM. Its project descriptions focus on newer process platforms, product iteration, and the migration of existing lines toward mid-to-high-end DRAM. The IPO therefore primarily strengthens CXMT’s core DRAM manufacturing and technology base, with no disclosed funding commitment to a near-term HBM expansion.
Source: SemiAnalysis Memory Model , Company Reports - sales@semianalysis.com
The size of the earnings move deserves a flag on cycle timing. CXMT guided in its December 2025 filing to an FY2025 parent loss of RMB 0.6 to 1.6 billion. Five months later the prospectus reported a RMB 1.87 billion profit, with consolidated income running past double the earlier high-end estimate. It also shows how quickly peak DRAM pricing moves the valuation denominator in either direction.
Finally, Alibaba’s place on the cap table changes how to read CXMT’s demand. Alibaba Cloud is at once the anchor hyperscaler customer, a near-4% holder, and an endorser, sitting alongside GigaDevice, chairman Zhu Yiming’s own fabless house, at 1.8%. Domestic volume is effectively guaranteed in a way the Korean incumbents did not have in their home markets, which matters more than the small percentages suggest.
For paid subscribers, we will take a deep dive into CXMT, China’s broader WFE ecosystem, the impact of export controls, and the implications for China’s memory and compute ambitions. We will also discuss HBM in more detail.
CXMT’s Equipment Ecosystem Under Export Controls: Domestic vs Foreign, and the Domestication Curve
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对冲基金减持半导体
重要性2/5 中低
主经纪数据能补充半导体板块拥挤度和对冲行为，但发布时间距本期日报较远，缺少个股与金额明细，对SK海力士的直接证据有限。
中文摘要
核心结论
高盛Prime Services（主经纪服务）数据显示，在半导体股票大幅上涨后，对冲基金客户于2026年5月集中减持半导体及设备公司，同时通过指数和ETF（交易所交易基金）增加宏观空头敞口。受访负责人把这一变化解释为获利兑现和风险再平衡，未将其视为机构资金放弃AI（人工智能）基础设施主题。
重要性评级
评级：2/5（中低）
文章提供半导体板块资金流和仓位行为的机构样本，可辅助理解拥挤度与宏观对冲需求；但发布时间为05/22（未给出具体时刻），距本期日报较远，且没有披露净卖出金额、样本规模或个股明细，对SK海力士的直接指向有限。
关键事实
- 高盛称，半导体及相关设备是此前一个月美国市场净卖出最多的子行业，年内仓位也转为小幅净卖出。
- 尽管近期减持，自2025年初累计计算，半导体和芯片设备仍属于对冲基金净买入最多的美国子行业之一，存量敞口保持高位。
- 高盛Prime Insights and Analytics（主经纪洞察与分析）联合负责人Vincent Lin表示，部分基金在板块大涨后降低仓位，以管理半导体资产在组合中的机械性权重上升。
- 文章称半导体股自2026年4月中旬以来明显上涨，零售投资者热情和跟踪指数的资产管理机构买入，可能共同支持价格。
- 基金同时面对美股创新高、中东局势、通胀偏高、利率上升和5月债券收益率跳升；文中提到布伦特原油当时高于每桶100美元。
- 美国指数与ETF宏观产品的空头敞口升至十年高位，并超过美国、以色列与伊朗停火前的水平，高盛将其视为组合层面的对冲需求。
- 高盛Prime Services客户的总杠杆升至新高，净杠杆大致持平，说明基金仍在投入资本，但同时扩大多空两侧头寸。
- 文章没有提供SK海力士、Micron、SanDisk或SOXX（费城半导体指数相关ETF）的逐只交易数据，也未量化半导体净卖出规模。
作者观点与证据
作者引用高盛主经纪客户仓位数据和Vincent Lin的解释，把半导体减持与获利兑现、组合再平衡及宏观对冲联系起来。半导体行业的累计净买入仍高、总杠杆创新高、净杠杆平稳，是文章判断资金没有离开AI主题的主要依据。
该数据只覆盖高盛Prime Services客户，不能代表全部对冲基金或长线机构；“获利兑现”属于高盛对客户行为的解释，文章没有提供基金逐笔交易、持仓成本或经理调查来直接验证动机。
与相关标的的关系
文章对SOXX及美国半导体板块的资金流含义较直接，对Micron和SanDisk仅提供行业层面的拥挤度背景。SK海力士未出现在个股数据中，但其估值和交易情绪会受到全球AI硬件与存储板块风险偏好的间接影响；该材料无法证明当日海力士股价变化由对冲基金减持造成。
时效性与限制
文章发布于05/22（未给出具体时刻），抓取时间为美东时间07/13 22:07（UTC+8 07/14 10:07）。文中“过去一个月”和“近期”等口径对应5月市场环境，不能直接外推至7月15日；缺少资金流绝对金额、样本账户数量、地区分布和个股贡献，使其更适合作为历史仓位背景。
后续跟踪
- 高盛主经纪半导体子行业净买卖方向及累计仓位是否继续下降。
- 半导体指数、设备股与存储股之间的资金流差异。
- 总杠杆、净杠杆和美国指数ETF空头敞口的后续变化。
- 通胀、利率、油价与中东风险对科技板块风险预算的影响。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.；5月22日文章不是上周资金流。
原文
How Hedge Funds Are Trading Semiconductor Stocks
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Markets
How Hedge Funds Are Trading Semiconductor Stocks
May 22, 2026
Share
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Despite the rally in technology stocks to record highs, hedge fund clients are taking profits on semiconductor and equipment makers, according to Goldman Sachs Prime Services.
-
The move is reflective of profit taking rather than a fundamental regime shift away from the AI companies, which remain a core theme in the recent stock market rally.
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Funds are hedging their overall stock-market exposure amid record-high stock prices, elevated inflation data, and rising interest rates.
Following a powerful rally in semiconductor stocks, there are signs that hedge fund clients are taking profits on their investments in the sector even as technology companies climb to fresh record highs, according to Goldman Sachs Global Banking & Markets.
The profit taking on companies making semiconductors and related equipment—part of the underpinnings of the boom in artificial intelligence (AI) infrastructure—likely reflects risk and portfolio rebalancing by certain types of hedge funds, says Vincent Lin, co-head of Prime Insights and Analytics.
“In the middle of this substantial price rally in the group, hedge funds have not been chasing,” Lin says. “They’ve been selling down their exposure in the sector. It is a reflection of hedge funds taking profits, taking some chips off the table.”
The subsector for semiconductors and related equipment is the most net-sold US subsector in the past month and now modestly net sold on the year, according to Prime Insights and Analytics. But despite recent signs of profit taking, hedge fund exposure to this subsector remains high: Since the start of last year, semiconductor and chip-maker equipment companies are still among the most net-bought (cumulative) US subsectors.
As chip stocks rally, semiconductor investments have mechanically increased as a share of portfolios for some managers. From a risk-management perspective, certain funds will need to sell semiconductor stocks to manage their exposure to the sector, Lin says.
Are hedge funds buying semiconductor stocks?
##
“We don’t think this is a regime shift from a fundamental perspective of hedge funds moving away from the AI theme,” Lin adds. “Obviously, semis have been the center of gravity when it comes to the AI infrastructure theme. Hedge funds have been embracing that theme and gaining a lot of exposure through this period.”
Semiconductor stock prices have climbed substantially since mid-April. That may partly reflect growing enthusiasm for the sector from retail investors, Lin says. He points out that asset managers that are benchmarked to an index have also been buying the stock category.
Are hedge funds bullish on stocks?
##
There are signs that funds have been hedging their portfolios in recent weeks amid record high stock prices, ongoing tensions in the Middle East, and economic data showing elevated inflation, Lin says. Benchmark Brent oil is trading above $100 per barrel, and bond yields spiked in May.
“These factors are weighing on equity sentiment broadly speaking,” Lin says.
As investment managers hedge their portfolios, hedge fund short exposure (bets that an asset price will fall) to US index and exchange-traded fund (ETF) macro products is rising, Lin says. Short exposure to these instruments has climbed above the levels before the ceasefire between Iran and the US and Israel and is at a 10-year high.
“We have seen hedge funds moving quickly to raise short exposure in macro products again, which is an indication of the appetite to hedge their exposure to the overall market,” Lin says. “Especially with the market at all-time highs, mostly because of AI—because other sectors have struggled, relatively speaking—people have been moving quickly when the macro picture becomes trickier.”
That isn’t to suggest that hedge funds aren’t active. In a signal that hedge funds are deploying capital, gross leverage has risen to new record highs for Goldman Sachs Prime Services clients. By contrast net leverage exposure, which shows the directional bias for hedge fund clients, has been relatively flat.
“The reason is that managers are taking profits from one of the hottest areas of the market. They are also hedging using macro products,” Lin says. “It points to some restraint by hedge funds—it doesn’t point to euphoria. That’s in contrast to some of the price action you’re seeing in the marketplace.”
This article is being provided for educational purposes only. The information contained in this article does not constitute a recommendation from any Goldman Sachs entity to the recipient, and Goldman Sachs is not providing any financial, economic, legal, investment, accounting, or tax advice through this article or to its recipient. Neither Goldman Sachs nor any of its affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of the statements or any information contained in this article and any liability therefore (including in respect of direct, indirect, or consequential loss or damage) is expressly disclaimed.
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美国对冲基金连续第四周净卖出科技硬件（正文未取得）
已取得事实摘录
美国对冲基金连续第四周净卖出科技硬件
信息技术包含半导体和硬件，连续第四周成为净卖出最重板块
证据限制：Original text fetch failed; no fallback article body was generated.；文章全文抓取直接及代理重试均HTTP 403；事实来自Reuters搜索结果摘录，未取得后续一周新的Prime Services周报。
抓取状态
HTTP 403
巴克莱看好海力士供需与回购空间
重要性5/5 高
与SKHY、000660及MU直接相关，提供最新卖方目标价、DRAM供需模型、HBM份额和资本回报假设；事实密度高，但属于二手转述的分析师预测。
中文摘要
核心结论
巴克莱首次覆盖 SK海力士美国存托凭证，给予“增持”评级和330美元目标价，较07/13收盘价152.35美元高约117%。其判断依托2027年存储器供需缺口、SK海力士在高带宽存储器领域的领先份额，以及潜在大规模回购带来的每股收益增厚。
重要性评级
评级：5/5（高）
文章直接覆盖 SKHY、韩国股票代码000660及其竞争对手美光科技MU，包含供需、竞争格局、估值和资本回报模型，是当日日报判断反弹持续性的高优先级卖方材料。原文经财经媒体转述，关键预测仍需后续公司披露与行业数据验证。
关键事实
- 巴克莱将覆盖对象从韩国上市股票切换至纳斯达克交易的 SKHY（SK海力士美国存托凭证），首次评级为“增持”，目标价330美元。
- SKHY发行价为149美元；美国监管文件显示，此次发行募资约265亿美元。07/13收盘价为152.35美元，目标价对应约117%的潜在升幅。
- 巴克莱的 DRAM（动态随机存取存储器）模型预计，2027年位元供应量同比增长20%，需求量同比增长35%，供给紧张可能延续至2028年以后。
- 美国投资者质疑 LTA（长期协议）能否在严重下行周期中保护价格，也质疑存储器公司中个位数市盈率与半导体设备公司30至40倍市盈率之间的估值差异。
- 巴克莱估计，中国头部DRAM厂商的 DDR5（第五代双倍数据率存储器）良率在2025年底超过75%，位元出货量在2025年和2026年分别增长55%和48%。
- 该行测算，即使中国厂商扩大中国境外份额，三星电子、SK海力士和美光科技合计释放的产能也仅为1%至4%；除非全球 CSP（云服务提供商）在数据中心采用中国DRAM，近期全球格局受到的冲击有限。
- 中国头部厂商的 HBM3（第三代高带宽存储器）量产可能推迟至2027年；巴克莱预计 SK海力士凭借 HBM4E（增强型第四代高带宽存储器）维持技术竞争力，未来数年HBM份额保持在50%以上。
- 巴克莱预计 SK海力士到2027年底持有的现金相当于当前市值40%以上；在假设回购500亿美元、2027年平均售价持平且2028年小幅下降的情景下，2028年每股收益仍可实现两位数增长。
作者观点与证据
文章倾向接受巴克莱的多头框架，主要证据包括2027年35%的需求增速与20%的供应增速差、SK海力士50%以上的HBM份额预期，以及现金积累和回购模型。330美元目标价、500亿美元回购及2028年每股收益增速均属于分析师预测，并非公司承诺；中国竞争影响的测算也依赖全球云服务商继续限制中国DRAM采购。
与相关标的的关系
SKHY与000660直接承接目标价、HBM份额和回购预期。MU（美光科技）与SK海力士同处全球DRAM供给体系，行业紧张可影响其定价环境；中国厂商扩产和云服务商采购政策则构成共同竞争变量。
时效性与限制
文章发表于07/14（未给出具体时刻），抓取于美东时间 07/15 21:54（UTC+8 07/16 09:54）。内容来自Yahoo Finance转述Investing.com和巴克莱，未附完整研报、模型假设表或公司回应，目标价及长期预测的可复核范围有限。
后续跟踪
- 2027年DRAM位元需求与供应增速是否接近35%和20%的预测。
- SK海力士在HBM4E量产、客户认证和市场份额上的进展。
- 现金积累、股东回报政策及实际回购规模。
- 中国DRAM厂商的境外销售、HBM3量产与全球云服务商导入情况。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.；已归档媒体原文，但未取得巴克莱完整模型；供需、现金和目标价均为卖方预测。
原文
Barclays says SK Hynix stock could more than double on ’significant growth’
Something went wrong
Barclays says SK Hynix stock could more than double on ’significant growth’
Vahid Karaahmetovic
Tue 14 July 2026 at 8:20 pm GMT+8 2 min read
- SKHYV
0.00%
Investing.com -- Barclays on Tuesday initiated coverage of SK Hynix's (NASDAQ:SKHY) newly-listed American Depositary Receipts (ADRs) with an Overweight rating and a price target of $330, implying upside of nearly 117% from Monday's closing price of $152.35.
Analysts Simon Coles believes industry supply tightness is set to worsen in 2027 with only limited improvement in 2028, underpinning "further significant growth from here."
The bank's global DRAM model shows bit supply growing 20% year-over-year in 2027, failing to keep pace with bit demand growth it expects to accelerate to 35%, resulting in "continued tightness for a number of years yet."
Coles' remarks come as Barclays switched its coverage from the Korea-listed shares to the ADRs. Trading under the ticker symbol "SKHY" on Nasdaq, SK Hynix priced its ADRs at $149 apiece on Thursday, raising approximately $26.5 billion, according to a U.S. regulatory filing.
Following a week of investor meetings in the U.S., Coles said the central debate remains "whether this time is different," with investors largely unconvinced. Feedback centered on skepticism that long-term agreements (LTAs) would protect pricing in a severe downturn, and on how memory stocks trading at mid-single-digit price-to-earnings ratios can be reconciled with semiconductor capital equipment names trading at 30-40x.
Coles said he views memory as "too cheap, but they are related" to the equipment names.
The analyst also flagged that China's memory ecosystem is progressing rapidly in DRAM and NAND, with the top Chinese DRAM player's DDR5 yield improving to more than 75% by the end of 2025 and bit shipments estimated to grow 55% year-over-year in 2025 and 48% in 2026.
Even so, Coles estimates any Chinese share gains in DRAM outside China would free up only 1-4% of capacity at Samsung, SK Hynix and Micron combined, concluding he sees "limited impact on the global DRAM market landscape for now unless global CSPs start to use China DRAM for datacentre products." He also noted the top Chinese DRAM player's HBM3 development remains delayed, with mass production likely pushed to 2027.
Among individual names, Coles expects SK Hynix to keep its HBM lead, saying perceived technology disadvantages relative to Samsung should be "neutralised by HBM4E," with the company retaining a 50%-plus HBM share for years.
He furthermore flagged a shift in the investment case toward capital returns, estimating SK Hynix will hold cash equivalent to more than 40% of its current market cap by the end of 2027, which provides "ample opportunity to boost earnings growth through share buybacks."
Story continues
Even with average selling prices flat from 2027 and declining modestly from 2028, Barclays models earnings-per-share growth at a double-digit rate in 2028, assuming a $50 billion buyback.
Related articles
Barclays says SK Hynix stock could more than double on 'significant growth'
IBM plunges 19% as memory capex squeeze derails Q2 earnings
Software stocks tumble: High memory prices cannibalize enterprise tech capex
海力士两倍杠杆基金在美上市
重要性4/5 中高
产品上线时间新、与SKHY直接相关，并可能改变短线交易与资金流结构；发行方披露可确认基金条款，但市场影响尚无成交和资产规模数据支持。
中文摘要
核心结论
Direxion推出 SKHL（SK海力士每日两倍做多交易所交易基金），目标是在费用前实现 SKHY单日表现的200%。产品扩大了美国市场对SK海力士的工具化敞口，同时带来单一股票集中、每日复位、复利损耗和衍生品等风险。
重要性评级
评级：4/5（中高）
这是与SKHY直接关联的新产品事件，可影响短线交易参与度和资金流结构。信息来自发行方新闻稿，产品条款可信度较高，但关于人工智能需求、行业地位和市场意义的表述带有营销立场。
关键事实
- Direxion于美东时间 07/15 08:00（UTC+8 07/15 20:00）宣布推出 Direxion Daily SK Hynix Bull 2X ETF（SK海力士每日两倍做多交易所交易基金），股票代码为SKHL。
- SKHL寻求在扣除费用前取得 SKHY单日涨跌幅的200%，跟踪对象为SK海力士发起的美国存托凭证。
- Direxion称SK海力士向英伟达、AMD等芯片制造商供应与人工智能加速器配套的 HBM（高带宽存储器），并将其描述为人工智能硬件供应链的重要节点。
- SKHL加入Direxion现有半导体杠杆与反向产品系列，包括SOXL、SOXS，以及覆盖英伟达和美光科技的单股基金。
- Direxion截至06/30管理资产约854亿美元，公司成立于1997年。
- 基金按日追求两倍收益，持有超过一个交易日时可能因复利和波动偏离标的累计表现；即使SKHY在较长区间上涨，SKHL仍可能亏损。
- SKHL仅跟踪单一股票，缺少传统交易所交易基金的分散化，并承担杠杆、每日相关性、交易对手、再平衡、美国存托凭证及半导体行业集中等风险。
- 发行方明确表示基金不保证实现投资目标，SK海力士美国存托凭证上市时间较短，价格可能出现较高波动。
作者观点与证据
新闻稿将SKHL定位为美国主动交易者表达SK海力士及人工智能存储器观点的工具，并借助SK海力士的HBM供应地位说明产品需求。基金名称、目标倍数、跟踪标的和风险披露属于发行方正式产品信息；“历史最大美国存托凭证发行”和人工智能需求将直接流向SK海力士等说法主要服务于产品营销，原文未提供独立市场数据验证。
与相关标的的关系
SKHL的每日净值直接依赖SKHY单日表现及基金实现两倍敞口的效率。SKHY交易量、波动率、美国存托凭证流动性和衍生品市场条件都可能影响SKHL；SKHL的长期累计表现不能按SKHY区间涨跌幅简单乘以二。
时效性与限制
文章发布于美东时间 07/15 08:00（UTC+8 07/15 20:00），抓取于美东时间 07/15 21:54（UTC+8 07/16 09:54）。材料由Direxion发布，适合确认产品上线和风险条款，不能独立证明市场需求、资金流规模或对SKHY价格的实际影响。
后续跟踪
- SKHL上市后的成交量、资产规模、买卖价差和跟踪偏差。
- SKHY波动率对SKHL每日复位及累计收益路径的影响。
- 基金使用的掉期、期货等衍生品结构及交易对手披露。
- 美国单股杠杆基金监管规则和风险披露变化。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.；发行方新闻稿已归档；产品目标、费用和风险不代表未来实现收益，未取得上市后申赎与流动性数据。
原文
Direxion Launches SKHL, 2X Daily Exposure to SK hynix
Accessibility Statement
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SKHL Builds on Direxion's Leadership in Leveraged & Inverse Semiconductor ETFs
NEW YORK , July 15, 2026 /PRNewswire/ -- Direxion, a leading provider of ETFs for tactical traders, today launched the Direxion Daily SK Hynix Bull 2X ETF (SKHL) . SKHL seeks daily investment results, before fees and expenses, of 200% of the daily performance of the SK hynix Inc.-sponsored American depositary receipt (Nasdaq: SKHY ) (collectively, "SK hynix").
As the largest ADR offering in market history, SK hynix sits at a critical node in the AI hardware value chain, supplying the HBM Nvidia, AMD, and other chipmakers pair with accelerators. As demand for AI compute grows, it flows directly to SK hynix as the leading HBM supplier, giving the company exposure to the buildout of AI data center infrastructure across the semiconductor sector.
"The biggest story is that one of the world's premier AI memory companies will now be much easier to access in the U.S.," said Mo Sparks, Chief Product Officer at Direxion. "SKHL gives active traders a focused 2X daily leveraged bull tool to express that view. It's a natural extension of the semiconductor franchise we've built."
SKHL joins a deep bench of Direxion semiconductor leveraged and inverse ETFs, from the firm's flagship Direxion Daily Semiconductor Bull and Bear 3X ETFs (SOXL and SOXS) to single-stock chip funds spanning Nvidia ( NVDU and NVDD ) and Micron ( MUU and MUD ). The Fund adds the world's HBM leader to that toolkit, reinforcing Direxion's standing as the leading issuer of single-stock ETFs in the U.S.
Fund Summary:
Fund Name
Ticker
Direxion Daily SK Hynix Bull 2X ETF
SKHL
All Direxion Leveraged and Inverse ETFs are intended only for investors with an in-depth understanding of the risks associated with seeking leveraged investment results, and who plan to actively monitor and manage their positions. There is no guarantee these ETFs will meet their objective. Please visit the Direxion Leveraged and Inverse ETF Education Center , where you will find educational brochures, videos, and a self-paced online course to help you understand if Leveraged and Inverse ETFs – including Single Stock Daily LETFs – are right for you.
About Direxion:
Direxion equips investors driven by conviction with ETF solutions built for purpose and fine-tuned for precision. These solutions serve a broad spectrum of investors, whether executing short-term tactical trades or building longer-term portfolio allocations. Direxion's reputation is founded on developing products that precisely express market perspectives and allow investors to manage their risk exposure. Founded in 1997, the company has approximately $85.4 billion in assets under management as of June 30, 2026. For more information, please visit www.direxion.com .
There is no guarantee that the Fund will achieve its investment objective.
For more information on all Direxion Shares ETFs, go to www.direxion.com , or call us at 866.301.9214.
An investor should carefully consider a Fund's investment objective, risks, charges, and expenses before investing. A Fund's prospectus and summary prospectus contain this and other information about the Direxion Shares. To obtain a prospectus and summary prospectus call 866.476.7523 or visit our website at direxion.com. A Fund's prospectus and summary prospectus should be read carefully before investing.
Investing in the fund involves a high degree of risk. SK hynix recently began offering its American Depositary Receipt ("ADR") shares and may experience heightened volatility. Unlike traditional ETFs, or even other leveraged and/or inverse ETFs, this leveraged single-stock ETF tracks the price of a single stock rather than an index, eliminating the benefits of diversification. Leveraged ETFs pursue daily leveraged investment objectives, which means they are riskier than alternatives which do not use leverage. They seek daily goals and should not be expected to track the underlying stock's performance over periods longer than one day. They are not suitable for all investors and should be utilized only by investors who understand leverage risk and who actively manage their investments. The Fund will lose money if the underlying stock's performance is flat, and it is possible that the Fund will lose money even if the underlying stock's performance increases, over a period longer than a single day. Investing in the Fund is not equivalent to investing directly in SK hynix.
Direxion Shares Risks – An investment in the Fund involves risk, including the possible loss of principal. The Fund is non-diversified and includes risks associated with the Fund concentrating its investments in a particular security, industry, sector, or geographic region which can result in increased volatility. The Fund's investments in derivatives such as futures contracts and swaps may pose risks in addition to, and greater than, those associated with directly investing in securities or other investments, including imperfect correlations with underlying investments or the Fund's other portfolio holdings, higher price volatility and lack of availability. As a result, the value of an investment in the Fund may change quickly and without warning. Risks of the Fund include Effects of Compounding and Market Volatility Risk, Derivatives Risk, Leverage Risk, Daily Correlation Risk, Counterparty Risk, Rebalancing Risk, Intra-Day Investment Risk, American Depositary Receipt Risk, SK hynix Inc. Investing Risk, Market Risk, Concentration Risk, Cash Transaction Risk, Non-Affiliation Risk, and risks specific to the information technology sector and semiconductor industry. Please see the summary and full prospectuses for a more complete description of these and other risks of the Fund.
Distributor: ALPS Distributors, Inc.
Account Director
Randi Cohen
Ditto Public Relations
[email protected]
SOURCE Direxion
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Direxion, a leading provider of ETFs for tactical traders, has filed with the U.S. Securities and Exchange Commission to launch the Direxion Daily SK ...
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海力士期权首秀集中短周期合约
重要性4/5 中高
与SKHY直接相关，并提供期权首日成交量和期限分布；数据新且具体，但仅为开盘早段快照，付费墙截断也限制了证据完整性。
中文摘要
核心结论
SKHY期权在美国市场启动交易后，早盘成交迅速集中于当周到期合约，显示初期参与者偏好短周期敞口。185美元看涨期权最活跃，但这份开盘后不久的截面数据不足以代表全天结构或形成稳定的方向性结论。
重要性评级
评级：4/5（中高）
文章提供SKHY期权上市初期的直接成交数据，可补充现货反弹的衍生品市场背景。样本仅覆盖首个交易日上午早段，且原文受付费墙截断，证据完整度有限。
关键事实
- SK海力士美国存托凭证SKHY的期权于07/14开始在美国期权交易所交易。
- 截至美东时间 07/14 10:25（UTC+8 07/14 22:25），累计成交约3.3万张合约。
- 超过三分之二的成交量集中于当周周五到期的合约，期限结构明显偏短。
- 185美元看涨期权成交约2,900张，为当时最活跃合约。
- 145美元看跌期权成交活跃，原文未给出具体张数。
- 8月到期的200美元看涨期权成交超过1,500张。
- 期权上市为美国衍生品市场参与者提供了更直接的SK海力士波动率与方向敞口。
作者观点与证据
文章将短期限成交占比和活跃看涨合约视为短线押注升温的迹象。支持材料包括约3.3万张总成交、三分之二以上集中于当周到期合约，以及185美元和200美元看涨期权的成交量。原文没有提供未平仓量、买卖方向、成交价、隐含波动率、做市商头寸或全天数据，因此无法确认成交来自净看多需求、卖出看涨或组合交易。
与相关标的的关系
该事件直接关联SKHY。短期限期权集中度可能提高现货对到期前对冲流的敏感性，但文章缺少希腊字母风险指标和交易方向数据，无法量化期权活动对SKHY价格的推动或抑制作用。
时效性与限制
文章发布于美东时间 07/14 10:31（UTC+8 07/14 22:31），数据截点仅比发布时间早6分钟；抓取于美东时间 07/15 21:54（UTC+8 07/16 09:54）。原文被付费墙截断，且记录的是期权上市首日上午的早期快照，后续成交和未平仓结构可能已经明显变化。
后续跟踪
- 当周到期合约在全天成交量与未平仓量中的占比。
- 185美元、145美元和200美元行权价的买卖方向与隐含波动率。
- 首个到期日前后的做市商对冲流和SKHY现货成交量。
- 期权市场流动性、买卖价差及期限结构的稳定程度。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.；文章原文已归档；早期成交量不是最终成交、OI、做市商净敞口或方向判断。
原文
SK Hynix Early ADR Options Trading Leans to Short-Term Contracts
Securities
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Options on SK Hynix Inc. ’s American Depository Receipts began trading on US options exchanges Tuesday, giving traders in the world’s largest derivatives market easier access to the volatile South Korean memory chipmaker.
About 33,000 lots had traded as of 10:25 a.m. New York time, with more than two-thirds of the volume in contracts expiring Friday. The most actively traded contract was the $185 call with 2,900 lots changing hands, followed by $145 puts. August $200 calls were also popular, with more than 1,500 trading.
Traders are likely to put on short-term bets that the stock’s ADRs will rise this ...
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韩国拟收紧单股杠杆基金规则
重要性5/5 高
监管事件直接涉及000660和005930杠杆产品，时间新且包含政策主体、资金规模和产品表现；具体措施尚待07/16会议确认，波动归因也存在争议。
中文摘要
核心结论
韩国政府与金融监管机构正在研究单股两倍杠杆交易所交易基金的补充措施，讨论方向包括提高最低保证金和错开再平衡交易时间。报道将三星电子、SK海力士相关杠杆产品与近期市场剧烈波动并列观察，但同时承认实际影响程度和政策效果仍有争议。
重要性评级
评级：5/5（高）
监管讨论直接涉及SK海力士000660和三星电子005930相关杠杆产品，可能改变资金准入与再平衡节奏。文章提供政府表态、熔断次数、产品表现和资金规模，但因果关系尚未由严格研究确认，且英文稿注明使用人工智能翻译。
关键事实
- 在07/15的韩国总统府政策简报会上，总统李在明提到三星电子和SK海力士杠杆交易所交易基金造成投资者损失，并要求韩国交易所尽快准备补充措施。
- 韩国金融监督院院长李赞镇表示监管机构负有责任；韩国交易所理事长郑殷甫回应将准备措施。
- 报道称，单股两倍杠杆基金自5月推出以来已触发5次熔断；此前27年合计触发6次。该对比被用作市场波动担忧的依据，不能单独证明杠杆基金造成全部波动。
- 为维持两倍日波动目标，基金需要频繁买卖标的股票，相关再平衡流可能放大价格波动。
- 从产品推出日至07/15收盘，三星电子普通股下跌6%，SK海力士上涨1.46%，多数相关杠杆基金跌幅超过20%，显示震荡路径下的负复利损耗。
- 韩国企划财政部门、韩国银行、金融委员会和金融监督院官员计划在07/16市场状况检查会议上讨论应对方案。
- 韩国金融投资协会于07/14与主要券商首席执行官讨论提高单股杠杆基金最低保证金；现行门槛为1,000万韩元。另一方案是错开维持两倍目标所需的再平衡交易时间。
- 已有超过13万亿韩元个人资金投入杠杆产品。部分观点认为限制新增资金作用有限，也有研究认为这些基金对市场波动的影响较小。
作者观点与证据
SBS报道侧重杠杆基金的负复利和再平衡风险，并通过熔断次数、标的与基金收益差异、监管官员表态支持加强防护措施的必要性。熔断次数与产品推出时间存在同期关系，原文没有给出控制其他市场因素的实证分析；关于基金放大波动的程度，市场内仍有相反研究结论。
与相关标的的关系
000660（SK海力士）和005930（三星电子）是韩国市场权重较高的半导体股票，也是报道所述单股杠杆基金的主要标的。最低保证金上调可能影响新增参与门槛，错开再平衡时间可能改变收盘前后的集中资金流；现有13万亿韩元杠杆产品资金意味着仅限制新流入未必迅速降低存量影响。
时效性与限制
文章发布于美东时间 07/15 07:42（UTC+8 07/15 19:42），抓取于美东时间 07/15 21:54（UTC+8 07/16 09:54）。07/16会议在文章发布时尚未举行，具体措施、适用产品和实施时间均未确定。SBS注明英文文章由人工智能翻译，人物引语和监管术语可能存在翻译误差。
后续跟踪
- 07/16市场状况检查会议公布的具体措施与实施时间。
- 最低保证金是否高于1,000万韩元，以及适用范围。
- 再平衡交易错峰规则对收盘竞价量和日内波动的影响。
- 000660与005930相关杠杆基金的资金流、折溢价和负复利幅度。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.；文章原文已归档；正式规则、适用产品、阈值和实施日期仍待监管文件。
原文
Struggling with 'Negative Compounding': What Are the Safeguards for Leveraged ETFs?
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Struggling with 'Negative Compounding': What Are the Safeguards for Leveraged ETFs?
Kim Hye-min
Published : Jul 15, 2026 10:28 PM
Video
[Anchor]
The extreme volatility of our stock market remained unchanged today, July 15. Various measures are being discussed to address leveraged ETFs, which have been pointed out as a primary cause. Proposals such as raising the minimum deposit requirement to prevent reckless entry by investors are currently under consideration.
Reporter Kim Hye-min has the story.
[Reporter]
During today's policy briefing at the Blue House, President Lee Jae-myung directly mentioned single-stock leveraged ETFs.
[President Lee Jae-myung: It seems many people are suffering losses from Samsung and Hynix ETFs...]
[Lee Chan-jin, Governor of the Financial Supervisory Service: As a market regulator, I feel responsible and am ready to accept the consequences.]
[President Lee Jae-myung: The Korea Exchange is also noisy because of these ETFs, right? Please prepare supplementary measures promptly.]
[Jeong Eun-bo, Chairman of the Korea Exchange: Yes, I will do so.]
Single-stock 2x leveraged ETFs are being blamed for the extreme volatility, as evidenced by the fact that circuit breakers have been triggered 5 times since their launch in May, compared to only 6 times over the past 27 years.
The issue is that to maintain a 2x volatility target, these funds must frequently buy or sell the underlying stocks, which in turn amplifies market fluctuations.
The negative compounding effect, where losses accumulate during price swings, making it increasingly difficult for the investment to return to its original value, is also becoming more pronounced.
We compared the volatility from the launch date of these single-stock leveraged ETFs to today's market close.
While the price of Samsung Electronics common stock fell by 6% and SK Hynix rose by 1.46%, most of the leveraged ETF products showed declines well exceeding 20%.
[Kwon Min-kyung, Senior Research Fellow at the Korea Capital Market Institute: In Korea, there is significant exposure to Samsung Electronics and Hynix, and they account for a large portion of the index. Because interest in leveraged and inverse products is also relatively high, these factors can influence index volatility.]
Financial authorities have begun to prepare countermeasures.
Related alternatives are expected to be discussed at the market situation inspection meeting scheduled for tomorrow, July 16, which will be attended by officials from the Ministry of Finance and Economy, the Bank of Korea, the Financial Services Commission, and the Financial Supervisory Service.
Yesterday, July 14, the Korea Financial Investment Association also met with CEOs of major domestic brokerage firms to discuss plans such as raising the minimum deposit requirement for single-stock leveraged ETFs, which is currently 10 million won, and staggering the rebalancing trade times used to maintain the 2x volatility ratio.
However, with over 13 trillion won in individual investor capital already tied up in leveraged products, some argue that blocking new inflows may have little impact. Furthermore, some reports suggest that the volatility-inducing effect of these ETFs is limited, leaving the effectiveness of these measures uncertain.
Reported by Jung Sang-bo | Video by Kim Jun-hee | Graphics by Kang Yoon-jung | Produced by SBS Digital News
※ Please note: This article was translated by AI and may contain errors.
Copyright Ⓒ SBS. All rights reserved. Unauthorized reproduction, redistribution, and use for AI training are prohibited.
Meta路易斯安那数据中心扩至5吉瓦
重要性4/5 高
近期披露的5GW容量和超过500亿美元投资是大型AI基础设施需求的直接证据，与SK hynix高带宽内存需求路径相关；公司新闻稿缺少供应合同和投产进度，限制了标的层面的确认度。
中文摘要
核心结论
Meta（美国科技公司）计划把路易斯安那州里奇兰教区数据中心扩建至5GW（吉瓦）算力容量，项目投资超过500亿美元，并配套能源、公共设施和人才培养投入。该项目为AI（人工智能）基础设施需求提供了大型资本开支样本，但文章由Meta发布，经济与社区效益主要采用公司及受益方口径。
重要性评级
评级：4/5（高）
5GW容量和超过500亿美元投资直接反映Meta的算力建设规模，对SK hynix（韩国存储芯片制造商，000660、SKHY）的高带宽内存需求预期具有较强关联。文章发表于07/13（未给出具体时刻），时效较高，但缺少设备采购、芯片配置、建设进度和投产节奏。
关键事实
- 数据中心规划算力容量提升至5GW，Meta称区域总投资将超过500亿美元。
- 自12/2024（未给出具体时刻）破土以来，Meta已向路易斯安那州本地企业授出超过16亿美元合同。
- 扩建计划包含超过10亿美元的道路、供水和污水系统改善投资。
- 项目所在社区约有2万人；全面运营后预计提供逾1,000个岗位。
- Meta向Louisiana Delta Community College（路易斯安那三角洲社区学院）捐赠500万美元，为2026届起的当地高中毕业生提供数据中心相关职业课程全额奖学金。
- Meta称能源协议预计未来20年为Entergy Louisiana（路易斯安那州公用事业公司）客户节省超过20亿美元，早期协议另称可节省6.5亿美元。
- 新能源安排包括七座天然气发电厂、三套电网级电池、核电增容及其他购电资源。
- 当地学区称教师年度奖金由上一年的1万美元升至超过5万美元；该数字来自地方受益方陈述。
作者观点与证据
Meta将扩建描述为兼顾美国AI基础设施、地方就业、教育和公共服务的长期投资。合同额、投资额、容量及能源设施计划构成主要事实依据；教师奖金、商户增长和消费者节省额多来自Meta、地方官员、合作机构及受益企业，文章未提供独立审计、项目建设里程碑或成本分项。
与相关标的的关系
- META：超过500亿美元的项目规模显示公司继续投入大型算力基础设施，后续折旧、能源采购和资本支出兑现情况会影响财务表现。
- 000660、SKHY：5GW算力规划可能扩大服务器存储及高带宽内存需求，但原文没有披露SK hynix订单、供应份额、芯片型号或采购金额，相关性停留在产业需求路径。
时效性与限制
文章发表于07/13（未给出具体时刻），页面同时出现07/12（未给出具体时刻），具体发布日期存在页面标注歧义。内容属于公司新闻稿，未说明5GW的当前已建容量、分期投产时间、审批状态及最终设备清单。
后续跟踪
- 5GW扩建的分期建设、通电和投产日期。
- Meta后续资本支出指引及该项目的年度投入。
- 服务器、加速器与高带宽内存的供应商和采购规模。
- 新增发电设施、输电接入及用水项目的审批进展。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.
原文
Teachers and Local Businesses Win as Meta Expands Louisiana Data Center
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Meta
July 13, 2026 July 12, 2026
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https://about.fb.com/wp-content/uploads/2026/07/Teachers-and-Local-Businesses-Win-as-Meta-Expands-Louisiana-Data-Center_Header.mp4
Takeaways
- Meta is expanding its Richland Parish, Louisiana data center to 5GW of compute capacity in a town that’s already seeing life-changing returns for teachers, local businesses, and students.
- Teachers in Richland Parish recently received annual bonuses of up to $50,000 — 400% higher than last year — thanks to increased tax revenues from Meta’s data center project.
- Richland Parish’s School District Superintendent said: “It’s life-altering for our teachers and their families, and it’s transforming our schools. Meta’s investment has made Richland Parish a destination for education as well as industry.”
- Local small business owners Tim & Lindsey Allen of Holy Tacos in Rayville, LA said: “Our roots are in this community — and Meta gave us the courage to grow here.”
- Every public school and many youth programs in Richland Parish have received support from Meta through direct giving and our Data Center Community Action Grants.
- Local Louisiana businesses have received more than $1.6 billion in contracts from Meta since breaking ground on the site in December 2024.
- With this expansion, we will be investing over $1 billion in local infrastructure improvements, including roads, water and wastewater systems.
- In a community of 20,000 people, the data center will provide more than 1,000 roles once operational.
We’re hearing from people throughout Richland Parish about the benefits they’re seeing from Meta’s data center:
- Sheldon Jones, Superintendent of the Richland Parish School District, said: “Last year, our teachers received a $10,000 bonus, this year that check was over $50,000. It’s life-altering for our teachers and their families, and it’s transforming our schools. Meta’s investment has made Richland Parish a destination for education as well as industry. This year, for the first time in my 30-year career, every teacher we interviewed was fully certified. With bonuses like that, the best educators come to you. And if we can attract the best teachers, we could become one of the best school districts in our region. ”
- Thomasina Minor, Second Grade teacher at Start Elementary, said: “ The bonus was jaw-dropping. When I first found out, I was sitting on my couch with my eight-month-old. My mouth was wide open in shock. I thanked God because it was a big unexpected blessing.”
- Shelly York, Fourth-Eighth Grade teacher at Holly Ridge Elementary, said: “The bonus was extremely nice, very unexpected, very unlike anything we’ve ever had. We’re not in it for the money, we’re teachers because it’s in our heart and we’re here for the kids. To just get that extra compensation, it gives you a boost to go back the next year and continue what you’re doing. ”
- Tim & Lindsey Allen, owners of local business Holy Tacos, said: “We started Holy Tacos because Meta was coming to town. What began as a family dream that we joked about around the dinner table is now a restaurant that feeds hundreds of people a day. Our roots are in this community — and Meta gave us the courage to grow here. “
- TJ & Kaycie Weed, owners of local business HeBrews Coffee, said: “Since Meta arrived, we’ve grown from 40 customers on a good day to over 130, expanded to three locations, and have a fourth opening this fall. Our Holly Ridge shop wouldn’t exist without Meta being here. They have increased our customer base and provided relationships to help turn a pea-sized dream into a real business. God is good!”
Louisiana Delta Community College is receiving a $5 million donation from Meta to create scholarships to train local residents for critical data center jobs. All graduates from Richland Parish’s high schools, beginning with the class of 2026, will be eligible for full scholarships for any data center related trade certificate or course.
Meta has also provided training to local small businesses, and invests in programs and partnerships that connect businesses and workers to opportunities at the site — from subcontracting pipelines to workforce development opportunities with local colleges and universities. We’ve also supported funding for new equipment for the Richland Parish Sheriff’s Office and the Holly Ridge Fire Protection District.
The data center expansion is an investment of more than $50 billion in the Richland Parish region — one of the largest investments in AI infrastructure in the world, built in America — supporting infrastructure projects, workforce development programs, and an energy agreement that is expected to save Entergy Louisiana customers more than $2 billion over 20 years, on top of the $650 million in savings for customers from the first agreement.
Meta pays the full costs of the energy, water, and related infrastructure the data center uses so consumers aren’t paying the cost. Meta’s recent agreement with Entergy will fund seven new natural gas-fueled generating plants, three grid-scale batteries, nuclear uprates, and other purchased power.
“We’ve been in the charter bus business for 29 years, but nothing compares to what Meta’s project has meant for us. We went from 40 coaches to 102, and most of our drivers onsite are now earning over $80,000 a year in a region where the median income is $42,000.” — Scott Holmes, owner of local business Mayo Tours
“Meta’s historic investment in the LDCC Foundation will have a lasting impact on Richland Parish and the families we serve. By supporting scholarships for local residents, this gift removes barriers, opens doors, and helps students gain the training and education needed to pursue life-changing careers close to home.” — Dr. Justin Hoggard, Chancellor of Louisiana Delta Community College
“Working hand in hand with Meta, we’ve brought in experts to train local business owners on how to reach new customers and grow, at no cost to them. Now, with programs like America’s Workforce Academy and full scholarships for our high school graduates at Louisiana Delta Community College, we’re seeing a complete pipeline — from helping our entrepreneurs compete today to preparing our next generation for the careers of tomorrow.” — Savannah Morris, Executive Director of the Richland Parish Chamber of Commerce
“This is an investment in the people, communities, and economic future of Northeast Louisiana. This data center project has already delivered substantial economic benefits across our region, creating opportunities for residents, workers, suppliers, and local businesses. Today’s announcement reinforces what we have shown to be true: Northeast Louisiana can compete and win on a global stage. Meta’s continued commitment sends a strong signal that the State of Louisiana, and specifically the Northeast Region, has the assets, leadership, and talent necessary for long-term success.” — Rob Cleveland, GrowNeLa President
“This commitment from Meta puts Louisiana at the center of America’s future in artificial intelligence, positioning our nation to compete and lead globally. In just two years, we’ve secured more than $150 billion in new investment by creating an environment where companies can move quickly and build at scale. Projects like this don’t just grow our state’s economy, they ensure America continues to lead in the technologies that will define the next generation.” — Jeff Landry, Governor of Louisiana
“From the beginning, this project has always been about more than building infrastructure — it’s about building alongside the community. The people, workforce and partnership we’ve found in Louisiana have enabled this project to be a cornerstone of our global infrastructure. With more than $1.6 billion already contracted with local companies and thousands of jobs being supported, we’re delivering real economic impact alongside the AI infrastructure that will power the future.” — Rachel Peterson, Vice President of Data Centers at Meta
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SK Hynix CEO sees worst memory shortage in 2027, demand to outstrip supply beyond 2030
中文摘要不可用。
证据限制：Original text fetch failed; no fallback article body was generated.
抓取状态
HTTP 403
SK hynix杠杆ETF首日放量
重要性3/5 中等
文章与SK hynix资金结构直接相关，并提供成交额、散户净买入和产品回报等具体数据；发布时间较早，翻译文本还存在单位和年份疑点，因此主要适合作为背景材料。
中文摘要
核心结论
韩国首批以SK hynix（韩国存储芯片制造商，000660）和三星电子（韩国半导体及电子公司，005930）为标的的单股杠杆ETF（交易所交易基金）上市首日出现集中交易，SK hynix相关产品涨幅约18%至19%，16只相关产品成交额合计10.4042万亿韩元。数据反映短期资金关注度和杠杆产品扩容，但文章距07/16日报已有约七周，且正文标明由AI工具翻译，部分数字与时间表述需要原韩文核验。
重要性评级
评级：3/5（中等）
文章直接涉及000660及围绕该股形成的杠杆资金流，成交额、散户净买入和波动中断数据具有市场结构参考价值。发布时间为美东时间 05/27 05:02（UTC+8 05/27 17:02），对07/16日报的即时解释力有限。
关键事实
- 三星、未来资产、韩国投资、KB、Kiwoom、Hana、Shinhan和Hanwha等八家资管公司以每份2万韩元发行相关杠杆及反向产品。
- 韩国交易所数据显示，当日国内ETF涨幅前七名均为SK hynix单股杠杆产品，回报介于18.44%至19.46%。
- 三星电子单股杠杆产品当日回报约5.30%至5.97%；SK hynix双倍反向产品下跌18.70%，三星电子双倍反向产品下跌5.97%。
- 16只三星电子及SK hynix杠杆ETF单日成交额合计10.4042万亿韩元，总市值5.0188万亿韩元，散户净买入约2万亿韩元。
- Infomax（韩国金融信息服务商）数据显示，散户分别净买入未来资产TIGER和三星资管KODEX旗下SK hynix杠杆ETF 6,908亿韩元和6,673亿韩元。
- SK hynix当日上涨9.31%，收于224.3万韩元；三星电子上涨2.68%，收于30.7万韩元。
- 交易集中触发韩国交易所多次波动性中断；投资者教育网站因访问激增一度无法使用。
- 文中称韩国1,131只ETF总市值达到501.1022万亿韩元，并称金融监管部门警示杠杆产品单日损失最高可能达到60%。
作者观点与证据
文章认为新品上市、SK hynix股价上涨及前一日美光上涨18%共同吸引散户资金。产品回报、成交额和净买入数据来自韩国交易所及Infomax，证据相对具体；美光行情与散户流入之间只使用推测性表述。有关杠杆产品下跌风险的判断来自监管提示，但正文没有列明具体监管文件。
与相关标的的关系
- 000660：杠杆ETF首日成交和散户净买入显示围绕SK hynix的短期风险敞口迅速扩张，产品申赎及对冲活动可能增加现货与期货交易量。
- 005930：三星电子杠杆产品同日放量，但产品回报和正股涨幅均低于SK hynix，对本文资金热度的贡献相对较弱。
时效性与限制
文章发布于美东时间 05/27 05:02（UTC+8 05/27 17:02），不能直接解释07/16的当日价格变化。页面说明英文正文由AI工具翻译；其中“SK hynix市值超过1万亿美元”以及“ETF于10/2002推出后四年突破500万亿韩元”等表述存在单位或翻译疑点，应以韩文原稿和韩国交易所数据复核。
后续跟踪
- 相关杠杆ETF上市后的资产净值、成交额和散户持仓变化。
- 产品申赎及做市对SK hynix现货、期货成交量的影响。
- 韩国交易所对单股杠杆产品的波动控制措施。
- 文中异常市值、年份和单位的原始韩文口径。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.
原文
‘Samjeon·Nix’ leveraged ETFs draw 10 trillion won on debut day… SK hynix leveraged ETF posts a 20% return
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On the 27th, when single-stock leveraged ETFs (exchange-traded funds) based on Samsung Electronics and SK hynix surged immediately upon listing, a screen in the dealing room at Hana Bank headquarters in Jung District, Seoul shows prices for each stock and the SK hynix single-stock leveraged ETF being traded that day. Yonhap News
Single-stock leveraged exchange-traded funds (ETFs) that track the returns of Samsung Electronics and SK hynix at ±2 times surged on their first day of listing on the 27th. The ETF tracking SK hynix recorded a 20% return. The day's trading value in the ‘Samjeon·Nix’ leveraged ETFs reached 10 trillion won. The market capitalization of ETFs listed on the domestic stock market also surpassed 500 trillion won for the first time.
Eight asset managers, including Samsung, Mirae Asset, Korea Investment, KB, Kiwoom, Hana, Shinhan, and Hanwha, listed single-stock leveraged and inverse ETFs with Samsung Electronics and SK hynix as underlying assets at 20,000 won per share on this day.
According to the Korea Exchange, the top 1 to 7 performers in the domestic ETF market that day were all SK hynix single-stock leveraged ETFs, each posting returns of 18% to 19%.
‘1Q SK hynix Futures Single-Stock Leverage’(19.46%) and ‘KIWOOM SK hynix Futures Single-Stock Leverage’(19.23%) delivered returns in the 19% range. They were followed by ‘SOL SK hynix Single-Stock Leverage’(18.78%), ‘ACE SK hynix Single-Stock Leverage’(18.63%), ‘ TIGER SK hynix Single-Stock Leverage’(18.56%), ‘RISE SK hynix Single-Stock Leverage’(18.47%), and ‘KODEX SK hynix Single-Stock Leverage’(18.44%), each in the 18% range.
Samsung Electronics single-stock leveraged ETFs also posted returns in the 5% range. These included ‘1Q Samsung Electronics Futures Single-Stock Leverage’(5.97%), ‘RISE Samsung Electronics Single-Stock Leverage’(5.61%), ‘TIGER Samsung Electronics Single-Stock Leverage’(5.53%), ‘KODEX Samsung Electronics Single-Stock Leverage’(5.52%), ‘KIWOOM Samsung Electronics Futures Single-Stock Leverage’(5.43%), and ‘ACE Samsung Electronics Single-Stock Leverage’(5.30%).
By contrast, double-inverse products, which deliver twice the return when prices fall, posted negative returns amid strength in semiconductor shares. ‘SOL SK hynix Futures Single-Stock Inverse 2X’ fell 18.70%, and ‘PLUS Samsung Electronics Futures Single-Stock Inverse 2X’ fell 5.97%.
Notably, the 16 ETFs investing in Samsung Electronics and SK hynix leverage drew 10.4042 trillion won in trading value in a single day, and their combined market capitalization reached 5.0188 trillion won. Retail investors were net buyers of about 2 trillion won.
According to data from financial information provider Infomax, retail investors bought 690.8 billion won and 667.3 billion won, respectively, of the SK hynix leverage ETFs from TIGER by Mirae Asset Global Investments and KODEX by Samsung Asset Management, ranking first and second in retail net buying for the day. Retail net buying also totaled 278.4 billion won for the Samsung Electronics leverage ETF from Mirae Asset Global Investments, and 315.5 billion won for the Samsung Electronics ETF from Samsung Asset Management.
The 18% surge of Micron, a semiconductor stock, in the US market the previous day also appears to have contributed to the influx of retail buying.
‘Risk of greater volatility in a downturn’
Helped by the listing of single-stock leveraged ETFs, the underlying stocks finished higher: Samsung Electronics closed at 307,000 won, up 2.68% from the previous session, and SK hynix jumped 9.31% to 2,243,000 won, setting new intraday record highs. The market capitalization of SK hynix surpassed 1 trillion dollars for the first time that day, making it the second company in Korea after Samsung Electronics to join the ‘1 trillion dollar club’.
As investors flocked to the newly launched single-stock leveraged products, the Korea Exchange repeatedly triggered its volatility-interruption mechanism. The website of the Financial Investment Education Institute of the Korea Financial Investment Association, where investors must complete prior education to invest in single-stock leveraged products, was inaccessible that day due to a surge in users.
Lee Kyung-min, a researcher at Daishin Securities, said, “With the launch of Samsung Electronics and SK hynix single-stock leveraged ETFs, market attention concentrated,” adding, “The two stocks led the KOSPI strength.”
As a result of the launch of single-stock leveraged ETFs, the market capitalization of domestically listed ETFs also surpassed 500 trillion won. The 1,131 ETFs listed domestically were tallied at 501.1022 trillion won in market cap that day. The domestic ETF market cap surpassing 500 trillion won came four years after ETFs were first launched on the stock market in October 2002. After topping 400 trillion won on the 15th of last month, it expanded by 100 trillion won in just over a month.
Although leveraged ETF returns approached 20% that day, some point out that leverage products can see heightened volatility in a downturn and warrant caution. Financial authorities have warned that in a downturn leverage products can suffer losses of up to 60% in a single day.
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SKHY期权登陆MIAX市场
重要性4/5 高
交易所一手公告近期确认SKHY期权启用，与研究标的直接相关；内容只覆盖上市安排，缺少实际交易和定价数据，因此优先级低于影响现货代码连续性的上市技术通知。
中文摘要
核心结论
MIAX Exchange Group（美国期权交易所集团）确认，SKHY期权自07/14（未给出具体时刻）起在旗下期权市场开放交易，并发布四份对应监管通告。该公告直接确认SKHY衍生品交易基础设施扩展，但没有提供合约规格、上市行权价、成交量、持仓量或隐含波动率。
重要性评级
评级：4/5（高）
公告由交易所发布，时间接近07/16日报，且与SKHY直接相关，可用于确认期权上市状态。信息范围限于启用日期和开盘所用标的市场，无法据此判断实际流动性或投资者方向。
关键事实
- MIAX于美东时间 07/13 13:41（UTC+8 07/14 01:41）发布交易及监管提示。
- 新上市代码SKHY自07/14（未给出具体时刻）起可在MIAX相关期权市场交易。
- 公告覆盖MIAX Options、MIAX Pearl Options、MIAX Emerald Options和MIAX Sapphire Options四个市场。
- 对应文件分别为监管通告2026-104、2026-103、2026-79和2026-107。
- 公告主题为新上市代码开盘时采用的标的证券市场安排。
- 原文未列出期权到期日、行权价、合约乘数、做市商、成交或持仓数据。
作者观点与证据
公告属于交易所操作通知，不包含方向性判断。其证据是MIAX四个市场的监管通告编号及明确生效日期，能够确认市场准入安排；期权需求、流动性和定价状况仍无数据支持。
与相关标的的关系
- SKHY：期权上市增加了围绕该股票进行风险转移和价格发现的工具，也可能带来做市商对冲交易。公告只能证明产品可交易，无法说明期权活动是否对现货价格形成显著影响。
时效性与限制
公告发布时间为美东时间 07/13 13:41（UTC+8 07/14 01:41），交易启用日为07/14（未给出具体时刻）。截至文中信息范围，缺少首日及后续成交量、持仓量、买卖价差和隐含波动率。
后续跟踪
- MIAX及其他期权市场的SKHY合约规格和系列数量。
- SKHY期权成交量、持仓量及买卖价差。
- 做市商覆盖范围与跨交易所流动性分布。
- 期权启用后现货成交量及波动率变化。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.；MIAX公告只确认上市日期；早期成交量与合约分布来自Jin10转述的市场快讯。
原文
MIAX Exchange Group - Options Markets - Market for Underlying Security Used for Openings for Newly Listed Symbol SKHY Effective Tuesday, July 14, 2026 | MIAX
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Trading Alert, Regulatory Alert
MIAX Emerald
July 13, 2026 | 01:41 PM
MIAX Exchange Group - Options Markets - Market for Underlying Security Used for Openings for Newly Listed Symbol SKHY Effective Tuesday, July 14, 2026
Please refer to the Regulatory Circulars listed below for the newly listed symbol and the corresponding market for the underlying security used for openings on the MIAX Exchanges:
- MIAX Options Regulatory Circular 2026-104
- MIAX Pearl Options Regulatory Circular 2026-103
- MIAX Emerald Options Regulatory Circular 2026-79
- MIAX Sapphire Options Regulatory Circular 2026-107
The newly listed symbol SKHY will be available for trading beginning Tuesday, July 14, 2026.
Please direct questions to the Regulatory Department at Regulatory@miaxglobal.com or (609) 897-7309.
SKHYV切换SKHY完成常规交易
重要性5/5 很高
纳斯达克一手技术通知直接确定SKHYV至SKHY的代码迁移、结算日期和历史数据连续性，是核对SKHY上市初期行情及防止数据断裂的关键依据。
中文摘要
核心结论
Nasdaq Trader（纳斯达克交易技术信息平台）确认，SK hynix（韩国存储芯片制造商）于07/10（未给出具体时刻）以SKHYV代码开展when-issued（发行前交易）交易，并于07/13（未给出具体时刻）切换为SKHY进行regular-way（常规结算）交易。历史SKHYV行情应迁移至SKHY，这一技术安排关系到价格序列、数据订阅和标的识别的连续性。
重要性评级
评级：5/5（很高）
该通知来自纳斯达克，直接界定SKHY上市、代码变更、结算日期及历史数据处理，对07/16的行情核对和日报数据质量具有直接作用。文件属于市场数据技术通知，不提供公司经营、估值或资金流信息。
关键事实
- SK hynix于07/10（未给出具体时刻）在Nasdaq Global Select Market（纳斯达克全球精选市场）以SKHYV开展发行前交易。
- 股票于07/13（未给出具体时刻）由SKHYV切换至SKHY，并开始常规结算交易。
- 所有发行前交易的结算日为07/14（未给出具体时刻）。
- 证券CUSIP（美国证券识别码）为78392B206，标准交易单位为100股。
- 受影响范围包括纳斯达克股票市场以及全部Nasdaq和UTP（美国非上市交易权限计划）数据源。
- 纳斯达克要求市场数据分发商更新数据库，并把SKHYV历史信息延续至SKHY。
- 通知将SK hynix此次安排称为在纳斯达克全球精选市场的首次公开上市。
作者观点与证据
文件属于纳斯达克数据技术提醒，不含作者立场。代码、生效日、结算日、CUSIP和数据迁移要求均由上市交易场所直接发布，适合作为证券主数据依据；正文未提供发行规模、发行价、存托结构、财务数据或上市后成交表现。
与相关标的的关系
- SKHYV：仅对应07/10（未给出具体时刻）的发行前交易阶段，历史价格和成交信息需要保留。
- SKHY：自07/13（未给出具体时刻）起成为常规交易代码。行情系统若未完成代码映射，可能出现历史序列断裂、重复证券或上市初期涨跌幅基准错误。
时效性与限制
通知发布于07/10（未给出具体时刻），涵盖截至07/14（未给出具体时刻）的代码及结算安排，对07/16日报仍属有效主数据。文件没有解释SKHY与韩国上市普通股000660之间的法律、托管或换算关系，相关跨市场比较需另查最终招股书。
后续跟踪
- 数据源是否已将SKHYV历史行情完整映射至SKHY。
- 最终招股书中的证券结构、发行规模和跨市场关系。
- 07/14结算完成后的异常交易或数据修订。
- 不同数据供应商对首日价格、成交量和前收盘价的处理。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.
原文
Data Technical News #2026 - 11 REMINDER: SK hynix Inc. Initial Public Offering on Nasdaq Global Select Market
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Download
Friday, July 10, 2026
##
Data Technical News #2026 - 11
REMINDER: SK hynix Inc. Initial Public Offering on Nasdaq Global Select Market
Markets Impacted:
- The Nasdaq Stock Market
Products Impacted:
- All Nasdaq and UTP Data Feeds
Contact Information:
- Nasdaq Trading Services at + 1 212 231 5100
- Nasdaq Data Client Success
Resources:
- Press Release
- Final Prospectus
What you need to know:
REMINDER:
SK hynix Inc. has listed and began trading on the Nasdaq Global Select Market on July 10, 2026 , on a when-issued basis with the symbol SKHYV .
The symbol will change to SKHY and begin trading on a regular way basis effective July 13, 2026 .
The settlement date for all when-issued trades is July 14, 2026 .
Nasdaq requests that market data distributors update their databases to reflect this upcoming listing and display the symbol at their earliest opportunity. Historical information with SKHYV should be carried over to SKHY.
What is the anticipated IPO date?
SK hynix Inc. (SKHYV) began publicly trading on July 10, 2026 , on a when-issued basis.
When will regular way trading begin?
SK hynix Inc. will have a symbol change to SKHY from SKHYV and begin trading regular way on Nasdaq on July 13, 2026 .
What are the issue details for the new Nasdaq listing on a when-issued basis on Friday, July 10, 2026?
The issue mapping for SK hynix Inc. is as follows:
Issue Name
CUSIP
Nasdaq Ticker
Nasdaq Market Category
Round Lot Size
Listing Date
SK hynix Inc.
78392B206
SKHYV
Nasdaq Global Select Market
100
Friday, July 10, 2026
What are the details for the symbol change and change from when-issued to regular way trading on Monday, July 13, 2026?
The issue mapping for SK hynix Inc. is as follows:
Issue Name
CUSIP
Nasdaq Ticker through July 10, 2026
Nasdaq Ticker effective July 13, 2026
Nasdaq Market Category
Round Lot
Settlement Date
SK hynix Inc.
78392B206
SKHYV
SKHY
Nasdaq Global Select Market
100
Tuesday, July 14, 2026
What database changes do Nasdaq market data redistributors need to make to accommodate the new listing?
Nasdaq asks that all market data redistributors update their database to reflect SK hynix Inc. as a new listing on Friday, July 10, 2026 , with the symbol SKHYV . Beginning Monday, July 13, 2026 , the symbol will change to SKHY , and historical information with SKHYV should be carried over to SKHY .
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SK海力士单股杠杆基金结构
重要性4/5 中高
与SK海力士（000660）直接相关，官方组合数据具体且更新至07/16，可补充单股杠杆资金载体及敞口结构；但材料属于发行方产品页面，缺少规模、流量和独立市场影响证据。
中文摘要
核心结论
三星资产管理推出追踪SK海力士普通股表现的单一股票杠杆ETF（交易所交易基金），借助股票现货与个股期货形成高敞口。该产品直接增加000660相关杠杆资金的交易载体，但官方页面主要提供产品结构和营销口径，无法证明资金流入规模或解释SK海力士当日股价。
重要性评级
评级：4/5（中高）
产品与SK海力士（000660）直接相关，07/16持仓数据提供了具体敞口和构成证据。信息来自三星资产管理官方产品接口，可信度适用于产品条款与组合事实；对公司基本面和当日价格驱动的解释力有限。
关键事实
- 产品正式名称为“三星KODEX SK海力士单一股票杠杆证券上市指数投资信托”，产品标识符为2ETFV6，证券代码0193T0，国际证券识别码为KR70193T0008。
- 产品于05/27（未给出具体时刻）上市，基础指数为KRX SK海力士指数，用于追踪SK海力士普通股表现。
- 最小交易单位为1份，基金设立单位为25,000份，总费率为0.290%。
- 07/16（未给出具体时刻）的组合资料显示，2026年8月SK海力士个股期货适用数量为24.62，估值509,141,600韩元，占比109.24%。
- 同期持有SK海力士（000660）现货205股，页面所列当前价为1,852,000韩元，估值426,810,000韩元，占比91.58%。
- 组合另有39,248,058韩元的韩元存款；期货与现货权重合计超过200%，体现杠杆敞口，不能按普通现货基金权重理解。
- 三星资产管理称其杠杆产品自2010年至2026年连续16年保持韩国资产管理规模第一；该说法引用Bloomberg（彭博）截至2026年4月底的数据。
- 官方称产品拥有25家AP（授权参与商）和15家LP（流动性提供商），依据为韩国交易所2026年5月资料。
- 产品采用股票现货申购结构。官方模拟称，与现金申购型产品相比，该结构每年可减少约1.1%至1.4%的证券交易税和交易佣金等实际负担；模拟假设每日发生相当于净资产5%的申购或赎回，并计入0.2%证券交易税和0.089%平均佣金。
作者观点与证据
产品页将三星资产管理的杠杆产品运营经验、参与机构数量和现货申购结构列为主要优势。产品身份、费率、基础指数和07/16组合构成属于官方可核对事实；“压倒性流动性”和成本节约幅度带有发行方营销立场，其中成本数据来自历史价格模拟，依赖申购赎回频率、税率及佣金假设，并非已实现结果。
与相关标的的关系
该ETF通过SK海力士现货和2026年8月个股期货直接形成000660敞口，为投资者提供单股杠杆交易工具。产品规模、申购赎回、成交额和期货持仓若持续增长，可能影响相关现货及期货的短期交易结构；当前材料未披露基金净资产、实际资金净流入或对SK海力士成交量的贡献，无法量化其市场影响。
时效性与限制
产品上市日期为05/27（未给出具体时刻），组合资料更新至07/16（未给出具体时刻）；材料于美东时间 07/15 22:20（UTC+8 07/16 10:20）取得。正文来自KODEX（韩国三星资产管理ETF品牌）官方动态页面调用的同源公开接口，适合确认产品资料，不属于独立新闻调查。杠杆基金可能放大本金损失，持有期收益也可能因每日再平衡和路径依赖偏离基础资产同期涨跌幅。
后续跟踪
- 基金净资产、每日申购赎回及成交额变化。
- SK海力士现货与个股期货敞口比例及再平衡幅度。
- 买卖价差、成交深度以及15家流动性提供商的实际报价质量。
- 官方成本模拟与基金实际跟踪差异、交易成本之间的偏差。
证据限制：Original text was supplied through KODEX官方产品页返回动态壳后，读取页面同源公开接口/api/v1/kodex/product/2ETFV6.do取得产品资料、投资要点和投资组合构成 after online collection failed.；正文来自KODEX官方动态页所调用的同源公开接口；保留官方韩文原文和字段口径，不把动态行情接口记录当作新闻文章。；产品页用于确认产品结构；7月14日累计跌幅与资产规模使用Jin10转述外媒汇编，未取得产品级当日对冲流。
原文
KODEX SK hynix Single Stock Leverage ETF
KODEX SK하이닉스단일종목레버리지
공식 상품 식별자: 2ETFV6
종목코드: 0193T0
ISIN: KR70193T0008
정식 펀드명: 삼성KODEXSK하이닉스단일종목레버리지증권상장지수투자신탁[주식-파생형]
상장일: 2026-05-27
상품 유형: 레버리지/인버스
기초지수: KRX SK하이닉스 지수
기초지수 설명: KRX SK하이닉스 지수는 SK하이닉스 보통주의 성과를 추종하는 지수입니다.
최소 거래 단위: 1
설정 단위: 25,000
총보수: 0.290% (지정참가회사 0.001%, 집합투자 0.269%, 신탁 0.010%, 일반사무 0.010%)
수탁은행: SC제일은행
일반사무관리회사: 신한펀드파트너스
투자 포인트 1
16년 연속 1등 경험으로 각인된 DNA, 독보적 노하우
2010년 아시아 최초 레버리지형 상품 출시, 아시아 1위(글로벌 3위) 레버리지형 상품 운용 名家 : 16년간 축적된 운용 노하우
→ 압도적 1위 운용사로서 노하우를 담은 단일종목 현물 레버리지 상품 출시 (’26년 4월말, Bloomberg, 운용 규모 기준)
* 16년 연속 1등 : Kodex 레버리지형 상품 출시 후 운용규모 1위 (2010~2026년 현재)
투자 포인트 2
레버리지 1등이 제공하는 풍부한 네트워크, 압도적 유동성
대표지수 레버리지·인버스의 압도적 유동성 : 개인 98%, 외국인 97%가 선택한 Kodex ETF (’26년 4월말, Koscom, 거래대금 기준)
→ 업계 최다 유동성 공급자들(AP 25개 · LP 15개)의 압도적 호가 환경 제공 (’26년 5월, 한국거래소 기준)
투자 포인트 3
투자자 비용 절감을 위한 끝없는 고민, 혁신적 구조
국내 레버리지형 상품 설정 방식의 혁신 : 기존 '현금' 납입에서 업계 최초 '주식 현물' 납입형으로 설계 (’26년 5월, 한국거래소 기준)
→ 불필요한 매매를 줄여, 현금 납입형 대비 실부담비용(증권거래세, 거래수수료 등) 연 1.1~1.4% 수준의 절감 효과
* 최근 1년 삼성전자, SK하이닉스 가격 변동 기반 단일종목 레버리지 시뮬레이션 진행. 매일 순자산 5% 설정 혹은 환매 발생 및 증권거래세 0.2%, 협회 평균 거래수수료 0.089% 반영
※ 레버리지 상품은 투자원금 손실이 크게 확대될 수 있습니다.
※ 레버리지 상품(2배, 인버스, 인버스 2배)의 기간 수익률은 추종하는 기초자산의 일간 수익률과 차이가 발생할 수 있습니다.
2026-07-16 투자종목정보(PDF) 구성
- 원화예금: 평가금액 39,248,058
- 2026-08 SK하이닉스개별선물: 적용수량 24.62, 평가금액 509,141,600, 비중 109.24%
- SK하이닉스(000660): 적용수량 205, 현재가 1,852,000, 평가금액 426,810,000, 비중 91.58%
공식 문서
- 집합투자규약: /upload/agreement/2ETFV6-B.pdf
- 투자설명서: /upload/invest/2ETFV6-A.pdf
- 간이투자설명서: /upload/core/2ETFV6-Aa.pdf
SK海力士美国存托股发行全貌
重要性5/5 高
最终招股书直接覆盖SKHY发行定价、募资用途、财务表现、HBM份额和风险因素，来源权威且截至07/16仍具高度时效性。
中文摘要
核心结论
SK海力士以每份149美元发行1.779亿份ADS（美国存托股），对应1779万股新普通股，预计募集净额约262亿美元。资金主要投向韩国生产设施和EUV（极紫外光刻）设备，发行文件同时呈现其HBM（高带宽内存）领先地位、快速增长的财务表现及产能扩张风险。
重要性评级
评级：5/5（高）
这是SKHY在美国上市的最终招股书，直接确定发行价格、规模、募资用途、财务数据和风险因素。文件由SEC（美国证券交易委员会）归档，证据强度高；07/09发布，且ADS已获准在纳斯达克全球精选市场挂牌，代码为SKHY。
关键事实
- 发行1.779亿份ADS，每份代表0.1股普通股，对应1779万股新股；发行价为每份149美元，发行总额265.071亿美元，扣除承销折扣和预计费用后的净募资约262亿美元。
- 新发行普通股约占董事会06/24决议时已发行股份的2.50%；发行完成后预计共有7.288655亿股普通股流通，包括ADS对应股份。
- Baillie Gifford、Coatue Management和Situational Awareness Partners合计表达最多70亿美元的认购意向，但该意向不构成购买承诺，最终认购额可能增加、减少或归零。
- 根据IDC（国际数据公司）数据，SK海力士2026年第一季度在包含HBM的DRAM（动态随机存取存储器）市场收入份额为29.1%，位居全球第二；HBM份额56.4%，位居第一；NAND（闪存）份额18.5%，位居第二。
- 2026年第一季度收入为52.576万亿韩元，上年同期为17.639万亿韩元；期内利润为40.346万亿韩元，上年同期为8.108万亿韩元。同期财务收益达17.056万亿韩元，因此利润增长不能全部视为主营业务贡献。
- 募资计划包括韩国生产设施45.5万亿韩元的后续资本开支，以及约11.9万亿韩元的EUV设备采购；设备预计于2027年12月前交付。超出募资净额的部分拟由经营现金流、信贷和债务融资等来源补足。
- 韩国项目包括龙仁园区第一座晶圆厂和清州P&T7先进封装厂，预计总成本分别为31万亿和19万亿韩元；截至05/31已投入合计4.5万亿韩元，计划追加45.5万亿韩元。
- 清州M15X已于2026年第一季度开始晶圆投片并计划逐步增产；龙仁首座晶圆厂第一阶段洁净室预计2027年第一季度启用，印第安纳州先进封装厂预计2028年下半年投产。
作者观点与证据
招股书将AI（人工智能）基础设施扩张、HBM技术和客户协同开发能力列为主要增长支柱，并认为HBM、服务器DRAM和企业级SSD（固态硬盘）组合有助于缓和传统存储周期波动。市场份额引用IDC数据，发行条款、财务数据和资本开支来自监管申报及IFRS（国际财务报告准则）财务报表，可信度较高；竞争优势、未来需求和投产进度包含管理层判断及前瞻性假设。
文件列出的主要风险包括存储行业周期与供需反转、AI资本开支放缓、扩产延期或成本超支、先进封装材料和设备短缺、美中贸易及出口管制、客户集中和技术迭代。2026年第一季度两大客户分别贡献14.8%和12.4%的收入；美国与中国销售子公司分别贡献64.7%和24.3%的收入，客户与地域集中度均较高。
与相关标的的关系
SKHY是本次美国ADS的直接交易代码，149美元发行价、约262亿美元净募资、ADS权利安排及90天锁定期构成其上市后的基础证券信息。000660是韩国交易所普通股代码，每份ADS对应0.1股普通股；两地证券受到韩元兑美元汇率、存托费用、转换规则和市场交易差异影响。
募资将直接支持HBM产能、先进封装及EUV设备投入，相关建设进度会影响SK海力士兑现AI存储需求的能力。三星电子、美光和中国存储厂商的竞争、美国出口管制以及主要云服务客户的资本开支变化，均会影响其收入和产能利用率。
时效性与限制
招股书日期为07/09（未给出具体时刻），资料检索时间为美东时间 07/15 22:17（UTC+8 07/16 10:17）。承销商预计07/14交付ADS，因此发行条款已进入交割阶段；70亿美元基石认购仍只是非约束性意向。2026年第一季度财务报表未经审计，资本开支金额、建设进度和市场份额可能随需求、汇率、工程条件及后续统计更新。
后续跟踪
- SKHY上市后的流通量、ADS与韩国普通股折算关系及价格差异。
- 基石投资者最终获配金额，以及发行完成后的股本变化。
- M15X产能爬坡、龙仁晶圆厂和P&T7先进封装厂的建设节点与预算执行。
- HBM市场份额、主要客户集中度、AI基础设施资本开支及美中出口管制变化。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.；不能把合同负债整项视为长期供应预付款，也不能与Micron客户现金押金直接类比。
原文
424(B)(4)
Table of Contents
Filed Pursuant to Rule 424(b)(4)
Registration No. 333-296987
PROSPECTUS
17,790,000 Common Shares
Represented by
American Depositary Shares
SK hynix Inc.
(a corporation organized under the laws of the Republic of Korea)
This is a public offering of American Depositary Shares, or “ADSs,” representing common shares of SK hynix Inc., organized under the laws of
the Republic of Korea, or “Korea.” We are offering 177,900,000 ADSs. Each ADS represents one-tenth of a share of our common stock, par value
W 5,000 per share, or “common share.”
The initial public offering price of the ADSs is US$149.00 per ADS. Our common shares are listed on the KRX KOSPI Market of the Korea Exchange (the
“KRX KOSPI Market”) under the identification code “000660.” On July 9, 2026, the last reported sales price of our common shares on the KRX KOSPI Market, our principal trading market, was W 2,186,000 per common share (equivalent to approximately US$1,421.28 per common share based on the exchange rate of W 1,538.05 per US$1.00, the noon buying rate in effect on July 2, 2026 as quoted by the Federal Reserve Bank of New York in the
United States). Prior to this offering, there has been no public market for our ADSs. We have been approved to list the ADSs on the Nasdaq Global Select Market (the “Nasdaq”) under the symbol “SKHY.”
Baillie Gifford Overseas Limited, acting on behalf of a number of its and its affiliates’ clients, investment funds managed by Coatue Management,
L.L.C., and Situational Awareness Partners LP (in alphabetical order) (collectively, the “Cornerstone Investors”) have, severally and not jointly, indicated an interest in purchasing up to an aggregate of US$7 billion of
the ADSs offered in this offering at the initial public offering price and on the same terms and conditions as the other purchasers in this offering. Because these indications of interest are not binding agreements or commitments to purchase,
any of the Cornerstone Investors may determine to purchase more, fewer, or no ADSs in this offering, or the underwriters may determine to sell more, fewer, or no ADSs to any of the Cornerstone Investors. The underwriters will receive the same
underwriting discount on any ADSs purchased by the Cornerstone Investors as they will from the other ADSs sold to the public in this offering.
Neither the U.S. Securities and Exchange Commission, or the “Commission” or the “SEC,” nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Investing in the ADSs involves significant risks. See “ Risk Factors ” beginning on page 18 of this
prospectus before making an investment decision regarding the ADSs.
Per ADS
Total
Public offering price
US$
149.0000
US$
26,507,100,000
Underwriting discount and commissions (1)
US$
1.4477
US$
257,545,830
Proceeds, before expenses, to us
US$
147.5523
US$
26,249,554,170
(1)
See “Underwriting” for a description of the compensation payable to the underwriters.
The underwriters expect to deliver the ADSs against payment in New York on or about July 14, 2026, which will be the third business day following
the pricing of the ADSs. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in one business day, unless the parties to any such
trade expressly agree otherwise. Accordingly, any purchasers who wish to trade the ADSs prior to the delivery of the ADSs hereunder (i) will be required to specify alternate settlement arrangements at the time of any such trade to prevent a failed
settlement and (ii) should consult their own advisors with respect to conducting such trade.
(in alphabetical order)
Global Coordinators
BofA Securities
Citigroup
Goldman Sachs
J.P. Morgan
Cantor
Mizuho
Needham & Company
RBC Capital Markets
Rosenblatt
Stifel
Wedbush Securities
William Blair
Wolfe | Nomura Alliance
The date of this prospectus is July 9, 2026
Table of Contents
Table of Contents
Table of Contents
Table of Contents
TABLE OF CONTENTS
Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
1
GLOSSARY OF TERMS
4
SUMMARY
7
THE OFFERING
11
SUMMARY FINANCIAL AND OTHER INFORMATION
14
RISK FACTORS
18
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
50
USE OF PROCEEDS
52
DIVIDENDS AND DIVIDEND POLICY
53
MARKET PRICE INFORMATION
55
EXCHANGE RATES
56
CAPITALIZATION
57
DILUTION
58
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
60
INDUSTRY OVERVIEW
87
BUSINESS
94
MANAGEMENT
115
PRINCIPAL SHAREHOLDERS
128
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
129
DESCRIPTION OF ARTICLES OF INCORPORATION AND CAPITAL STOCK
131
DESCRIPTION OF AMERICAN DEPOSITARY SHARES
138
SHARES AND AMERICAN DEPOSITARY SHARES ELIGIBLE FOR FUTURE SALE
151
KOREAN FOREIGN EXCHANGE CONTROLS AND SECURITIES REGULATIONS
153
THE KOREAN SECURITIES MARKET
161
CERTAIN TAX CONSIDERATIONS
167
UNDERWRITING
176
EXPENSES OF THE OFFERING
191
LEGAL MATTERS
192
EXPERTS
192
ENFORCEABILITY OF CIVIL LIABILITIES
192
WHERE YOU CAN FIND MORE INFORMATION
193
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
None of us, the underwriters nor any of our or their respective agents have authorized anyone to give any information or make any representation about
this offering that is different from, or in addition to that contained in the prospectus, the related registration statement, any free writing prospectus prepared by or on our behalf or which we may refer to you. None of us, the underwriters nor any
of our or their respective agents will have or take responsibility and can provide no assurance as to the reliability of any other information that others may give you. You should assume that the information appearing in this prospectus is accurate
only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ADSs. Our business, financial condition, results of operations and prospects may have changed since the date on the
front cover of this prospectus.
i
Table of Contents
Through and including August 3, 2026 (the 25th day after the date of this prospectus), all
dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and
with respect to an unsold allotment or subscription.
Notice to Investors Outside the United States . None of us, the underwriters nor any
of our or their respective agents are offering or seeking offers to purchase the ADSs in any jurisdiction where such offers or sales are not permitted. None of us, the underwriters nor any of our or their respective agents have done anything that
would permit this offering or possession or distribution of this prospectus or any free writing prospectus in connection with this offering in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside
the United States who come into possession of this prospectus or any such free writing prospectus must inform themselves about, and observe any restrictions relating to, this offering of the ADSs, and the distribution of this prospectus and any such
free writing prospectus outside the United States.
Notice to Investors in Korea . The ADSs will not be offered, sold, or delivered in Korea
or to, or for the account or benefit of any investors in Korea, at the time of their issuance. However, pursuant to the laws of Korea, we have filed with the Financial Services Commission of Korea (the “FSC”) a separate securities
registration statement in the Korean language for the benefit of Korean investors who may purchase common shares that are converted from ADSs in the secondary market after the completion of the offering described in this prospectus (“post-IPO Korean investors”). Certain information in such filing is applicable only to the post-IPO Korean investors and therefore is not included in this
prospectus. The information contained in such filing does not and will not form a part of this prospectus. Accordingly, you must not rely on any information in such filing.
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Certain Definitions
Unless the context otherwise requires,
references in this prospectus to “SK hynix,” the “Company,” “we,” “our,” “us” or similar terms are to SK hynix Inc., together with our consolidated subsidiaries; references to the
“Issuer” are to SK hynix Inc., the company whose ADSs are being offered by this prospectus, and not to any of our subsidiaries.
References to “ADSs” are to American Depositary Shares, each representing one-tenth of a common share, except where the context
requires otherwise.
See “Glossary of Terms” for certain defined terms used in this prospectus.
In addition, references to the “Government” are references to the government of Korea. References to the “United States” or the
“U.S.” are to the United States of America.
In this prospectus, references to “Won” or “ W ” are to the currency of Korea and references to “U.S. dollars” or “US$” are to the currency of the United States of
America, references to “Euro” are to the currency of the European Union, references to “Chinese Yuan” are to the currency of the People’s Republic of China, and references to “Japanese Yen” are to the
currency of Japan. This prospectus contains a translation of certain Won amounts into U.S. dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the Won amounts
actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated. Unless otherwise specified, all conversions of U.S. dollars into Won have been made at the exchange rate of W 1,523.5 per US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States. For a
discussion of historical information regarding the rate of exchange between Won and the U.S. dollar, see “Exchange Rates.” No representation is made that the Won or U.S. dollar amounts referred to in this prospectus could have been or
could be converted into U.S. dollars or Won, as the case may be, at any particular rate or at all.
Accounting terms have the definitions set forth
under International Financial Reporting Standards (“IFRS”) Accounting Standards, as issued by the International Accounting Standards Board (“IASB”).
All financial information, descriptions and other information regarding us are, unless indicated otherwise, given on a consolidated basis.
Financial Statements Presentation
This prospectus includes
our consolidated audited financial statements as of and for the years ended December 31, 2025, 2024 and 2023, together with the notes thereto (the “Audited Financial Statements”), and unaudited condensed consolidated interim
financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, together with the notes thereto (the “Interim Financial Statements”).
Our Audited Financial Statements were prepared in accordance with the IFRS Accounting Standards as issued by the IASB. Our Interim Financial Statements
were prepared in accordance with IAS 34 Interim Financial Reporting.
Cautionary Note Regarding Non-IFRS Financial
Measures
We present certain non-IFRS financial measures in this prospectus, which are not recognized
under IFRS Accounting Standards. A non-IFRS financial measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the
most comparable IFRS measure.
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Non-IFRS financial measures do not have standardized meanings
and may not be directly comparable to similarly-titled measures adopted by other companies. The non-IFRS financial measures presented in this prospectus are used by our management for decision-making purposes and to assess our financial and operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. The
non-IFRS measures presented in this prospectus have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results of operations presented in
accordance with IFRS Accounting Standards. Additionally, our calculations of non-IFRS financial measures may be different from the calculations used by other companies, including our competitors, and
therefore, our measures may not be comparable to those of other companies.
Specifically, we present Adjusted EBITDA. For a reconciliation of these non-IFRS measures to the most directly comparable IFRS financial measures, see “Summary Financial and Other Information—Non-IFRS Financial Information.”
Our management believes that disclosure of Adjusted EBITDA can provide useful supplemental information to investors and financial analysts in their review of our core results of operations and financial condition. Adjusted EBITDA is provided to
enhance investors’ overall understanding of our current financial performance and prospects for the future. Specifically, we believe that Adjusted EBITDA provides useful information to both management and investors by excluding certain
expenses, gains and losses, as the case may be, that may not be indicative of our core results of operations and business outlook.
Non-IFRS financial measures may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools. They should not be considered in isolation or as a substitute for
analysis of our results of operations as reported under IFRS Accounting Standards. Non-IFRS financial measures, including the non-IFRS financial measures presented in
this prospectus, are not measurements of our performance or liquidity under IFRS Accounting Standards and should not be considered as an alternative to operating income or net profit or any other performance measures derived in accordance with IFRS
Accounting Standards, or as an alternative to cash flow from operating, investing or financing activities.
Rounding
Certain figures (including percentage amounts) included in this prospectus have been rounded for ease of presentation. Percentage figures and totals
included in this prospectus have, in some cases, been calculated on the basis of such figures prior to rounding. For this reason, certain percentage and total amounts in this prospectus may vary from those obtained by performing the same
calculations using the figures in our Audited Financial Statements and Interim Financial Statements and figures shown as total in certain tables may not be an exact arithmetic aggregate of the other figures in the table.
Market and Industry Data
Market data and other statistical
information used in this prospectus is based on data collected by and available from Gartner, Inc. (“Gartner”) and International Data Corporation (“IDC”), among other sources. The Gartner content described herein (the
“Gartner Content”) represents research opinions or viewpoints published as part of a syndicated subscription service by Gartner, and is not a representation of fact. The Gartner Content speaks as of its original publication date (and not
as of the date of this prospectus), and the opinions expressed in the Gartner Content are subject to change without notice.
Certain data is
also based on our estimates, which are derived from our review of internal surveys as well as independent sources. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy
or completeness.
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Similarly, internal company surveys, industry forecasts and market research, which we believe to be
reliable based upon management’s knowledge of the industry, have not been verified by any independent sources. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition, we do not know what
assumptions were used in preparing the industry forecasts cited. See “Cautionary Note Regarding Forward-Looking Statements.”
Industry
publications, governmental publications and other market sources, including those referred to above, generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of
such information is not guaranteed. We have no reason to believe any of this information or these reports are inaccurate in any material respect and believe and act as if they are reliable. Neither we, the underwriters nor our or their respective
agents have independently verified them and they are subject to change based on various factors, including those discussed in the section entitled “Risk Factors.” Estimates of market and industry data are based on statistical models, key
assumptions and limited data sampling, and actual market and industry data may differ significantly from estimated industry data. In addition, the data that we compile internally, and our estimates have not been verified by an independent source.
Information derived from management’s knowledge and our experience is presented on a reasonable, good faith basis. Except as disclosed in this prospectus, none of the publications, reports or other published industry sources referred to in
this prospectus were commissioned by us or prepared at our request. Except as disclosed in this prospectus, we have not sought or obtained the consent of any of these sources to include such market data in this prospectus.
Trademarks and Trade Names
We own or have rights to
trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name, logos and website names. Other trademarks, service marks and trade names appearing in this prospectus are the
property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the ® and TM symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names.
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GLOSSARY OF TERMS
Artificial Intelligence (“AI”)
Mechanical systems and related technologies designed to perform functions similar to human intelligence.
AI Accelerators
Providers of high-performance semiconductors designed to efficiently process large-scale AI computing workloads.
Application-Specific Integrated Circuit (“ASIC”)
An integrated circuit designed for a specific purpose, as distinguished from general-purpose integrated circuits.
Bit
The smallest unit of information stored in memory, denoted by the lowercase letter “b,” represented by a single digit in binary notation (0 or 1).
Byte
The basic unit for representing information, denoted by the uppercase letter “B,” formed by grouping 8 bits together.
Central Processing Unit (“CPU”)
The primary processing component of a computer, responsible for processing data, performing calculations and executing logical instructions.
Complementary Metal Oxide Semiconductor (“CMOS”) Image Sensor (“CIS”)
A sensor that converts the color and intensity of light into electrical signals and transmits them to a processing device. CIS is used in digital devices, including smartphones and tablets.
Compute Express Link (“CXL”) Memory Module (“CMM”)
A memory module that supports high-speed data transfer and memory sharing between computing system components such as CPUs and GPUs, and provides system memory expansion capabilities.
Custom HBM
An HBM product that integrates certain functions of GPUs and ASICs into the HBM base die, configured to reflect customer requirements.
Double Data Rate (“DDR”)
A type of DRAM memory interface that transfers data on both the rising and falling edges of the clock signal.
Dynamic Random Access Memory (“DRAM”)
Random access memory (“RAM”) is computer memory that can be read and changed, and is used to store data temporarily. DRAM is a type of RAM that must be refreshed regularly, as stored data dissipates over time.
Embedded Multi-Media Card (“eMMC”)
A memory semiconductor for storage, integrated into mobile devices for data processing.
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Enterprise Solid State Drive (“eSSD”)
An enterprise-grade solid state drive used in servers and data centers.
Extreme Ultraviolet (“EUV”) lithography
A semiconductor manufacturing technique that uses extreme ultraviolet light to create intricate patterns on silicon wafers.
Graphics DDR (“GDDR”)
A type of DDR memory specifically designed for GPUs, providing higher bandwidth and optimized performance for rendering and graphics-intensive applications.
Graphics Processing Unit (“GPU”)
A processor optimized for parallel computation, originally developed for graphics, and now widely used for high-performance computing tasks.
Hard Disk Drive (“HDD”)
A data storage device that stores data on rotating platters coated with magnetic material.
Hi
Number of vertically stacked DRAM dies within a single memory package.
High Bandwidth Flash (“HBF”)
Similar to HBM, which stacks DRAM dies, HBF is a product made by vertically stacking multiple NAND flash dies.
High-Bandwidth Memory (“HBM”)
A high-performance memory product that vertically interconnects multiple DRAM chips and increases data processing speed relative to traditional DRAM products.
Internet-of-Things (“IoT”)
A network of physical objects embedded with sensors, software, and technology to exchange data with other devices and systems over the Internet.
Key-Value (“KV”) Cache
A mechanism that stores and reuses previously computed key and value vectors, preserving context from earlier inputs to reduce redundant calculations and improve processing efficiency.
Large Language Model (“LLM”)
AI systems trained on large amounts of text data to understand and generate text based on the context provided.
Low-Power Double Data Rate (“LPDDR”) DRAM
A mobile DRAM designed for low-power operation. The standard includes the prefix “LP,” which stands for “low power.”
Mass Reflow-Molded Underfill (“MR-MUF”)
A process in which a liquid protective material is injected between the spaces of stacked chips before hardening to protect the circuits. MR-MUF offers more efficient heat dissipation compared to the
method of laying film material between each chip.
Multi-Chip Package (“MCP”)
A semiconductor package that combines two or more semiconductor dies within a single package.
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Multiplexed Rank Dual In-line Memory Module (“MRDIMM”)
A DRAM module with enhanced data transfer speed achieved by simultaneously operating two ranks — the basic operating units of the module.
Nanometer (“nm”)
A unit used to measure semiconductor circuit width, equal to one billionth of a meter.
Not-AND (“NAND”) Flash Memory
A non-volatile memory that does not require power to retain data. NAND flash memory is classified based on how many data bits can be stored in one cell, the smallest unit of storage, and is categorized as
single-level cell, multi-level cell, triple-level cell, quad-level cell or penta-level cell.
Processing-in-Memory
(“PIM”)
A memory technology that integrates computational capabilities into memory, addressing data movement bottlenecks in AI and big data processing.
Registered Dual In-Line Memory Module (“RDIMM”)
A DRAM module for servers and workstations that includes a register or buffer chip to relay address and command signals between the memory controller and DRAM chips in a memory module.
Server DRAM
High-performance, high-capacity and reliable memory modules specifically designed for enterprise data centers, servers and high-performance computing systems.
Small Outline Compression Attached Memory Module (“SOCAMM”)
A low-power DRAM-based memory module designed for AI servers, featuring a smaller form factor and greater power efficiency compared to conventional server memory modules.
Solid State Drive (“SSD”)
A storage device that uses memory semiconductors to store data.
Through-Silicon Via (“TSV”) Packaging Technology
A packaging technology that connects vertically stacked chips by forming microscopic holes through the silicon and linking the layers with vertical electrodes.
Universal Flash Storage (“UFS”)
A type of flash memory that can simultaneously read and write data. Due to its low power consumption, high performance and reliability, UFS is widely used in mobile devices.
Wafer Input
A process in which semiconductor wafers are undergoing the various stages of fabrication but have not yet completed all manufacturing steps required to become finished products.
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SUMMARY
This summary highlights selected information contained elsewhere in this prospectus. This summary may not contain all the information that may be
important to you in making your investment decision regarding the ADSs. Before you decide to invest in the ADSs, we urge you to read this entire prospectus carefully, including our Audited Financial Statements and Interim Financial Statements,
together with the notes thereto, included elsewhere in this prospectus and the information set forth under “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations.”
Overview
We are one of the
world’s largest memory semiconductor companies and engage in the design, manufacture and sale of advanced memory semiconductors. In the DRAM market that includes HBM, we were ranked second globally based on revenue with a market share of 29.1%
in the first quarter of 2026, according to market research conducted by IDC. In the HBM market, we were ranked first globally based on revenue with a market share of 56.4% in the first quarter of 2026, according to IDC. In addition, we were the
second largest supplier of NAND flash memory based on revenue, with a worldwide market share of 18.5% in the first quarter of 2026, according to IDC. Our memory products can be used in virtually all electronic devices, including graphics cards,
personal computers (“PCs”), data center servers, mobile devices such as smartphones and tablets, and other consumer electronics products. We also conduct our foundry business through SK hynix system ic Inc. (“SK hynix system
ic”) and SK keyfoundry Inc. (“SK keyfoundry”), our wholly-owned subsidiaries.
We sell a wide variety of DRAM and NAND flash
memory products with various configuration options, architectures and performance characteristics tailored to meet application- and customer-specific needs. We believe that we are one of the world’s leading companies in developing DRAMs with
advanced specifications, particularly those requiring higher density, faster data-processing speed and lower power consumption. We are continually developing higher-density DRAM modules, SSDs and other
advanced DRAM and NAND flash memory products that are optimized for our customers’ specific applications. In recent years, we have substantially increased our sales of HBMs. HBMs are advanced memory semiconductors designed to deliver fast
data transfers while using less power, making them especially useful in high-performance applications such as GPUs, AI and high-performance computing.
We have focused our sales and marketing activities in recent years on expanding our base of long-term strategic customers. We believe that our expertise
and know-how in producing advanced memory semiconductors, strong long-term relationships with our key customers and state-of-the-art global production facilities in key strategic locations provide us with sustainable competitive advantages that will continue to differentiate us from our competitors and enable us to
take advantage of attractive growth opportunities. We believe that we are a global leader in the HBM market with advanced production know-how and development of specific configurations that meet our
customers’ demands. Our customers seek HBM suppliers with whom they can better align their own product development efforts and their strict quality standards often require HBM manufacturers to comply with rigorous testing and approval
processes. We believe that our strengths in HBM, server DRAM and eSSD enable us to mitigate the risks associated with the cyclicality of the memory semiconductor market.
We own and operate wafer fabrication facilities (“fabs”) in Icheon and Cheongju, Korea and Wuxi and Dalian, China. We also own and operate
assembly and testing facilities for back-end processing of
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our products in Icheon and Cheongju, Korea and Chongqing, China. As part of our efforts to reduce unit manufacturing costs, improve manufacturing yields and enhance our profitability, we
periodically phase out the operations of our older fabs or upgrade them to implement more advanced processing technologies. In addition to regular maintenance and enhancement of existing fabs, in October 2025, we opened the cleanroom of a new
extension fab called “M15X” in Cheongju, which we plan to utilize to further increase our production capacity of next-generation DRAMs such as HBM. We began wafer input at the M15X in the first quarter of 2026 and expect to gradually
ramp up our production volume. As part of our efforts to ensure our long-term competitiveness, we have also announced initiatives to construct an integrated industrial complex in Yongin, Korea for our next generation of fabs and research and
development facilities. We began construction of our first fab at the Yongin complex in February 2025 with the phase 1 cleanroom of the first fab expected to open in the first quarter of 2027. We are currently constructing an advanced packaging
plant called “P&T7” in Cheongju and expect to complete construction by the end of 2027. In December 2024, we also announced plans to build an advanced packaging plant in Indiana, United States, and expect to commence operations in
the second half of 2028.
In order to maintain our technological leadership, as well as to access new markets for our products, we engage in
strategic initiatives, including making investments and acquisitions, from time to time. In October 2020, we agreed to acquire the NAND flash memory and storage business of Intel Corporation (“Intel”) (the “Intel NAND Business
Acquisition”), including the NAND flash memory manufacturing facility in Dalian, China, NAND flash memory and SSD-related intellectual property and research and development personnel. As consideration for the Intel NAND Business Acquisition,
we paid US$6.6 billion in December 2021 and US$2.2 billion in March 2025. We created a subsidiary in the United States to operate the acquired business under the brand name “Solidigm.” We also selectively acquire
minority equity positions in other industry players to further strengthen our business relationships and acquire complementary businesses that we believe can further strengthen our leading position in the industry. See “Business —
Investments and Acquisitions.”
Our revenue was
W 52,576 billion (US$34,510 million) in the first quarter of 2026 and
W 17,639 billion in the first quarter of 2025, and
W 97,147 billion in 2025 (US$63,765 million),
W 66,193 billion in 2024 and
W 32,766 billion in 2023. We recorded profit for the period of
W 40,346 billion (US$26,482 million) in the first quarter of 2026 and W 8,108 billion in the first quarter of 2025, and profit for the year of
W 42,948 billion (US$28,190 million) in 2025 and
W 19,797 billion in 2024 and loss for the year of
W 9,138 billion in 2023. We had total assets of
W 222,829 billion (US$146,261 million) and total equity of
W 164,380 billion (US$107,896 million) as of March 31, 2026, and total assets of W 176,108 billion (US$115,594 million) and total equity of W 120,667 billion
(US$79,204 million) as of December 31, 2025.
Our Competitive Strengths
Critical role in the AI era with unrivaled expertise in the HBM segment
Comprehensive DRAM portfolio beyond HBM that is optimized for AI infrastructure buildout
Expertise in eSSD memory solutions that are ideally suited for evolution of AI server architecture
Global leadership in DRAM and NAND flash memory to capitalize on favorable market upcycle
Visionary research and development and best-in-class production execution
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Strong customer and partner relationships driving collaborative innovation
Solid financial profile that enables capacity for continued strategic investments
Our Strategy
Solidifying technological leadership and memory innovation
Strengthening customer and partner relationships and developing customized HBM products
Pursuing production capacity expansion in Korea to address growing demand
Investing in U.S.-based advanced packaging facility to support AI memory demand
Expanding our role beyond that of a memory semiconductor producer in the AI era
Focusing on financial management to provide sustainable shareholder returns
Summary Risk Factors
The memory semiconductor industry is subject to cyclical fluctuations, including recurring periods of oversupply, which may
result in volatility in our operating results, which in turn may adversely affect our financial position and cash flows.
The memory semiconductor industry is highly competitive and our failure to successfully compete would adversely affect our
business.
Our future long-term growth depends to a significant extent on our ability to increase production capacity.
Our revenue and profitability may decline if we are unable to obtain adequate supplies of raw materials, purified water,
electricity and equipment in a timely manner and at reasonable prices.
The complexity of memory semiconductor production makes us highly susceptible to potential manufacturing issues.
Our long-term profitability depends on our ability to respond to rapid technological changes in the manufacturing process
in a timely and cost-effective manner.
Requirements of the customers in the information and technology industry and the consumer electronics industry are
continually and rapidly evolving, and our success depends on our ability to anticipate and respond to these changes and trends.
If demand for our products exceeds our available supply, the necessity of allocating our finite supply among customers may
adversely impact customer relationships, and we may accordingly face heightened political, legal and regulatory scrutiny.
A slowdown in demand for our products from AI infrastructure investment could adversely affect our results of operations.
We sell a substantial portion of our products to a select group of key customers in the United States and China, and any
significant decrease in their order levels will negatively affect our business.
Impositions of anti-dumping duties, safeguard duties, countervailing duties, quotas or tariffs may have an adverse impact
on our export sales.
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Fluctuations in exchange rates may have a material adverse effect on our financial condition and results of operations.
Our investments and acquisitions may not be successful, which may adversely affect our competitive position and impair our
ability to achieve our business objectives.
We may be unable to adequately protect our intellectual property rights or successfully defend against third-party
infringement claims, which could impair our operations and competitiveness and harm our business and future prospects.
Products that do not meet customer specifications, contain or are perceived to contain defects or are otherwise
incompatible with their intended uses could impose significant costs on us.
Breaches of our security systems or products, systems failures, interruptions, delays in service, catastrophic events and
resulting interruptions in the availability of our systems or those of our customers, suppliers or business partners could expose us to losses.
We may be adversely impacted by uncertainties and outcomes associated with the use and evolution of AI.
Sanctions against us and other memory semiconductor producers for allegedly anti-competitive practices may have a direct or
indirect material adverse impact on our operations.
Work stoppages and other labor-related issues may adversely affect our operations.
If economic conditions in Korea deteriorate, our current business and future growth could be materially and adversely
affected.
Escalations in tensions with North Korea could have an adverse effect on us and the market value of our common shares and
the ADSs.
If you surrender your ADSs in order to withdraw the underlying common shares, you may not be allowed to deposit the common
shares again to obtain ADSs.
We may amend the deposit agreement without your consent and for any reason and, if you disagree with our amendments, your
choices will be limited to selling the ADSs or surrendering the ADSs for cancelation and withdrawing the underlying common shares.
Fluctuations in the exchange rate between the Won and the U.S. dollar may have a material adverse effect on the value of
the ADSs or the common shares in U.S. dollar terms.
As a foreign private issuer, we are not subject to certain corporate governance rules applicable to U.S. listed companies.
Our Contact Information
Our principal
executive offices are located at 2091, Gyeongchung-daero, Bubal-eup, Icheon-si, Gyeonggi-do 17336, Korea. Our telephone number is
+82 (31) 5185-4114, and our website is www.skhynix.com. Information on or connected to our website is not part of this prospectus.
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THE OFFERING
Issuer
SK hynix Inc.
The offering
We are offering 17,790,000 common shares represented by ADSs. On June 24, 2026, our board of directors resolved that the maximum number of new common shares to be issued in connection with this offering is 17,790,000 shares, representing
approximately 2.50% of our total issued common shares of 712,702,365 shares as of the date of such resolution. The maximum offering size was determined taking into account the requirement under the Monopoly Regulation and Fair Trade Act that SK
square Co., Ltd. (“SK square”), our largest shareholder, maintain ownership of at least 20% of our issued common shares. See “Korean Foreign Exchange Controls and Securities Regulations — Holding Company Regulations”
and “Principal Shareholders.”
Underwriters
BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities LLC, Cantor Fitzgerald & Co., Mizuho Securities USA LLC, Needham & Company, LLC, Nomura Securities International, Inc., RBC Capital
Markets, LLC, Rosenblatt Securities Inc., Stifel, Nicolaus & Company, Incorporated, Wedbush Securities Inc., William Blair & Company, L.L.C. and WR Securities, LLC.
Shares outstanding after the offering
Immediately after the offering, we will have an aggregate of 728,865,500 common shares, including common shares represented by ADSs, outstanding.
ADSs
Each ADS represents one-tenth of a common share. The depositary will hold the common shares underlying the ADSs through its custodian. You will have rights as provided in the deposit agreement among us, Citibank, N.A., and the registered
holders, indirect holders and beneficial owners from time to time of ADSs issued thereunder (the “deposit agreement”).
If we declare dividends on our common shares, the depositary will pay you the cash dividends and other distributions it receives on our common shares after deducting its fees and expenses in accordance with the terms
set forth in the deposit agreement.
You may surrender your ADSs to the depositary for cancelation in exchange for the underlying common shares. The depositary will charge you fees for any cancelation.
We may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs after an
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amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended.
To better understand the terms of the ADSs, you should carefully read the “Description of American Depositary Shares” section of this prospectus. You should also read the deposit agreement, which is filed as
an exhibit to the registration statement that includes this prospectus.
Depositary
Citibank, N.A.
Use of proceeds
We estimate that the net proceeds that we will receive in the offering will be approximately US$26.2 billion from our issuance and sale of 17,790,000 common shares represented by ADSs in the offering after deducting the underwriting
discount and commissions and estimated offering expenses payable by us, and based on the initial public offering price of US$149.00 per ADS. We intend to use the net proceeds we receive from this offering for general corporate purposes,
including capital expenditures. See “Use of Proceeds.”
Indications of interest
The Cornerstone Investors have, severally and not jointly, indicated an interest in purchasing up to an aggregate of US$7 billion of the ADSs offered in this offering at the initial public offering price and on the same terms and conditions
as the other purchasers in this offering. Because these indications of interest are not binding agreements or commitments to purchase, any of the Cornerstone Investors may determine to purchase more, fewer, or no ADSs in this offering, or the
underwriters may determine to sell more, fewer, or no ADSs to any of the Cornerstone Investors. The underwriters will receive the same underwriting discount on any ADSs purchased by the Cornerstone Investors as they will from the other ADSs sold to
the public in this offering.
Listing
We have been approved to list the ADSs on the Nasdaq under the symbol “SKHY.” Our common shares are listed on the “KRX KOSPI Market under the identification code “000660.”
Voting rights of ADSs
Holders of ADSs may instruct the depositary to vote the number of deposited common shares their ADSs represent. See “Description of American Depositary Shares — Voting of the Underlying Shares of Common Stock.”
Each common share will have one vote. Common shares may be voted as each holder thereof deems appropriate. See “Description of Articles of Incorporation and Capital Stock — Voting Rights.”
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Dividends
Dividends on the common shares are subject to approval at a general meeting of our shareholders (in the case of annual dividends) or a resolution of the board of directors (the “Board”) (in the case of quarterly
dividends).
Taxation
For a discussion of certain material U.S. federal and Korean tax considerations relating to an investment in the ADSs, see “Certain Tax Considerations.”
Lock-up agreement
We and certain of our affiliates may agree with the underwriters, subject to certain exceptions, not to sell, transfer or otherwise dispose of any ADSs, common shares or similar securities for a period of 90 days after the date of this
prospectus. See “Shares Eligible for Future Sale” and “Underwriting” for more information.
Risk factors
See “Risk Factors” beginning on page 18 and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in the ADSs.
Payment and settlement
The underwriters expect to deliver the ADSs against payment therefor through the facilities of the Depository Trust Company (“DTC”) on July 14, 2026, which will be the third business day following the pricing of the ADSs. Under
Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, any purchasers who wish to trade the ADSs prior to
the delivery of the ADSs hereunder (i) will be required to specify alternate settlement arrangements at the time of any such trade to prevent a failed settlement and (ii) should consult their own advisors with respect to conducting such trade.
Unless otherwise indicated, the number of common shares that will be issued and outstanding immediately after this offering:
is based upon 711,075,500 common shares outstanding as of the date of this prospectus; and
excludes 1,626,865 common shares held by us as treasury shares, including 138,685 common shares deliverable upon the
exercise of stock options (as described in “Management — Compensation — Stock Options”), outstanding as of the date of this prospectus.
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SUMMARY FINANCIAL AND OTHER INFORMATION
The following tables set forth, for the periods and as of the dates indicated, our summary financial and operating data. The financial information
presented in this prospectus has been derived from our Audited Financial Statements and Interim Financial Statements, together with the notes thereto, prepared in accordance with IFRS Accounting Standards as issued by the IASB or IAS 34 Interim
Financial Reporting , as applicable, and included elsewhere in this prospectus. IFRS Accounting Standards as issued by the IASB differ in certain significant respects from accounting principles generally accepted in the United States. The Interim
Financial Statements have been prepared on a basis consistent with our Annual Financial Statements included in this prospectus and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair
statement of the financial information contained in those financial statements. Historical results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period and our results for
any interim period are not necessarily indicative of the results that may be expected for any full fiscal year.
The summary historical financial
data should be read in conjunction with “ Presentation of Financial and Other Information ,” “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and our Audited Financial
Statements and Interim Financial Statements, included elsewhere in this prospectus.
Consolidated Statements of Comprehensive Income (Loss) Data
For the Three Months Ended
March 31,
For the Year Ended December 31,
2026 (1)
2026
2025
2025 (1)
2025
2024
2023
(In billions of Won and millions of US$)
Revenue
US$
34,510
W
52,576
W
17,639
US$
63,765
W
97,147
W
66,193
W
32,766
Cost of sales
7,153
10,897
7,537
25,242
38,456
34,365
33,299
Gross profit (loss)
27,358
41,679
10,102
38,524
58,691
31,828
(533
)
Selling and administrative expenses
1,062
1,618
1,190
3,294
5,019
3,924
3,446
Research and development expenses
1,609
2,451
1,472
4,244
6,466
4,436
3,751
Finance income
11,196
17,056
2,687
10,747
16,373
4,855
2,262
Finance expenses
1,985
3,023
765
8,208
12,505
5,708
6,093
Share of profit (loss) of equity-accounted investees
(18
)
(27
)
(41
)
(371
)
(565
)
(38
)
15
Other income
10
15
79
219
333
1,477
624
Other expenses
10
15
102
248
378
167
735
Profit (loss) before income tax
33,880
51,617
9,299
33,125
50,466
23,885
(11,658
)
Income tax expense (benefit)
7,398
11,271
1,191
4,934
7,518
4,088
(2,520
)
Profit (loss) for the period
US$
26,482
W
40,346
W
8,108
US$
28,190
W
42,948
W
19,797
W
(9,138
)
(1)
For convenience, Won amounts are expressed in U.S. dollars at the rate of W 1,523.5 to US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States.
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Consolidated Statements of Financial Position Data
As of March 31,
As of December 31,
2026 (1)
2026
2025 (1)
2025
2024
2023
(In billions of Won and millions of US$)
Assets
Current assets:
Cash and cash equivalents
US$
13,894
W
21,167
US$
9,796
W
14,924
W
11,205
W
7,587
Short-term financial instruments
11,959
18,220
9,636
14,680
2,382
473
Short-term investment assets
9,808
14,943
3,504
5,339
569
861
Trade receivables, net
22,191
33,808
11,946
18,199
13,019
6,600
Inventories, net
10,485
15,974
9,379
14,289
13,314
13,481
Other current assets
1,572
2,394
1,331
2,027
1,790
1,466
Total current assets
69,909
106,506
45,591
69,458
42,279
30,468
Non-current assets:
Investments in associates and joint ventures
890
1,356
867
1,321
1,941
1,367
Long-term investment assets
13,559
20,658
9,548
14,547
4,041
4,106
Loans and other receivables, net
278
424
276
420
444
475
Property, plant and equipment, net
53,858
82,052
50,871
77,503
60,157
52,705
Right-of-use assets,
net
1,545
2,354
1,534
2,336
2,487
2,695
Intangible assets, net
2,659
4,051
2,658
4,049
4,019
3,835
Deferred tax assets
1,202
1,832
2,403
3,660
2,812
2,989
Other non-current assets
2,360
3,596
1,846
2,812
1,675
1,690
Total non-current assets
76,352
116,323
70,003
106,650
77,576
69,862
Total assets
146,261
222,829
115,594
176,108
119,855
100,330
Liabilities
Current liabilities:
Trade payables
1,836
2,798
1,870
2,848
2,277
1,846
Other payables
5,187
7,903
4,223
6,434
6,967
3,293
Other non-trade payables
4,027
6,135
4,124
6,283
3,984
1,689
Borrowings
3,867
5,891
5,357
8,162
5,252
9,857
Other financial liabilities
1,049
1,598
3,225
4,914
1,742
1,479
Current tax liabilities
9,570
14,580
4,610
7,024
3,084
44
Lease liabilities
345
526
359
547
588
631
Other current liabilities
834
1,270
766
1,167
1,071
2,169
Total current liabilities
26,715
40,701
24,535
37,379
24,965
21,008
Non-current liabilities:
Long-term other payables
250
381
246
375
477
3,144
Other non-trade payables
14
21
13
20
52
97
Borrowings
8,813
13,427
9,246
14,086
17,431
19,611
Deferred tax liabilities
187
285
163
248
218
114
Lease liabilities
1,305
1,988
1,288
1,963
2,180
2,398
Other non-current liabilities
1,081
1,646
899
1,370
616
455
Total non-current liabilities
11,650
17,748
11,856
18,062
20,974
25,819
Total liabilities
38,365
58,449
36,390
55,441
45,940
46,826
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As of March 31,
As of December 31,
2026 (1)
2026
2025 (1)
2025
2024
2023
(In billions of Won and millions of US$)
Equity
Equity attributable to owners of the parent company:
Capital stock
US$
2,401
W
3,658
US$
2,401
W
3,658
W
3,658
W
3,658
Capital surplus
5,586
8,510
5,877
8,954
4,487
4,373
Other equity
(242
)
(368
)
(885
)
(1,349
)
(2,192
)
(2,269
)
Accumulated other comprehensive income
2,458
3,745
1,757
2,677
2,532
1,014
Retained earnings
97,635
148,746
69,955
106,577
65,418
46,729
107,838
164,291
79,105
120,516
73,903
53,504
Non-controlling interests
58
89
99
151
12
(1
)
Total equity
107,896
164,380
79,204
120,667
73,916
53,504
Total liabilities and equity
US$
146,261
W
222,829
US$
115,594
W
176,108
W
119,855
W
100,330
(1)
For convenience, Won amounts are expressed in U.S. dollars at the rate of W 1,523.5 to US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States.
Consolidated Statements of Cash Flows Data
For the Three Months Ended March 31,
For the Year Ended December 31,
2026 (1)
2026
2025
2025 (1)
2025
2024
2023
(In billions of Won and millions of US$)
Capital expenditures (2)
US$
5,026
W
7,657
W
6,284
US$
18,063
W
27,519
W
15,946
W
8,325
Net cash provided by operating activities
17,283
26,330
9,024
35,033
53,373
29,796
4,278
Net cash used in investing activities
(11,575
)
(17,635
)
(8,218
)
(31,542
)
(48,054
)
(18,005
)
(7,335
)
Net cash provided by (used in) financing activities
(1,937
)
(2,951
)
509
(948
)
(1,445
)
(8,704
)
5,697
Net increase in cash and cash equivalents
4,098
6,243
1,353
2,441
3,719
3,618
2,610
(1)
For convenience, Won amounts are expressed in U.S. dollars at the rate of W 1,523.5 to US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States.
(2)
Capital expenditures represent cash outflows for acquisition of property, plant and equipment and are included in net cash
used in investing activities.
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Non-IFRS Financial Information
A reconciliation of our profit (loss) for the period to Adjusted EBITDA is as follows:
For the Three Months Ended March 31,
For the Year Ended December 31,
2026 (1)
2026
2025
2025 (1)
2025
2024
2023
(In billions of Won and millions of US$)
Profit (loss) for the period
US$
26,482
W
40,346
W
8,108
US$
28,190
W
42,948
W
19,797
W
(9,138
)
ADD: Income tax expense (benefit)
7,398
11,271
1,191
4,934
7,518
4,088
(2,520
)
SUBTRACT: Finance income
11,196
17,056
2,687
10,747
16,373
4,855
2,262
ADD: Finance expenses
1,985
3,023
765
8,208
12,505
5,708
6,093
SUBTRACT: Share of profit (loss) of equity-accounted investees
(18
)
(27
)
(41
)
(371
)
(565
)
(38
)
15
SUBTRACT: Other income (2)
10
15
79
219
333
1,477
624
ADD: Other expenses (3)
10
15
102
248
378
167
735
ADD: Depreciation and amortization (4)
2,446
3,726
3,334
9,117
13,890
12,545
13,619
Adjusted EBITDA (5)
US$
27,132
W
41,336
W
10,774
US$
40,102
W
61,096
W
36,012
W
5,889
(1)
For convenience, Won amounts are expressed in U.S. dollars at the rate of W 1,523.5 to US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States.
(2)
For a breakdown of our other income for the first quarter of 2026 and the first quarter of 2025, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — First Quarter of 2026 Compared to First Quarter of 2025 — Other Income.” For a breakdown of our
other income for 2025 and 2024, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations – 2025 Compared to 2024 — Other Income.” For a breakdown of our
other income for 2024 and 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations – 2024 Compared to 2023 — Other Income.”
(3)
For a breakdown of our other expenses for the first quarter of 2026 and the first quarter of 2025, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — First Quarter of 2026 Compared to First Quarter of 2025 — Other Expenses.” For a breakdown of our
other expenses for 2025 and 2024, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — 2025 Compared to 2024 — Other Expenses.” For a breakdown of
our other expenses for 2024 and 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — 2024 Compared to 2023 — Other Expenses.”
(4)
“Depreciation and amortization” consist of (i) depreciation of property, plant and equipment,
(ii) depreciation of investment property, (iii) depreciation of right-of-use assets and (iv) amortization.
(5)
“Adjusted EBITDA” is not a measure defined under IFRS Accounting Standards and should not be construed as an
alternative to operating profit (loss), cash flows from operating activities or profit for the period; however, Adjusted EBITDA is a widely used financial indicator of a company’s ability to incur and service debt. Adjusted EBITDA should not
be considered in isolation or construed as an alternative to cash flows, profit for the period or any other measure of performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating,
investing or financing activities. Adjusted EBITDA is presented in this prospectus because we believe that Adjusted EBITDA enhance investors’ overall understanding of our current financial performance and prospects for the future. Our Adjusted
EBITDA presented in this prospectus may not be comparable to similarly titled measures presented by other companies. Investors should not compare our Adjusted EBITDA to the Adjusted EBITDA presented by other companies because not all companies use
the same definition of Adjusted EBITDA.
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RISK FACTORS
An investment in the ADSs involves significant risks. Before you decide to invest in the ADSs, you should carefully consider all of the information
set forth in this prospectus, including the risks described below. In the event that any of these risks occurs, our business, financial condition, results of operations, cash flows and prospects may be materially adversely affected and, as a result,
the value of the ADSs may decline and you may lose all or part of your investment. Additional risks and uncertainties not currently known to us, or that we currently believe to be immaterial, may have a material adverse effect on us in the future.
When determining whether to invest, you should also refer to the other information contained in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and our Audited Financial Statements and Interim Financial Statements, together with the notes thereto. You should also carefully review the cautionary statements referred to under “Cautionary Note Regarding Forward-Looking Statements.”
Our actual results could differ materially and adversely from those anticipated in this prospectus.
Risks Relating to Our Business and Industry
The memory semiconductor industry is subject to cyclical fluctuations, including recurring periods of oversupply, which may result in volatility in
our operating results, which in turn may adversely affect our financial position and cash flows.
Our DRAM products accounted for 77.3% of
our total sales in the first quarter of 2026 and 77.1% in 2025 and our NAND flash memory products accounted for 22.0% of our total sales in the first quarter of 2026 and 21.3% in 2025. Accordingly, our business is affected by market conditions in
the highly cyclical memory semiconductor industry. The industry’s cyclical demand cycles are due, in large part, to fluctuations in demand for the end products that use memory semiconductors. The largest end product industries that use memory
semiconductors are the information and technology industry and the consumer electronics industry, which are sensitive to general macroeconomic conditions impacting the global economy. Uncertainties in the global economy have increased in recent
years, with global financial and capital markets experiencing substantial volatility. A prolonged period of high interest rates may negatively impact the demand for our products. Such uncertainties have been caused by, and continue to be exacerbated
by, among other things, deterioration in economic and trade relations between major economies (particularly between the United States and China), the outbreak of the Russia-Ukraine war in February 2022 and the military conflicts between Iran and
other countries, including the United States and Israel, that have destabilized the global energy sector, the slowdown of economic growth in China and other major emerging market economies, adverse economic and political conditions in Europe and
Latin America, continuing geopolitical and social instability in North Korea and various parts of the Middle East and impositions of tariffs and other trade protective measures around the world. Any future deterioration in global economic conditions
may result in a decline in demand for our memory semiconductors.
The long lead times for new facilities to become operational have in some cases
resulted in significant increases in the industry’s production capacity coinciding with weakening demand, resulting in global oversupply of products and declining prices. Demand growth expectations in the end markets that use memory
semiconductors have typically been accompanied by increased capital investment by manufacturers. In addition, semiconductor manufacturers worldwide have migrated to finer line-width processes and advanced stacking technologies, which have increased
the number of bits produced per wafer. These capital investments and the adoption of new technologies may result in increases in the supply of memory semiconductors that are not matched by commensurate growth in demand in the end markets for such
products. From time to time, the memory semiconductor industry has experienced significant and sometimes prolonged periods of oversupply and weak prices.
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As a result of such fluctuations in global demand and increases in the manufacturing capacity
available to produce memory semiconductors, our results of operations may be volatile from period to period. Following a period of strong global demand for memory semiconductors in 2021 and the first half of 2022, the global prices of memory
products meaningfully decreased starting in the third quarter of 2022, reflecting weakening demand and a general oversupply in the market, which in turn negatively impacted our results of operations. As a result, in 2023, we recorded loss for the
year of W 9,138 billion. However, in recent years, global demand for DRAMs, particularly for HBMs designed to meet the greater
data-processing speed requirements of graphics applications that incorporate deep learning and AI technologies, and NAND flash memory products rebounded strongly, and we recorded profit for the period of W 40,346 billion in the first quarter of 2026 and W 8,108 billion in the first quarter of
2025, and profit for the year of W 42,948 billion in 2025 and
W 19,797 billion in 2024.
Actual or
anticipated deterioration in market conditions may result in a decline in demand for our products that may have a negative impact on the prices at which they can be sold. In such a case, we will likely face pressure to reduce prices and may need to
rationalize our production capacity and reduce fixed costs. In general, our ability to significantly reduce expenditures for production facilities and research and development during an industry downturn is limited because of the need to maintain
our competitive position. If we are unable to reduce our expenses sufficiently to offset reductions in prices and sales volume, our margins will deteriorate and our business, financial condition and results of operations may be materially and
adversely affected.
The memory semiconductor industry is highly competitive and our failure to successfully compete would adversely affect
our business.
We operate in an intensely competitive market, which has been characterized by the erosion of selling prices, frequent product
enhancements from changes in technology and relatively short product life cycles. During the past decade, the memory semiconductor industry has experienced consolidation as well as the formation of strategic alliances. Our major competitors in the
DRAM market include Samsung Electronics Co., Ltd. (“Samsung Electronics”), Micron Technology, Inc. (“Micron Technology”) and ChangXin Memory Technologies (“CXMT”). Our major competitors in the NAND flash memory
market include Samsung Electronics, KIOXIA Holdings Corporation (“Kioxia” and formerly Toshiba Memory Corporation), Micron Technology and Sandisk Corporation (“Sandisk”).
The competitiveness of our principal product lines are based on the following factors:
pricing;
manufacturing costs, yields and product availability;
product performance, quality and reliability;
successful and timely development of new products and manufacturing processes;
ability to tailor products to specific designs required by customers;
ability to deliver products in large volumes on a timely basis;
ability to meet changes in customer demand;
marketing and distribution capability;
customer service, including technical support; and
brand recognition and financial strength.
Entry into the memory semiconductor industry requires substantial capital expenditures and significant technological and manufacturing expertise.
Although we believe that our production capabilities, experience and technological expertise provide “time to market” and economies of scale
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advantages, we face increasing competition from emerging companies that may significantly expand the scale of their operations, as well as from potential repositioning and expansion by storage
solution companies and customers that may develop memory solutions in-house. In addition, in recent years, various industrialized countries have taken measures to promote the development and expansion of
high-technology industries, which may intensify the competitive landscape of the semiconductor industry. For example, in August 2022, the U.S. Government enacted the CHIPS Act, which provides federal aid to promote emerging industries in the United
States, including measures to strengthen the United States’ domestic semiconductor manufacturing capabilities. Such efforts may incentivize U.S. semiconductor companies to invest in the expansion of their production capabilities. As part of
its efforts to promote a robust semiconductor supply chain, the U.S. Government has also initiated the Chip 4 Alliance, a new U.S.-Asian semiconductor partnership among the United States, Korea, Japan and Taiwan. In recent years, such an alliance
has led China to take measures to more actively develop its semiconductor manufacturing capabilities, which may further intensify competition in the global semiconductor industry.
Some of our existing and new competitors may have greater financial, marketing, technical or other resources than us. Greater resources may allow such
competitors to respond to changes in market demand more quickly and produce, market and distribute advanced products, as well as withstand downturns in the memory semiconductor markets in which we compete. There is no assurance that we will be able
to continue to compete successfully, and our failure to do so could have a material adverse effect on our business, financial condition and results of operations.
Our future long-term growth depends to a significant extent on our ability to increase production capacity.
Our future long-term growth will be dependent on our ability to continue to expand our production capacity and total output beyond current
levels. As part of our efforts to reduce unit manufacturing costs, improve manufacturing yields and enhance our profitability, we periodically phase out the operations of our older fabs or upgrade them to new fabs that implement more advanced
processing technologies. In addition to regular maintenance and enhancement of existing fabs, in October 2025, we opened the cleanroom of a new extension fab called “M15X” in Cheongju, which we plan to utilize to further increase our
production capacity of next-generation DRAMs such as HBM. We began wafer input at the M15X in the first quarter of 2026 and expect to gradually ramp up our production volume. As part of our efforts to ensure our long-term competitiveness, we have
also announced initiatives to construct an integrated industrial complex in Yongin, Korea for our next generation of fabs and research and development facilities. We began construction of our first fab at the Yongin complex in February 2025 with the
phase 1 cleanroom of the first fab expected to open in the first quarter of 2027. We are currently constructing an advanced packaging plant called “P&T7” in Cheongju and expect to complete construction by the end of 2027. In December
2024, we also announced plans to build an advanced packaging plant in Indiana, United States, and expect to commence operations in the second half of 2028. See “Business — Our Strategy — 3. Pursuing Production Capacity
Expansion in Korea to Address Growing Demand” for a discussion of our production capacity expansion strategy.
Our ability to expand and
successfully operate additional production facilities and increase output is subject to significant risks and uncertainties, including:
our ability to secure adequate purchase orders from customers to maintain optimal production capacity;
our ability to raise sufficient funds to build and operate new production facilities, including securing adequate working
capital for labor costs and the purchase of raw materials and other supplies;
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delays and cost overruns associated with the build-out of additional facilities due
to factors, many of which may be beyond our control, such as delays in government approvals, problems with equipment vendors or raw material suppliers and equipment malfunctions and breakdowns; and
diversion of significant management attention and other resources.
Our cash outflows for acquisitions of property, plant and equipment amounted to
W 7,657 billion in the first quarter of 2026 and
W 6,284 billion in the first quarter of 2025, and
W 27,519 billion in 2025,
W 15,946 billion in 2024 and
W 8,325 billion in 2023. In 2026, we plan to increase our capital expenditures considerably compared to 2025. We periodically adjust our
capital expenditure plans based on market demand for our products, the production outlook of the global memory semiconductor industry and general global economic conditions. We may delay or not implement some of our announced capital expenditure
plans based on our assessment of such market conditions. If we are unable to expand our production capacity and ramp up our operations within our anticipated timeframe and budgeted costs, we may not be able to meet customer demand and pursue
additional economies of scale and growth, which could have a material adverse effect on our business, financial condition and results of operations.
Our revenue and profitability may decline if we are unable to obtain adequate supplies of raw materials, purified water, electricity and equipment
in a timely manner and at reasonable prices.
We require timely and adequate supplies of raw materials, purified water, electricity and
equipment in order to manufacture our products. We source most of our raw materials, including wafers, from suppliers in Korea, Japan and the United States. We are not dependent on any one supplier for a substantial portion of our raw
material requirements for fabrication and packaging, and we believe that we generally have access to alternative sources of supply for our principal raw materials. However, from time to time, we and other semiconductor manufacturers have experienced
shortages and increases in lead times for the delivery of raw materials, which in turn have resulted in interruptions in production and delivery of products from time to time. In particular, the manufacture of advanced memory products such as HBM is
more complex and resource-intensive than traditional DRAM products and requires greater wafer input and specialized materials and components used in advanced packaging processes. As demand for HBM products increases, we may experience supply
constraints, extended lead times or price increases with respect to such materials or components. In addition, the suppliers of certain advanced packaging materials and components may be more limited than those for traditional memory products, which
could increase supply chain risks. To minimize the risk of significant interruptions to supplies of our principal raw materials, we have entered into multi-year supply agreements with our key material suppliers and plan to enter into similar
agreements with other major suppliers, as well as diversify the geographic location of key international suppliers and increase sourcing from suppliers in Korea.
Like other memory semiconductor manufacturers, we also depend on a limited number of manufacturers in the Netherlands, the United States and Japan for
our key equipment. We generally seek to obtain testing equipment with similar functionality from various vendors. However, our purchases of high-end equipment have historically been limited to several
manufacturers. In periods of high market demand, the lead times from order to delivery of such equipment can be over one year. We seek to manage this process through the early reservation of appropriate delivery slots and constant
communication with our equipment suppliers. However, unavailability of equipment, delays in delivery of key equipment or failure of equipment to meet our specifications could delay implementation of our expansion plans and impair our ability to
deliver products to our customers in a timely manner.
It is possible that any of our key supplier relationships could be interrupted or terminated
due to events beyond our control, including international supply disruptions caused by geopolitical issues,
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natural disasters or severe health pandemics such as COVID-19. For example, in October 2022, the Bureau of Industry and Security of the U.S. Department of
Commerce (the “BIS”) announced export controls to restrict China’s ability to obtain advanced computing chips, develop and maintain supercomputers, and manufacture advanced semiconductors. As part of such measures, the BIS added
certain semiconductor manufacturing equipment and related items to the Commerce Control List as well as new license requirements for items destined to semiconductor fabrication facilities in China that fabricate certain advanced semiconductors. In
October 2022, we received permission from the BIS that enables us to supply our China-based manufacturing facilities with the equipment and items needed for one year without meeting additional licensing requirements. In October 2023, we were
designated as a Validated End-User (“VEU”) by the BIS, thereby obtaining a general authorization for supplying our China-based manufacturing facilities with necessary equipment and items, subject
to certain restrictions, without having to seek multiple individual licenses. On August 29, 2025, the BIS announced that our designation as a VEU would be revoked effective December 31, 2025. In lieu of the VEU framework, the BIS
implemented an annual approval mechanism under which we are required to submit yearly plans detailing our anticipated needs for U.S.-origin equipment. In December 2025, the BIS granted us an annual license for 2026, allowing approved U.S.-origin
equipment to be shipped to our facilities in China and removing the burden of obtaining case-by-case export licenses during such year. Failure to obtain the
required licenses in a timely manner may materially impact our manufacturing operations in China, which in turn may have a material adverse effect on our business, financial condition and results of operations.
There can be no assurance that we will be able to secure sufficient supplies of the relevant raw materials that meet our quality standards from
alternative suppliers in a timely manner and at reasonable prices to satisfy our long-term needs. Furthermore, in the event that trade restrictions are imposed in the future by foreign governments in countries where our key suppliers are located,
our failure to mitigate the impact of such restrictions could materially and adversely affect our operations. If we are unable to obtain adequate amounts of key raw materials, purified water, electricity and equipment that meet our quality standards
in a timely manner and at a reasonable cost, the production of our products could be disrupted, which would negatively impact our business, financial condition and results of operations.
The complexity of memory semiconductor production makes us highly susceptible to potential manufacturing issues.
Manufacturing memory semiconductors is a highly complex and precise process, requiring production in a tightly controlled, clean environment. Even very
small impurities in raw materials, flaws in the wafer fabrication process, defects in the masks used to print circuits on a wafer or other factors can cause a substantial percentage of wafers to be rejected or numerous chips on each wafer to be
nonfunctional. We may experience problems in achieving an acceptable yield rate in the manufacture of chips and memory module products, and the likelihood of facing such difficulties is higher in connection with the transition to new manufacturing
methods. From time to time, we have experienced minor disruptions in our manufacturing process as a result of temporary power outages. We may also experience manufacturing problems in our assembly and test operations as a result of the introduction
of new packaging materials. In addition, as technological advances in semiconductors become more rapid, manufacturing activities become more complex and prone to problems. Disruption of operations may also occur due to fire, flood or other natural
disasters or calamities, the effects of climate change (such as sea level rise, drought, flooding, wildfires, increased average temperatures and increased storm severity), human error, or acts of terrorism or war. Any interruption of wafer
fabrication at any of our facilities resulting in the failure to achieve acceptable manufacturing yields or inability to meet our customers’ requirements would adversely affect our business, financial condition and results of operations.
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Our long-term profitability depends on our ability to respond to rapid technological changes in
the manufacturing process in a timely and cost-effective manner.
The average selling prices of memory semiconductors have declined in
general and are expected to continually decline with time irrespective of industry-wide cyclical fluctuations and seasonality, as a result of, among other factors, technological advancements and cost reductions in the memory semiconductor
manufacturing process. We may be able to take advantage of temporary higher selling prices typically associated with the launch of new products or the emergence of external factors that increase demand, but such prices will likely decline over time,
and in certain cases, very rapidly. If the average per-bit selling price for DRAM and NAND flash memory products that we produce decreases faster than the pace at which we are able to reduce our per-bit manufacturing costs, our gross margins would decrease. Accordingly, our ability to respond to rapid technological changes in the manufacturing process and achieve higher manufacturing yields in a timely and
cost-effective manner is critical to our long-term profitability.
Due to the competitive nature of the memory semiconductor market, manufacturers
are continually seeking to optimize their production methods. For example, we continue to invest in enhancing TSV interconnection technology that links upper and lower chips with an electrode that vertically passes through the base logic chip and
DRAM chips, which is critical in the development of our next-generation of HBMs. In addition, we continue to invest in enhancing our NAND stacking technology, which enables NAND flash memory cells to be stacked vertically in multiple layers,
and have been transitioning the mass production of our NAND flash memory products from utilizing 176 layer technology to 238 and 321 layer technologies. If we do not anticipate enhancements in manufacturing technology and fail to adopt new
process technologies in a timely and cost-effective manner, we may not be able to produce products that meet our customers’ demands at competitive prices. Although new technologies typically yield more chips per wafer once ramp-up has been successfully completed, yields are typically low during the initial stage of transition where new technologies are applied to existing manufacturing processes. There is no guarantee that we will not
experience material delays in connection with future migrations to new technologies. If we are unable to respond to rapid technological changes in the manufacturing process in a timely and cost-effective manner, we may lose market share, which in
turn could have a material adverse effect on our business, financial condition and results of operations.
Requirements of the customers in
the information and technology industry and the consumer electronics industry are continually and rapidly evolving, and our success depends on our ability to anticipate and respond to these changes and trends.
Memory semiconductors are becoming increasingly diversified in terms of specifications, with customers demanding solutions that are optimized for their
particular needs to manufacture specific electronic devices, including PCs, servers, graphics cards, mobile devices such as smartphones and tablets, and other consumer electronics products. In addition, technologies that impact demand for memory
semiconductors are continually and rapidly evolving. For example, in March 2026, Google unveiled TurboQuant, advanced and theoretically grounded quantization algorithms that potentially enable massive compression for LLMs and vector search engines,
which may allow high-performance GPUs to process significantly more data with the same amount of physical memory.
We are continually developing higher-density DRAM modules, SSDs and other advanced DRAM and NAND flash memory products that respond to the latest
changes and trends, and are optimized for use in specific applications. In particular, we have substantially increased our sales of DRAMs in HBM configurations in recent years. HBMs are advanced memory semiconductors designed to deliver fast data
transfers while using less power, making them especially useful in high-performance applications such as GPUs, AI and high-performance computing. Our continued success will depend on our ability to respond quickly to evolving customer requirements
and industry standards in our target markets and to offer our customers a variety of products with reliable quality and advanced features.
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If our products do not keep pace with evolving industry standards, we could be required to invest
significant resources to redesign our products to ensure compatibility with relevant standards. If we are slow to anticipate changing trends and respond to such changes in a timely manner, we could miss opportunities to capture potential customers,
and we could lose our existing customers. In order for us to respond effectively to these and other market trends, we need to dedicate significant resources to product design, research and development and marketing. There can be no assurance that we
will have sufficient financial resources to fund all of the required research to develop technical innovations and meet changing industry standards. If we are unable to invest sufficient resources to satisfy the diversifying memory needs of our
customers, or if we do so in an inefficient or untimely manner, we may lose market share, which in turn could have a material adverse effect on our business, financial condition and results of operations.
If demand for our products exceeds our available supply, the necessity of allocating our finite supply among customers may
adversely impact customer relationships, and we may accordingly face heightened political , legal and regulatory scrutiny.
Demand for memory semiconductors is driven by diverse and rapidly evolving end markets, including AI and data center infrastructure, consumer
electronics, automotive, telecommunications, medical devices and industrial applications. Periods in which aggregate demand for our products materially exceeds our available manufacturing capacity may require us to make allocation decisions among
customers, product lines and end markets. In recent quarters, demand for our products has exceeded our available supply. Customers whose supply requirements are not sufficiently met may seek alternative sources, redesign products to use competing
technologies or reduce their reliance on our products, which could adversely impact our customer relationships, competitive position and market share. See “— Our future long-term growth depends to a significant extent on our ability to
increase production capacity.”
In addition, when supply constraints result in significant price increases or sustained shortages affecting
broad segments of the economy, our customers, industry coalitions, trade associations and other stakeholders may seek to draw the attention of legislators, regulators and other government officials to perceived imbalances in the supply of memory
semiconductors. Such advocacy has occurred and may continue or intensify. Political, legal and regulatory scrutiny of our industry’s supply-and-demand dynamics, pricing practices or capacity-investment decisions could lead to government
inquiries, civil litigations, increased regulatory oversight, new or modified conditions on government incentives or subsidies, or legislative or executive actions that could affect how we manufacture, price, allocate or distribute our products. For
example, on June 25, 2026, indirect purchasers of conventional DRAM filed a putative antitrust class action suit in the U.S. District Court for the Northern District of California alleging violations of various federal and state antitrust and
related business practice laws. See “Business — Litigation and Regulatory Proceedings.” The technology industry is subject to intense media, political and regulatory scrutiny, which exposes companies to investigations, legal and
regulatory actions, and penalties and sanctions. Any of the foregoing risks, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations.
A slowdown in demand for our products from AI infrastructure investment could adversely affect our results of operations.
Recent growth in our revenue and profitability has been driven in significant part by strong demand for our memory products, including HBM and server
DRAM products, from the expansion of AI infrastructure, such as AI accelerators and data centers. Demand for AI infrastructure has been driven in large part by significant capital expenditures by hyperscale cloud service providers and other large
technology companies. If such customers reduce, delay or reprioritize their capital expenditures, including as a result of macroeconomic conditions, changes in business priorities, concerns regarding returns on investment or a sudden correction
following a period of elevated spending, demand for AI infrastructure and related components could slow down materially, which in turn would decrease the demand for our products.
In addition, customers may place orders in anticipation of future demand or supply constraints, which may result in periods of excess channel or
customer inventory, inventory corrections, order
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cancellations, order delays or reduced purchasing activity. To the extent that current industry demand reflects inventory accumulation, actual end-market demand for our products may be lower than
current order trends suggest.
Furthermore, technological developments may reduce the demand for, or alter the specifications required of, our
products. For example, emerging technologies, architectures or efficiency improvements, including technologies intended to reduce memory usage, bandwidth requirements or computing resource consumption in AI workloads, may decrease demand for
high-performance memory products such as HBM and server DRAM products. If the adoption, utilization or commercialization of AI technologies does not continue to develop as expected, or if technological changes reduce the volume of memory required
for AI infrastructure, capital expenditures on the buildout and expansion of AI infrastructure may slow or decline. Any such slowdown or decline could adversely affect the demand for our products and materially adversely affect our business,
financial condition and results of operations.
We sell a substantial portion of our products to a select group of key customers in the United
States and China, and any significant decrease in their order levels will negatively affect our business.
A substantial portion of our sales
is attributable to a limited number of customers located in the United States and China. Our two largest customers represented 14.8% and 12.4%, respectively, of our total revenue in the first quarter of 2026 and our largest customer represented
23.9% of our total revenue in 2025. See note 4 of the notes to the Interim Financial Statements and note 4 of the notes to the Audited Financial Statements, respectively. We cannot provide any assurance that our key customers will continue to place
orders with us in the future at the same levels as in prior periods, or at all. The supply arrangements for our products are designed to take into consideration our ongoing partnerships with key customers. Specific quantities and pricing are
typically determined through mutual agreement at the time of purchase, taking into account market conditions and demand. Key customers may reduce quantities purchased, delay or cancel purchase orders or elect to terminate their business relationship
with us at any time for a number of reasons, including industry consolidation through mergers and acquisitions. Because much of our costs and operating expenses are relatively fixed, termination of business relationships with key customers or
significant reductions in sales to any key customers would have a material adverse effect on our business, financial condition and results of operations.
In recent years, we have relied on sales to customers in the United States and China, and prolonged tensions in economic and trade relations between the
two countries may have a material adverse effect on demand for our products from key customers in such countries. Revenue of sales subsidiaries located in the United States accounted for 64.7% of our revenue in the first quarter of 2026 and 68.8% in
2025, while revenue of sales subsidiaries located in China accounted for 24.3% of our revenue in the first quarter of 2026 and 19.7% in 2025. Ongoing tensions between the United States and China and tariffs and other trade restrictions imposed by
them on each other, including restrictions and penalties imposed by their respective governmental agencies such as the BIS, may lead to a decrease in the volume of products manufactured by our key customers located in such countries, which in turn
could decrease demand for our memory semiconductors used as components in their products. In addition, we may be prohibited from selling products to certain of our key customers as a result of the ongoing trade tensions. For example, in August 2020,
the BIS published a final rule that further tightened restrictions under the Export Administration Regulations on Huawei Technologies Co., Ltd. (“Huawei”) and its affiliates designated on the Entity List administered by the BIS. Under
the final rule, any item produced based on the relevant categories of U.S.-origin technology or software in any meaningful way may no longer be provided to Huawei for use by it or for use in any Huawei product without obtaining a license. Sales of
any such items without obtaining the proper
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license would result in a violation of U.S. law. Starting in September 2020, we have suspended sale of our products to Huawei and its affiliates designated on the Entity List administered by
the BIS. In May 2025, the BIS also issued guidance alerting the semiconductor industry that the use of semiconductors manufactured by Chinese companies risks violating U.S. export controls and may subject companies to BIS enforcement action.
In addition, in August 2022, the U.S. Government enacted the CHIPS Act, which provides federal aid to promote emerging industries in the United States,
including measures to strengthen its domestic semiconductor manufacturing capabilities. Such efforts may incentivize U.S. semiconductor companies to invest in the expansion of their production capabilities, which in turn may reduce our sales in the
United States. In February 2023, the U.S. Government announced the requirements for the federal subsidies to be granted under the CHIPS Act, including (i) a ban on certain new, high-tech investments in China or other “countries of
concern” for at least a decade, (ii) provision of affordable child care for the workers, (iii) limitation of stock buybacks, (iv) sharing of certain excess profits with the U.S. Government and (v) the submission of certain
information regarding management and technology. Both U.S. and non-U.S. semiconductor companies that choose to invest in the United States and meet such terms are eligible for the federal subsidies. In
September 2023, the U.S. Government released the final rules on the guardrails applicable to such federal subsidy program. The final rules prohibit recipients of the federal subsidy from materially expanding their semiconductor manufacturing
capacities in foreign countries of concern for 10 years and restrict them from certain joint research or technology licensing efforts with foreign entities of concern. In December 2024, we announced plans to build an advanced packaging plant in
Indiana, United States, and expect to commence operations in the second half of 2028. Under the CHIPS Act, upon meeting certain project milestones, we may receive federal subsidies of up to US$458 million and loans of up to US$570 million
from the U.S. Department of Commerce in connection with the Indiana complex. In March 2025, U.S. President Donald J. Trump (the “U.S. President”) signed an executive order establishing the United States Investment Accelerator, an office
within the U.S. Department of Commerce that is responsible for administering and overseeing the implementation of the programs under the CHIPS Act. Although we believe that our investment to construct an advanced packaging plant in Indiana,
United States currently meets the requirements of the CHIPS Act, there can be no assurance that the CHIPS Act will not be further amended or terminated, or that our Indiana investment will continue to satisfy such requirements.
As part of its efforts to promote a robust semiconductor supply chain, the U.S. Government also initiated the Chip 4 Alliance, a new U.S.-Asian
semiconductor partnership among the United States, Korea, Japan and Taiwan. Such an alliance has led China to take measures to more actively develop its semiconductor manufacturing capabilities, which in turn has reduced the percentage of our sales
in China in recent years. See “ — The memory semiconductor industry is highly competitive and our failure to successfully compete would adversely affect our business.”
In response to the above measures adopted by the United States, the Cyberspace Administration of China announced in May 2023 that Micron Technology had
failed a security review and banned China’s critical information infrastructure operators from purchasing products from Micron Technology. We are unable to predict the duration of tensions in economic and trade relations between the two
countries, and prolonged trade restrictions could have a material adverse effect on our business, financial condition and results of operations.
Impositions of anti-dumping duties, safeguard duties, countervailing duties, quotas or tariffs may have an
adverse impact on our export sales.
We sell substantially all of our products outside Korea. We continue to carefully monitor developments
with respect to trade remedy policies, including anti-dumping duties, safeguard duties,
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countervailing duties, quotas or tariffs, in all major markets in which we sell our products and seek to mitigate the related risks by adjusting supply and export arrangements as necessary and
entering into trade agreements and, where necessary, vigorously defend our rights. However, there can be no assurance that the trade agreements between Korea and its major trading partners will not be amended or that anti-dumping duties, safeguard
duties, countervailing duties, quotas or tariffs will not be imposed on our sales of products outside Korea in the future. The occurrence of any such events, including those described below, may have a material adverse impact on our business,
financial condition and results of operations.
In April 2025, under the International Emergency Economic Powers Act of 1977 (the
“IEEPA”), the U.S. President imposed a universal “reciprocal” tariff which applies to all imports from all of the trading partners (including those with free trade agreements with the United States), with a base rate of 10%,
subject to certain exceptions including semiconductors. In addition, the U.S. President imposed higher rates on imports from certain enumerated countries on a
country-by-country basis (including Korea at 15%), subject to certain exceptions including semiconductors, which implementation became effective on August 7,
2025. In February 2026, the United States Supreme Court ruled that the U.S. President has no peacetime authority to impose such tariffs under the IEEPA and that the power to impose such tariffs must come from a clear congressional grant to the U.S.
President. In response, on the same day the decision was published, the U.S. President issued a Proclamation “Imposing a Temporary Import Surcharge to Address Fundamental International Payments Problems,” imposing a 10% temporary import
surcharge on imports from all U.S. trading partners under section 122 of the Trade Act of 1974, which rate was subsequently increased to 15%. Such “Section 122” tariff, which remains subject to certain exceptions including
semiconductors, took effect on February 24, 2026, and remains in effect for 150 days. No assurance can be provided that such tariffs will not be extended or that similar tariffs will not be imposed on different grounds.
In addition to the tariff discussed above, in August 2025 and January 2026, the U.S. government threatened to impose a tariff of 100% on all imports of
semiconductors, subject to certain exceptions for businesses that make a commitment to build semiconductor facilities and invest in the United States. The imposition of any such tariffs may have a material adverse effect on our sales of
semiconductor products in the United States as well as on our downstream customers that produce finished products using our products in countries subject to such tariffs and export those products to the United States. The increases in costs and
prices due to the imposition of any such tariffs may reduce consumer demand for such products in the United States, which may in turn adversely affect the demand for our products.
Historically, tariffs have led to increased trade and political tensions. In response to the recent tariffs imposed by the U.S. government, various
countries have implemented, or have announced plans to implement, retaliatory tariffs on goods produced in the United States. Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange and other
economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. If further tariffs are imposed on a broader range of our or our
customers’ exports, or if further retaliatory trade measures are taken by impacted foreign countries in response to additional tariffs, we or our customers may be required to adjust their prices or incur additional expenses, which may have a
material adverse impact on our business, financial condition and results of operations.
Fluctuations in exchange rates may have a material
adverse effect on our financial condition and results of operations.
There has been considerable volatility in exchange rates in recent
years, including exchange rates between the Won and the U.S. dollar. To the extent that we incur costs in one currency and make
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sales in another, our profit margins may be affected by changes in the exchange rates between the two currencies. In particular, our investments in manufacturing facilities in China have
increased the proportion of our expenses that are incurred in Chinese Yuan, while our sales in China are denominated in U.S. dollars. Accordingly, an unhedged increase in the value of the Chinese Yuan would increase our construction and
manufacturing costs and adversely impact our profitability. Changes in exchange rates can also affect the Won value of sales proceeds and operating and non-operating costs that are denominated in foreign
currencies. We are unable to increase the prices of our products to adjust fully for the negative effects of exchange rate movements because prices in the memory semiconductor industry are dictated by worldwide supply and demand. In addition,
exchange rate fluctuations can affect the Won value of our equity investments and monetary assets and liabilities denominated in foreign currencies. See “Exchange Rates.”
Appreciation of the Won may materially and adversely affect our results of operations because, among other things, it reduces the Won value of our
export sales, which are primarily denominated in U.S. dollars, and causes our export products to be less competitive by raising their prices in U.S. dollar terms. On the other hand, depreciation of the Won would create foreign exchange translation
losses and increase the amount, in Won terms, of interest and principal of our foreign currency-denominated debt, as well as increase in Won terms the cost of raw materials and equipment that we purchase from overseas sources. Under our current
operating and capital structure, appreciation of the Won generally has a net negative impact on our operating income. Although the impact of exchange rate fluctuations has in the past been partially mitigated by hedging strategies, we cannot
provide any assurance that we will be able to effectively manage such risks, and our results of operations have historically been affected by exchange rate fluctuations. Volatility in currency exchange rates may lead to losses, which could have a
material adverse effect on our financial condition and results of operations.
We may not be able to realize the anticipated benefits of our
acquisitions, which could harm our business, financial condition and results of operations.
Our success will depend, in part, on our ability
to expand our product offerings, and grow our business in response to changing technologies, consumer demands and competitive pressures. In some circumstances, we may determine to do so through the acquisition of complementary businesses and
technologies rather than through internal development. For example, in October 2020, we agreed to acquire the NAND flash memory and storage business of Intel, including the NAND flash memory manufacturing facility in Dalian, China, NAND flash memory
and SSD-related intellectual property and research and development personnel. As consideration for the Intel NAND Business Acquisition, we paid US$6.6 billion in December 2021 and US$2.2 billion in March 2025. We created a subsidiary in
the United States to operate the acquired business under the brand name “Solidigm.” The Chinese State Administration for Market Regulation granted a conditional business combination approval for such acquisition with certain
conditions, including the obligation to maintain a reasonable pricing policy and production level and support the entry of third-party competitors in the Chinese eSSD market for five years from December 2021. Given our current outlook for sustained
strong demand for NAND flash memory products throughout 2026, we expect the obligation to maintain a reasonable pricing policy will limit our ability to significantly increase the price of our NAND flash memory products sold in China in 2026. We may
apply for a waiver of such conditions after expiration of the five-year period, and the Chinese State Administration for Market Regulation would then determine whether to approve the waiver based on the competitive landscape of the Chinese eSSD
market at that time, among others. See “Business — Investments and Acquisitions.” In addition, as part of our efforts to expand our foundry business and 8-inch foundry capacity, we
acquired SK keyfoundry (formerly, the foundry division of Magnachip Semiconductor) in August 2022 for W 576 billion.
The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete our
identified acquisitions. In addition, there is no
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guarantee that we will be able to realize the anticipated benefits of our acquisitions. We have limited experience acquiring other businesses, and our ability to acquire and integrate other
companies and assets, particularly large or complex companies, products or technologies, in a successful manner remains subject to uncertainty.
The
risks we face in connection with acquisitions also include:
diversion of management time and focus from operating our business to addressing acquisition and integration challenges;
challenges associated with the integration of product development and sales and marketing functions of the acquired
business;
challenges associated with the retention of key employees from the acquired business;
cultural and operational challenges associated with integrating employees from the acquired business into us;
challenges associated with the integration of the acquired business’s accounting, management information, human
resources and other administrative systems;
the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have
lacked effective controls, procedures and policies;
liability for activities of the acquired business before the acquisition, including intellectual property infringement
claims;
unanticipated impairment of goodwill; and
litigation or other claims in connection with the acquired company, including claims from terminated employees, customers,
former shareholders or other third parties.
Our failure to address these risks or other problems encountered in connection with
our past or future acquisitions could result in our failure to realize the anticipated benefits of these acquisitions, cause us to incur unanticipated liabilities, or could otherwise harm our business generally. Future acquisitions could also result
in dilutive issuances of our equity securities or the incurrence of debt, contingent liabilities, amortization expenses or incremental operating expenses.
Our investments and acquisitions may not be successful, which may adversely affect our competitive position and impair our ability to achieve our
business objectives.
We continually seek out opportunities to further our strategic objectives, including by making investments and
acquisitions, to further solidify our market position as a leading semiconductor company in the world. Such strategic initiatives have increased in response to the growing diversity and complexity of memory semiconductors and applications, demand
for technological enhancements and increasing costs associated with keeping pace with industry developments. We believe that such strategic initiatives will not only assist in maintaining and growing our presence in existing markets but also provide
us with a cost-effective means of accessing new markets, products and technologies.
From time to time, we have acquired minority equity stakes in
other industry players to further strengthen our business relationships and may do so again in the future. For example, in June 2018, we participated as a member of a consortium led by Bain Capital (the “Bain Consortium”) in its purchase
of a stake in Kioxia from Toshiba Corporation. As a member of the Bain Consortium, we invested W 2,637 billion for an indirect
limited partnership interest in BCPE Pangea Intermediate Holdings Cayman, L.P. (“SPC 1”), which in turn holds an equity interest in Kioxia. In addition, we invested
W 1,279 billion to acquire a convertible bond issued by a second special purpose company, BCPE Pangea Cayman2 Limited (“SPC 2”),
which is convertible into an approximately 15.0% equity interest in SPC 2. SPC 2 in turn holds an equity interest in Kioxia. As of March 31, 2026, the book value of our investment in SPC 1 was W 6,616 billion, and
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the book value of our investment in the convertible bond issued by SPC 2 was
W 13,609 billion, which are accounted for as financial assets measured at fair value through profit or loss. In June 2026, SPC 1
completed the sale of all of its remaining equity interest in Kioxia.
Strategic initiatives involve a number of risks, including potential
disagreements with consortium partners and diversion of management attention. Our consortium partners may have economic or business interests that are inconsistent with ours, take actions contrary to agreed policies or objectives, undergo a change
of control, experience financial and other difficulties or be unable or unwilling to fulfill their obligations. Our failure to address such risks or other problems encountered in connection with our past or future investments could cause us to fail
to realize the anticipated benefits of such investments, cause us to incur unanticipated liabilities, or could otherwise harm our business relationships and reputation. In addition, our investments may become subject to unanticipated impairment
losses (or losses for financial assets measured at fair value through profit or loss) if the value of the invested assets declines. Any such developments could have a material adverse effect on our business, financial condition and results of
operations.
We may not be able to successfully execute our diversification strategy.
As part of our overall strategy, we have been striving to diversify our business to areas other than DRAM and NAND flash memory semiconductors in recent
years, and some of our diversification efforts may not succeed. As part of our efforts to expand our foundry business and 8-inch foundry capacity, we acquired SK keyfoundry in August 2022 for W 576 billion. In addition, from time to time, we have expanded our product portfolio into
non-memory semiconductors, including CISs that are used to perform the role of electronic film in digital photographing devices such as smartphones, tablets, PC laptops and surveillance cameras. In March 2025,
we decided to integrate our CIS business unit into our AI memory operations as part of our strategy to strengthen our competitiveness.
The
success of our diversification strategy will depend, in part, on our ability to realize the growth opportunities and anticipated synergies among our diversified businesses, which in turn will be subject to numerous factors, including the recruitment
of qualified personnel and establishment of new business relationships, as well as expansion of existing relationships with various customers and suppliers, procurement of necessary technology and know-how and
access to investment capital at a reasonable cost. Our failure to successfully execute our diversification strategy may adversely affect our business, financial condition and results of operations.
We may be unable to adequately protect our intellectual property rights or successfully defend against third-party infringement claims, which
could impair our operations and competitiveness and harm our business and future prospects.
We develop and acquire significant intellectual
property and own the related intellectual property rights around the world that support our products, research and development, and other activities and assets. As of March 31, 2026, on a standalone basis, we owned 4,823 patents, 130 trademarks,
18 copyrights and seven design rights in Korea and 16,680 patents, 263 trademarks, one copyright and four design rights outside Korea. Because of the fast pace of innovation and product development, our products are often obsolete before
the patents related to them expire, and in some cases our products may be obsolete before the patents are granted. While our intellectual property rights are important to our success, our business as a whole is not significantly dependent on any
single patent, copyright or other intellectual property right. Our ability to compete successfully also depends on our ability to operate without infringing the proprietary rights of others. The memory semiconductor industry is characterized by
frequent disputes and litigation regarding patent and other intellectual property rights. As is typical in the industry, we have from time to time received communications from third parties asserting their patents against our products and alleging
our infringement of their intellectual property rights. We expect to
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receive similar communications in the future. For example, on February 17, 2026, as supplemented on February 25, 2026 and March 16, 2026, MonolithIC 3D Inc. of Allen, Texas
(“MonolithIC”) filed a complaint with the United States International Trade Commission (“ITC”) naming us and Kioxia as respondents, alleging among others that certain of our DRAM and NAND flash memory products infringe seven
patents owned by MonolithIC. The complaint requested that the ITC institute an investigation pursuant to Section 337 of the Tariff Act of 1930 and issue a limited exclusion order and cease and desist orders. On March 26, 2026, the ITC
announced its decision to institute an investigation. Subsequently, the ITC set August 30, 2027 as the target date for the completion of the investigation. In addition, on May 11, 2026, as supplemented on May 28, 2026 and June 1, 2026,
MonolithIC filed a second complaint with the ITC naming us and Kioxia as respondents, alleging among others that certain of our DRAM and NAND flash memory products infringe an additional five patents owned by MonolithIC and seeking relief similar to
those sought in the above-described initial complaint. On June 10, 2026, the ITC announced its decision to institute an investigation. The target date for the completion of the second investigation has not been set by the ITC. The
investigations are ongoing, and we are currently unable to predict their outcomes.
In the event that any third party is adjudicated to have a valid
intellectual property claim against us, we may be required to:
refrain from selling the affected products in certain markets;
make royalty payments or pay significant monetary damages, which may exceed our reserves for such matters;
seek to develop non-infringing technologies, which may be costly or time-consuming
or may not be feasible; and
seek to acquire licenses to the infringed technology, which may not be available on commercially reasonable terms, if at
all.
Any of the foregoing, as well as our inability to adequately protect our intellectual property rights, could have a material
adverse effect on our business, financial condition and results of operations.
We rely on technology provided by third parties, and
our business may suffer if we are unable to renew our licensing arrangements with them.
We have entered into technology license and
cross-license agreements with third parties that give those parties the right to use patents and other technologies developed by us, as well as provide us with the right to use patents and other technologies developed by them. We anticipate that we
will continue to enter into various licensing and cross-licensing arrangements in the future, which may increase our payments of licensing fees and royalties. If we are unable to enter into or renew technology licensing arrangements on acceptable
terms, we may lose the legal right to use certain of the technologies we employ in manufacturing our products, which may prevent us from manufacturing and selling key products. In addition, we could be disadvantaged if our competitors obtain
licenses for important technologies on more favorable terms than us. In the future, we may also need to obtain additional licenses for new or existing technologies. Our failure to secure or renew license agreements on acceptable terms may materially
and adversely affect our business, financial condition and results of operations.
Products that do not meet customer specifications, contain
or are perceived to contain defects or are otherwise incompatible with their intended uses could impose significant costs on us.
The design
and production processes for our products, including DRAMs and HBMs, are highly complex. We may produce products that do not meet customer specifications, contain or are perceived to contain defects or are otherwise incompatible with their intended
uses. Under our general terms and conditions of sale and in accordance with industry practice, we provide a multi-year warranty that is
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usually limited to repair or replacement of defective items or return of, or a credit with respect to, amounts paid for such items. From time to time, we may provide more extensive warranty
coverage to certain customers. We may incur substantial costs in remedying defects in our products, which could include material inventory write-downs. Moreover, if actual or perceived problems with nonconforming, defective or incompatible products
occur after we have shipped our products, we may not only have liability for providing replacements or otherwise compensating customers but also suffer damage to our relationship with important customers or to our reputation, which could have a
material adverse effect on our business, financial condition and results of operations.
Breaches of our security systems or
products, systems failures, interruptions, delays in service, catastrophic events and resulting interruptions in the availability of our systems or those of our customers, suppliers or business partners could expose us to losses.
We maintain a system of controls over the physical security of our facilities. We also manage and store various proprietary information and confidential
data relating to our operations. In addition, we process, store and transmit data relating to our customers, suppliers and employees, including sensitive personal information. Unauthorized persons, employees, former employees, nation states or other
parties may gain access to our facilities or technology infrastructure and systems through fraudulent means and may steal trade secrets or other proprietary information, compromise confidential information, create system disruptions or have other
impacts. This risk is exacerbated as competitors for talent, particularly engineering talent, attempt to hire our employees. Through cyberattacks on technology infrastructure and systems, unauthorized parties may obtain access to our computer
systems, networks and data, including cloud-based platforms. Our technology infrastructure and systems and those of our suppliers, vendors, service providers, cloud solution providers and partners have in the past experienced, and may in the future
experience, such attacks, which could materially impact our operations.
Cyberattacks can include ransomware, denial-of-service attacks, zero-day
attacks, supply chain attacks, “phishing” and other forms of social engineering, exploitation of open source software vulnerabilities, and other malicious software programs or other attacks, as well as intentional or unintentional acts
by employees or other insiders with access privileges. The emergence and maturation of AI capabilities may also lead to new or more sophisticated methods of attack. Globally, cyberattacks are increasing in number and the attackers are increasingly
organized and well-financed, or supported by state actors, and are developing increasingly sophisticated systems to not only attack, but also to evade detection. In addition, geopolitical tensions or conflicts may create a heightened risk of
cyberattacks.
Breaches of our physical security, including break-ins, sabotage or vandalism, attacks on our technology infrastructure and systems,
security breaches or incidents, or attacks on our customers, suppliers, or business partners who maintain or otherwise process confidential or sensitive information regarding us and our customers and suppliers, could result in damage to, or loss,
disruption, or unavailability of data or systems, or inappropriate disclosure, destruction or loss of confidential or sensitive information. In addition, our systems and those of our third-party vendors may experience service interruptions, data
loss or compromise and outages, for other reasons, including human error, pandemics, fires, other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks and other
geopolitical unrest, computer viruses, ransomware, and other malicious software, changes in social, political, or regulatory conditions or in laws and policies, or other changes or events. Any such event, or the perception it has occurred, may
result in significant losses and damage our reputation with customers and suppliers and may expose us to claims, demands and litigation.
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Products and the systems and applications that incorporate or otherwise utilize our products are also
targets for cyberattacks. While some of our products contain encryption, security algorithms or features designed to help protect third-party content, user-generated data stored on our products, or the functionality of our products as intended,
systems and applications that utilize these products could be compromised, breached or circumvented by motivated attackers. In addition, our products contain sophisticated hardware, firmware and software (some of which is provided by third parties)
that may contain weaknesses or defects in design or manufacture, including “bugs” and other problems that could interfere with the intended operation of our products or be potentially exploited by such attackers. If systems or
applications that utilize our products experience a cyberattack, our products are attacked, or our suppliers, third-party service providers, cloud solution providers or sub-processors are attacked, this could harm our business by requiring us to
employ additional resources to remediate the errors or defects, and could expose us to litigation, claims and harm to our reputation.
We cannot be
certain that any applicable insurance coverage we maintain will be adequate or otherwise protect us with respect to claims, expenses, fines, penalties, business loss, data loss, litigation, regulatory actions or other impacts arising from security
breaches or incidents, or that such coverage will continue to be available on acceptable terms or at all. Any of the foregoing security risks could have a material adverse effect on our business, financial condition and results of operations.
New and evolving laws and regulations relating to cybersecurity, data privacy, digital products and AI impose requirements for information
confidentiality, integrity, availability, personal and proprietary data collection, storage, use, sharing, deletion and AI systems to be appropriately transparent, fair, secure, responsibly deployed and accountable. Along with these laws and
regulations, standards and market expectations could cause us to incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers’, suppliers’ or partners’ reluctance to share
information or solutions due to actual or perceived inadequate controls. Compliance with, or our failure, or the failure of our third-party sales channel partners or agents, to comply with, laws, regulations or industry standards could have a
material adverse effect on our business, financial condition and results of operations.
We may be adversely impacted by uncertainties and
outcomes associated with the use and evolution of AI.
We are increasingly incorporating AI capabilities into the development of technologies
and our business operations. AI technology is complex and rapidly evolving, and may expose us to significant competitive, legal, regulatory and other risks. The implementation of AI can be costly and there is no guarantee that our use of AI will
enhance our technologies, benefit our business operations, or produce products and services that are preferred by our customers. AI will continue to increase or change the competitive environment in our markets. Our competitors may be more
successful in their AI strategy or they may have access to greater AI resources or technology and develop superior products and services.
AI
algorithms or training methodologies may be flawed, and datasets may contain irrelevant, insufficient or biased information, which can cause errors in outputs. The use of AI in the development of our products and services could also cause loss of
intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity. AI is also the subject of an evolving set of legal requirements and regulations, and we may be
subject to new and conflicting laws and regulations. Any of these matters may give rise to legal liability, damage our reputation and may have a material adverse impact on our business, financial condition and results of operations.
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Sanctions against us and other memory semiconductor producers for allegedly anti-competitive
practices may have a direct or indirect material adverse impact on our operations.
From time to time, we may become subject to
investigations by government authorities as well as legal proceedings related to alleged involvement in anti-competitive practices. In the past, we and other DRAM manufacturers were investigated by the Antitrust Division of the U.S. Department of
Justice, and class action lawsuits have been filed against us and other DRAM manufacturers in various federal district courts and state courts alleging violations of U.S. antitrust laws, unfair competition laws and other related laws. Generally,
such class action cases are filed on behalf of classes of individuals and entities who purchased DRAM directly or indirectly from the various DRAM suppliers. The “indirect purchaser” plaintiffs include purchasers of consumer products,
such as computers, in which DRAM is a component, and other purchasers that did not purchase DRAM directly from a manufacturer. Any sanctions imposed against us, or adverse outcomes from legal proceedings, for allegedly anti-competitive practices
could result in liability to us, damage to our reputation, loss of experienced personnel or other consequences, any of which may have a material adverse effect on our business, financial condition and results of operations.
Severe health epidemics (such as the global COVID-19 pandemic and any possible occurrences of other types
of widespread infectious diseases) could materially and adversely affect our business, results of operations or financial condition.
If
severe health epidemics were to occur in the future in any area where any of our assets, suppliers or customers are located, our business, results of operations or financial condition could be adversely affected. For example, COVID-19, an infectious disease caused by severe acute respiratory syndrome coronavirus 2, was declared a “pandemic” by the World Health Organization in March 2020. The global outbreak of COVID-19 led to global economic and financial disruptions and adversely affected our business operations. Risks associated with COVID-19 or other types of widespread
infectious diseases include:
disruption in the normal operations of our business resulting from contraction of infectious diseases by our employees,
which may necessitate our employees to be quarantined and/or our manufacturing facilities or offices to be temporarily shut down;
fluctuations of the Won against major foreign currencies (see “— Fluctuations in exchange rates may result in
foreign exchange losses”);
an increase in unemployment among, and/or decrease in disposable income of, consumers who purchase the products
manufactured by our customers and a decline in overall consumer confidence and spending levels, which in turn may decrease demand for our products;
disruption in the normal operations of the businesses of our customers, which in turn may decrease demand for our products;
disruption in the supply of raw materials, components and equipment from our suppliers and vendors;
disruption in the delivery of our products to our customers;
unstable global and Korean financial markets, which may adversely affect our ability to meet our funding needs on a timely
and cost-effective basis; and
decreases in the fair value of our investments in companies that may be adversely affected by the pandemic.
In the event that a future recurrence of COVID-19 or an occurrence of other types of
widespread infectious diseases cannot be effectively and timely contained, our business, financial condition and results of operations may be materially and adversely affected.
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We may be unable to operate our business successfully if we are unable to retain and recruit
qualified personnel.
Our success depends to a significant extent on the continued services of our senior management and research and
development, engineering and other specialized personnel, and on our ability to continue to attract, retain and motivate such key employees. Generally, our employees are not bound by employment or
non-competition agreements and competition within the memory semiconductor industry for highly qualified employees is intense. There can be no assurance that we will not experience difficulty in recruiting and
retaining qualified employees. Our business could suffer if we lose the services of any of our key personnel and cannot adequately replace them in a timely manner.
Work stoppages and other labor-related issues may adversely affect our operations.
As of March 31, 2026, we had collective bargaining agreements with three labor unions, the two largest of which represented a total of 15,684
employees. Our latest collective bargaining agreements with such labor unions came into effect in April 2024 for a two-year term. We also engage in wage negotiations each year, which are retroactively
applied for that year. In addition, we operate a profit-sharing incentive program linked to our operating results, which utilizes 10% of our operating profit as determined under the Korean International Financial Reporting Standards
(“K-IFRS”).
We have not experienced a strike or other material work stoppage in recent years. However, there can be no assurance that
our relationship with our employees will not deteriorate in the future and any labor unrest, work stoppages or strikes could prevent our production facilities from continuing normal operations, which in turn may have a material adverse effect on our
business, financial condition and results of operations.
We are subject to strict environmental, health and safety regulations, and we may
become subject to penalties or restrictions that could cause our operations to be interrupted or result in significant compliance expenses.
We have manufacturing facilities in Korea and China. Our operations involve the use of chemicals and generate chemical waste, wastewater and other
industrial waste at various stages in the manufacturing process, and we are subject to a variety of environmental, health and safety laws and regulations of local or national governments relating to the use, storage, discharge and disposal of such
chemical by-products and waste substances. We are also subject to restrictions on using certain raw materials in our manufacturing process in fabs located in certain locations. We have installed various types
of anti-pollution equipment, consistent with industry standards, for the treatment of chemical waste and equipment for the recycling of treated water and other industrial waste at our various facilities. Our ESG Management Committee, chaired by our
Chief Executive Officer, serves as the core executive-level decision-making body for our environmental, social and governance (“ESG”) management policies. Key matters discussed by such committee are reported upward to the Sustainable
Management Committee under the Board, which provides company-wide oversight and final endorsement of ESG strategy, targets and performance. For a description of our Sustainable Management Committee, see “Management — Committees of the
Board — Sustainable Management Committee.”
Furthermore, heightened global awareness and international and national commitments to
reduce greenhouse gas emissions and counteract climate change (including increased activism by non-governmental and political organizations campaigning against fossil fuel extractions) may lead to increased costs for us, our customers and
our suppliers. Investor preferences and sentiments are also influenced by ESG considerations including climate change and the transition to a lower carbon economy. Changes in such preferences and sentiment, including increased scrutiny from market
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participants, environmental organizations or the press, as well as compliance with such new and more stringent environmental obligations relating to greenhouse gas emissions may require
additional capital expenditures or modifications in operating practices, as well as additional reporting obligations.
We cannot provide assurance
that environmental, health and safety claims will not be brought against us or that local or national governments will not take steps toward adopting more stringent standards. Sourcing of raw materials could also present reputational risks if our
direct or indirect suppliers are found to be in violation of environmental, health and safety regulations, or of ethical or human rights regulations or standards. Any failure on our part to comply with any present or future environmental, health and
safety regulations could result in the assessment of damages or clean-up costs or the imposition of fines or other penalties against us, a suspension of production, cessation of operations or relocation of
manufacturing facilities to different locations. In addition, new environmental, health and safety regulations could require us to acquire costly equipment or to incur other significant compliance expenses that may materially and negatively affect
our business, financial condition and results of operations.
We are subject to safety regulations, and our operations could expose us to
substantial liabilities.
The Serious Accident Punishment Act of Korea (the “SAPA”) imposes criminal liability on individuals and
entities responsible for “serious accidents.” Under the SAPA, the term “serious accident” encompasses not only accidents at industrial sites, such as factories or construction sites, but also “public” disasters
caused by defects in the design, manufacture, installation and management of products, product ingredients or public facilities or transportation. The SAPA imposes criminal liability against (i) business owners or executives (as defined by the law)
who fail to ensure the safety of their business operations and (ii) businesses or institutions that fail their supervisory duties. In case of willful misconduct or gross negligence, the SAPA also imposes punitive damages of up to five times the
actual damages. Our operational activities involve inherent risks that may result in accidents involving serious injury or loss of life, environmental damage or property damage. Even though we plan to prioritize on-site safety management by engaging
in communications with different stakeholders and investing more in safe environments, there is no guarantee that there will not be accidents due to our inherent operating risks. Although we have analyzed the potential impacts of the SAPA on us and
aligned our policies, internal regulations and manuals in preparation for the implementation of the SAPA, there is no guarantee that the SAPA would not adversely affect our business, financial condition and results of operations.
Under the SAPA, businesses may avoid punishment if it is found that they duly performed their duties to ensure the safety and health of the participants
in their business operations. However, we cannot assure you that, despite all precautionary and preventative measures undertaken by us, these measures will prove to be fully effective at all times or that an incident that could cause harm to our
reputation and operation will not happen in the future, including due to factors beyond our control.
Related party transactions that we
engage in are subject to scrutiny by the Korea Fair Trade Commission and the Korean tax authorities.
Our business relationships and
transactions with our subsidiaries, affiliates and other related parties are subject to ongoing scrutiny by the Korea Fair Trade Commission as to, among other things, whether such relationships and transactions constitute undue financial support
among companies of the same business group. We engage in various transactions with our subsidiaries and affiliates on an arm’s-length basis. See “Certain Relationships and Related Party
Transactions.” We are also subject to fair trade regulations limiting guarantees of debt and cross-shareholdings among member companies of the SK Group. In addition, our material business transactions
with our subsidiaries,
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affiliates and other related parties, including member companies of the SK Group, are subject to approval by the Board pursuant to the Korean Commercial Code (the “KCC”) and the
Monopoly Regulation and Fair Trade Act and are subject to public disclosure requirements under the Monopoly Regulation and Fair Trade Act. Any future determinations by the Korea Fair Trade Commission that we have engaged in transactions that violate
applicable fair trade laws and regulations may result in fines or other punitive measures and may have a material adverse effect on our reputation and our business.
In addition, under Korean tax law, there is an inherent risk that our transactions with our subsidiaries, affiliates or any other person or company that
is related to us may be challenged by the Korean tax authorities if such transactions are viewed as having been made on terms that were not on an arm’s-length basis. If the Korean tax authorities
determine that any of our transactions with related parties was not on an arm’s-length basis, we would not be permitted to deduct the amount equivalent to such undue financial support as expenses, which
may have adverse tax consequences for us.
We may pursue spin-offs or initial public offerings of, or selling portions of our interests in,
our subsidiaries, which could dilute our ownership interest and reduce the benefits we receive from those subsidiaries.
We may, from time to
time, explore the possibility of spinning off or conducting an initial public offering of, or selling portions of our interests in, one or more of our subsidiaries. If a subsidiary were to conduct a public offering or issue additional equity
securities to third parties after a spin-off, or if we were to dispose of a portion of our ownership interest in such subsidiary, our ownership interest in that subsidiary could be diluted. As a result, our share of that subsidiary’s future
earnings and cash flows may decrease, and we may have reduced control over its operations and strategic decisions. In addition, investors may attribute a portion of the value of such subsidiary directly to its publicly traded securities rather than
to our common shares and the ADSs, which could adversely affect the market price of such securities.
In March 2026, the Government announced its
intention to introduce regulations during the first half of 2026 that would, in principle, prohibit or restrict new listings of subsidiaries of listed Korean companies, subject to certain exceptions that have not yet been identified. If such
regulations are adopted, our ability to pursue listings of our subsidiaries and raise proceeds may become significantly limited.
Risks Relating to Korea
If economic conditions in Korea deteriorate, our current business and future growth could be materially and adversely affected.
We are incorporated in Korea and a significant portion of our assets are located in Korea. As a result, we are subject to political,
economic, legal and regulatory risks specific to Korea, and our performance and successful execution of our operational strategies are dependent on the overall Korean economy. The economic indicators in Korea in recent years have shown mixed signs
of growth and uncertainty, and future growth of the Korean economy is subject to many factors beyond our control, including developments in the global economy.
Following a period of deterioration due to the debilitating effects of the COVID-19 pandemic on the Korean
economy as well as on the economies of Korea’s major trading partners in 2020, the overall Korean economy showed signs of recovery in 2021. However, adverse conditions and volatility in the worldwide financial markets, fluctuations in oil and
commodity prices, supply chain disruptions and the increasing weakness of the global economy, as well as significant fluctuations in policy interest rates globally (including Korea), have contributed to the uncertainty of global economic prospects
in recent years and have adversely affected, and may continue to adversely affect, the Korean economy. The value of the Won relative to major foreign currencies, in particular the U.S. dollar, has fluctuated
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significantly and, as a result of uncertain global and Korean economic, social and political conditions, there has been significant volatility in the stock prices of Korean companies recently.
Future declines in the Korea Composite Stock Price Index (the “KOSPI”), and large amounts of sales of Korean securities by foreign investors and subsequent repatriation of the proceeds of such sales may adversely affect the value of the
Won, the foreign currency reserves held by financial institutions in Korea, and the ability of Korean companies to raise capital. Any future deterioration of the Korean or global economy could adversely affect our business, financial condition and
results of operations and the market price of our common shares and the ADSs.
Other developments that could have an adverse impact on Korea’s
economy include:
declines in consumer confidence and a slowdown in consumer spending, including as a result of higher levels of market
interest rates;
the imposition of significant tariffs on the Republic’s exports by any of the Republic’s major export markets,
including the United States, as well as any countermeasures or policy responses adopted by the Government;
shortages of imported raw materials, natural resources, rare earth minerals or component parts due to disruptions to the
global supply chain;
rising inflationary pressures leading to increases in costs of goods and services and a decrease in purchasing power;
hostilities or political or social tensions involving countries in the Middle East (including those resulting from the
military conflicts between Iran and other countries, including the United States and Israel) and Northern Africa and any material disruption in the global supply of oil or sudden increase in the price of oil;
hostilities or political or social tensions involving Russia (including the Russia-Ukraine war and the ensuing actions
against Russia) and any resulting adverse effects on the global supply of oil and other natural resources or the global financial markets;
adverse conditions or developments in the economies of countries and regions that are important export markets for Korea,
such as China, the United States, Europe and Japan, or in emerging market economies in Asia or elsewhere, including as a result of the deterioration of economic and trade relations among such countries or impositions of significant tariffs by any
such country and increased uncertainties in the global financial markets and industry;
adverse changes or volatility in foreign currency reserve levels, interest rates, inflation rates, commodity prices
(including oil prices), exchange rates (including fluctuations of the U.S. dollar, Euro or Japanese Yen exchange rates or revaluation of the Chinese Yuan) or stock markets;
political uncertainty or increasing strife among or within political parties in Korea following the declaration of martial
law by former President Yoon Suk-yeol in December 2024 that led to his impeachment and subsequent removal in April 2025 and the election of Mr. Lee Jae-myung as
President in June 2025;
interest rate fluctuations as well as perceived or actual changes in policy rates, or other monetary and fiscal policies
set forth, by the U.S. Federal Reserve, Korea and other central banks;
the occurrence of severe health epidemics in Korea or other parts of the world;
a deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including
deterioration resulting from territorial or trade disputes or disagreements in foreign policy;
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the economic impact of any pending or future free trade agreements or of any changes to existing free trade agreements;
increased sovereign default risks in select countries and the resulting adverse effects on the global financial markets;
a deterioration in the financial condition or performance of small- and
medium-sized enterprises and other companies in Korea;
investigations of large Korean business groups and their senior management for possible misconduct;
a continuing rise in the level of household debt and increasing delinquencies and credit defaults by retail and small- and medium-sized enterprise borrowers in Korea;
social and labor unrest;
substantial changes in the market prices of Korean real estate;
a substantial decrease in tax revenues and a substantial increase in the Government’s expenditures for fiscal
stimulus measures, unemployment compensation and other economic and social programs, which, together, would likely lead to a national budget deficit as well as an increase in the Government’s debt;
financial problems or lack of progress in the restructuring of Korean business groups, other large troubled companies,
their suppliers or the financial sector;
loss of investor confidence arising from corporate accounting irregularities or corporate governance issues concerning
certain Korean companies;
increases in social expenditures to support an aging population in Korea or decreases in economic productivity due to the
declining population size in Korea;
a continued decrease in the population and birthrates in Korea;
geopolitical uncertainty and the risk of further attacks by terrorist groups around the world;
natural or man-made disasters that have a significant adverse economic or other
impact on Korea or its major trading partners; and
an increase in the level of tensions or an outbreak of hostilities between North Korea and Korea or the United States.
Escalations in tensions with North Korea could have an adverse effect on us and the market value of our common shares and
the ADSs.
Relations between Korea and North Korea have been tense throughout Korea’s modern history. The level of tension between
Korea and North Korea has fluctuated and may increase abruptly as a result of current and future events. In particular, there have been heightened security concerns in recent years stemming from North Korea’s nuclear weapon, ballistic missile
and satellite programs as well as its hostile military actions against Korea.
North Korea renounced its obligations under the Nuclear Non-Proliferation Treaty in January 2003 and has conducted six rounds of nuclear tests since October 2006, including claimed detonations of hydrogen bombs and warheads that can be mounted on ballistic missiles. Over
the years, North Korea has continued to conduct a series of missile tests, including missiles launched from submarines and intercontinental ballistic missiles that it claims can reach the United States mainland. North Korea has increased the
frequency of such activities since the beginning of 2022, firing numerous ballistic missiles, including intercontinental ballistic missiles, and in November 2023, successfully launched its
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first spy satellite. In response, the Government has repeatedly condemned North Korea’s provocations and flagrant violations of relevant United Nations Security Council resolutions. Over
the years, the United Nations Security Council has passed a series of resolutions condemning North Korea’s actions and significantly expanding the scope of sanctions applicable to North Korea as did the United States and the European Union.
North Korea’s economy also faces severe challenges, which may further aggravate social and political pressures within North Korea. Although
bilateral summit meetings between Korea and North Korea were held in April, May and September 2018 and between North Korea and the United States in June 2018, February 2019 and June 2019, there can be no assurance that the level of tensions
affecting the Korean peninsula will not escalate in the future. Any increase in tensions, which may occur, for example, if North Korea experiences a leadership crisis, high-level contacts between Korea and North Korea or between the United States
and North Korea break down or military hostilities occur, could have a material adverse effect on the Korean economy and on our business, financial condition and results of operations and the market value of our common shares and the ADSs.
There are special risks involved with investing in securities of Korean companies.
As we are a Korean company and operate in a business and cultural environment that is different from that of other countries, there are risks associated
with investing in our securities that are not typical for investments in securities of companies in other jurisdictions.
Under the Foreign Exchange
Transactions Act of Korea and the decree, rules and regulations promulgated thereunder, if the Government deems that certain emergency circumstances, including sudden fluctuations in interest rates or exchange rates, extreme difficulty in
stabilizing the balance of payments or substantial disturbance in the Korean financial and capital markets, are likely to occur, it may impose any necessary restriction such as requiring Korean or foreign investors to obtain prior approval from the
Minister of Finance and Economy for the acquisition of Korean securities or for the repatriation of interest, dividends or sales proceeds arising from Korean securities or other types of capital transactions. Moreover, if the Government deems it
necessary on account of war, armed conflict, natural disaster or grave and sudden changes in domestic or foreign economic circumstances or similar events or circumstances, the Minister of Finance and Economy may temporarily suspend performance under
any or all foreign exchange transactions, in whole or in part, to which the Foreign Exchange Transaction Laws apply (including suspension of payment and receipt of foreign exchange) or impose an obligation to deposit or sell any means of payment to
the Bank of Korea, the Foreign Exchange Equalization Fund of Korea, or certain other governmental agencies or financial institutions. In making an investment decision, investors must rely upon their own examination of us, the terms of the offering
and the financial and other information contained in this prospectus.
Risks Relating to the ADSs and the Offering
The trading prices for our common shares and the ADSs may fluctuate significantly after the offering.
Volatility in the market price of our common shares and the ADSs may prevent investors from selling their securities at or above the price that they paid
for them. The market price and market liquidity of our common shares and the ADSs may be adversely affected by a number of factors, including, but not limited to, the extent of investor interest in us, the attractiveness of our common shares and the
ADSs in comparison to other equity securities (for instance, shares issued by a company with a longer operating history in our industry), our financial performance and general market conditions. Certain additional factors that could negatively
affect, or result in fluctuations in, the price of our common shares and the ADSs include:
actual or anticipated variations in our results of operations;
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potential differences between our actual financial and results of operations and those expected by investors;
investors’ perceptions of our prospects and the prospects of our sector;
new laws or regulations or new interpretations of laws and regulations, including tax guidelines, applicable to the
semiconductor sector, our common shares and/or the ADSs;
general economic trends and risks in the United States, Asian or global economies or financial markets, including those
resulting from war, incidents of terrorism or responses to such events;
changes in our operations or earnings estimates or publication of research reports about us or the semiconductor industry;
market conditions affecting the Korean, Asian or global economy or in Korea or Asia specifically;
significant volatility in the market price and trading volume of securities of companies in the semiconductor sector, which
are not necessarily related to the operating performance of these companies;
additions to or departures from our management team;
completing (or failing to complete) additional acquisitions or investments;
speculation in the press or investment community;
changes in the credit ratings or outlook assigned to Asian countries, particularly Korea, and entities in the semiconductor
sector;
political conditions or events in Korea, the United States and other countries; and
enactment of legislation or other regulatory developments that adversely affect us or our industry.
The Cornerstone Investors have, severally and not jointly, indicated an interest in purchasing up to an aggregate of US$7 billion of the ADSs
offered in this offering at the initial public offering price and on the same terms and conditions as the other purchasers in this offering. Because these indications of interest are not binding agreements or commitments to purchase, any of the
Cornerstone Investors may determine to purchase more, fewer, or no ADSs in this offering, or the underwriters may determine to sell more, fewer, or no ADSs to any of the Cornerstone Investors. If any of the Cornerstone Investors are allocated a
portion or all of, or more than, the ADSs in which they have indicated an interest in purchasing in this offering, their election to purchase any such ADSs could reduce the available public float for our ADSs.
If securities or industry analysts do not publish research reports about our business, or publish negative reports about our business, the prices
or trading volumes of our common shares and the ADSs could decline.
The trading market for our common shares and the ADSs will depend in
part on the research and reports that securities or industry analysts publish about us, our business, our market or our competitors. If no securities or industry analysts covers us, the trading price for our common shares and the ADSs may be
negatively impacted. If one or more of the analysts who covers us downgrades us or releases negative publicity about our common shares and ADSs, our share price would likely decline. If one or more of these analysts ceases to cover us or fails to
regularly publish reports on us, interest in our common shares and the ADSs may decrease, which may cause our share price or trading volume to decline.
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As a foreign private issuer, we will have different disclosure and other requirements than U.S.
domestic registrants.
As a foreign private issuer, we are subject to different disclosure and other requirements than domestic U.S.
registrants. For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly
reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants
under Section 14 of the Exchange Act or the short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we intend to rely on exemptions from certain U.S. rules which will permit us to
follow Korean legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants.
Furthermore, foreign
private issuers are required to file their annual report on Form 20-F within four months after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their
annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are required to file reports on Form 6-K
disclosing the information which we have made or are required to make public pursuant to Korean law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that
is required to be disclosed to shareholders of a U.S. company.
We cannot predict if investors will find our common shares or the ADSs less
attractive because we will rely on these exemptions. If some investors find our common shares and the ADSs less attractive as a result, there may be a less active trading market for our common shares and the ADSs and our share price may be more
volatile.
An active trading market for our ADSs may not develop or be sustained.
Prior to the completion of this offering, there has been no public market for our ADSs. Although we have been approved to list our ADSs on the Nasdaq
under the symbol “SKHY,” an active trading market for our ADSs may never develop or be sustained following this offering. If an active trading market does not develop or is not sustained, you may have difficulty selling your ADSs at an
attractive price, or at all. An inactive market may also impair our ability to raise capital by selling our ADSs and our ability to acquire other companies, products or technologies by using our ADSs as consideration.
If you purchase our ADSs in this offering, you will experience substantial and immediate dilution.
If you purchase ADSs in this offering, you will experience immediate dilution of US$131.06 per ADS in the net tangible book value of your ADSs after
giving effect to the offering at the initial public offering price of US$149.00 per ADS (based on 708,297,021 common shares outstanding as of March 31, 2026), because the price that you pay will be substantially greater than the net tangible
book value per ADS that you acquire. For a further description of the dilution that you will experience immediately after this offering, see “Dilution.”
ADS holders may be unable to exercise voting rights with respect to the common shares underlying the ADSs at our shareholders’ meetings.
As a holder of ADSs, under Korean law you are not treated as one of our shareholders and will not have the ability to exercise shareholder
rights. Instead, the depositary is treated as our shareholder
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under Korean law, and your rights as an ADS holder are governed by the deposit agreement. As a holder of ADSs, you will not have direct shareholder rights and may exercise voting rights with
respect to the shares represented by the ADSs only in accordance with the deposit agreement relating to the ADSs. There are no provisions under Korean law or under our articles of incorporation that limit the exercise by ADS holders of their voting
rights through the depositary with respect to the underlying common shares. However, there are practical limitations on the ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with
these holders. ADS holders may be unable to exercise voting rights with respect to the common shares underlying the ADSs as a result of these practical limitations. Except as described in this prospectus, holders of our ADSs will not be able to
exercise voting rights attaching to the common shares.
Substantial sales of our common shares or the ADSs after the offering could
cause the price of our common shares or the ADSs to decrease.
The market price of our common shares and the ADSs may decline as a result of
sales of a large number of common shares and the ADSs in the market after this offering or the perception that these sales may occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity
securities in the future at a time and at a price that we deem appropriate.
Our shareholders or entities controlled by them or their permitted
transferees will be able to sell their shares in the public market from time to time without registering them, subject to certain limitations on the timing, amount and method of those sales imposed by regulations promulgated by the SEC, as well as
any other regulation (including anti-trust rules) that may apply. If any of shareholders, the affiliated entities controlled by them or their respective permitted transferees were to sell a large number of their shares, the market price of our
common shares and the ADSs may decline significantly. In addition, the perception in the public markets that sales by them might occur may also adversely affect the market price of our common shares and the ADSs.
You may not receive distributions on the common shares represented by the ADSs or any value for them if it is illegal or impractical to make them
available to holders of ADSs.
The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives
on the ADSs after deducting its fees and expenses. You will receive these distributions in proportion to the number of common shares your ADSs represent. However, in accordance with the limitations set forth in the deposit agreement, it may be
unlawful or not feasible to make a distribution available to holders of ADSs. We have no obligation to take any other action to permit the distribution of the ADSs, common shares, rights or anything else to holders of the ADSs. This means that you
may not receive the distributions we make on the ADSs or any value from them if it is unlawful or not feasible to make them available to you. These restrictions may have an adverse effect on the value of your ADSs.
Holders of ADSs may be subject to limitations on transfer of their ADSs.
ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems
expedient in connection with the performance of its duties and in emergencies, and on weekends and public holidays. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a
rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. In addition, the depositary may refuse to deliver, transfer, or register transfers of ADSs generally when our
books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for
any other reason.
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If you surrender your ADSs in order to withdraw the underlying common shares, you may not be
allowed to deposit the common shares again to obtain ADSs.
Under the deposit agreement, holders of our common shares may deposit those
shares with the depositary’s custodian in Korea and obtain ADSs, and holders of ADSs may surrender ADSs to the depositary and receive our common shares. However, under the terms of the deposit agreement, the depositary is required to obtain
our prior consent to any such deposit if, after giving effect to such deposit, the total number of our common shares represented by ADSs exceeds the limits imposed by applicable laws and regulations or our articles of incorporation, or otherwise
exceeds a specified maximum that we may establish from time to time, subject to adjustment under certain circumstances. In addition, the depositary or the custodian may not accept deposits of our common shares for issuance of ADSs under
certain circumstances, including if it has been determined by us that we should block the deposit to prevent a violation of applicable Korean laws and regulations or our articles of incorporation, or if any securities registration statement or
other filing that we may be required to make with any governmental authority in Korea in connection with such deposit is not made by us. It is possible that we may not give such consent or make such securities registration statement or other filing.
Accordingly, if you surrender ADSs and withdraw the underlying common shares, you may not be allowed to deposit the common shares again to
obtain ADSs. See “Korean Foreign Exchange Controls and Securities Regulations — Government Review of Issuances of ADSs.”
You may not be able to exercise preemptive rights for additional common shares and may suffer dilution of your equity interest in us.
The KCC and our articles of incorporation require us, with some exceptions, to offer shareholders the right to subscribe for new shares in proportion to
their existing ownership percentage whenever new shares are issued. Such subscription rights will not apply to this offering. If we offer a right to subscribe for additional new common shares or any other rights of similar nature, the depositary,
after consultation with us, may make the rights available to you or use reasonable efforts to dispose of the rights on your behalf and make the net proceeds available to you. The depositary, however, is not required to make available to you any
rights to purchase any additional common shares unless it deems that doing so is lawful and feasible and:
a registration statement filed by us under the Securities Act is in effect with respect to those shares; or
the offering and sale of those shares is exempt from, or is not subject to, the registration requirements of the Securities
Act.
The offering of ADSs and the underlying common shares in connection with this offering are being registered pursuant to the
Registration Statement on Form F-1 of which this prospectus forms a part and the issuance of the ADSs by the depositary is being concurrently registered on Form F-6. Following completion of this offering, we are under no obligation to file any
registration statement with respect to any ADSs. If a registration statement is required for you to exercise preemptive rights but is not filed by us, you may not be able to exercise your preemptive rights for additional common shares. As a result,
you may suffer dilution of your equity interest in us.
We may amend the deposit agreement without your consent and for any reason
and, if you disagree with our amendments, your choices will be limited to selling the ADSs or surrendering the ADSs for cancelation and withdrawing the underlying common shares.
We may agree with the depositary to amend the deposit agreement without your consent and for any reason. If an amendment increases fees to be charged to
ADS holders or prejudices a substantial existing
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right of ADS holders, it will not become effective until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by
continuing to hold your ADSs, to have agreed to the amendment and to be bound by the amended deposit agreement. If you do not agree with an amendment to the deposit agreement, your choices will be limited to selling the ADSs or surrendering the ADSs
for cancelation and withdrawing the underlying common shares. No assurance can be given that a sale of ADSs could be made at a price satisfactory to you in such circumstances.
Holders of ADSs will not be able to exercise dissenter’s rights unless they have surrendered the ADSs for cancelation, and withdrawn the
underlying common shares and become our direct shareholders.
In some limited circumstances, including the transfer of the whole or any
significant part of our business and our merger or consolidation with another company, dissenting shareholders have the right to require us to purchase their shares under Korean law. A holder of ADSs will not be able to exercise dissenter’s
rights unless such holder has surrendered the ADSs for cancelation, and withdrawn the underlying common shares and become our direct shareholder. See “Description of Articles of Incorporation and Capital Stock — Rights of Dissenting
Shareholders.”
Fluctuations in the exchange rate between the Won and the U.S. dollar may have a material adverse effect on the
value of the ADSs or the common shares in U.S. dollar terms.
Cash dividends, if any, in respect of the common shares represented by the ADSs
will be paid to the depositary in Won and then converted by the depositary into U.S. dollars, subject to certain conditions. Accordingly, fluctuations in the exchange rate between the Won and the U.S. dollar will affect, among other things, the
amounts a holder will receive from the depositary in respect of dividends, the U.S. dollar value of the proceeds that a holder would receive upon sale in Korea of the common shares obtained upon surrender of the ADSs and the secondary market price
of the ADSs.
Our common shares are traded on the KRX KOSPI Market and our ADSs will trade on the Nasdaq, which may result in price variations
and adversely affect the liquidity and value of the ADSs.
Our common shares are traded on the KRX KOSPI Market and our ADSs will trade on
the Nasdaq. Trading in our ADSs or common shares on these markets takes place in different currencies (U.S. dollars on the Nasdaq and Korean Won on the KRX KOSPI Market), at different times (resulting from different time zones, different
trading days and different public holidays in the United States and Korea) and among a different investor base. The trading prices of our common shares and our ADSs on these two markets may differ due to these and other factors. Any
decrease in the price of our common shares on the KRX KOSPI Market could cause a decrease in the trading price of our ADSs on the Nasdaq. Investors could seek to sell or buy our common shares or ADSs to take advantage of any price differences
between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our common share prices on the KRX KOSPI Market and the ADSs on the Nasdaq. In addition, holders of ADSs cannot
immediately surrender their ADSs and withdraw the underlying common shares for trading on the KRX KOSPI Market without effecting necessary procedures with the depositary. This could result in time delays and additional cost for holders of ADSs.
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We will be required to assess our internal control over financial reporting on an annual basis
and any future adverse findings from such assessment could result in a loss of investor confidence in our financial reports, and significant expenses to remediate any internal control deficiencies and could ultimately have an adverse effect on the
market price of the ADSs.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with the second annual report we file
with the SEC, our management will be required to report on the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial
reporting are complex and require significant documentation, testing and possible remediation. We are currently in the process of reviewing, documenting and testing our internal control over financial reporting, and can provide no assurance that
from time to time we will not identify concerns that could require remediation. We may encounter problems or delays in completing the implementation of any changes necessary to make a favorable assessment of our internal control over financial
reporting. In connection with the attestation process by our independent registered public accounting firm, we may encounter problems or delays in completing the implementation of any requested improvements and receiving a favorable attestation. In
addition, if we fail to maintain the adequacy of our internal control over financial reporting we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404
which may have an adverse effect on us.
The requirements of being a public company may strain our resources, divert management’s
attention and affect our ability to attract and retain qualified board members.
Following the completion of the offering, we will be
required to comply with various regulatory and reporting requirements, including those required by the SEC, in addition to our existing reporting requirements by the Korea Exchange. Complying with these reporting and regulatory requirements will be
time consuming, resulting in increased costs to us or other adverse consequences. As a public company, we will be subject to the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley Act, as well as to the Financial
Investment Services and Capital Markets Act (the “FSCMA”) and Korea Exchange public disclosure rules. These requirements may place a strain on our systems and resources. The Exchange Act applicable to us requires that we file annual and
current reports with respect to our business and financial condition. Likewise, the FSCMA and Korea Exchange public disclosure rules require that we make annual, semi-annual and quarterly filings and that we comply with disclosure obligations
including current reports. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and
procedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements
applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, results of operations and financial condition.
As a foreign private issuer, we are not subject to certain corporate governance rules applicable to U.S. listed companies.
We rely on a provision in the Nasdaq corporate governance listing standards that allows us to follow Korean law with regard to certain aspects of
corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the Nasdaq. For example, we are exempt from
Nasdaq regulations that require a listed U.S. company, among other things, to:
have a majority of the board of directors consist of independent directors;
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require non-management directors to meet on a regular basis without management
present;
have an independent compensation committee;
have an independent nominating committee; and
seek shareholder approval for the implementation of certain equity compensation plans and issuances of common shares.
As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. See
“Management — Foreign Private Issuer Status.” While our Audit Committee is required to comply with the provisions of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies
listed on the Nasdaq, because we are a foreign private issuer, our Audit Committee is not subject to additional Nasdaq corporate governance requirements applicable to listed U.S. companies, including the requirements to have a minimum of three
members and to affirmatively determine that all members are “independent,” using more stringent criteria than those applicable to us as a foreign private issuer.
We will have broad discretion in the use of the net proceeds to us from this offering.
The Board and management will retain broad discretion in the application, and timing of application, of the net proceeds to us from the offering. See
“Use of Proceeds.” You may not agree with how we use such net proceeds. There can be no assurance regarding the results and the effectiveness of our use of such net proceeds.
In making your investment decision, you should not rely on information in public media that is published by third parties. You should rely only on
statements made in this prospectus in determining whether to purchase our shares.
You should carefully evaluate all of the information in
this prospectus. We have in the past received, and may continue to receive, a high degree of media coverage, including coverage that is not directly attributable to statements made by our officers or employees, that incorrectly reports on statements
made by our officers or employees, or that is misleading as a result of omitting information provided by us, our officers, or employees. You should rely only on the information contained in this prospectus (or in a related free writing prospectus)
in determining whether to purchase our common shares or ADSs.
We may be subject to securities class actions, which may harm our
business and operating results.
Companies that have experienced volatility in the market price of their stock have been subject to
securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and damages and divert management’s attention from other business concerns,
which could seriously harm our business, results of operations, financial condition or cash flows.
We may also be called on to defend ourselves
against lawsuits relating to our business operations. Some of these claims may seek significant damage amounts due to the nature of our business. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of
any such proceedings. A future unfavorable outcome in a legal proceeding could have an adverse impact on our business, financial condition, and results of operations. In addition, current and future litigation, regardless of its merits, could result
in substantial legal fees, settlement or judgment costs, and a diversion of management’s attention and resources that are needed to successfully run our business.
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It may be difficult to enforce civil liabilities against us or our directors or officers.
We are a corporation organized under the laws of Korea. A majority of our directors and officers and certain other persons named in this
prospectus reside in Korea, and a significant portion of the assets of the directors and officers and certain other persons named in this prospectus and a substantial majority of our assets are located in Korea. As a result, it may not be possible
for investors to effect service of process within the United States upon us or such persons or to enforce against any of them in the United States court judgments obtained in U.S. courts, including judgments predicated upon the civil liability
provisions of the securities laws of the United States or any State or territory within the United States. There is doubt as to the enforceability in Korea, either in original actions or in actions for enforcement of judgments of U.S. courts, of
civil liabilities predicated on the securities laws of the United States or any State or territory within the United States. See “Enforceability of Civil Liabilities.”
ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable
outcomes to the plaintiff(s) in any such action.
The deposit agreement provides that, to the fullest extent permitted by law, holders and
beneficial owners of ADSs, including those holders and owners who acquire ADSs in secondary transactions, irrevocably waive the right to a jury trial in any suit, action or proceeding against us or the depositary directly or indirectly arising out
of, based on or relating in any way to, our shares or other deposited securities, the ADSs or the ADRs, the deposit agreement or any transaction contemplated therein, or the breach thereof (whether based on contract, tort, common law or any other
theory), including any suit, action, claim or proceeding under the U.S. federal securities laws. As the jury trial waiver relates to claims arising out of or relating to the ADSs or the deposit agreement, we believe that the waiver would likely
continue to apply to ADS holders or beneficial owners who withdraw the common shares from the ADS facility with respect to claims arising before the cancellation of the ADSs and the withdrawal of the common shares, and the waiver would likely not
apply to ADS holders or beneficial owners who subsequently withdraw the common shares represented by ADSs from the ADS facility with respect to claims arising after the withdrawal. However, to our knowledge, there has been no case law on the
applicability of the jury trial waiver to ADS holders or beneficial owners who withdraw the common shares represented by the ADSs from the ADS facility.
If we or the depositary opposed a demand for jury trial relying on the above-mentioned jury trial waiver, it is up to the court to determine whether
such waiver was enforceable considering the facts and circumstances of that case in accordance with the applicable state and federal law. If this jury trial waiver provision is prohibited by applicable law, an action could nevertheless proceed under
the terms of the deposit agreement with a jury trial. To our knowledge, the enforceability of a jury trial waiver under the federal securities laws has not been finally adjudicated by a federal court or by the United States Supreme Court.
Nonetheless, we believe that a jury trial waiver provision is generally enforceable under the laws of the State of New York, which govern the deposit agreement. In determining whether to enforce a contractual
pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect
to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before acquiring the ADSs and becoming subject to the terms of the deposit agreement.
If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit
agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits
against us and/or the depositary as well as increasing the costs associated with bringing a claim. If a lawsuit is
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brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different
civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge
or justice hearing such claims, and the venue of the hearing.
No condition, stipulation or provision of the deposit agreement or ADSs serves as a
waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of U.S. federal securities laws. You can identify these statements because they
are not limited to historical fact or they use words such as “outlook,” “may,” “will,” “should,” “could,” “would,” “believe,” “anticipate,”
“plan,” “expect,” “estimate,” “forecast,” “confident,” “opportunities,” “goal,” “prospect,” “positioned,” “intend,”
“committed,” “continue,” “future,” “guidance,” “years ahead,” “looking ahead,” “going forward,” “focused on,” “will likely result,”
“can,” “project,” “accelerate,” “schedule,” “on track,” “seek,” “ensure,” “potential,” “pipeline,” “objective,” “focused
on,” “predict,” “look to,” “likely to,” “scheduled to,” or “subject to” and similar expressions that concern our strategy, plans, intentions, initiatives, or beliefs about future
occurrences or results.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the
date on which they are made. There is no assurance that the expected events, trends or results will actually occur and we and the underwriters undertake no obligation to update publicly or revise any forward-looking statements and estimates whether
as a result of new information, future events or otherwise.
Forward-looking statements include, but are not limited to, statements regarding our
current belief or expectations as of the date of this prospectus and estimates on future events and trends that affect or may affect our business, financial condition, results of operations, liquidity, prospects and the trading price of our common
shares or the ADSs, including our growth plan and pipeline of new projects. Although such forward-looking statements are based on assumptions and information currently available to us, which we believe to be reasonable, none of the forward-looking
statements, whether expressed or implied, are indicative of or guarantee future results. Given such limitations, you should not make any investment decision on the basis of the forward-looking statements contained in this prospectus.
All forward-looking statements are subject to risks, uncertainties and other factors (including, without limitation, those described under “Risk
Factors”) that may cause our actual results to differ materially from those which we expected. Key factors that could cause actual results to differ materially from the expectations expressed in or implied by such forward-looking statements,
include, but are not limited to:
general economic, business and political conditions;
trends in the global semiconductor industry;
market conditions and business outlook for our products;
fluctuations in prices of raw materials;
adverse trends in regulatory, legislative and judicial developments;
changes in interest rates and currency exchange rates;
factors affecting future profitability;
seasonality;
our leverage and our ability to meet our debt obligations;
conditions in the Korean and the global financial markets;
occurrences of widespread infectious diseases such as COVID-19; and
additional matters identified in “Risk Factors.”
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We caution you that the foregoing list of significant factors may not contain all of the material
factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this prospectus may not in fact occur. Many of these risks are beyond our ability to
control or predict. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this prospectus.
We caution you that the important factors referenced above may not contain all of the factors that are important to you. We cannot assure you that we
will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. We undertake no obligation, and specifically disclaim
any duty, to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as may be required by law. As a result of these risks and uncertainties, we caution you not to place undue reliance on any
forward-looking statements included in this prospectus or that may be made elsewhere from time to time by, or on behalf of, us.
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USE OF PROCEEDS
We estimate that the net proceeds from our issuance and sale of 17,790,000 common shares represented by ADSs in the offering will be approximately
US$26.2 billion, after deducting the underwriting discount and commissions and estimated offering expenses payable by us, and based on the initial public offering price of US$149.00 per ADS.
We intend to use the net proceeds we receive from this offering for (i) capital expenditures of W 45.5 trillion related to the construction of our production facilities in Korea as indicated below and (ii) our acquisition of EUV scanners, which we expect will cost approximately W 11.9 trillion and receive delivery by December 2027. We expect to fund the amounts required to complete the construction and acquisitions in excess
of the net proceeds from this offering using cash flows from our operating activities, borrowings under current and future credit facilities and debt securities and other funding resources.
Project
Targeted
Completion
Date of Planned
Investments
Total
Expected
Cost of
Project (1)
Previously
Invested
Amount (2)
Additional Planned Investment Amount (1)
Total
2026
2027
2028
2029
2030
(In trillions of Won)
Fab 1 at the Yongin complex, Korea (3)
End of 2030
W
31.0
W
4.4
W
26.6
W
7.4
W
10.1
W
6.6
W
2.5
W
0.0
P&T7 (advanced packing plant) in Cheongju,
Korea (4)
End of 2030
19.0
0.1
18.9
0.5
2.1
2.7
5.8
7.8
Total
W
50.0
W
4.5
W
45.5
W
7.9
W
12.2
W
9.3
W
8.3
W
7.8
(1)
Estimates only and are subject to change depending on prevailing market conditions, changes in construction process
specifications, exchange rates and other factors.
(2)
As of May 31, 2026.
(3)
Not including installation of equipment.
(4)
Including installation of equipment.
We periodically adjust our capital expenditure plans based on market demand for our products, the production outlook of the global memory semiconductor
industry and general global economic conditions. We may adjust our use of proceeds based on our assessment of such market conditions.
Pending our
use of the net proceeds from this offering as described above, we may invest the net proceeds that we receive in this offering in interest-earning instruments.
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DIVIDENDS AND DIVIDEND POLICY
We declare dividends annually at the annual general meeting of shareholders, which is generally held within three months after the end of the fiscal
year. For the purpose of determining the shareholders who are entitled to annual dividends, we may set a record date with at least two weeks’ prior public notice by a resolution of the Board. We may distribute annual dividends in cash, in
shares or in other forms. However, a dividend of shares must be distributed at par value. Dividends in shares may not exceed one-half of the annual dividend. Our obligation to pay dividend expires if no claim
to dividend is made for five years from the payment date.
Under the KCC, we may pay an annual dividend only out of the excess of our net assets, on
a non-consolidated basis, over the sum of (1) our stated capital, (2) the total amount of our capital surplus reserve and earned surplus reserve accumulated up to the end of the relevant dividend
period, (3) the earned surplus reserve to be set aside for the annual dividends and (4) the increase in our net asset value resulting from the evaluation of our assets and liabilities that has not been offset against unrealized losses. We
may not pay an annual dividend unless we have set aside as earned surplus reserve an amount equal to at least 10.0% of the cash portion of the annual dividend or until we have accumulated an earned surplus reserve of not less than one-half of our stated capital. We may not use our legal reserve to pay cash dividends but may transfer amounts from our legal reserve to capital stock or use our legal reserve to reduce an accumulated deficit.
In addition, the FSCMA and our articles of incorporation (pursuant to an amendment approved at the annual general meeting of our shareholders on March
30, 2022) provide that, in addition to annual dividends, we may pay quarterly dividends. Unlike annual dividends, the decision to pay quarterly dividends can be made by a resolution of the Board and is not subject to shareholder approval. For the
purpose of determining the shareholders who are entitled to quarterly dividends, we may set a record date with at least two weeks’ prior public notice by a resolution of the Board. The Board’s resolution to declare quarterly dividends
needs to take place within 45 days of March 31, June 30 or September 30 of the relevant fiscal year. Any quarterly dividends must be paid in cash. No assurance can be given as to the amount of future dividends on our common shares or
that any such dividends will be declared. See “Description of Articles of Incorporation and Capital Stock —Dividends.”
Under the FSCMA, the total amount of quarterly dividends payable in a fiscal year may not be more than the net assets on the non-consolidated balance sheet of the immediately preceding fiscal year, after deducting (1) our capital in the immediately preceding fiscal year, (2) the aggregate amount of our capital surplus reserves
and earned surplus reserves accumulated up to the immediately preceding fiscal year, (3) the amount of earnings for dividend payments confirmed at the general shareholders’ meeting with respect to the immediately preceding fiscal year and
(4) the amount of earned surplus reserve that should be set aside for the current fiscal year following the quarterly dividend payment. In addition, no quarterly dividends can be paid if there is a concern over our net assets on a non-consolidated basis at the end of the current fiscal year falling short of the aggregate sum of (1) our stated capital, (2) the total amount of our capital surplus reserve and earned surplus reserve
accumulated up to the end of the current fiscal year, (3) the earned surplus reserve to be set aside for the annual dividends with respect to the current fiscal year and (4) the increase in our net asset value resulting from the evaluation
of our assets and liabilities that has not been offset against unrealized losses.
Our obligation to pay annual or quarterly dividends expires if no
claims to such dividends are made for a period of five years from the payment date.
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The following table sets forth the quarterly and annual dividend per share and the aggregate total
amount of dividends paid, as well as the number of outstanding shares entitled to dividends, with respect to the quarter ended March 31, 2026 and the years ended December 31, 2023, 2024 and 2025. The annual dividend was paid in the immediately
following year, and the quarterly dividends were paid in the same year.
Dividend Type
Dividend
per Share
(In Won)
Total Amount
of Dividends
(In billions
of Won)
Number of
Shares Entitled
to Dividend
Quarterly dividend (for the period ended March 31, 2023)
W
300
W
206
688,059,197
Quarterly dividend (for the period ended June 30, 2023)
300
206
688,090,311
Quarterly dividend (for the period ended September 30, 2023)
300
206
688,116,189
Annual dividend (for the year ended December 31, 2023)
300
206
688,138,649
Quarterly dividend (for the period ended March 31, 2024)
300
207
688,614,914
Quarterly dividend (for the period ended June 30, 2024)
300
207
688,617,645
Quarterly dividend (for the period ended September 30, 2024)
300
207
689,038,731
Annual dividend (for the year ended December 31, 2024)
1,304
900
690,344,530
Quarterly dividend (for the period ended March 31, 2025)
375
259
690,412,123
Quarterly dividend (for the period ended June 30, 2025)
375
259
690,455,268
Quarterly dividend (for the period ended September 30, 2025)
375
263
701,684,263
Annual dividend (for the year ended December 31, 2025)
1,875
1,328
708,113,147
Quarterly dividend (for the period ended March 31, 2026)
375
267
711,073,295
We distribute dividends to our shareholders in proportion to the number of shares owned by each shareholder.
In November 2024, the Board approved our shareholder return policy for the fiscal years 2025 through 2027. Such policy contemplated that we would pay an
aggregate dividend amount of W 1,500 per share with respect to each fiscal year in four equal quarterly installments of W 375 per quarter. We may contemplate providing additional shareholder return if we expect to generate a material amount of excess cash flow.
If we pay any dividends on our common shares, we will pay those dividends which are payable in respect of the common shares underlying our ADSs to the
depositary, as the registered holder of such common shares, and the depositary then will pay such amounts to our ADS holders in proportion to the common shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit
agreement, including the fees and expenses payable thereunder. Cash dividends on our common shares, if any, will be paid in U.S. dollars. See “Description of American Depositary Shares.”
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MARKET PRICE INFORMATION
Our common shares are listed on the KRX KOSPI Market under the identification code “000660.” Our common shares are also listed on the
Luxembourg Stock Exchange under the symbol “HYNSE” in the form of global depositary receipts evidencing global depositary shares, with each global depositary share representing one common share.
The table below sets forth, for the periods indicated, the high and low closing prices and the average daily volume of trading activity on the KRX KOSPI
Market for our common shares.
KRX KOSPI Market
Closing Price Per
Common Stock
Average Daily
Trading Volume
High
Low
(in Won)
(in thousands of
shares)
2021
148,500
91,500
4,131
2022
133,000
75,000
3,311
2023
141,500
75,600
3,432
First Quarter
94,900
75,600
2,903
Second Quarter
119,500
83,800
4,127
Third Quarter
128,000
110,300
3,258
Fourth Quarter
141,500
115,400
3,453
2024
241,000
131,000
4,363
First Quarter
183,000
131,000
3,943
Second Quarter
237,500
170,600
3,757
Third Quarter
241,000
152,800
5,810
Fourth Quarter
201,000
158,800
3,909
2025
651,000
164,800
3,765
First Quarter
225,500
171,200
3,967
Second Quarter
293,000
164,800
3,675
Third Quarter
361,000
245,000
3,338
Fourth Quarter
651,000
360,000
4,130
2026 (through July 8)
2,919,000
677,000
5,028
First Quarter
1,099,000
677,000
4,680
Second Quarter
2,919,000
830,000
5,245
Third Quarter (through July 8)
2,560,000
2,076,000
6,252
July (through July 8)
2,560,000
2,076,000
6,252
Source: KRX
KOSPI Market
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EXCHANGE RATES
The tables below set forth, for the periods and dates indicated, information concerning the noon buying rate for Won, expressed in Won per one U.S.
dollar. The “noon buying rate” is the rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. We do not intend to imply that the Won or U.S. dollar
amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Won, as the case may be, at any particular rate, or at all. On July 2, 2026, the noon buying rate was W 1,538.1 to US$1.00.
Won per U.S. dollar (noon buying rate)
Low
High
Average (1)
Period-End
2021
1,081.6
1,198.7
1,144.9
1,188.6
2022
1,187.0
1,440.5
1,291.8
1,260.2
2023
1,220.3
1,362.9
1,306.8
1,291.0
2024
1,300.5
1,477.9
1,363.4
1,477.9
2025
1,353.5
1,481.5
1,421.4
1,444.6
2026 (through July 2)
1,427.1
1,556.0
1,484.3
1,538.1
January
1,433.8
1,478.3
1,455.5
1,444.5
February
1,427.1
1,463.1
1,447.3
1,439.8
March
1,439.8
1,523.5
1,490.5
1,523.5
April
1,461.7
1,511.3
1,483.8
1,477.9
May
1,447.0
1,517.3
1,488.4
1,504.0
June
1,508.1
1,556.0
1,529.5
1,548.8
July (through July 2)
1,538.1
1,550.6
1,544.3
1,538.1
Source: Federal
Reserve Bank of New York
(1)
The average rate for each period is calculated as the average of the noon buying rates on each business day during the
relevant period (or portion thereof).
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CAPITALIZATION
The table below sets forth the current portion of our long-term debt and our capitalization as of March 31, 2026, as follows:
on a historical basis; and
as adjusted, to reflect the estimated net proceeds from the issuance and sale of the ADSs by us in the offering at the
public offering price of US$149.00 per ADS, and after deducting the underwriting discount and commissions and estimated offering expenses payable by us. Our total capitalization may be different in the event that we do not allocate the net proceeds
of this offering as described under “Use of Proceeds.”
You should read this table in conjunction with
“Presentation of Financial and Other Information” “Use of Proceeds,” “Summary Financial and Other Information,” “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and our Audited Financial Statements and Interim Financial Statements, together with the notes thereto, in each case included elsewhere in this prospectus. The current portion of our long-term debt and our capitalization following
the closing of the offering (including the use of proceeds therefrom) will be adjusted based on the actual offering price and other terms of this offering determined at pricing.
As of March 31, 2026
Actual
As Adjusted (1)
(In billions of Won)
Current portion of long-term debt:
Current portion of long-term borrowings
W
1,716
W
1,716
Current portion of debentures (2)
1,652
1,652
Total current portion of long-term debt
3,369
3,369
Long-term debt:
Borrowings
13,427
13,427
Total long-term debt
13,427
13,427
Equity:
Equity attributable to owners of the parent company
Capital stock
3,658
3,747
Capital surplus
8,510
48,383
Other equity
(368
)
(368
)
Accumulated other comprehensive income
3,745
3,745
Retained earnings
148,746
148,746
Total equity attributable to owners of the parent company
164,291
204,253
Non-controlling interest
89
89
Total equity
164,380
204,342
Total capitalization
W
177,807
W
217,769
(1)
As adjusted to reflect the estimated net proceeds from the issuance and sale of 17,790,000 common shares represented by
ADSs by us in the offering at the public offering price of US$149.00 per ADS, and after deducting the underwriting discount and commissions and estimated offering expenses payable by us, which amount is converted into Won at the exchange rate of W 1,523.5 per US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States.
(2)
Includes the carrying value of our exchangeable bonds due 2030. On April 28, 2026, we exercised our option to redeem the
entire balance of such exchangeable bonds remaining outstanding as of the end of May 18, 2026, and we completed such redemption on May 28, 2026. See Notes 14 and 32(2) of the notes to the Interim Financial Statements for further information.
Except as set forth herein, there has been no other material change to our capitalization since March 31, 2026.
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DILUTION
As of March 31, 2026, our outstanding capital stock (not including treasury shares) consisted of 708,297,021 common shares. If you invest in
our ADSs in the offering, your ownership interest will be diluted to the extent of the difference between the offering price per ADS and the net book value per ADS upon the completion of the offering. Dilution results from the fact that the per-ADS offering price of ADS in the offering could be substantially in excess of the actual book value per ADS. As of March 31, 2026, we had a net tangible book value of W 158,497 billion or US$146.88 per common share or US$14.69 per ADS, based on the exchange rate of
W 1,523.5 per US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States.
Net tangible book value per common share represents the amount of our total tangible assets of W 216,946 billion (total assets less intangible
assets and deferred tax assets) less total liabilities of W 58,449 billion, divided by the total number of our common shares outstanding as of
March 31, 2026.
Dilution of Shareholders’ Interest After the Offering
After giving effect to the sale of the ADSs offered by us in the offering at the offering price of US$149.00 per ADS and, after deducting the
underwriting discount and commissions and estimated offering expenses payable by us, our net tangible book value estimated as of March 31, 2026 would have been US$130,265 million, based on the exchange rate of W 1,523.5 per US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the
United States, representing US$179.41 per common share and US$17.94 per ADS. This represents an immediate increase in net tangible book value of US$32.53 per common share and US$3.25 per ADS to existing shareholders, and an immediate
dilution in tangible book value of US$1,310.59 per common share and US$131.06 per ADS to purchasers of ADSs in the offering. Dilution for this purpose represents the difference between the price per common share paid by these purchasers and net
tangible book value per common share immediately after the completion of the offering.
The following table shows the dilution to investors
purchasing our ADSs in the offering:
US$ per
Common
Share
US$ per ADS
Offering price per common share/ADS
1,490.00
149.00
Net tangible book value per common share/ADS as of March 31, 2026
146.88
14.69
Increase in net tangible book value per common share/ADS after the offering attributable to
existing shareholders
32.53
3.25
Net tangible book value per common share/ADS after the offering
179.41
17.94
Dilution per common share/ADS to investors (1)
1,310.59
131.06
(1)
Dilution for this purpose represents the difference between the price per common share/ADS paid by the investors in the
offering and the shareholders’ equity value per common share/ADS immediately after the completion of the offering.
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The following table presents, as of March 31, 2026, the number of common shares purchased or to
be purchased from us, the total consideration paid to us or to be paid to us (which includes net proceeds received from the issuance of our common shares) and the average price paid or to be paid to us per common share, in each case by our
directors, other members of our senior management and their respective affiliates during the last five years and by investors participating in this offering at the initial public offering price of US$149.00 per ADS, after deducting underwriting
discount and commissions and estimated offering expenses payable by us:
Common shares purchased
Total consideration
Average price
per common
share (1)
Number
Percent
Amount (1)
(in millions)
Percent
Directors, senior management and affiliates
262,804
1.5
%
US$
42
0.2
%
US$
158.23
New investors
17,790,000
98.5
26,507
99.8
1,490.00
Total
18,052,804
100.0
%
US$
26,549
100.0
%
US$
1,470.61
(1)
Converted into U.S. dollars at the exchange rate of W 1,523.5 per US$1.00, the noon buying rate in effect on March 31, 2026 as quoted by the Federal Reserve Bank of New York in the United States.
The discussion and tables above also assume no exercise of any outstanding stock options. As of March 31, 2026, there were 149,423 shares of our common
stock deliverable upon exercise of outstanding stock options. See “Management — Compensation — Stock Options.” To the extent that any of these options are exercised, there will be further dilution to new investors.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This section contains forward-looking statements that involve risks and uncertainties. Our actual results and the
timing of events may differ significantly from those expressed or implied in these forward-looking statements for several reasons, including those described under “Cautionary Note Regarding Forward-Looking Statements” and “Risk
Factors.”
The following analysis and discussion of our financial condition and results of operations should be read in conjunction
with our Audited Financial Statements and Interim Financial Statements included elsewhere in this prospectus, as well as the information set forth under “Presentation of Financial and Other Information” and “Summary Financial and
Other Information.”
Overview
We are one of
the world’s largest memory semiconductor companies and engage in the design, manufacture and sale of advanced memory semiconductors. In the DRAM market that includes HBM, we were ranked second globally based on revenue with a market share of
29.1% in the first quarter of 2026, according to market research conducted by IDC. In the HBM market, we were ranked first globally based on revenue with a market share of 56.4% in the first quarter of 2026, according to IDC. In addition, we were
the second largest supplier of NAND flash memory based on revenue, with a worldwide market share of 18.5% in the first quarter of 2026, according to IDC. Our memory products can be used in virtually all electronic devices, including graphics cards,
PCs, data center servers, mobile devices such as smartphones and tablets, and other consumer electronics products. We also conduct our foundry business through SK hynix system ic and SK keyfoundry, our wholly-owned subsidiaries.
We sell a wide variety of DRAM and NAND flash memory products with various configuration options, architectures and performance characteristics tailored
to meet application- and customer-specific needs. We believe that we are one of the world’s leading companies in developing DRAMs with advanced specifications, particularly those requiring higher density, faster data-processing speed and lower
power consumption. We are continually developing higher-density DRAM modules, SSDs and other advanced DRAM and NAND flash memory products that are optimized for our customers’ specific applications. In recent years, we have substantially
increased our sales of HBMs. HBMs are advanced memory semiconductors designed to deliver fast data transfers while using less power, making them especially useful in high-performance applications such as GPUs, AI and high-performance computing.
Factors Affecting Our Results of Operations and Financial Condition
Our results of operations and financial condition, including our operating profit and corresponding changes in our operating profit as a percentage of
total revenue (or operating profit margin), have been and will continue to be materially affected by a number of factors and developments, some of which are outside of our control, including:
cyclical nature, volatility and seasonality of the semiconductor industry;
fluctuation in exchange rates of major foreign currencies;
the level of, and returns on, our capital expenditures and production capacity expansion;
changes in our product mix reflecting rapidly evolving customer preferences and advancements in technology;
the level of, and returns on, our investment in our research and development activities; and
our ability to pursue additional operational cost savings.
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Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry
Our business is affected by market conditions in the highly cyclical memory semiconductor industry. The industry’s cyclical demand cycles are due,
in large part, to fluctuations in demand for the end products that use memory semiconductors. The largest end product industries that use memory semiconductors are the information and technology industry and the consumer electronics industry, which
are sensitive to general macroeconomic conditions impacting the global economy. Uncertainties in the global economy have increased in recent years, with global financial and capital markets experiencing substantial volatility. Such uncertainties
have been caused by, and continue to be exacerbated by, among other things, deterioration in economic and trade relations between major economies (particularly between the United States and China), the outbreak of the Russia-Ukraine war in February
2022 and the military conflicts between Iran and other countries, including the United States and Israel, that have destabilized the global energy sector, the slowdown of economic growth in China and other major emerging market economies, adverse
economic and political conditions in Europe and Latin America, continuing geopolitical and social instability in North Korea and various parts of the Middle East and impositions of tariffs and other trade protective measures around the world. Actual
or anticipated improvement or deterioration in economic conditions in any of our major markets may affect customer confidence and spending, resulting in a corresponding fluctuation in consumption of end products that may impact the level of demand
for our products and prices at which they can be sold.
The following table presents changes in our bit sales volumes and average selling prices (in
U.S. dollars) of our DRAMs for each quarter, compared to the immediately preceding quarter, for the periods indicated.
1Q 2023
2Q 2023
3Q 2023
4Q 2023
1Q 2024
2Q 2024
3Q 2024
4Q 2024
1Q 2025
2Q 2025
3Q 2025
4Q 2025
1Q 2026
DRAM Bit
Sales
Volume
Around 20% Decrease
Mid-30% Increase
Around 20% Increase
Low-single% Increase
Mid-teen% Decrease
Low-20% Increase
Slight Decrease
Mid-single% Increase
High-single% Decrease
Mid-20% Increase
High-single% Increase
Low-single% Increase
Flat
DRAM Average
Selling Price
High-teen% Decrease
High-single% Increase
Around 10% Increase
High-teen% Increase
Over 20% Increase
Mid-teen% Increase
Mid-teen% Increase
Around 10% Increase
Flat
Low-single% Increase
Mid-single% Increase
Mid-20% Increase
Mid-60% Increase
The following table presents changes in our bit sales volumes and average selling prices (in U.S. dollars) of our NAND
flash memory products for each quarter, compared to the immediately preceding quarter, for the periods indicated.
1Q 2023
2Q 2023
3Q 2023
4Q 2023
1Q 2024
2Q 2024
3Q 2024
4Q 2024
1Q 2025
2Q 2025
3Q 2025
4Q 2025
1Q 2026
NAND Flash Bit
Sales Volume
Mid-teen% Decrease
Around 50% Increase
Mid-single% Increase
Low-single% Decrease
Flat
Low-single% Decrease
Mid-teen% Decrease
Mid-single% Decrease
High-teen% Decrease
Over 70% Increase
Mid-single% Decrease
Around 10% Increase
Around 10% Decrease
NAND Flash
Average
Selling
Price
Around 10% Decrease
Around 10% Decrease
Slight Decrease
Over 40% Increase
Over 30% Increase
Mid-high-teen% Increase
Mid-teen% Increase
Mid-single% Decrease
Around 20% Decrease
High-single% Decrease
Low-teen% Increase
Low 30% Increase
Mid 70% Increase
The long lead times for new facilities to become operational have in some cases resulted in significant increases in the
industry’s production capacity coinciding with weakening demand, resulting in global oversupply of products and declining prices. Demand growth expectations in the end markets that use memory semiconductors have typically been accompanied by
increased capital investment by manufacturers. In addition, semiconductor manufacturers worldwide have migrated to finer line-width processes and advanced stacking technologies, which have increased the number of bits produced per wafer. These
capital investments and the adoption of new technologies may result in increases in the supply of memory semiconductors that are not matched by commensurate growth in demand in the end markets for such products. From time to time, the memory
semiconductor industry has experienced significant and sometimes prolonged periods of oversupply and weak prices. As a result of such fluctuations in global demand and in the manufacturing capacity available to produce memory semiconductors, our
results of operations may be volatile from period to period.
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Our business is also subject to seasonal variations in demand. Historically, demand for our products
has been lowest in the first quarter and gradually increases in each subsequent quarter, reaching its highest level in the fourth quarter.
Fluctuation in Exchange Rates of Major Foreign Currencies
Our consolidated financial statements are prepared based on the local currency-denominated financial results, assets and liabilities and cash flows of us
and our subsidiaries around the world, which are then translated into Won. There has been considerable volatility in exchange rates in recent years, including exchange rates between the Won and the U.S. dollar. To the extent that we incur costs in
one currency and make sales in another, our profit margins may be affected by changes in the exchange rates between the two currencies. In particular, our investments in manufacturing facilities in China have increased the proportion of our expenses
that are incurred in Chinese Yuan, while our sales in China are denominated in U.S. dollars. Accordingly, an unhedged increase in the value of the Chinese Yuan would increase our construction and manufacturing costs and adversely impact our
profitability. Changes in exchange rates can also affect the Won value of sales proceeds and operating and non-operating costs that are denominated in foreign currencies. We are unable to increase the prices
of our products to adjust fully for the negative effects of exchange rate movements because prices in the memory semiconductor industry are dictated by worldwide supply and demand. In addition, exchange rate fluctuations can affect the Won value of
our equity investments and monetary assets and liabilities denominated in foreign currencies. See “Exchange Rates” and “Risk Factors — Fluctuations in exchange rates may have a material adverse effect on our financial
condition and results of operations.”
Appreciation of the Won may materially and adversely affect our results of operations because, among
other things, it reduces the Won value of our export sales, which are primarily denominated in U.S. dollars, and causes our export products to be less competitive by raising their prices in U.S. dollar terms. On the other hand, depreciation of the
Won would create foreign exchange translation losses and increase the amount, in Won terms, of interest and principal of our foreign currency-denominated debt, as well as increase in Won terms the cost of raw materials and equipment that we purchase
from overseas sources. Under our current operating and capital structure, appreciation of the Won generally has a net negative impact on our operating income. Although the impact of exchange rate fluctuations has in the past been partially mitigated
by hedging strategies, our results of operations have historically been affected by exchange rate fluctuations. See “ — Market Risks — Foreign Exchange Risk” for a sensitivity analysis on our foreign currency exposure from
foreign exchange rate change against the Won.
Level of Our Capital Expenditures and Production Capacity Expansion
We make substantial capital expenditures annually to support our business goals and objectives, and we plan to continue to invest in enhancing and
expanding our production facilities and upgrading our equipment and manufacturing processes. We operate in an especially capital-intensive industry that requires continual investments in capacity expansion, equipment upgrades and migration to
advanced technologies and manufacturing processes. Our cash outflows for acquisitions of property, plant and equipment amounted to W 7,657
billion in the first quarter of 2026 and W 6,284 billion in the first quarter of 2025, and W 27,519 billion in 2025, W 15,946 billion in 2024 and W 8,325 billion in 2023. In 2026, we plan to increase our capital expenditures considerably compared to 2025. In addition to regular maintenance
and enhancement of existing fabs, in October 2025, we opened the cleanroom of a new extension fab called “M15X” in Cheongju, which we plan to utilize to further increase our production capacity of next-generation DRAMs such as HBM. We
began wafer input at the M15X in the first quarter of 2026 and expect to gradually ramp up our production volume. As part of our efforts to ensure our long-term competitiveness, we have also announced initiatives to construct an integrated
industrial complex in Yongin, Korea for our next generation of fabs and research and development
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facilities. We began construction of our first fab at the Yongin complex in February 2025 with the phase 1 cleanroom of the first fab expected to open in the first quarter of 2027. We are
currently constructing an advanced packaging plant called “P&T7” in Cheongju and expect to complete construction by the end of 2027. In December 2024, we also announced plans to build an advanced packaging plant in Indiana, United
States, and expect to commence operations in the second half of 2028.
We plan to continue to invest in enhancing and expanding our production
facilities and upgrading our equipment and manufacturing processes in order to increase our production capacity, achieve additional economies of scale and enable production of new products. We expect that increases in production capacity will enable
us to lower our per-unit manufacturing costs. In addition, we expect that our continued efforts to enhance the efficiency and technical capacities of each successive fab we build will also have a significant
effect on our financial condition and results of operations. We periodically adjust our capital expenditure plans based on market demand for our products, the production outlook of the global memory semiconductor industry and general global economic
conditions. We may delay or not implement some of our announced capital expenditure plans based on our assessment of such market conditions. Production capacity expansion would increase depreciation and amortization expenses and financing costs
related to capital expenditures. The level of our capital expenditures, as well as the returns we are able to achieve on our capital expenditure investments, will affect our financial condition and results of operations.
Changes in Our Product Mix
Our
operating results are significantly impacted by our ability to anticipate and respond to emerging customer preferences and demands. To improve our operating results, we must continually improve our existing products and develop new products. We sell
a wide variety of DRAM and NAND flash memory products with various configuration options, architectures and performance characteristics tailored to meet application- and customer-specific needs. We believe that we are one of the world’s
leading companies in developing DRAMs with advanced specifications, particularly those requiring higher density, faster data-processing speed and lower power consumption. We are continually developing higher-density DRAM modules, SSDs and other
advanced DRAM and NAND flash memory products that are optimized for our customers’ specific applications. In recent years, we have substantially increased our sales of HBMs. HBMs are advanced memory semiconductors designed to deliver fast
data transfers while using less power, making them especially useful in high-performance applications such as GPUs, AI and high-performance computing. We seek to strengthen our relationships with leading manufacturers of GPUs, AI accelerators and
high-performance computing to more effectively meet their needs for HBMs. We believe that our strengths in HBM, server DRAM and eSSD enable us to mitigate the risks associated with the cyclicality of the memory semiconductor market.
As part of our efforts to further strengthen our product portfolio, we acquired the NAND flash memory and storage business of Intel. See “Business
— Investments and Acquisitions.” We have also been striving to diversify our business to areas other than DRAM and NAND flash memory semiconductors in recent years. We have expanded our product portfolio into non-memory semiconductors, such as by engaging in the foundry business through SK hynix system ic and SK keyfoundry, our wholly-owned subsidiaries. From time to time, we adjust our manufacturing facilities in order
to execute changes in our product mix. Changes in our product mix will affect our financial condition and results of operations.
Investment
Levels in Research and Development Activities
We compete in highly competitive global markets characterized by rapidly changing
technologies, evolving industry standards and continual improvements in manufacturing processes and product
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performance features, which results in short product lifecycles, frequent introduction of new products and price erosion of existing products. We believe that continued and timely development of
new technologies and products and enhancements to existing products and manufacturing processes are critical to maintaining and improving our competitive position. Accordingly, we have made, and expect to continue to make, significant investments in
research and development activities. We incurred expenditures on research and development of W 2,550 billion in the first quarter of 2026 and W 1,515 billion in the first quarter of 2025, and
W 6,733 billion in 2025,
W 4,854 billion in 2024 and
W 4,101 billion in 2023. Of such amounts, we capitalized development costs of W 99 billion in the first quarter of 2026 and W 43 billion in the first quarter of 2025,
and W 267 billion in 2025,
W 418 billion in 2024 and
W 351 billion in 2023 as intangible assets. The amounts that we spend on our research and development activities, as well as the returns we
are able to achieve on such investments through the successful development and deployment of next-generation technologies and products, will affect our financial condition and results of operations.
Our Ability to Pursue Additional Operational Cost Savings
The average selling prices of our DRAM and NAND flash memory products have generally been impacted by global market supply and demand dynamics. The
market for our products is highly competitive, and we face intense global competition. Our competitors have in the past used aggressive pricing and marketing strategies in order to maintain or gain market share. Accordingly, the success of our
business depends, in part, on our ability to continually reduce our manufacturing costs and operating expenses. We continually engage in various cost-saving and other expense reduction initiatives intended to reduce costs and increase productivity,
including initiatives aimed at refining our manufacturing processes to increase production yields and reduce production cycle time. Our results of operations and profitability will continue to be affected by our ability to improve our productivity
and enhance the cost efficiency of our operations.
Critical Accounting Policies
The preparation of our financial statements requires us to make difficult, complex and subjective judgments in making the appropriate estimates and
assumptions that affect the amounts reported in our financial statements. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, our
observation of trends in the relevant industry, information provided by our customers and information available from other outside sources, as appropriate. While we believe that our estimates and judgments are reasonable under the circumstances in
which they were made, there can be no assurance that our judgments will prove to be correct or that actual results reported in future periods will not differ from our expectations reflected in our accounting treatment of certain items. See Note 3 of
the notes to the Audited Financial Statements for our critical accounting estimates and assumptions.
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Results of Operations – First Quarter of 2026 Compared to First Quarter of 2025
The following table presents selected income statement data and changes therein for the first quarter of 2026 and the first quarter of 2025.
Changes
For the Three Months Ended
March 31,
First Quarter of 2026 versus
First Quarter of 2025
2026
2025
Amount
%
(In billions of Won, except for percentages)
Revenue
W
52,576
W
17,639
W
34,937
198.1
%
Cost of sales
10,897
7,537
3,360
44.6
Gross profit
41,679
10,102
31,577
312.6
Selling and administrative expenses
1,618
1,190
428
36.0
Research and development expenses
2,451
1,472
980
66.6
Finance income
17,056
2,687
14,369
534.7
Finance expenses
3,023
765
2,259
295.4
Share of loss of equity-accounted investees
(27
)
(41
)
14
(34.9
)
Other income
15
79
(64
)
(81.0
)
Other expenses
15
102
(87
)
(85.7
)
Profit before income tax
51,617
9,299
42,318
455.1
Income tax expense
11,271
1,191
10,080
846.3
Profit for the period
W
40,346
W
8,108
W
32,238
397.6
%
Revenue
The following table presents a breakdown of our revenue by principal product category and changes therein for the first quarter of 2026 and the first
quarter of 2025.
Changes
For the Three Months Ended
March 31,
First Quarter of 2026 versus
First Quarter of 2025
2026
2025
Amount
%
(In billions of Won, except for percentages)
DRAM
W
40,659
W
14,037
W
26,622
189.7
%
NAND flash
11,574
3,229
8,345
258.5
Other products (1)
343
373
(30
)
(8.0
)
Total revenue
W
52,576
W
17,639
W
34,937
198.1
%
(1)
Includes revenue from sales of foundry products, lease income and revenue from certain domestic subsidiaries.
Our revenue increased by 198.1%, or
W 34,937 billion, to W 52,576 billion in
the first quarter of 2026 from W 17,639 billion in the first quarter of 2025, primarily due to increases in revenue from DRAM and NAND flash
sales. Specifically:
Revenue from DRAM sales increased by 189.7%, or
W 26,622 billion, to W 40,659 billion in
the first quarter of 2026 from W 14,037 billion in the first quarter of 2025, primarily due to (i) an increase in the average selling price of
such products and (ii) an increase in their sales volume. The average selling price of DRAMs on a U.S. dollar basis increased significantly in the first quarter of 2026 compared to the first quarter of 2025 reflecting an acceleration in global
demand for DRAMs, particularly for advanced server DRAMs that are used to support the data processing and storage requirements of AI accelerators and data centers. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor
Industry.” Our overall DRAM bit sales volume increased in the first quarter of 2026 compared to the first quarter of 2025 reflecting increases in demand for DRAMs and HBMs. See “— Cyclical Nature, Volatility and Seasonality of the
Semiconductor Industry.”
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Revenue from NAND flash sales increased by 258.5%, or W 8,345 billion, to W 11,574 billion in the first quarter of 2026 from W 3,229 billion in the first quarter of 2025, primarily due to (i) an increase in the average selling price of such products and (ii) an increase in
their sales volume. The average selling price of NAND flash memory products on a U.S. dollar basis increased significantly in the first quarter of 2026 compared to the first quarter of 2025 reflecting a strong increase in global demand across all
our major NAND flash memory product categories, particularly high-density, high-performance eSSDs. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry.” Our overall NAND flash bit sales volume increased
in the first quarter of 2026 compared to the first quarter of 2025 reflecting such increases in demand. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry.”
Revenue from our other products decreased by 8.0%, or W 30 billion, to W 343 billion in the first quarter of 2026 from W 373 billion in the first quarter of 2025, primarily reflecting a decrease in revenue from sales of CISs.
Cost of Sales and Gross Profit
Our
cost of sales increased by 44.6%, or W 3,360 billion, to
W 10,897 billion in the first quarter of 2026 from
W 7,537 billion in the first quarter of 2025, primarily due to increases in (i) salaries, employee benefits and others,
(ii) expenses related to raw materials, supplies and consumables and (iii) depreciation and amortization expenses. Salaries, employee benefits and others increased primarily due to a significant increase in accrued bonuses under our
profit-sharing incentive program, reflecting an improvement in our operating results in the first quarter of 2026 compared to the first quarter of 2025. See “Business — Employees” for a discussion of our profit-sharing incentive
program. Our expenses related to raw materials, supplies and consumables increased to W 3,048 billion in the first quarter of 2026 from W 2,525 billion in the first quarter of 2025 primarily due to increases in our sales volumes of DRAM and NAND flash memory products. Our
depreciation and amortization expenses increased primarily due to an increase in our investments in property, plant and equipment that increased depreciation of certain assets in the first quarter of 2026.
Our gross profit increased by 312.6%, or
W 31,577 billion, to
W 41,679 billion in the first quarter of 2026 from
W 10,102 billion in the first quarter of 2025. Our gross profit margin increased to 79.3% in the first quarter of 2026 from 57.3% in the
first quarter of 2025, primarily due to an increase in revenue reflecting a strong increase in demand for memory semiconductor products and their average selling prices, which outpaced an increase in cost of sales as described above.
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Selling and Administrative Expenses
The following table presents a breakdown of our selling and administrative expenses and changes therein for the first quarter of 2026 and the first
quarter of 2025.
Changes
For the Three Months Ended
March 31,
First Quarter of 2026 versus
First Quarter of 2025
2026
2025
Amount
%
(In billions of Won, except for percentages)
Selling and administrative expenses:
Salaries
W
844
W
438
W
407
92.9
%
Defined benefit plan
13
13
(0
)
(2.2
)
Employee benefits
91
65
26
39.5
Commission
177
193
(16
)
(8.2
)
Depreciation
71
76
(5
)
(6.3
)
Amortization
118
135
(17
)
(12.4
)
Freight and custody charges
17
13
4
28.2
Taxes and dues
43
29
14
48.9
Advertising
26
15
11
74.8
Supplies
39
22
17
75.3
Sales promotion expenses
114
101
13
13.3
Quality control cost
(43
)
(4
)
(39
)
1,076.0
Training
28
27
2
6.6
Others
78
67
11
17.2
Total
W
1,618
W
1,190
W
428
36.0
%
Our selling and administrative expenses increased by 36.0%, or W 428 billion, to W 1,618 billion in the first quarter of 2026 from W 1,190 billion in the first quarter of 2025, primarily due to increases in salaries and employee benefits. Specifically:
Salaries increased by 92.9%, or
W 407 billion, to W 844 billion
in the first quarter of 2026 from W 438 billion in the first quarter of 2025, primarily due to a significant increase in accrued bonuses
under our profit-sharing incentive program, reflecting an improvement in our operating results in the first quarter of 2026 compared to the first quarter of 2025. See “Business — Employees” for a discussion of our profit-sharing
incentive program.
Employee benefits increased by 39.5%, or
W 26 billion, to W 91 billion
in the first quarter of 2026 from W 65 billion in the first quarter of 2025, primarily due to increases in our contribution to the employee
welfare fund and health insurance-related payments.
Our selling and administrative expenses as a percentage of total revenue
decreased to 3.1% in the first quarter of 2026 from 6.7% in the first quarter of 2025.
Research and Development Expenses
The following table presents a breakdown of our research and development expenses and changes therein for the first quarter of 2026 and the first quarter
of 2025.
Changes
For the Three Months Ended
March 31,
First Quarter of 2026 versus
First Quarter of 2025
2026
2025
Amount
%
(In billions of Won, except for percentages)
Research and development expenses:
Expenditure on research and development
W
2,550
W
1,515
W
1,035
68.3
%
Development cost capitalized
(99
)
(43
)
(56
)
128.4
Total
W
2,451
W
1,472
W
980
66.6
%
Our expenditure on research and development, after adjusting for capitalized development cost, increased by 66.6%, or W 980 billion, to W 2,451 billion in
the first quarter of 2026 from W 1,472 billion in
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the first quarter of 2025, primarily reflecting an increase in labor expenses of our research and development personnel and an increase in our AI-related
research and development activities.
Our research and development expenses as a percentage of total revenue decreased to 4.7% in the first quarter
of 2026 from 8.3% in the first quarter of 2025.
Finance Income and Expenses
The following table presents a breakdown of our finance income and expenses and changes therein for the first quarter of 2026 and the first quarter of
2025.
Changes
For the Three Months Ended
March 31,
First Quarter of 2026 versus
First Quarter of 2025
2026
2025
Amount
%
(In billions of Won, except for percentages)
Interest income
W
189
W
106
W
83
78.1
%
Dividend income
3,952
4
3,948
96,116.8
Foreign exchange differences
2,931
629
2,302
366.3
Gain on valuation of financial instruments
9,942
1,900
8,042
423.3
Others
43
48
(6
)
(11.5
)
Total finance income
17,056
2,687
14,369
534.7
Interest expenses
167
258
(91
)
(35.2
)
Foreign exchange differences
1,358
507
851
167.8
Loss on derivatives
1,499
—
1,499
N.A.
(1)
Others
—
0
(0
)
(100.0
)
Total finance expenses
W
3,023
W
765
W
2,259
295.4
%
(1)
N.A. means not applicable.
Our gain on valuation of financial instruments increased by 423.3%, or
W 8,042 billion, to
W 9,942 billion in the first quarter of 2026 from
W 1,900 billion in the first quarter of 2025, which related primarily to our stake in Kioxia. The market value of Kioxia increased
significantly in the first quarter of 2026, reflecting an increase in global demand for memory semiconductor products.
Our dividend income
increased significantly by W 3,948 billion to
W 3,952 billion in the first quarter of 2026 from
W 4 billion in the first quarter of 2025, which related primarily to dividend payments from Kioxia.
Our net gain on foreign exchange differences increased by
W 1,452 billion, to
W 1,573 billion in the first quarter of 2026 from
W 122 billion in the first quarter of 2025, as the Won appreciated against the U.S. dollar during the first quarter of 2025 but depreciated
during the first quarter of 2026. In terms of the noon buying rate, the Won appreciated against the U.S. dollar to W 1,474.4 to US$1.00 as of
March 31, 2025 from W 1,477.9 to US$1.00 as of December 31, 2024, but depreciated to W 1,523.5 to US$1.00 as of
March 31, 2026 from W 1,444.6 to US$1.00 as of December 31, 2025. The noon buying rate, which was W 1,477.9 to US$1.00 as of December 31, 2024, appreciated during the first quarter of 2025 to an average of W 1,452.0 to US$1.00. However, during the first quarter of 2026, the noon buying rate, which was W 1,444.6 to US$1.00 as of December 31, 2025, depreciated to an average of W 1,465.6
to US$1.00.
We recognized net loss on derivatives of
W 1,499 billion in the first quarter of 2026 compared to no such loss in the first quarter of 2025. Such change was primarily driven by
settlement losses on exchange rights related to our then outstanding exchangeable bonds which were classified as financial liabilities at fair value through profit or loss, required to be recorded under IFRS Accounting Standards as issued by the
IASB, reflecting an increase in our share price relative to the share price as of December 31, 2025. Such net loss on derivatives does not impact our cash flows. On April 28, 2026, we exercised our option to
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redeem the entire balance of such exchangeable bonds remaining outstanding as of the end of May 18, 2026, and we completed such redemption on May 28, 2026. See Notes 14 and 32(2) of the
Notes to the Interim Financial Statements for further information.
Share of Loss of Equity-accounted Investees
In the first quarter of 2026, we recorded share of loss of equity-accounted investees of W 27 billion primarily due to our share of loss of W 30 billion from SK hynix
system ic (Wuxi) Co., Ltd., which was partially offset by our share of gain of W 3 billion from HITECH Semiconductor (Wuxi) Co., Ltd.
(“HITECH Semiconductor”).
In the first quarter of 2025, we recorded share of loss of equity-accounted investees of W 41 billion primarily due to our share of losses of
W 27 billion from SK hynix system ic (Wuxi) Co., Ltd. and
W 13 billion from SK South East Asia Investment Pte. Ltd.
Other Income
The following table
presents a breakdown of our other income and changes therein for the first quarter of 2026 and the first quarter of 2025.
Changes
For the Three Months Ended
March 31,
First Quarter of 2026 versus
First Quarter of 2025
2026
2025
Amount
%
(In billions of Won, except for percentages)
Gain on disposal of property, plant and equipment
W
10
W
45
W
(35
)
(77.5
)
Others
5
34
(29
)
(85.5
)
Total other income
W
15
W
79
W
(64
)
(81.0
)%
Our other income decreased by 81.0%, or
W 64 billion, to W 15 billion
in the first quarter of 2026 from W 79 billion in the first quarter of 2025, primarily due to a decrease in gain on disposal of property,
plant and equipment by 77.5%, or W 35 billion, to
W 10 billion in the first quarter of 2026 from
W 45 billion in the first quarter of 2025. Such decrease related primarily to a decrease in disposal of idle equipment.
Other Expenses
The following table
presents a breakdown of our other expenses and changes therein for the first quarter of 2026 and the first quarter of 2025.
Changes
For the Three Months Ended
March 31,
First Quarter of 2026 versus
First Quarter of 2025
2026
2025
Amount
%
(In billions of Won, except for percentages)
Donation
W
3
W
4
W
(1
)
(29.4
)%
Loss on impairment of property, plant and equipment
0
0
(0
)
(82.9
)
Loss on disposal of property, plant and equipment
7
2
5
285.1
Loss on disposal of intangible assets
1
1
0
88.2
Depreciation expenses on assets not in use
3
12
(8
)
(71.5
)
Others
0
84
(83
)
(99.8
)
Total other expenses
W
15
W
102
W
(87
)
(85.7
)%
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Our other expenses decreased by 85.7%, or W 87 billion, to W 15 billion in the first quarter of 2026 from W 102 billion in the first quarter of 2025, primarily due to a decrease in other expenses. In the first quarter of 2025, we recognized other
expenses of W 84 billion, which primarily related to costs incurred in connection with the settlement of consideration payable for the
second closing of the Intel NAND Business Acquisition in March 2025.
Income Tax Expense
Our income tax expense increased by 846.3%, or
W 10,080 billion, to
W 11,271 billion in the first quarter of 2026 from
W 1,191 billion in the first quarter of 2025, primarily due to an increase in our profit before income tax by 455.1%, or W 42,318 billion, to W 51,617 billion
in the first quarter of 2026 from W 9,299 billion in the first quarter of 2025. Our effective tax rate increased to 21.8% in the first
quarter of 2026 from 12.8% in the first quarter of 2025. In the first quarter of 2025, we recorded lower effective tax rate primarily due to tax credits related to our capital expenditures.
Profit for the Period
Primarily due
to the factors described above, our profit for the year increased by 397.6%, or W 32,238 billion, to
W 40,346 billion in the first quarter of 2026 from
W 8,108 billion in the first quarter of 2025. Our net profit margin increased to 76.7% in the first quarter of 2026 from 46.0% in the first
quarter of 2025.
Results of Operations – 2025 Compared to 2024
The following table presents selected income statement data and changes therein for 2025 and 2024.
Changes
For the Year Ended December 31,
2025 versus 2024
2025
2024
Amount
%
(In billions of Won, except for percentages)
Revenue
W
97,147
W
66,193
W
30,954
46.8
%
Cost of sales
38,456
34,365
4,091
11.9
Gross profit
58,691
31,828
26,863
84.4
Selling and administrative expenses
5,019
3,924
1,094
27.9
Research and development expenses
6,466
4,436
2,029
45.7
Finance income
16,373
4,855
11,518
237.2
Finance expenses
12,505
5,708
6,797
119.1
Share of loss of equity-accounted investees
(565
)
(38
)
(526
)
1,376.1
Other income
333
1,477
(1,143
)
(77.4
)
Other expenses
378
167
211
125.8
Profit before income tax
50,466
23,886
26,580
111.3
Income tax expense
7,518
4,088
3,429
83.9
Profit for the year
W
42,948
W
19,797
W
23,151
116.9
%
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Revenue
The following table presents a breakdown of our revenue by principal product category and changes therein for 2025 and 2024.
Changes
For the Year Ended December 31,
2025 versus 2024
2025
2024
Amount
%
(In billions of Won, except for percentages)
DRAM
W
74,904
W
44,732
W
30,172
67.5
%
NAND flash
20,690
19,274
1,416
7.3
Other products (1)
1,552
2,187
(635
)
(29.0
)
Total revenue
W
97,147
W
66,193
W
30,954
46.8
%
(1)
Includes revenue from sales of CISs and foundry products, lease income and consolidated revenue from certain domestic
subsidiaries.
Our revenue increased by 46.8%, or
W 30,954 billion, to W 97,147 billion in
2025 from W 66,193 billion in 2024, primarily due to increases in revenue from DRAM and NAND flash sales. Specifically:
Revenue from DRAM sales increased by 67.5%, or
W 30,172 billion, to W 74,904 billion in
2025 from W 44,732 billion in 2024, primarily due to (i) an increase in the average selling price of such products, (ii) an increase in their
sales volume and (iii) depreciation of the average value of the Won against the U.S. dollar in 2025 compared to 2024 that contributed to an increase in our revenue from such products in Won terms. The average selling price of DRAMs on a U.S. dollar
basis increased significantly in 2025 compared to 2024 reflecting a general increase in global demand for DRAMs, particularly for premium products such as HBMs designed to meet faster data-processing speed requirements of graphics applications that
incorporate deep learning and AI technologies as well as advanced server DRAMs that are used to support the data processing and storage requirements of AI accelerators and data centers. See “— Cyclical Nature, Volatility and Seasonality
of the Semiconductor Industry.” Our overall DRAM bit sales volume increased significantly in 2025 compared to 2024 in response to such increase in demand for DRAMs. See “— Cyclical Nature, Volatility and Seasonality of the
Semiconductor Industry.” The noon buying rate depreciated to an average of W 1,421.4 to US$1.00 in 2025 compared to an average of W 1,363.4 to US$1.00 in 2024. The noon buying rate was
W 1,291.0 to US$1.00 as of December 31, 2023.
Revenue from NAND flash sales increased by 7.3%, or
W 1,416 billion, to W 20,690 billion in
2025 from to W 19,274 billion in 2024, primarily due to (i) an increase in their sales volume and (ii) depreciation of the average value of the
Won against the U.S. dollar in 2025 compared to 2024 as discussed above, the impact of which was partially offset by a decrease in the average selling price of such products. Our overall NAND flash bit sales volume increased significantly in 2025
compared to 2024 reflecting an increase in global demand for high-density, high-performance eSSDs in the second half of 2025. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry.” On the other hand, the
average selling price of NAND flash memory products on a U.S. dollar basis decreased significantly in 2025 compared to 2024. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry.” Despite a recovery in
demand centered on eSSDs in the second half of 2025, the annual blended selling price of NAND flash memory products declined due to sluggish market conditions in the first half of 2025 and a reduction in the overall proportion of high-value NAND
flash memory solutions within NAND flash sales in 2025 compared to 2024.
Revenue from our other products decreased by 29.0%, or W 635 billion, to W 1,552 billion in 2025 from W 2,187 billion in 2024, primarily reflecting a decrease in revenue from sales of CISs.
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Cost of Sales and Gross Profit
Our cost of sales increased by 11.9%, or
W 4,091 billion, to W 38,456 billion
in 2025 from W 34,365 billion in 2024, primarily due to increases in (i) salaries, employee benefits and others, (ii) expenses related to raw
materials, supplies and consumables and (iii) depreciation and amortization expenses. Salaries, employee benefits and others increased primarily due to a significant increase in accrued bonuses under our profit-sharing incentive program, reflecting
an improvement in our operating results in 2025 compared to 2024. See “Business — Employees” for a discussion of our profit-sharing incentive program. Our expenses related to raw materials, supplies and consumables increased to W 12,097 billion in 2025 from W 10,575 billion
in 2024 primarily due to increases in our sales volumes of DRAM and NAND flash memory products. Our depreciation and amortization expenses increased primarily due to commencement of depreciation of completed plants following an increase in our
investments in property, plant and equipment in recent years.
Our gross profit increased by 84.4%, or W 26,863 billion, to W 58,691 billion in 2025 from W 31,828 billion in 2024. Our gross profit margin increased to 60.4% in 2025 from 48.1% in 2024, primarily due to an increase in revenue reflecting a
strong increase in demand for memory semiconductor products and the average selling price of DRAMs, which outpaced an increase in cost of sales as described above.
Selling and Administrative Expenses
The following table presents a breakdown of our selling and administrative expenses and changes therein for 2025 and 2024.
Changes
For the Year Ended December 31,
2025 versus 2024
2025
2024
Amount
%
(In billions of Won, except for percentages)
Selling and administrative expenses:
Salaries
W
1,859
W
1,258
W
602
47.8
%
Defined benefit plan
47
41
6
14.0
Employee benefits
279
235
45
19.0
Commission
787
774
13
1.7
Depreciation
295
303
(7
)
(2.4
)
Amortization
484
257
227
88.2
Freight and custody charges
63
54
8
15.5
Taxes and dues
138
101
37
36.2
Advertising
148
123
25
19.8
Supplies
125
112
12
11.0
Sales promotion expenses
299
216
82
38.0
Quality control cost
(4
)
48
(53
)
N.A.
(1)
Training
96
74
22
30.3
Others
404
327
76
23.3
Total
W
5,019
W
3,924
W
1,094
27.9
%
(1)
N.A. means not applicable.
Our selling and administrative expenses increased by 27.9%, or
W 1,094 billion, to W 5,019 billion
in 2025 from W 3,924 billion in 2024, primarily due to increases in salaries, amortization and sales promotion expenses. Specifically:
Salaries increased by 47.8%, or
W 602 billion, to W 1,859 billion in
2025 from W 1,258 billion in 2024, primarily due to a significant increase in accrued bonuses under our profit-sharing incentive program,
reflecting an improvement in our operating results in 2025 compared to 2024.
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Amortization increased by 88.2%, or
W 227 billion, to W 484 billion in
2025 from W 257 billion in 2024, primarily due to commencement of amortization of development costs related to our 321 layers technology.
Sales promotion expenses increased by 38.0%, or
W 82 billion, to W 299 billion in
2025 from W 216 billion in 2024, primarily due to an increase in the distribution of promotional samples.
Our selling and administrative expenses as a percentage of total revenue decreased to 5.2% in 2025 from 5.9% in 2024.
Research and Development Expenses
The
following table presents a breakdown of our research and development expenses and changes therein for 2025 and 2024.
Changes
For the Year Ended December 31,
2025 versus 2024
2025
2024
Amount
%
(In billions of Won, except for percentages)
Research and development expenses:
Expenditure on research and development
W
6,733
W
4,854
W
1,878
38.7
%
Development cost capitalized
(267
)
(418
)
151
(36.1
)
Total
W
6,466
W
4,436
W
2,029
45.7
%
Our expenditure on research and development, after adjusting for capitalized development cost, increased by 45.7%, or W 2,029 billion, to W 6,466 billion in
2025 from W 4,436 billion in 2024, primarily reflecting an increase in labor expenses of our research and development personnel and an increase
in our AI-related research and development activities.
Our research and development expenses as a percentage of total revenue remained unchanged at
6.7% in 2025 and 2024.
Finance Income and Expenses
The following table presents a breakdown of our finance income and expenses and changes therein for 2025 and 2024.
Changes
For the Year Ended December 31,
2025 versus 2024
2025
2024
Amount
%
(In billions of Won, except for percentages)
Interest income
W
494
W
345
W
150
43.4
%
Dividend income
941
29
911
3,109.3
Foreign exchange differences
2,738
4,221
(1,483
)
(35.1
)
Gain on valuation of financial instruments
12,012
89
11,923
13,358.4
Gain on disposal of financial instruments
188
162
26
16.0
Gain on derivatives
0
9
(8
)
(95.5
)
Total finance income
16,373
4,855
11,518
237.2
Interest expenses
924
1,345
(422
)
(31.3
)
Foreign exchange differences
3,186
3,952
(766
)
(19.4
)
Loss on valuation of financial instruments
28
294
(266
)
(90.5
)
Loss on derivatives
8,366
103
8,263
8,004.3
Others
1
14
(13
)
(93.0
)
Total finance expenses
W
12,505
W
5,708
W
6,797
119.1
%
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Our gain on valuation of financial instruments increased significantly by W 11,923 billion, to W 12,012 billion in
2025 from W 89 billion in 2024, which related primarily to our stake in Kioxia. Following Kioxia’s initial public offering in December
2024, the market value of Kioxia increased significantly during 2025.
Our net loss on derivatives increased significantly by W 8,271 billion to W 8,366 billion in
2025 from W 95 billion in 2024. Such increase was primarily driven by valuation and settlement losses on exchange rights related to our then
outstanding exchangeable bonds which were classified as financial liabilities at fair value through profit or loss, required to be recorded under IFRS Accounting Standards as issued by the IASB, reflecting an increase in our share price relative to
the share price as of December 31, 2024. Such net loss on derivatives does not impact our cash flows. On April 28, 2026, we exercised our option to redeem the entire balance of such exchangeable bonds remaining outstanding as of the end of
May 18, 2026, and we completed such redemption on May 28, 2026. See Notes 16 and 35(5) of the Notes to the Annual Financial Statements for further information.
Dividend income increased significantly by W 911
billion to W 941 billion in 2025 from
W 29 billion in 2024, primarily due to dividend income from our stake in Kioxia.
Interest expenses decreased by 31.3%, or W 422
billion, to W 924 billion in 2025 from
W 1,345 billion in 2024, primarily reflecting a decrease in our borrowings as well as a general decrease in interest rates in 2025 compared
to 2024.
Interest income increased by 43.4%, or
W 150 billion, to W 494 billion in 2025
from W 345 billion in 2024, primarily reflecting an increase in our interest-earning financial assets, which impact was partially offset by
a general decrease in interest rates in 2025 compared to 2024.
We recognized net loss on foreign exchange differences of W 448 billion in 2025 compared to net gain on foreign exchange differences of
W 269 billion in 2024, as the Won depreciated against the U.S. dollar at year-end in 2024 but appreciated at year-end in 2025. In terms of the
noon buying rate, the Won appreciated against the U.S. dollar to W 1,444.6 to US$1.00 as of December 31, 2025 from W 1,477.9 to US$1.00 as of December 31, 2024. However, the Won depreciated against the U.S. dollar to W 1,477.9 to US$1.00 as of December 31, 2024 from W 1,291.0 to US$1.00 as of
December 31, 2023. The noon buying rate depreciated to an average of W 1,421.4 to US$1.00 in 2025 compared to an average of W 1,363.4 to US$1.00 in 2024. The noon buying rate was
W 1,291.0 to US$1.00 as of December 31, 2023.
Share of Loss of Equity-accounted Investees
In 2025, we recorded share of loss of equity-accounted investees of
W 565 billion primarily due to
(i) W 471 billion in loss reflecting the difference between the book value and the recoverable amount of our investment in SK hynix
system ic (Wuxi) Co., Ltd. and (ii) our share of losses of W 133 billion from SK hynix system ic (Wuxi) Co., Ltd.
In 2024, we recorded share of loss of equity-accounted investees of
W 38 billion primarily due to (i) our share of losses of
W 35 billion from SK hynix system ic (Wuxi) Co., Ltd. and
W 13 billion from SiFive, Inc. and (ii)
W 25 billion in loss reflecting the difference between the book value and the recoverable amount of our investment in SiFive Inc., the aggregate
impact of which was partially offset by our share of gain of W 18 billion from HITECH Semiconductor (Wuxi) Co., Ltd. (“HITECH
Semiconductor”).
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Table of Contents
Other Income
The following table presents a breakdown of our other income and changes therein for 2025 and 2024.
Changes
For the Year Ended December 31,
2025 versus 2024
2025
2024
Amount
%
(In billions of Won, except for percentages)
Reversal on impairment of intangible assets
W
0
W
0
W
(0
)
(41.2
)
Gain on disposal of property, plant and equipment
98
70
28
39.4
Gain on disposal of non-current assets held for sale
29
1,317
(1,287
)
(97.8
)
Gain on disposal of subsidiaries
0
36
(36
)
(99.2
)
Others
206
54
152
281.1
Total other income
W
333
W
1,477
W
(1,143
)
(77.4
)%
Our other income decreased by 77.4%, or
W 1,143 billion, to W 333 billion in
2025 from W 1,477 billion in 2024, primarily due to a decrease in gain on disposal of non-current assets held for sale by 97.8%, or W 1,287 billion, to W 29 billion in 2025 from W 1,317 billion in 2024. In 2025, we recognized such gain primarily from our disposal of interest in Sky High Memory Limited. In 2024, we recognized
such gain primarily from our disposal of SK hynix system ic (Wuxi) Co., Ltd.
Other Expenses
The following table presents a breakdown of our other expenses and changes therein for 2025 and 2024.
Changes
For the Year Ended December 31,
2025 versus 2024
2025
2024
Amount
%
(In billions of Won, except for percentages)
Donation
W
85
W
83
W
2
2.3
%
Loss on impairment of property, plant and equipment
45
—
45
N.A.
(1)
Loss on disposal of property, plant and equipment
44
18
26
147.7
Loss on impairment of intangible assets
38
0
38
13,448.8
Loss on disposal of intangible assets
39
9
29
312.8
Depreciation expenses on assets not in use
40
37
4
10.1
Others
87
20
67
327.4
Total other expenses
W
378
W
167
W
211
125.8
%
(1)
N.A. means not applicable.
Our other expenses increased by 125.8%, or
W 211 billion, to W 378 billion in
2025 from W 167 billion in 2024, primarily due to an increase in other expenses, recognition of loss on impairment of property, plant and
equipment in 2025 compared to no such loss in 2024 and an increase in loss on impairment of intangible assets. Specifically:
Our other expenses increased by 327.4%, or
W 67 billion, to W 87 billion in 2025
from W 20 billion in 2024, primarily due to costs incurred in connection with the settlement of consideration payable for the second closing
of the Intel NAND Business Acquisition in March 2025.
In 2025, we recognized loss on impairment of property, plant and equipment of W 45 billion related to the demolition of a building.
In 2025, we recognized loss on impairment of intangible assets of W 38 billion related to our decision to integrate our CIS business unit into our AI memory operations.
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Table of Contents
Income Tax Expense
Our income tax expense increased by 83.9%, or
W 3,429 billion, to W 7,518 billion
in 2025 from W 4,088 billion in 2024, primarily due to an increase in our profit before income tax by 111.3%, or W 26,580 billion, to W 50,466 billion in 2025
from W 23,885 billion in 2024. Our effective tax rate decreased to 14.9% in 2025 from 17.1% in 2024, primarily due to an increase in tax credits
related to our capital expenditures. See Note 29 of the notes to the Audited Financial Statements.
Profit for the Year
Primarily due to the factors described above, our profit for the year increased by 116.9%, or W 23,151 billion, to W 42,948 billion in 2025 from W 19,797 billion in 2024. Our net profit margin increased to 44.2% in 2025 from 29.9% in 2024.
Results of Operations – 2024 Compared to 2023
The
following table presents selected income statement data and changes therein for 2024 and 2023.
Changes
For the Year Ended December 31,
2024 versus 2023
2024
2023
Amount
%
(In billions of Won, except for percentages)
Revenue
W
66,193
W
32,766
W
33,427
102.0
%
Cost of sales
34,365
33,299
1,066
3.2
Gross profit (loss)
31,828
(533
)
32,362
N.A.
(1)
Selling and administrative expenses
3,924
3,446
478
13.9
Research and development expenses
4,436
3,751
686
18.3
Finance income
4,855
2,262
2,593
114.7
Finance expenses
5,708
6,093
(385
)
(6.3
)
Share of profit (loss) of equity-accounted investees
(38
)
15
(53
)
N.A.
(1)
Other income
1,477
624
853
136.7
Other expenses
167
735
(568
)
(77.2
)
Profit (loss) before income tax
23,885
(11,658
)
35,543
N.A.
(1)
Income tax expense (benefit)
4,088
(2,520
)
6,609
N.A.
(1)
Profit (loss) for the year
W
19,797
W
(9,138
)
W
28,934
N.A.
(1)
(1)
N.A. means not applicable.
Revenue
The following table presents a
breakdown of our revenue by principal product category and changes therein for 2024 and 2023.
Changes
For the Year Ended December 31,
2024 versus 2023
2024
2023
Amount
%
(In billions of Won, except for percentages)
DRAM
W
44,732
W
20,769
W
23,963
115.4
%
NAND flash
19,274
9,653
9,621
99.7
Other products (1)
2,187
2,344
(157
)
(6.7
)
Total revenue
W
66,193
W
32,766
W
33,427
102.0
%
(1)
Includes revenue from sales of CISs and foundry products, lease income and consolidated revenue from certain domestic
subsidiaries.
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Our revenue increased by 102.0%, or W 33,427 billion, to W 66,193 billion in 2024 from W 32,766 billion in 2023, primarily due to increases in revenue from DRAM and NAND flash sales. Specifically:
Revenue from DRAM sales significantly increased by 115.4%, or W 23,963 billion, to W 44,732 billion in 2024 from W 20,769 billion in 2023, primarily due to (i) an increase in the average selling price of such products, (ii) an increase in their
sales volume and (iii) depreciation of the average value of the Won against the U.S. dollar in 2024 compared to 2023 that contributed to an increase in our revenue from such products in Won terms. The average selling price of DRAMs on a U.S.
dollar basis increased significantly in 2024 compared to 2023 reflecting a general increase in global demand for DRAMs, particularly for premium products such as HBMs designed to meet faster data-processing speed requirements of graphics
applications that incorporate deep learning and AI technologies. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry.” Our overall DRAM bit sales volume increased significantly in 2024 compared to 2023
in response to such increase in demand for DRAMs. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry.” The noon buying rate depreciated to an average of W 1,363.4 to US$1.00 in 2024 compared to an average of W 1,306.8 to US$1.00 in 2023. The
noon buying rate was W 1,260.2 to US$1.00 as of December 31, 2022.
Revenue from NAND flash sales increased by 99.7%, or
W 9,621 billion, to
W 19,274 billion in 2024 from
W 9,653 billion in 2023, primarily due to (i) an increase in the average selling price of such products and (ii) depreciation of
the average value of the Won against the U.S. dollar in 2024 compared to 2023 as discussed above. The average selling price of NAND flash memory products on a U.S. dollar basis increased significantly in 2024 compared to 2023 reflecting an increase
in global demand for high-density, high-performance eSSDs and an improved supply-demand balance in the overall NAND flash memory market. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry.” The
increase in our overall NAND flash bit sales volume in 2024 compared to 2023 was marginal. See “— Cyclical Nature, Volatility and Seasonality of the Semiconductor Industry.”
Revenue from our other products decreased by 6.7%, or W 157 billion, to W 2,187 billion in 2024 from W 2,344 billion in 2023, primarily reflecting a decrease in revenue from sales of CISs.
Cost of Sales and Gross Profit (Loss)
Our cost of sales increased by 3.2%, or
W 1,066 billion, to
W 34,365 billion in 2024 from
W 33,299 billion in 2023, primarily due to increases in (i) salaries, employee benefits and others and (ii) expenses related to
raw materials, supplies and consumables, the aggregate impact of which was partially offset by a decrease in depreciation and amortization expenses. Salaries, employee benefits and others increased primarily due to an increase in our accrued
payments under employee profit-sharing arrangements. Our expenses related to raw materials, supplies and consumables increased to
W 10,575 billion in 2024 from
W 9,547 billion in 2023 primarily due to increases in our sales volumes of DRAM and NAND flash memory products. Our depreciation and
amortization expenses decreased, primarily reflecting completion of depreciation and amortization of certain assets in 2023.
We recorded gross
profit of W 31,828 billion in 2024 compared to gross loss of
W 533 billion in 2023. We recorded gross profit margin of 48.1% in 2024 compared to gross loss margin of 1.6% in 2023, primarily due to an
increase in revenue reflecting a strong increase in demand for memory semiconductor products and their average selling prices, which outpaced an increase in cost of sales as described above.
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Table of Contents
Selling and Administrative Expenses
The following table presents a breakdown of our selling and administrative expenses and changes therein for 2024 and 2023.
Changes
For the Year Ended December 31,
2024 versus 2023
2024
2023
Amount
%
(In billions of Won, except for percentages)
Selling and administrative expenses:
Salaries
W
1,258
W
829
W
429
51.7
%
Defined benefit plan
41
36
6
16.6
Employee benefits
235
221
14
6.3
Commission
774
769
4
0.6
Depreciation
303
304
(2
)
(0.5
)
Amortization
257
283
(26
)
(9.1
)
Freight and custody charges
54
54
1
1.5
Taxes and dues
101
86
15
17.9
Advertising
123
84
40
47.7
Supplies
112
121
(8
)
(6.9
)
Sales promotion expenses
216
118
99
83.7
Quality control cost
48
147
(98
)
(66.9
)
Training
74
79
(5
)
(6.6
)
Others
327
317
10
3.2
Total
W
3,924
W
3,446
W
478
13.9
%
Our selling and administrative expenses increased by 13.9%, or W 478 billion, to W 3,924 billion in 2024 from W 3,446 billion in 2023, primarily due to increases in salaries and sales promotion expenses, which were partially offset by a decrease in quality
control cost. Specifically:
Salaries increased by 51.7%, or
W 429 billion, to
W 1,258 billion in 2024 from
W 829 billion in 2023, primarily due to an increase in our accrued payments under employee profit-sharing arrangements.
Sales promotion expenses increased by 83.7%, or
W 99 billion, to W 216 billion
in 2024 from W 118 billion in 2023, primarily due to an increase in the distribution of promotional samples.
Quality control cost decreased by 66.9%, or
W 98 billion, to W 48 billion
in 2024 from W 147 billion in 2023, primarily reflecting the base effect of warranty provisions recognized in 2023 for anticipated costs
related to quality issues of certain products, including cash compensation and product replacements.
Our selling and
administrative expenses as a percentage of total revenue decreased to 5.9% in 2024 from 10.5% in 2023.
Research and Development Expenses
The following table presents a breakdown of our research and development expenses and changes therein for 2024 and 2023.
Changes
For the Year Ended December 31,
2024 versus 2023
2024
2023
Amount
%
(In billions of Won, except for percentages)
Research and development expenses:
Expenditure on research and development
W
4,854
W
4,101
W
753
18.4
%
Development cost capitalized
(418
)
(351
)
(67
)
19.2
Total
W
4,436
W
3,751
W
686
18.3
%
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Table of Contents
Our expenditure on research and development, after adjusting for capitalized development cost,
increased by 18.3%, or W 686 billion, to
W 4,436 billion in 2024 from
W 3,751 billion in 2023, primarily reflecting an increase in labor expenses of our research and development personnel and an increase in our
AI-related research and development activities.
Our research and development expenses as a percentage of total revenue decreased to 6.7% in 2024
from 11.4% in 2023.
Finance Income and Expenses
The following table presents a breakdown of our finance income and expenses and changes therein for 2024 and 2023.
Changes
For the Year Ended December 31,
2024 versus 2023
2024
2023
Amount
%
(In billions of Won, except for percentages)
Interest income
W
345
W
216
W
128
59.3
%
Dividend income
29
13
16
118.9
Foreign exchange differences
4,221
1,904
2,317
121.7
Gain on valuation of financial instruments
89
30
59
193.5
Gain on disposal of financial instruments
162
84
78
92.4
Gain on derivatives
9
14
(5
)
(37.1
)
Total finance income
4,855
2,262
2,593
114.7
Interest expenses
1,345
1,468
(123
)
(8.4
)
Foreign exchange differences
3,952
2,222
1,730
77.8
Loss on valuation of financial instruments
294
1,488
(1,195
)
(80.3
)
Loss on derivatives
103
914
(811
)
(88.7
)
Others
14
0
14
N.M.
(1)
Total finance expenses
W
5,708
W
6,093
W
(385
)
(6.3
)%
(1)
N.M. means not meaningful.
Our loss on valuation of financial instruments decreased by 80.3%, or
W 1,195 billion, to W 294 billion in 2024
from W 1,488 billion in 2023. Such fluctuation in valuation of financial instruments related primarily to our stake in Kioxia.
Our net loss on derivatives, which primarily related to our then outstanding exchangeable bonds, decreased by 89.5%, or W 806 billion, to W 95 billion in 2024 from W 900 billion in 2023. Such decrease was primarily attributable to the relatively smaller increase in our share price during 2024 as compared to the
increase in 2023.
We recognized net gain on foreign exchange differences of
W 269 billion in 2024 compared to net loss on foreign exchange differences of W 319 billion in 2023, as the Won depreciated against the U.S. dollar at year-end in 2023 and further depreciated (to a much greater extent) at year-end in 2024. In terms of the noon buying rate, the Won depreciated against the U.S. dollar to W 1,477.9 to
US$1.00 as of December 31, 2024 from W 1,291.0 to US$1.00 as of December 31, 2023. The Won depreciated against the U.S. dollar to W 1,291.0 to US$1.00 as of December 31, 2023 from
W 1,260.2 to US$1.00 as of December 31, 2022. The noon buying rate depreciated to an average of W 1,363.4 to US$1.00 in 2024 compared to an average of W 1,306.8 to US$1.00 in 2023. The
noon buying rate was W 1,260.2 to US$1.00 as of December 31, 2022.
Interest income increased by 59.3%, or
W 128 billion, to W 345 billion
in 2024 from W 216 billion in 2023, primarily reflecting an increase in our interest-earning financial assets, which impact was partially
offset by a general decrease in interest rates in 2024 compared to 2023.
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Interest expenses decreased by 8.4%, or W 123 billion, to W 1,345 billion in 2024 from W 1,468 billion in 2023, primarily reflecting a decrease in our borrowings as well as a general decrease in interest rates in 2024 compared to
2023.
Share of Profit (Loss) of Equity-accounted Investees
In 2024, we recorded share of loss of equity-accounted investees of
W 38 billion primarily due to (i) our share of losses of
W 35 billion from SK hynix system ic (Wuxi) Co., Ltd. and
W 13 billion from SiFive, Inc. and (ii)
W 25 billion in loss reflecting the difference between the book value and the recoverable amount of our investment in SiFive Inc., the
aggregate impact of which was partially offset by our share of gain of W 18 billion from HITECH Semiconductor.
In 2023, we recorded share of profit of equity-accounted investees of
W 15 billion primarily due to our share of gains of
W 17 billion from HITECH Semiconductor and
W 12 billion from SK China Company Limited, the aggregate impact of which was partially offset by our share of loss of W 11 billion from SiFive, Inc.
Other
Income
The following table presents a breakdown of our other income and changes therein for 2024 and 2023.
Changes
For the Year Ended December 31,
2024 versus 2023
2024
2023
Amount
%
(In billions of Won, except for percentages)
Reversal on impairment of intangible assets
W
0
W
324
W
(324
)
(100.0
)%
Gain on disposal of property, plant and equipment
70
250
(180
)
(71.9
)
Gain on disposal of non-current assets held for sale
1,317
—
1,317
N.A.
(1)
Gain on disposal of subsidiaries
36
—
36
N.A.
(1)
Others
54
50
4
7.1
Total other income
W
1,477
W
624
W
853
136.7
%
(1)
N.A. means not applicable.
Our other income increased by 136.7%, or
W 853 billion, to
W 1,477 billion in 2024 from
W 624 billion in 2023, primarily due to gain on disposal of non-current assets held for sale in 2024
compared to no such gain in 2023, which was partially offset by decreases in reversal on impairment of intangible assets and gain on disposal of property, plant and equipment. Specifically:
We recognized gain on disposal of non-current assets held for sale of W 1,317 billion in 2024 compared to no such gain in 2023. In 2024, we recognized such gain primarily from our disposal of SK hynix system ic
(Wuxi) Co., Ltd.
Our reversal on impairment of intangible assets decreased by 100.0%, or W 324 billion, to W 0.034 billion in 2024 from W 324 billion in 2023. In 2023, such reversal on impairment related primarily to the recovery of the intangible assets of the Solidigm business.
Our gain on disposal of property, plant and equipment decreased by 71.9%, or W 180 billion, to W 70 billion in 2024 from W 250 billion in 2023. In 2024, such gain on disposal of property, plant and equipment related primarily to sales of idle equipment. In 2023, such
gain on disposal of property, plant and equipment related primarily to sales of real estate.
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Other Expenses
The following table presents a breakdown of our other expenses and changes therein for 2024 and 2023.
Changes
For the Year Ended December 31,
2024 versus 2023
2024
2023
Amount
%
(In billions of Won, except for percentages)
Donation
W
83
W
65
W
18
27.2
%
Loss on impairment of property, plant and equipment
—
166
(166
)
(100.0
)
Loss on disposal of property, plant and equipment
18
74
(57
)
(76.2
)
Loss on impairment of intangible assets
0
167
(167
)
(99.8
)
Loss on disposal of intangible assets
9
16
(6
)
(40.2
)
Depreciation expenses on assets not in use
37
55
(18
)
(32.6
)
Others
20
193
(172
)
(89.4
)
Total other expenses
W
167
W
735
W
(568
)
(77.2
)%
Our other expenses decreased by 77.2%, or
W 568 billion, to W 167 billion
in 2024 from W 735 billion in 2023, primarily due to a decrease in loss on impairment of intangible assets and no recognition of loss on
impairment of property, plant and equipment in 2024 compared to recognition of such loss in 2023. Specifically:
Our loss on impairment of intangible assets decreased by 99.8%, or W 167 billion, to W 0.3 billion in 2024 from W 167 billion in 2023. In 2023, such loss on impairment related primarily to capitalized development costs.
We recognized no loss on impairment of property, plant and equipment in 2024 compared to W 166 billion in 2023. In 2023, such loss on impairment related to idle equipment of the Solidigm business.
Income Tax Expense (Benefit)
We
recorded income tax expense of W 4,088 billion in 2024 compared to income tax benefit of W 2,520 billion in 2023, primarily due to our recognition of profit before income tax of
W 23,885 billion in 2024 compared to loss before income tax of
W 11,658 billion in 2023. Our effective tax rate in 2024, which was 17.1%, was lower than the statutory tax rate primarily due to tax
credits related to our capital expenditures. Our effective tax rate in 2023, which was 21.6%, was lower than the statutory tax rate, reflecting unrecognized deferred tax assets related to tax loss carryfowards. See Note 29 of the notes to the
Audited Financial Statements.
Profit (Loss) for the Year
Primarily due to the factors described above, we recorded profit for the year of
W 19,797 billion in 2024 compared to loss for the year of
W 9,138 billion in 2023. We recorded net profit margin of 29.9% in 2024 compared to net loss margin of 27.9% in 2023.
Liquidity and Capital Resources
Capital Resources and
Requirements
We have traditionally met our working capital and other capital requirements principally from cash provided by operating
activities, while raising the remainder of our requirements primarily through long-term and short-term borrowings. We expect that these sources will continue to be our principal sources of cash in the future. From time to time, we may also generate
cash through sale of our holdings in short-term investment assets.
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Our principal cash requirements or uses have historically been:
capital expenditures for property, plant and equipment;
cash required for our operations, including purchases of raw materials, supplies and consumables, research and development
expenses, payroll costs and commissions;
investments and acquisitions, including those in connection with pursuing strategic relationships;
interest and principal payments on our short-term and long-term borrowings;
payments of cash dividends to our shareholders; and
acquisition of treasury shares.
We make substantial capital expenditures annually to support our business goals and objectives, and we plan to continue to invest in enhancing and
expanding our production facilities and upgrading our equipment and manufacturing processes. We operate in an especially capital-intensive industry that requires continual investments in capacity expansion, equipment upgrades and migration to
advanced technologies and manufacturing processes. Our cash outflows for acquisitions of property, plant and equipment amounted to W 7,657
billion in the first quarter of 2026 and W 6,284 billion in the first quarter of 2025, and W 27,519 billion in 2025, W 15,946 billion in 2024 and W 8,325 billion in 2023. In 2026, we plan to increase our capital expenditures considerably compared to 2025. We periodically adjust our capital
expenditure plans on an ongoing basis subject to market demand for our products, the production outlook of the global memory semiconductor industry as well as general global economic conditions. We may delay or not implement some of our announced
capital expenditure plans based on our assessment of such market conditions.
Payments of contractual obligations and commitments will also require
considerable capital resources. In the ordinary course of our business, we routinely enter into commercial commitments for various aspects of our operations, including long-term purchase agreements for raw materials as well as provision of
guarantees for indebtedness of our related parties and others. For our contingent liabilities, see Note 29 of the notes to the Interim Financial Statements.
The following sets forth the contractual maturities of financial liabilities as of December 31, 2025.
Payments Due by Period
Less
than
1 year
1 to 2
years
2 to 5
years
More than
5 years
Total
(In billions of Won)
Borrowings (1)
W
7,979
W
4,846
W
8,676
W
3,272
W
24,773
Lease liabilities
577
426
1,069
944
3,016
Trade payables
2,848
—
—
—
2,848
Other payables
6,437
135
158
166
6,896
Other non-trade payables
1,225
10
10
0
1,245
Other financial liabilities
146
1
0
—
146
Total
W
19,211
W
5,418
W
9,913
W
4,383
W
38,925
(1)
Including payments of interest under terms and conditions of borrowing contracts as of December 31, 2025.
From time to time, we may make significant investments and acquisitions, including those in connection with pursuing strategic
relationships. For example, as described in “Business — Investments and Acquisitions,” we participated as a member of the Bain Consortium in its purchase of a stake in Kioxia from Toshiba Corporation in June 2018. As of
March 31, 2026, the book value of our investment in SPC 1 was W 6,616 billion, and the book value of our investment in the convertible bond
issued by SPC 2 was W 13,609 billion, which are accounted for as financial assets measured at fair value through profit or loss. In
June 2026, SPC 1 completed the sale of all of its remaining equity interest in Kioxia.
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In October 2020, we agreed to acquire the NAND flash memory and storage business of Intel, including
the NAND flash memory manufacturing facility in Dalian, China, NAND flash memory and SSD-related intellectual property and research and development personnel. As consideration for the Intel NAND Business Acquisition, we paid US$6.6 billion in
December 2021 and US$2.2 billion in March 2025. We created a subsidiary in the United States to operate the acquired business under the brand name “Solidigm.” See “Business — Investments and Acquisitions.”
Cash Flow
The following table
sets forth our cash flows for the periods indicated.
For the Three Months Ended
March 31,
For the Year Ended December 31,
2026
2025
2025
2024
2023
(In billions of Won)
Net cash provided by operating activities
W
26,330
W
9,024
W
53,373
W
29,796
W
4,278
Net cash used in investing activities
(17,635
)
(8,218
)
(48,054
)
(18,005
)
(7,335
)
Net cash provided by (used in) financing activities
(2,951
)
509
(1,445
)
(8,704
)
5,697
Effects of exchange rate changes on cash and cash equivalents
499
39
(155
)
530
(30
)
Net increase in cash and cash equivalents
6,243
1,353
3,719
3,618
2,610
Cash and cash equivalents at the beginning of the period
14,924
11,205
11,205
7,587
4,977
Cash and cash equivalents at the end of the period
21,167
12,558
14,924
11,205
7,587
Cash Flows from Operating Activities
Our net cash provided by operating activities significantly increased to
W 26,330 billion in the first quarter of 2026 from
W 9,024 billion in the first quarter of 2025, primarily reflecting a significant increase in gross cash flow from our sales activities as
discussed in “— Results of Operations — First Quarter of 2026 Compared to First Quarter of 2025 — Revenue.”
Our net
cash provided by operating activities significantly increased to W 53,373 billion in 2025 from W 29,796 billion in 2024, primarily reflecting a significant increase in gross cash flow from our sales activities as discussed in “— Results of Operations — 2025 Compared to
2024 — Revenue.”
Our net cash provided by operating activities significantly increased to W 29,796 billion in 2024 from W 4,278 billion in 2023, primarily reflecting a
significant increase in gross cash flow from our sales activities as discussed in “— Results of Operations — 2024 Compared to 2023 — Revenue.”
Cash Flows from Investing Activities
Our net cash used in investing activities increased to
W 17,635 billion in the first quarter of 2026 from
W 8,218 billion in the first quarter of 2025. This increase was primarily attributable to a net increase in short-term investment assets to W 9,505 billion in the first quarter of 2026 from
W 80 billion in the first quarter of 2025. In addition, our cash used in increase in other financial assets increased to W 3,500 billion in the first quarter of 2026 from
W 1 billion in the first quarter of 2025. Such increases were offset in part by a decrease in our cash outflow from business combination. We did
not record such cash outflow in the first quarter of 2026 compared to W 3,063 billion in the first quarter of 2025, which was primarily related
to the settlement of consideration payable for the second closing of the Intel NAND Business Acquisition in March 2025.
Our net cash used in
investing activities increased to W 48,054 billion in 2025 from
W 18,005 billion in 2024. This increase was primarily attributable to an increase in cash outflow related to acquisitions
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of property, plant and equipment to W 27,519 billion in 2025 from W 15,946 billion in 2024, primarily reflecting expanded capital expenditures to increase our production capacity. In addition, we recorded an increase
in net cash used in acquisition of short-term financial instruments to W 12,291 billion in 2025 from W 1,872 billion in 2024, primarily reflecting higher cash holdings. We also recorded net increase in short-term investment assets of W 4,553 billion in 2025 compared to net decrease in short-term investment assets of W 457
billion in 2024.
Our net cash used in investing activities increased to
W 18,005 billion in 2024 from
W 7,335 billion in 2023. This increase was primarily attributable to an increase in cash outflow related to acquisitions of property, plant
and equipment to W 15,946 billion in 2024 from
W 8,325 billion in 2023, primarily reflecting expanded capital expenditures to increase our production capacity. In addition, we recorded an
increase in net cash used in acquisition of short-term financial instruments to W 1,872 billion in 2024 from W 60 billion in 2023, primarily reflecting higher cash holdings. Such impact was partially offset by a decrease in cash proceeds from disposal of
property, plant and equipment to W 47 billion in 2024 from
W 1,540 billion in 2023.
Cash
Flows from Financing Activities
We recorded net cash used in financing activities of W 2,951 billion in the first quarter of 2026 compared to net cash provided by financing activities of
W 509 billion in the first quarter of 2025. Such change was primarily attributable to net repayments of borrowings, after adjusting for proceeds
from borrowings, of W 2,754 billion in the first quarter of 2026 compared to net proceeds from borrowings, after adjusting for repayment of
borrowings, of W 645 billion in the first quarter of 2025.
Our net cash used in financing activities decreased to
W 1,445 billion in 2025 from W 8,704
billion in 2024. Such change was primarily attributable to net proceeds from borrowings, after adjusting for repayment of borrowings, of W 768
billion in 2025 compared to net repayment of borrowings, after adjusting for repayment of borrowings, of W 7,376 billion in 2024. Such impact was
partially offset by an increase in dividends paid to W 1,681 billion in 2025 from W 826 billion in 2024.
We recorded net cash used in financing activities of W 8,704 billion in 2024 compared to net cash provided by financing activities of W 5,697 billion in 2023. Such change was primarily attributable to net repayment of borrowings, after adjusting for repayment of borrowings, of W 7,376 billion in 2024 compared to net proceeds from borrowings, after adjusting for repayment of borrowings, of
W 6,969 billion in 2023.
Liquidity
We had a working capital
surplus (defined as current assets net of current liabilities) of W 65,806 billion as of March 31, 2026, W 32,079 billion as of December 31, 2025,
W 17,313 billion as of December 31, 2024 and
W 9,460 billion as of December 31, 2023. We manage our liquidity risk to maintain adequate net working capital by constantly managing
projected cash flows. We also aim to mitigate liquidity risk by contracting with financial institutions with respect to bank overdrafts, cash pooling and banking facility agreements for efficient management of funds. We believe that cash from our
operations, current and future financing arrangements (including short-term and long-term borrowing facilities and issuances of debentures) and cash and cash equivalents are likely to be sufficient to satisfy our operating cash requirements, capital
expenditure needs and debt service requirements for the next 12 months and beyond such period.
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We strive to maintain a sound capital structure, and we monitor capital on the basis of our liabilities-to-equity ratio and net borrowing ratio. The following table sets forth our liabilities-to-equity ratio and net borrowing ratio as of the dates indicated:
As of
March 31,
2026
As of December 31,
2025
2024
2023
(In billions of Won, except for percentages)
Total liabilities
W
58,449
W
55,441
W
45,940
W
46,826
Total equity
164,380
120,667
73,916
53,504
Cash and cash equivalents, short-term financial instruments and short-term investment assets
54,330
34,942
14,156
8,921
Total borrowings
19,318
22,248
22,684
29,469
Liabilities-to-equity ratio (1)
35.56
%
45.95
%
62.15
%
87.52
%
Net borrowing ratio (2)
—
—
11.54
%
38.40
%
(1)
Ratio of total liabilities divided by total equity.
(2)
Ratio of (i) total borrowings minus cash and cash equivalents, short-term financial instruments and short-term
investment assets divided by (ii) total equity. Net borrowing ratios as of March 31, 2026 and December 31, 2025 are not disclosed because the ratios are negative as of such dates.
We believe that we have various options to meet our financing needs, including short-term and long-term borrowing facilities and issuances of
debentures. However, our ability to continue to obtain debt financing at a reasonable cost will depend on several factors, some of which may be outside our control, including general economic conditions, the liquidity of the Korean and international
capital markets and commercial banking markets and the Government’s policies regarding Won and foreign currency borrowings. These policies can affect our ability to borrow and gain access to domestic and foreign capital markets and commercial
banking markets or restrict the use of proceeds of any financing, and can require us to incur indebtedness from other sources that entail higher interest rates or shorter maturities.
Market Risks
Market risk is the risk of loss related to
adverse changes in market prices, including (i) foreign exchange risk, (ii) interest rate risk and (iii) price risk associated with our investments in equity and debt securities. Our overall risk management program focuses on the
unpredictability of financial markets and seeks to minimize potential adverse effects on our financial performance. Risk management is carried out by our corporate finance division in accordance with policies approved by the Board. Our corporate
finance division identifies, evaluates and hedges financial risks in close cooperation with our operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign
exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity.
Foreign Exchange Risk
We operate
internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the U.S. dollar, Chinese Yuan, Euro and Japanese Yen. Our foreign exchange risk primarily arises from future commercial
transactions, recognized assets and liabilities in foreign currencies and net investments in foreign operations. From time to time, we also use derivative instruments to partially hedge our foreign exchange risk. In the past, we have selectively
entered into fixed-to-fixed cross-currency swaps and floating-to-fixed cross-currency
interest rate swaps to partially hedge foreign exchange risk relating to bonds and borrowings.
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As of March 31, 2026, the effect on our profit before income tax as a result of strengthening or
weakening of the foreign currencies by 10% is as follows:
If strengthened by 10%
If weakened by 10%
(In billions of Won)
U.S. dollar
W
2,954
W
(2,954
)
Japanese Yen
409
(409
)
Chinese Yuan
(23
)
23
Euro
(52
)
52
Interest Rate Risk
Interest rate risk is defined as the risk that the interest expenses arising from borrowings will fluctuate because of changes in future market interest
rates. We are exposed to interest rate risk on our existing floating rate borrowings and on additional debt financings that we may periodically undertake for various reasons, including capital expenditures and refinancing of our existing borrowings.
A rise in interest rates will increase the cost of our existing variable rate borrowings.
As of March 31, 2026, if interest rates on borrowings
were 100 basis points higher/lower with all other variables held constant, profit before income tax for the one-year period would have been
W 11 billion lower/higher, mainly as a result of higher/lower interest expense on floating rate borrowings (except for floating rate
borrowings amounting to W 163 billion under
floating-to-fixed cross-currency interest rate swap agreements and
W 317 billion under an interest rate swap agreement) and interest income on floating rate financial assets.
Security Price Risk
Our investment
portfolio consists of direct and indirect investments in listed and non-listed equity securities as well as debt securities. Such securities are exposed to security price risk. As of March 31, 2026, the book
value of our short-term investment assets was W 14,943 billion. As of such date, the book value of our long-term investment assets was W 20,658 billion, which included assets related to our participation as a member of the Bain Consortium in its purchase of a stake in Kioxia from
Toshiba Corporation in June 2018. As of March 31, 2026, the book value of our investment in SPC 1 was W 6,616 billion, and the book value
of our investment in the convertible bond issued by SPC 2 was W 13,609 billion, which are accounted for as financial assets measured at fair
value through profit or loss. In June 2026, SPC 1 completed the sale of all of its remaining equity interest in Kioxia.
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INDUSTRY OVERVIEW
The proliferation of AI, from advanced LLMs and generative and agentic AI applications to autonomous systems and intelligent edge devices, is
driving a significant transformation across many industries. This AI-driven transformation is having a profound influence on the semiconductor market, where demand for specialized processing and memory
solutions is creating an inflection point for the semiconductor market’s growth. Consequently, the semiconductor market is expanding into an even larger, more foundational, and integral component of the global economy.
At the very core of this expansion of the semiconductor market lies the memory semiconductor market as a key segment of the industry. This crucial
segment is currently in the early stages of a period of increased demand, as it directly addresses the immense data processing and storage requirements of AI. This structural shift in demand is not only influencing the growth trajectory of the
memory semiconductor market but also reinforcing its importance within the technology ecosystem.
A. Key Segments
The memory semiconductor market is primarily composed of two principal product categories, DRAM and NAND flash memory, with HBM and eSSD emerging as key
high-value sub-segments.
DRAM
Traditional DRAM: DRAM is a type of volatile memory that stores data for the short term, providing the rapid
data access required for processors to execute tasks. It is widely used in computing devices, with primary applications in servers, mobile devices and personal computers.
HBM: HBM is a specialized, high-performance category of DRAM designed to address the immense data
processing needs of AI accelerators. It involves vertically stacking multiple DRAM dies and connecting them through TSV packaging technology to achieve significantly higher memory bandwidth than traditional DRAM. Due to its complexity and critical
role in AI performance, HBM commanded a significant price premium of more than five times that of traditional DRAM on a per-gigabyte basis in 2025, according to Gartner.
NAND Flash Memory
NAND : NAND is a type of non-volatile memory that retains data even when
power is turned off, used for long-term data storage. Its primary applications include consumer-grade SSDs for personal computers and tablets, and embedded storage for mobile devices and other consumer electronics products, where cost-effectiveness
and density are key considerations.
eSSD : eSSD is a NAND flash-based solid-state storage device designed for enterprise and data center environments
that require reliable, high-capacity data storage and processing capabilities. It is characterized by advanced error correction, power loss protection and robust controllers to ensure data integrity and consistent performance under continuous, heavy
workloads.
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B.
Market Size and Growth: An AI-Driven Semiconductor Upcycle
The following graph provides information regarding the size of the global semiconductor market by product category for the
periods indicated.
Global Semiconductor Market Size
(In billions of U.S. dollars)
Source: Gartner, Forecast: Semiconductors and Electronics, Worldwide (4Q22 update for 2020A and 2021A figures, 4Q23 update for
2022A figures, 2023-2029, 4Q25 update for 2023A figures and 2024-2030, 1Q26 update for 2024A–2027E figures), R. Rajput et al., March 26, 2026.
Note:
“A” means actual and “E” means estimate forecast.
The semiconductor market is experiencing significant growth momentum,
driven by the proliferation of AI. According to Gartner, total semiconductor revenues are forecast to reach US$1.32 trillion in 2026 and are projected to grow at a compounded annual growth rate (“CAGR”) of 38.9% from 2025 to 2027,
reaching US$1.56 trillion in 2027.
The memory semiconductor segment is central to this growth. According to Gartner, the overall memory
semiconductor market is projected to increase from US$216 billion in 2025 to US$633 billion in 2026, representing year-over-year growth of 192.7%, and to grow at a CAGR of 86.0% from 2025 to reach approximately US$748 billion in 2027.
This expansion is expected to be driven primarily by the rapid growth of the HBM segment, an important component supporting AI computing and storage demand, along with strong increases in the average selling prices of DRAM and NAND products.
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The following graph provides information regarding the size of the global memory semiconductor market
by product category for the periods indicated.
Global Memory Semiconductor Market Size
(In billions of U.S. dollars)
Source: Gartner, Forecast: DRAM Market Statistics, Supply and Demand, Worldwide (2020-2027, 4Q23 update for 2020A and 2021A
figures, 2022-2029, 4Q25 update for 2022A figures and 2023-2030, 1Q26 update for 2023A–2027E figures), S. Pant, March 26, 2026, Gartner, Forecast: NAND Flash Market Statistics, Supply and Demand, Worldwide (2023-2030, 1Q26 update for
2020A-2027E figures), J. Unsworth, April 9, 2026, and Gartner, Forecast: Semiconductors and Electronics, Worldwide (4Q22 update for 2020A and 2021A figures, 4Q23 update for 2022A figures, 2023-2029, 4Q25 update for 2023A figures and
2024-2030, 1Q26 update for 2024A-2027E figures), R. Rajput et al., March 26, 2026.
(1)
HBM figures are available from 2022 onwards.
(2)
Includes emerging memory (phase-change memory, conductive bridge RAM, magnetoresistive RAM, etc.) and other memory (static
RAM, pseudostatic RAM, Not-OR (“NOR”) flash memory, etc.).
(3)
Includes HBM, server DRAM and eSSD (enterprise server and storage SSDs).
Note: “A” means actual and “E” means estimate forecast.
According to Gartner, overall DRAM revenues are forecast to grow at a CAGR of 67.3% from US$143 billion in 2025 to US$401 billion in 2027, while HBM
revenues are forecast to increase from US$33 billion in 2025 to US$86 billion in 2027, representing a CAGR of 60.5%.
According to
Gartner, NAND revenues are forecast to grow at a CAGR of 123.7% from US$68 billion in 2025 to US$341 billion in 2027.
Driven by AI-related demand, the memory industry is experiencing a significant shift from consumer to enterprise applications. An increasing number of AI servers are designed and deployed using a tiered memory architecture in
which HBM is positioned adjacent to GPUs and comprises the highest bandwidth memory, server DRAM is positioned adjacent to CPUs and comprises the working memory layer supporting task orchestration and eSSD is positioned at the bottom of the stack
and provides persistent, high capacity storage. This tiered architecture reinforces the structural interdependence of these three memory categories. As AI server configurations scale in complexity, the demand for each tier grows in tandem. HBM,
server DRAM and eSSD have therefore benefited from the expansion of AI server deployments and the increase in required memory and storage content
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per server node. According to Gartner, the enterprise segment’s contribution to the overall memory semiconductor market increased from 26.5% in 2020 to 43.1% in 2025 and is projected to
reach 51.9% in 2027. This growing demand from enterprise customers, supported by long-term AI and cloud infrastructure investments, is expected to provide a more resilient demand base and mitigate the historical cyclicality of the memory
semiconductor market.
C.
Key Trends and Growth Drivers
1.
Traditional DRAM: A Structural Supply Constraint
In recent periods, major memory semiconductor producers have allocated their limited cleanroom space and capital
expenditure to the production of HBM, given its robust demand and the significantly higher complexity and wafer intensity of its manufacturing process compared to traditional DRAM. In addition, expanding data processing and storage demand from AI
accelerators and data centers is driving increasing demand not only for HBM but also for traditional DRAM products such as server DDR5 and RDIMM. In particular, as agentic AI and AI inference proliferate, CPU-orchestrated workloads, including
scheduling, data preprocessing and memory management, are expanding, which has accelerated the demand for high-capacity server DRAM. This significant increase in demand for HBM and server DRAM has significantly constrained the supply of PC, mobile
and consumer DRAM for the traditional DRAM market as semiconductor producers seek to allocate their manufacturing capacity.
As a result, the traditional DRAM market has been experiencing a significant price recovery since the third quarter of
2025, driven by (i) structural undersupply arising from the industry-wide reallocation of production capacity to HBM, (ii) increase in demand for server DRAMs and (iii) growing demand from PC and smartphone manufacturers driven by
rising on-device AI adoption. According to Gartner, traditional DRAM’s average selling price increased by 45.2% year-over-year in the fourth quarter of 2025 and is forecast to increase 136.4% and 198.1% year-over-year in the first quarter of
2026 and the second quarter of 2026, respectively, with the favorable pricing environment being expected to continue throughout 2026.
2.
HBM: The Epicenter of AI Growth
The rapid growth in the size and complexity of AI models has created what is often referred to as a “memory
wall,” where the performance of AI accelerators is limited not by their processing power, but by the speed at which data can be fed to them. HBM directly addresses such bottleneck by providing a wide data interface and bandwidth that are
significantly higher than traditional DRAM, making it an important component for high-performance AI systems. Demand for HBM is therefore closely tied to the robust growth of the AI market.
Relative to traditional memory products, HBM has demonstrated strong pricing resilience, reflecting its important role in
AI infrastructure. Supported by sustained demand from AI accelerators and a highly complex and capacity-limited supply chain, HBM has maintained double-digit year-over-year average selling price growth throughout 2024 and 2025, according to Gartner,
and this robust pricing trend is expected to continue over the next several quarters.
3.
NAND: Foundation for Pervasive Data Storage and AI Infrastructure
NAND flash memory is essential for long-term data storage across various digital ecosystems. With SSD’s multiple
advantages over HDD, adoption rates of SSD are
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increasing for personal computing and mobile devices. As SSD utilizes flash memory technology, it enables faster boot times, quicker application loading and improved system responsiveness
compared to HDD. In addition, SSD operates without moving mechanical parts, which makes it more durable and reliable as it is less prone to damage from impact, especially for portable devices. SSD also allows for longer battery life in mobile
devices as it consumes less power than HDD.
The AI infrastructure build-out, driven by the rapid expansion of AI inference
workloads, is fueling the need for scalable, low-latency memory storage solutions across AI data centers, and driving an increase in demand for high-capacity, high-performance eSSD. The increased demand for eSSD in AI servers has been driven by
existing requirements for data staging, model checkpointing and high-speed access to large datasets and the expanding compute workloads required by agentic AI. We believe this demand will continue to grow as eSSD emerges as a critical throughput
storage layer for AI operations.
Favorable strong demand, primarily driven by robust and long-term demand for eSSDs from AI data centers, reflects NAND
flash memory’s important role across various digital ecosystems in the AI era. This demand has contributed to strong price recovery beginning in the fourth quarter of 2025. According to Gartner, NAND flash memory’s average selling price
is expected to increase year-over-year by 111.1% and 243.8% in the first quarter of 2026 and the second quarter of 2026, respectively, and more than 250% in each of the third and fourth quarters of 2026.
D.
Competitive Landscape
The memory semiconductor market is highly consolidated, with distinct competitive dynamics in each key segment.
DRAM
The following graph provides
market share information of the global DRAM market for the periods indicated.
Global DRAM Market Shares by Revenue (1)
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Source: IDC, Worldwide Memory Market Shares (4Q25 update for 2021A-2025A figures), S. Kim, March 9, 2026, and
IDC, Worldwide DRAM Demand and Supply (1Q26-4Q27 and 2026-2030 update for 1Q26A figures), S. Kim, May 27, 2026.
(1)
Includes HBM.
Note:
“A” means actual.
The following graph provides market share information of the global HBM market for the periods indicated.
Global HBM Market Shares by Revenue
Source: IDC, Worldwide DRAM Demand and Supply (4Q25-4Q26 and 2026-2030 update for 2024A figures and 1Q26-4Q27 and 2026-2030
update for 2025A and 1Q26A figures), S. Kim, May 27, 2026.
Note: “A” means actual.
The overall DRAM market is largely concentrated among three players, collectively accounting for more than 90% of market share by revenue in the first
quarter of 2026, according to IDC. Leveraging our strengths in high-value products such as HBM, SK hynix ranked as the second largest DRAM supplier globally in the first quarter of 2026 with a 29.1% market share by revenue, according to IDC. Other
major players include Samsung Electronics and Micron Technology, according to IDC.
As the first company to mass-produce multiple generations of HBM
products, including HBM3 and HBM3E, SK hynix is a leading player in the HBM market, with a 56.4% market share by revenue in the first quarter of 2026, according to IDC.
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NAND Flash Memory
The following graph provides market share information of the global NAND flash memory market for the periods indicated.
Global NAND Flash Memory Market Shares by Revenue (1)
Source: IDC, Worldwide Memory Market Shares (4Q25 update for 2021A-2025A figures), S. Kim, March 9, 2026, and IDC,
Worldwide NAND Flash Demand and Supply (1Q26 4Q27 and 2026-2030 update for 1Q26A figures), S. Kim, June 2, 2026.
(1)
SK hynix figures include Solidigm. Sandisk figures prior to 2025 are those of Western Digital.
Note: “A” means actual.
The NAND flash memory market
includes a slightly larger number of players with five companies accounting for more than 90% of market share by revenue in the first quarter of 2026, according to IDC. As the second-largest supplier in the overall NAND flash memory market, with an
18.5% market share by revenue in the first quarter of 2026, according to IDC, our key strength lies in eSSD, an important sub-segment in the AI era.
High Barriers to Entry
The memory
semiconductor industry is highlighted by significant barriers to entry, which helps to solidify established players’ competitive positioning against new market entrants:
◾
Technological Complexity : The production of memory semiconductor products requires highly integrated and
multifaceted capabilities across stable supply chain management, design, fabrication and packaging processes. While continual development in advanced node technologies and sophisticated packaging solutions achieve stable manufacturing yields as well
as scalability for mass production, they also require significant technical expertise and resources that only few players in the market possess.
◾
Intense Capital Requirements : The industry is capital-intensive, particularly with respect to the construction and
equipping of a new, advanced semiconductor fabrication plant. A high level of sustained capital expenditure is feasible only for a small number of large, well-capitalized global players with the ability to generate returns on that investment.
According to Gartner, the total global semiconductor capital spending in 2026 is projected to be US$237 billion, of which the top 20 spenders account for US$208 billion, representing 87.6% of total expenditures.
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BUSINESS
Overview
We are one of the world’s largest memory
semiconductor companies and engage in the design, manufacture and sale of advanced memory semiconductors. In the DRAM market that includes HBM, we were ranked second globally based on revenue with a market share of 29.1% in the first quarter of
2026, according to market research conducted by IDC. In the HBM market, we were ranked first globally based on revenue with a market share of 56.4% in the first quarter of 2026, according to IDC. In addition, we were the second largest supplier of
NAND flash memory based on revenue, with a worldwide market share of 18.5% in the first quarter of 2026, according to IDC. Our memory products can be used in virtually all electronic devices, including graphics cards, PCs, data center servers,
mobile devices such as smartphones and tablets, and other consumer electronics products. We also conduct our foundry business through SK hynix system ic and SK keyfoundry, our wholly-owned subsidiaries.
We sell a wide variety of DRAM and NAND flash memory products with various configuration options, architectures and performance characteristics tailored
to meet application- and customer-specific needs. We believe that we are one of the world’s leading companies in developing DRAMs with advanced specifications, particularly those requiring higher
density, faster data-processing speed and lower power consumption. We are continually developing higher-density DRAM modules, SSDs and other advanced DRAM and NAND flash memory products that are optimized for our customers’ specific
applications. In recent years, we have substantially increased our sales of HBMs. HBMs are advanced memory semiconductors designed to deliver fast data transfers while using less power, making them especially useful in high-performance
applications such as GPUs, AI and high-performance computing.
We have focused our sales and marketing activities in recent years on expanding our
base of long-term strategic customers. We believe that our expertise and know-how in producing advanced memory semiconductors, strong long-term relationships with our key customers and state-of-the-art global production facilities in key strategic locations provide us with sustainable competitive advantages that will
continue to differentiate us from our competitors and enable us to take advantage of attractive growth opportunities. We believe that we are a global leader in the HBM market with advanced production know-how
and development of specific configurations that meet our customers’ demands. Our customers seek HBM suppliers with whom they can better align their own product development efforts and their strict quality standards often require HBM
manufacturers to comply with rigorous testing and approval processes. We believe that our strengths in HBM, server DRAM and eSSD enable us to mitigate the risks associated with the cyclicality of the memory semiconductor market.
We own and operate wafer fabs in Icheon and Cheongju, Korea and Wuxi and Dalian, China. We also own and operate assembly and testing facilities for back-end processing of our products in Icheon and Cheongju, Korea and Chongqing, China. As part of our efforts to reduce unit manufacturing costs, improve manufacturing yields and enhance our profitability, we
periodically phase out the operations of our older fabs or upgrade them to implement more advanced processing technologies. In addition to regular maintenance and enhancement of existing fabs, in October 2025, we opened the cleanroom of a new
extension fab called “M15X” in Cheongju, which we plan to utilize to further increase our production capacity of next-generation DRAMs such as HBM. We began wafer input at the M15X in the first quarter of 2026 and expect to gradually
ramp up our production volume. As part of our efforts to ensure our long-term competitiveness, we have also announced initiatives to construct an integrated industrial complex in Yongin, Korea for our next generation of fabs and research and
development facilities. We began construction of our first fab at the Yongin complex in February 2025 with the
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phase 1 cleanroom of the first fab expected to open in the first quarter of 2027. We are currently constructing an advanced packaging plant called “P&T7” in Cheongju and
expect to complete construction by the end of 2027. In December 2024, we also announced plans to build an advanced packaging plant in Indiana, United States, and expect to commence operations in the second half of 2028.
In order to maintain our technological leadership, as well as to access new markets for our products, we engage in strategic initiatives, including
making investments and acquisitions, from time to time. In October 2020, we agreed to acquire the NAND flash memory and storage business of Intel, including the NAND flash memory manufacturing facility in Dalian, China, NAND flash memory and
SSD-related intellectual property and research and development personnel. As consideration for the Intel NAND Business Acquisition, we paid US$6.6 billion in December 2021 and US$2.2 billion in March 2025. We created a subsidiary in the
United States to operate the acquired business under the brand name “Solidigm.” We also selectively acquire minority equity positions in other industry players to further strengthen our business relationships and acquire complementary
businesses that we believe can further strengthen our leading position in the industry. See “Business — Investments and Acquisitions.”
Our revenue was W 52,576 billion in the first
quarter of 2026 and W 17,639 billion in the first quarter of 2025, and
W 97,147 billion in 2025,
W 66,193 billion in 2024 and
W 32,766 billion in 2023. We recorded profit for the period of
W 40,346 billion in the first quarter of 2026 and
W 8,108 billion in the first quarter of 2025, and profit for the year of
W 42,948 billion in 2025 and
W 19,797 billion in 2024 and loss for the year of
W 9,138 billion in 2023. We had total assets of
W 222,829 billion and total equity of
W 164,380 billion as of March 31, 2026, and total assets of
W 176,108 billion and total equity of
W 120,667 billion as of December 31, 2025.
Our
Competitive Strengths
We are a leading player in the global memory semiconductor industry serving as a supplier of advanced DRAM and NAND flash
memory solutions optimized for a broad range of applications and customers. Our competitive strengths are underpinned by technological leadership in high-value products, including HBMs, server DRAMs and eSSDs, supporting AI infrastructure through
the development of foundational memory solutions, complemented by a strong presence in traditional DRAM and NAND flash memory semiconductor markets. Our competitive strengths also include our research and development activities, operational
capabilities, close collaboration with customers and a solid financial profile that enable sustained strategic investments to further strength our competitiveness.
1.
Critical Role in the AI Era with Unrivaled Expertise in the HBM Segment
We play a critical role in the AI era, particularly through our leadership in the HBM segment. HBMs are critical because
they act as the high-speed data backbone for AI processors, mitigating the “memory wall” that occurs when powerful GPUs outpace the speed of traditional memory. According to IDC, we held a 56.4% market share of the HBM segment by revenue
in the first quarter of 2026.
We are a technological innovator in the HBM segment. We were the first to develop HBMs using TSV packaging technology, and
we commercialized HBM3E in 2024 and developed the next-generation HBM4 in 2025, further strengthening our technological capabilities in the HBM segment.
Beyond technological innovation, our competitive edge in the HBM segment lies with our robust mass production capabilities
and demonstrated track record, which are key factors prioritized by our customers. We invest in efficient state-of-the-art
fabrication facilities and
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advanced packaging lines, which enable us to support our production volumes while meeting our customers’ stringent product quality requirements. Our extensive experience in handling diverse
customer needs and satisfying complex qualification processes further supports our position as a trusted HBM supplier.
2.
Comprehensive DRAM Portfolio Beyond HBM that is Optimized for AI Infrastructure Buildout
Beyond HBM, we provide DRAM products such as advanced server DRAMs that are used to support the data processing of AI
accelerators and data centers.
Our product portfolio includes advanced DDR5/LPDDR5-based modules such as RDIMM and SOCAMM2 that are specifically designed
for high capacity and bandwidth needs of AI accelerators and data centers. As AI server architectures evolve, the role of CPUs within these systems is expanding. Expanded CPU utilization requires higher server DRAM demand per node, as larger and
faster DRAM capacity is needed to support the throughput and working memory of CPU-orchestrated AI workloads. Our DRAMs with higher capacity and bandwidth are used to provide the data processing required by CPUs in AI servers, and complement our
HBMs by offering a balanced solution for memory capacity, bandwidth and cost-effectiveness across a wide range of AI computing environments.
3.
Expertise in eSSD Memory Solutions that are Ideally Suited for Evolution of AI Server Architecture
With the evolution of AI server architecture, notably KV cache offloading from system memory to SSD, eSSDs are playing an
increasingly active and important role in large scale build-out of AI inference infrastructure, where eSSD is no longer a storage peripheral but an active participant in the memory subsystem. We believe that
demand for eSSD will further increase to address the workloads related to generative and agentic AI and foundation model inferencing, making the eSSD segment an attractive opportunity for future growth.
Leveraging our advanced NAND scaling capabilities, including the next-generation vertical cell architectures that support
higher density and performance at a lower cost per bit, as well as our expertise in controller integration and firmware optimization, we provide reliable and scalable eSSD solutions for cloud and hyperscale data centers, which form the backbone
of AI inference infrastructure. Following our October 2020 agreement to acquire Intel’s NAND flash memory and storage business, we have further strengthened our capabilities in the high-end eSSD market.
4.
Global Leadership in DRAM and NAND Flash Memory to Capitalize on Favorable Market Upcycle
We maintain a significant market presence in the global DRAM and NAND flash memory semiconductor markets. Our core memory
product lines form a substantial and stable revenue base, and our products are used across a range of computing and storage applications in various markets.
According to IDC, we ranked as the second-largest player in the global DRAM market in the first quarter of 2026 with a
29.1% market share by revenue. This market leading position is supported by our HBM offerings for AI accelerators as well as our comprehensive portfolio of traditional DRAM products, including DDR5, LPDDR5T/5X and GDDR7, that serve a diverse range
of markets including mobile, PC, server and graphics. We believe that our production expertise is critical to our success. For example, we obtained the industry’s first 1c DRAM
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production technology, the sixth generation of the 10nm-class production process that delivers improvements in operating speed, power efficiency and cost competitiveness of our DRAMs.
According to IDC, we ranked as the second-largest player in the global NAND flash memory semiconductor market in the first
quarter of 2026, with an 18.5% market share by revenue. Our strong market position is supported by our ongoing technological innovations, including our transition from utilizing 176 layer technology to 238 and 321 layer technologies for
higher-density NAND flash memory products with more competitive cost structures.
5.
Visionary Research and Development and
Best-in-Class Production Execution
Our leading position in the global memory semiconductor market and technology, HBM in particular, reflects our long-term
investment in research and development. Recognizing the potential of HBM to overcome the performance barriers of memory semiconductors, we began the development of core technologies used in HBM production such as TSV packaging technology and MR-MUF, which enable high density die stacking by overcoming key challenges including thermal management and warpage while supporting high-volume, high-yield manufacturing.
Our expenditure on research and development activities, after adjusting for capitalized development cost, was W 2,451 billion in the first quarter of 2026 and
W 1,472 billion in the first quarter of 2025, and
W 6,466 billion in 2025,
W 4,436 billion in 2024 and
W 3,751 billion in 2023. In recent years, we have focused our research and development activities on the development of our next-generation
memory products such as HBM4/4E and AI-optimized products. Our commitment has led to multiple technology milestones, including the industry’s first HBM and next-generation HBM4 developments, the
world’s fastest advanced LPDDR5T mobile DRAM, and the industry’s leading 321 layers technology. We also integrate our technology roadmap with leading semiconductor and cloud service providers to anticipate market needs in the AI era.
An important factor in our production operations is our highly efficient and capable workforce, particularly our
engineering and research and development teams. Our significant investment in research and development is matched by our commitment to attracting and retaining engineering talent. These highly skilled professionals are responsible for the ongoing
development of memory technology, from fundamental research to process development and product design. We maintain active research and development personnel in strategic locations such as Korea and the United States, to foster collaboration, align
roadmaps with ecosystem partners, and ensure that we sustain our technological advancements and operational best practices in the rapidly evolving semiconductor industry.
We maintain a proven track record of operational excellence across yield, cycle time, cost management and production ramp-up. We believe that our fab operations in Korea (Icheon and Cheongju) and China (Dalian and Wuxi) are among the most advanced in the industry, and we have continually demonstrated our ability to transition
across process nodes with minimal disruption and strong gross margin recovery during upcycles.
6.
Strong Customer and Partner Relationships Driving Collaborative Innovation
Our business focuses on the development and supply of competitive memory solutions. This focus on memory products positions
us as a dedicated, non-competing technology partner to our customers. Our focused business model has enabled us to build an extensive global customer base, consisting of the world’s leading technology
companies, and relationships with partners across the semiconductor supply chain.
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We actively engage with our customers and partners from the earliest stages of product conceptualization and design,
ensuring our memory solutions are designed to meet the evolving requirements in the AI era. These collaborations position us as a long-term key supplier in the memory value chain as deep customization and integration lead to substantial switching
costs, which serve as a strong barrier to entry.
7.
Solid Financial Profile that Enables Capacity for Continued Strategic Investments
Supported by an efficient cost structure and disciplined capital expenditure management, we have maintained financial
discipline and investment-grade credit metrics in recent years. With a strong semiconductor recovery cycle underway, we have benefited from operating leverage as average selling prices improve and our product mix shifts toward higher value-added
products such as HBM and eSSD, resulting in revenue of W 97 trillion, revenue growth of 46.8% year-over-year and Adjusted EBITDA margin
(calculated by dividing Adjusted EBITDA by revenue) and net margin (calculated by dividing profit by revenue) of 62.9% and 44.2% in 2025, respectively. In the first quarter of 2026, we recorded revenue of W 53 trillion, revenue growth of 198.1% compared to the first quarter of 2025 and Adjusted EBITDA margin and net margin of 78.6% and 76.7%, respectively.
Our balance sheet resilience is supported by prudent leverage, diversified funding sources and a strong liquidity position.
As of March 31, 2026, we held W 54 trillion in cash and cash equivalents including short-term financial instruments and short-term investment
assets. In addition, our liabilities-to-equity ratio (ratio of total liabilities divided by total equity) decreased from 87.5% as of December 31, 2023 to 35.6% as of March 31, 2026.
As the semiconductor industry is highly capital-intensive, our robust financial fundamentals provide sufficient capacity
and flexibility to continually re-invest in cutting-edge technology and manufacturing infrastructure, thereby sustaining our technological leadership and competitive edge in the long term.
Our Strategy
We are committed to
expanding our position in high-value memory solutions, scaling our global manufacturing capacity and developing new technologies that are aligned with increasing demand related to AI and next-generation computing. In the past, memory semiconductor
companies provided commodity components. However, in the AI era, memory semiconductors are playing a critical role in optimizing the performance of AI and next-generation computing, and our vision is to cooperate closely with our customers and
partners to better understand and address their needs, proactively participate in designing the landscape of the AI ecosystem, and become a “Full Stack AI Memory Creator.” Our vision is supported by robust financial management,
disciplined capital investments and continuous innovation across the memory value chain, positioning us to play a leading role in the global AI infrastructure buildout while fostering sustainable shareholder returns.
1.
Solidifying Technological Leadership and Memory Innovation
We aim to solidify our strong market position and technological capabilities across multiple memory product segments. This
involves advancing our technology roadmap in alignment with the evolving needs of AI and high-performance computing, where memory architectures are facing increasing pressure to deliver higher bandwidth, better power efficiency and more modular
integration.
We strive to strengthen our technological leadership in the HBM segment to further solidify our market leading
position. HBM is a highly complex product that requires implementation of advanced production processes such as TSV packaging technology and compliance with rigorous testing and approval processes required by our
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customers. Leveraging our proven track record of development and mass production of successful products such as HBM3E, we have established a differentiated technological edge. We aim to
further enhance our ability to satisfy our customers’ testing and approval processes and seamlessly translate them to efficient mass production. We also strive to enhance our advanced packaging technologies to widen our technological gap
in the HBM segment and develop our next-generation of HBM products, while further strengthening our production and cost competitiveness.
Leveraging our technological leadership, we are expanding our DRAM offerings beyond traditional DRAMs to include AI-optimized DRAM solutions under the “AI-D” architecture framework, comprising (i) AI-D O (Optimization) for low-energy use while delivering high performance such as MRDIMM and SoCAMM2, (ii) AI-D B (Breakthrough) for high density and flexible memory allocation such as CMM and LPDDR6
PIM and (iii) AI-D E (Expansion) for specialized DRAMs for specific use beyond data centers, such as robotics, mobility and industrial automation. We believe our specialized solutions are better suited to
meet emerging demands in AI inference, edge computing and memory disaggregation, supporting more power-efficient and flexible system designs at a time when memory performance is becoming an increasingly important differentiator in AI workloads.
As AI workloads continue to grow in scale and complexity, the role of NAND flash memory is evolving. To address this, we
are enhancing our NAND portfolio with a focus on performance, density and system-level integration. As part of this effort, we are accelerating our transition to 321-layers technology and development of
next-generation eSSDs with industry-leading capacity of 245TB that are tailored to the needs of large scale data centers. Additionally, we are advancing a roadmap of AI-optimized NAND solutions under the “AI-N” architecture framework, comprising (i) AI-N P (Performance) for high-speed, low-latency response, (ii) AI-N B (Bandwidth) leveraging HBF technology for advanced parallelism and stacking and (iii) AI-N D (Density) enabling high-capacity storage in a compact form
factor. These solutions are designed to support a wide range of AI use cases, from data pre-processing and model training to retrieval-augmented generation and multi-modal inference.
To further grow our role as a visionary leader and critical co-developer of the AI
ecosystem, we are establishing global research centers in the United States, China and Japan. They will further provide valuable insights into evolving computing system architecture and strengthen collaboration with global technology companies. This
initiative significantly enhances our ability to not only anticipate future requirements of memory semiconductors but also to actively shape the next generation of AI-optimized memory solutions.
2.
Strengthening Customer and Partner Relationships and Developing Customized HBM Products
We are proactively preparing for future demands by strengthening our customer relationships, better understanding their
needs and developing custom HBM solutions. In June 2026, we announced a technology partnership with NVIDIA Corporation (“NVIDIA”) to advance next-generation memory aligned with NVIDIA’s AI infrastructure roadmap, which also
includes the supply of memory semiconductors. The two companies expect to collaborate on memory technology for NVIDIA’s platforms such as Vera Rubin AI supercomputers, Vera CPUs, RTX Spark-owered PCs and Jetson Thor robotic computing
platforms. We expect to integrate NVIDIA’s software stack, including CUDA-X, PhysicsNeMo and Omniverse, to accelerate semiconductor design, simulate manufacturing processes and develop digital twins for autonomous fab operations. To further
solidify our HBM leadership, we are strengthening customer relationships through dedicated personnel that cover specific key customers and work closely with them to better understand their specific needs. We plan to provide
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comprehensive support during various development phases of the customers’ end products and proactively offer them solutions through differentiated technological capabilities while
maintaining cost competitiveness. Concurrently, we are strategically pursuing customer diversification beyond traditional AI accelerator providers, including leading cloud service providers to broaden our market presence.
We are investing in the development of HBM4E and future generations of DRAMs, focusing on critical technologies such as
custom base die integration and advanced stacking techniques. These innovations enable customized HBM solutions that are designed to improve performance for our customers’ specific architecture and workload requirements. These efforts, pursued
in close collaboration with key AI ecosystem partners, are strategically aimed at addressing evolving AI market demands that are shifting from general-purpose performance to inference efficiency and cost optimization, thereby ensuring that our HBM
solutions continue to support advancements in performance of AI accelerators.
3.
Pursuing Production Capacity Expansion in Korea to Address Growing Demand
To meet the rising demand for advanced memory driven by AI training, inference and
cloud-scale workloads, we are executing capacity expansion plans over the next decade. Subject to market demand for our products, the production outlook of the global memory semiconductor industry and general
global economic conditions, we are targeting to double our wafer production capacity within the next five years and continue to expand our capacity beyond such period. We currently expect to invest approximately W 600 trillion for the Yongin complex (which includes the acquisition of land, construction of four fabs, purchase and installation of equipment and
ancillary expenses), with target completion of the first cleanroom of the fourth fab by 2033. Other than W 31 trillion approved for
the construction of the first fab (not including purchase and installation of equipment), the remainder of such investment plan remains subject to further internal determination and approval by our board of directors.
On June 29, 2026, we also announced preliminary plans to invest (i) approximately W 100 trillion for the Cheongju complex, which includes
W 80 trillion for the construction of a new NAND flash memory fab (including installation of equipment and ancillary expenses) on land we
currently own with a target opening date of the cleanroom in the first half of 2029, as well as W 20 trillion for the enhancements of advanced
packaging facilities, including construction of the P&T7 advanced packing plant with a target opening date of the cleanroom by the end of 2027 and installation of equipment following such construction and (ii) approximately W 400 trillion for our next-generation complex to be located in the Southwestern region of Korea, with the target opening date subject to further
consideration. The estimated long-term investment amount relating to the Southwestern region includes the acquisition of land, construction of a multi-fab cluster, purchase and installation of equipment and ancillary expenses. Our investment plans
announced on June 29, 2026 remain subject to further internal determination, discussion with the Government and approval by our board of directors. We may delay or not implement some of our capital expenditure plans based on our ongoing assessment
of market conditions. We believe that our efforts to better understand the needs of our customers will enable us to optimally adjust our capital expenditure plans on a timely basis and more effectively respond to changes in market conditions.
Our current capacity expansion projects in Korea include:
Yongin Semiconductor Cluster: We are currently constructing a multi-fab
cluster in Yongin, Korea. The first fab will consist of six cleanrooms, and we are currently planning to sequentially construct three additional fabs, subject to evolving market conditions of the memory semiconductor industry. We began construction
of our first fab at the Yongin complex in February 2025 with the phase 1 cleanroom of the first fab expected to open in the first quarter of 2027.
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Cheongju M15 X : M15X is a next-generation extension fab in
Cheongju, Korea that is dedicated primarily to the production of HBM and high-performance DRAM products. It incorporates EUV lithography and advanced cleanroom automation, serving as a blueprint for future fabs. This site anchors our near-term
ability to meet rapidly increasing HBM demand. We began wafer input in the first quarter of 2026 and expect to gradually ramp up our production volume.
Cheongju P&T7 Fab: We are currently constructing an advanced packaging plant in Cheongju, Korea primarily for
packaging AI memory products. We expect to complete construction by the end of 2027.
We maintain a disciplined capital allocation policy, targeting a capex-to-sales ratio in the mid-30% range based on a rolling three-year average. This approach is intended to preserve financial flexibility while supporting our
long-term technology leadership.
4.
Investing in U.S.-Based Advanced Packaging Facility to Support AI Memory Demand
As part of our strategy to establish a local manufacturing presence in our largest market, we are investing approximately W 5,900 billion to construct our first U.S. production facility in West Lafayette, Indiana. The facility will focus on the advanced packaging of
HBMs for use in AI accelerators, and we are targeting completion of the first cleanroom in the second half of 2028.
The Indiana site will also house research and development and reliability evaluation centers, enabling closer collaboration
with North American customers including large cloud service providers, AI chipmakers and system original equipment manufacturers (“OEMs”).
This investment enhances geographic diversification of our production facilities and enables us to benefit from federal
subsidies and loans from the U.S. Department of Commerce under the CHIPS Act. We believe that it also enhances joint activities with our key customers in the United States for customized memory solutions, including reduction of product development
lead time and acceleration of commercialization.
5.
Expanding Our Role Beyond that of a Memory Semiconductor Producer in the AI Era
To capitalize on the growing opportunities in the AI era, we established a dedicated entity in the United States for making
strategic investments in AI innovators. Established in March 2026, the entity will proactively identify investment opportunities in companies with cutting-edge AI capabilities, with the goal of accelerating
discovery of innovative AI solutions.
We plan to commit US$10 billion to the new entity with the funds to be deployed by 2030 on a capital-call basis as
suitable investment opportunities are identified. Our initial focus will be on securing AI architecture and software technologies, with plans to gradually expand investments across the AI ecosystem.
6.
Focusing on Financial Management to Provide Sustainable Shareholder Returns
We will continue to focus on strengthening our balance sheet and optimizing cash flows to ensure financial resilience
across market cycles. We plan to pursue prudent working capital management and implement disciplined investment strategies that are strategically aligned with our long-term objectives to balance growth with profitability.
We are committed to our shareholder return policy, under which we evaluate dividends and share repurchase programs in light
of our financial performance, market conditions and long-term strategic investment needs. We seek to maintain an appropriate balance between investing in innovations and production capacity expansions for future growth in alignment with our
strategic objectives against returning value to our shareholders.
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As part of our efforts to enhance shareholder returns, we retired 15.3 million treasury shares in February 2026, which
represent all of our treasury shares other than those reserved for employee compensation and conversion of outstanding exchangeable bonds. We also increased our dividend payments for 2025 to W 3,000 per share compared to W 2,204 per share for 2024. On April 22, 2026, we declared
a dividend of W 375 per share for the first quarter of 2026 in line with that for the first quarter of 2025. We will continue to monitor our
earnings and cash flow trends while exploring measures such as dividend payments and share buybacks to further enhance shareholder returns, including in the remainder of 2026.
History
In 1983, our predecessor, Hyundai Electronics
Industries Co., Ltd. (“Hyundai Electronics Industries”), entered the memory semiconductor industry with the construction of its first fab in Icheon, Korea. In December 1996, Hyundai Electronics Industries became a public company through
an initial public offering and listing of its common shares on the KRX KOSPI Market. In May 1999, Hyundai Electronics Industries acquired the memory semiconductor business of the LG Group, and such business was subsequently merged into Hyundai
Electronics Industries.
In response to a substantial decline in global DRAM prices as a result of worldwide oversupply, Hyundai Electronics
Industries underwent a corporate restructuring starting in 2001, including divestment of non-core businesses and a restructuring of its debt through debt cancellations, extensions of maturities and reductions
of interest rates as well as a debt-to-equity swap with its creditors. In March 2001, Hyundai Electronics Industries changed its name to Hynix Semiconductor Inc.
(“Hynix Semiconductor”), and the Korea Fair Trade Commission approved its disaffiliation from the former Hyundai Group in August 2001. In February 2012, the former creditors of Hynix Semiconductor sold their remaining interest in us to
SK Telecom Co., Ltd. (“SK Telecom”). Hynix Semiconductor changed its name to SK hynix Inc. in March 2012. As of March 31, 2026, SK square, which was demerged from SK Telecom in 2021, held a 20.5% interest in us.
Products and Applications
We sell a wide variety of DRAM and
NAND flash memory products with various configuration options, architectures and performance characteristics tailored to meet application- and customer-specific needs. We also conduct our foundry business through SK hynix system ic and SK
keyfoundry, our wholly-owned subsidiaries. We acquired SK keyfoundry in August 2022.
The following table sets forth our revenue by
principal product category and the related percentage data for the periods indicated.
Three Months Ended March 31,
Year Ended December 31,
2026
2025
2025
2024
2023
Revenue
%
Revenue
%
Revenue
%
Revenue
%
Revenue
%
(In billions of Won, except for percentages)
DRAM
W
40,659
77.3
%
W
14,037
79.6
%
W
74,904
77.1
%
W
44,732
67.6
%
W
20,769
63.4
%
NAND Flash
11,574
22.0
3,229
18.3
20,690
21.3
19,274
29.1
9,653
29.5
Other Products
343
0.7
373
2.1
1,552
1.6
2,187
3.3
2,344
7.2
Total
W
52,576
100.0
%
W
17,639
100.0
%
W
97,147
100.0
%
W
66,193
100.0
%
W
32,766
100.0
%
DRAMs
DRAMs are a type of random access memory semiconductor and are the highest density and lowest cost per bit memory component generally available for
high-speed digital data storage and retrieval. Sales of DRAMs accounted for 77.3% of our total revenue in the first quarter of 2026 and
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79.6% in the first quarter of 2025, and 77.1% in 2025, 67.6% in 2024 and 63.4% in 2023. We offer a wide range of traditional DRAMs as well as advanced DRAMs for applications with higher
performance requirements. Our advanced DRAMs are primarily used in servers, graphics, mobile, PC and other consumer electronics applications.
Server Memory. Data centers that provide cloud computing services utilize our high-density DRAM memory modules that are
specifically designed for servers. Demand for such products is driven by the growing popularity of analytics applications based on AI and machine learning technologies that require sophisticated big data cloud computing, as well as the build-out of 5G mobile infrastructure utilizing edge computing paradigms that bring computation and data storage closer to the location where they are needed to improve response time and save bandwidth. Our
representative server memory module products are offered in densities ranging from 16 gigabyte (“GB”) to 256 GB in DDR4 and DDR5 configurations.
Graphics Memory. In recent years, the increasing popularity of AI has substantially increased demand for
high-end GPUs that utilize advanced graphic memory products using HBMs. HBMs are advanced memory semiconductors designed to deliver fast data transfers while using less power, making them especially
useful in high-performance applications such as GPUs, AI and high-performance computing. Unlike traditional DRAM, HBM connects multiple vertically stacked memory chips through TSV packaging technology. Typically, HBMs are placed very close to the
processors, allowing a wide data pathway and shorter communication distance. Our representative advanced HBM configuration graphics memory products include HBM3E (generation 3 extension) 8Hi and HBM3E 12Hi.
The increasing popularity of high-resolution online games and 4K and 8K video content streaming and production of online media content and cinematic 3D
motion graphics have also contributed to a steady increase in demand for traditional graphics memory products that are primarily used in GPUs and other graphics cards. Our representative traditional graphics memory products are offered in densities
ranging from 8 gigabit (“Gb”) to 16 Gb in GDDR6 or GDDR7 configurations.
Mobile Memory. Our mobile memory
products are designed to have low-power and high-bandwidth features that are optimized for use in mobile devices such as smartphones and tablets. Although growth in the global sales volume of smartphones has
decreased in the past decade, we believe that increases in memory density per device will continue to contribute to growth in demand for mobile memory products. Our representative mobile memory products are offered in densities ranging from 4 GB to
12 GB in an LPDDR4X configuration, 8 GB to 18 GB in an LPDDR5 configuration and 16GB in LPDDR5T and LPDDR5X configurations that provide faster data-processing speed while consuming less power. We expect the demand for high-density and
high performance mobile memory products to increase in the future, driven by an increase in demand for mobile phones with on-device AI capabilities that we believe will play an increasingly important role as a hub for personal AI applications.
PC Memory. We offer traditional DRAMs that are primarily used in the PC industry. Our representative memory module products are
offered in densities ranging from 4 GB to 32 GB in a DDR4 configuration to 8 GB to 32 GB in a DDR5 configuration that offer higher performance, lower power consumption and better resiliency compared to DDR4. In the past, the introduction of
new or updated Windows operating systems has resulted in the upgrade of PCs, which in turn has increased the demand for traditional DRAMs. We expect the demand for high-density and high performance PC memory products to increase in the future,
driven by an increase in usage of AI applications in work and home PCs.
Consumer Memory. We also offer traditional DRAMs for
use in various consumer electronics devices. We design our consumer memory products to meet the specific requirements of our customers and offer a full lineup of standardized to highly advanced products in various specifications.
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We believe that increasing demand across robotics, mobility and industrial automation will contribute to the continued growth in demand for consumer memory products.
NAND Flash Memory
NAND flash memory
is a non-volatile memory device, which retains memory content even when power is turned off. Sales of NAND flash memory products accounted for 22.0% of our total revenue in the first quarter of 2026 and 18.3%
in the first quarter of 2025, and 21.3% in 2025, 29.1% in 2024 and 29.5% in 2023. In the past, we sold NAND flash memory products principally for use in portable devices with storage needs, such as USB drives and digital still cameras. In more
recent years, the increasing popularity of more advanced smartphones and tablets with multimedia functions as well as increases in consumption of high-resolution content have contributed to growth in demand for NAND flash memory products. In
addition, NAND flash memory-based SSDs, which provide faster and more reliable data access and consume less power compared to hard disk drives, have replaced hard disk drives as the main storage device for laptops and servers. Enterprise use of SSDs
is expected to increase further as cloud computing services offered by data centers and IoT applications with higher storage requirements and real-time data-processing needs continue to evolve.
We manufacture our NAND flash memory products primarily in triple-level cell and quad-level cell formats. In order to more effectively respond to
evolving market trends, we continue to invest in enhancements to our NAND stacking technology, which enables NAND flash memory cells to be stacked vertically in multiple layers, and have been transitioning the mass production of our NAND flash
memory products from utilizing 176 layer technology to 238 and 321 layer technologies. We offer a wide range of NAND flash memory products in various application formats, including eSSD, consumer SSD, UFS, eMMC and MCP. In the SSD market, our
representative SSD products for enterprise customers are offered in densities ranging from 480 GB to 122 TB, and our representative SSD products for retail customers are offered in densities ranging from 128 GB to 2 TB.
In October 2020, we agreed to acquire the NAND flash memory and storage business of Intel, including the NAND flash memory manufacturing facility in
Dalian, China, NAND flash memory and SSD-related intellectual property and research and development personnel. As consideration for the Intel NAND Business Acquisition, we paid US$6.6 billion in December 2021 and US$2.2 billion in March
2025. With the Intel NAND Business Acquisition, we believe that we have enhanced the competitiveness of our storage solution (including eSSDs) capabilities in the rapidly growing NAND flash memory market. We created a subsidiary in the United States
to operate the acquired business under the brand name “Solidigm.” Solidigm utilizes its industry-leading NAND SSD and quad-level cell NAND flash memory technology and manufacturing capability to offer a portfolio of advanced NAND flash
memory solutions, particularly high-end eSSDs.
Other Products and Services
We operate our foundry business through SK hynix system ic and SK keyfoundry, our wholly-owned subsidiaries. Our foundry business primarily produces non-memory semiconductors hat have been designed by our customers. As part of our efforts to expand our foundry business and 8-inch foundry capacity, we acquired SK keyfoundry
in August 2022 for W 576 billion.
In
March 2025, we decided to integrate our CIS business unit into our AI memory operations as part of our strategy to strengthen our competitiveness.
Customers, Sales and Marketing
We have a global customer
base consisting of leading manufacturers and OEMs of consumer electronics products, AI accelerators, communications equipment, PCs, servers and workstations. Our
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two largest customers represented 14.8% and 12.4%, respectively, of our total revenue in the first quarter of 2026 and our largest customer represented 23.9% of our total revenue in 2025. See
note 4 of the notes to the Interim Financial Statements and note 4 of the notes to the Audited Financial Statements, respectively. In addition to establishing a strong long-term customer base, we actively seek to expand our customer base by
targeting emerging markets.
The following table sets forth our revenue by region based on the location of sales entities and the related percentage
data for the periods indicated.
Three Months Ended March 31,
Year Ended December 31,
2026
2025
2025
2024
2023
Revenue
%
Revenue
%
Revenue
%
Revenue
%
Revenue
%
(In billions of Won, except for percentages)
United States
W
33,999
64.7
%
W
12,795
72.5
%
W
66,885
68.8
%
W
41,961
63.4
%
W
15,390
47.0
%
China
12,797
24.3
2,694
15.3
19,136
19.7
15,534
23.5
10,110
30.9
Asia (1)
4,473
8.5
1,258
7.1
7,216
7.4
5,381
8.1
4,297
13.1
Europe
1,128
2.1
449
2.5
1,977
2.0
1,413
2.1
935
2.9
Korea
179
0.3
443
2.5
1,932
2.0
1,904
2.9
2,034
6.2
Total
W
52,576
100.0
%
W
17,639
100.0
%
W
97,147
100.0
%
W
66,193
100.0
%
W
32,766
100.0
%
(1)
Other than China and Korea.
Sales outside of Korea are primarily conducted through our overseas sales subsidiaries, including those located in the United States, Europe, China,
Japan, India, Taiwan, Singapore and Hong Kong. Our sales subsidiaries typically sell directly to our customers. We also rely on semiconductor product distributors depending on the characteristics of the customer base and geographic location. Such
distributors typically carry a wide variety of different products, including our products and those of our competitors, in inventory for onward sale to their customers. Our sales subsidiaries have significantly reduced their dependence on
distributors, relying more on their internal sales and marketing teams to sell directly to our end customers.
In line with the increase in
segmentation within the DRAM market and the growth of applications that require tailored memory solutions, we have focused our sales and marketing activities on expanding our long-term customer base who look to us as their preferred supplier of
advanced memory products. We believe having a diversified portfolio of long-term customers makes us less susceptible to variations in demand in different market segments, especially in the traditional DRAM market. Our customers look for reliability,
scale and timely delivery, and we believe that our close relationships with our strategic customers enable us to anticipate market trends and evolving customer product needs more effectively. The supply arrangements for our products are designed to
take into consideration our ongoing partnerships with key customers. Specific quantities and pricing are typically determined through mutual agreement at the time of purchase, taking into account market conditions and demand.
We manage our accounts receivable and credit exposure to customers by establishing credit limits for each customer in accordance with our internal
credit guidelines. We maintain three general categories of customer accounts:
Strategic accounts for global OEMs: Our chief financial officer conducts a comprehensive review of all strategic account
customers at least once each year. Our chief financial officer has discretion to adjust credit limits for all strategic account customers, including downgrades.
Core accounts for leading OEMs: Core accounts are monitored, and credit limits adjusted, by the respective core account
managers at our headquarters who report directly to our chief financial officer at least once each year.
Local accounts for smaller-scale OEMs and distributors: Local accounts are required to pay in cash and customers are
typically unable to obtain credit in excess of the value of the collateral provided, typically a letter of credit.
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We consider each customer’s current and potential contribution to our overall sales, industry
leadership and product technology as well as other quantitative and qualitative criteria to determine individual credit limits. We also take certain measures, such as factoring arrangements and procurement of insurance for trade receivables, to
protect us from excessive exposure to credit risks. We have not experienced any material problems relating to customer payments in recent years.
Product
Warranty
Despite our quality control efforts, we may ship products that do not fully comply with customer specifications, contain defects or are
otherwise incompatible with their intended uses. Under our general terms and conditions of sale and in accordance with industry practice, we provide a multi-year warranty that is usually limited to repair or replacement of defective items or return
of, or a credit with respect to, amounts paid for such items. From time to time, we may provide more extensive warranty coverage to certain customers.
Investments and Acquisitions
We continually seek out
opportunities to further our strategic objectives, including by making investments and acquisitions, to further solidify our market position as a leading semiconductor company in the world. Such strategic initiatives have increased in response to
the growing diversity and complexity of memory semiconductors and applications, demand for technological enhancements and increasing costs associated with keeping pace with industry developments. We believe that such strategic initiatives will not
only assist in maintaining and growing our presence in existing markets but also provide us with a cost-effective means of accessing new markets, products and technologies.
From time to time, we have acquired minority equity stakes in other industry players to further strengthen our business relationships and may do
so again in the future. For example, in June 2018, we participated as a member of the Bain Consortium in its purchase of a stake in Kioxia from Toshiba Corporation. As a member of the Bain Consortium, we invested W 2,637 billion for an indirect limited partnership interest in SPC 1, which in turn holds an equity interest in Kioxia. In addition, we invested W 1,279 billion to acquire a convertible bond issued by a second special purpose company, SPC 2, which is convertible into an approximately 15.0%
equity interest in SPC 2. SPC 2 in turn holds an equity interest in Kioxia. As of March 31, 2026, the book value of our investment in SPC 1 was
W 6,616 billion, and the book value of our investment in the convertible bond issued by SPC 2 was W 13,609 billion, which are accounted for as financial assets measured at fair value through profit or loss. In June 2026, SPC 1 completed the sale of all of its remaining equity interest
in Kioxia.
We may also pursue acquisitions of complementary businesses and technologies rather than internally develop similar businesses or
technologies.
Intel NAND Business Acquisition
In October 2020, we agreed to acquire the NAND flash memory and storage business of Intel, including the NAND flash memory manufacturing facility in
Dalian, China, NAND flash memory and SSD-related intellectual property and research and development personnel. As consideration for the Intel NAND Business Acquisition, we paid US$6.6 billion in December 2021 and US$2.2 billion in March
2025. The Chinese State Administration for Market Regulation granted a conditional business combination approval for such acquisition with certain conditions, including the obligation to maintain a reasonable pricing policy and production level and
support the entry of third-party competitors in the Chinese eSSD market for five years from December 2021. Given our current outlook for sustained strong demand for NAND flash memory products throughout 2026, we expect the obligation to maintain a
reasonable pricing policy will limit our ability to significantly increase the price of our NAND
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flash memory products sold in China in 2026. We may apply for a waiver of such conditions after expiration of the five-year period, and the Chinese State Administration for Market Regulation
would then determine whether to approve the waiver based on the competitive landscape of the Chinese eSSD market at that time, among others.
We
believe that the Intel NAND Business Acquisition has enhanced the competitiveness of our storage solution (including eSSDs) capabilities in the rapidly growing NAND flash memory market. We created a subsidiary in the United States to operate the
acquired business under the brand name “Solidigm.” Solidigm utilizes its industry-leading NAND SSD and quad-level cell NAND flash memory technology and manufacturing capability to offer a portfolio of advanced NAND flash memory
solutions, particularly high-end eSSDs.
SK keyfoundry Acquisition
As part of our efforts to expand our foundry business and 8-inch foundry capacity, we acquired SK keyfoundry in August 2022 for W 576 billion.
Competition
We operate in an intensely competitive market, which has been characterized by the erosion of selling prices, frequent product enhancements from changes
in technology and relatively short product life cycles. During the past decade, the memory semiconductor industry has experienced consolidation as well as the formation of strategic alliances. Our major competitors in the DRAM market include Samsung
Electronics, Micron Technology and CXMT. Our major competitors in the NAND flash memory market include Samsung Electronics, Kioxia, Micron Technology and Sandisk.
The competitiveness of our principal product lines are based on the following factors:
pricing;
manufacturing costs, yields and product availability;
product performance, quality and reliability;
successful and timely development of new products and manufacturing processes;
ability to tailor products to specific designs required by customers;
ability to deliver products in large volumes on a timely basis;
ability to meet changes in customer demand;
marketing and distribution capability;
customer service, including technical support; and
brand recognition and financial strength.
Entry into the memory semiconductor industry requires substantial capital expenditures and significant technological and manufacturing expertise.
Although we believe that our production capabilities, experience and technological expertise provide “time to market” and economies of scale advantages, we face increasing competition from emerging companies that may significantly expand
the scale of their operations, as well as from potential repositioning and expansion by storage solution companies and customers that may develop memory solutions in-house. In addition, in recent years,
various industrialized countries have taken measures to promote the development and expansion of high-technology industries, which may intensify the competitive landscape of the semiconductor industry. For example, in August 2022, the U.S.
Government enacted the CHIPS Act, which provides
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federal aid to promote emerging industries in the United States, including measures to strengthen the United States’ domestic semiconductor manufacturing capabilities. Such efforts may
incentivize U.S. semiconductor companies to invest in the expansion of their production capabilities. As part of its efforts to promote a robust semiconductor supply chain, the U.S. Government has also initiated the Chip 4 Alliance, a new U.S.-Asian
semiconductor partnership among the United States, Korea, Japan and Taiwan. In recent years, such an alliance has led China to take measures to more actively develop its semiconductor manufacturing capabilities, which may further intensify
competition in the global semiconductor industry.
Equipment and Suppliers
Like other memory semiconductor manufacturers, we also depend on a limited number of manufacturers in the Netherlands, the United States and Japan for
our key equipment. The principal pieces of equipment we use to manufacture our semiconductors include steppers, scanners, tracks, etchers, furnaces, wet stations, implanters, chemical vapor deposition equipment, metrology inspection equipment and
chemical mechanical planarization equipment. We also seek to maintain equipment with the ability to test a variety of different memory semiconductors. In addition to specialized testing equipment, we maintain a variety of other types of equipment
which are also used in the testing process, such as automated handlers and probers (with special handlers for wafer probing), reformers and PC workstations for use in software development.
We generally seek to obtain testing equipment with similar functionality from various vendors. However, our purchases of
high-end equipment have historically been limited to several manufacturers. In periods of high market demand, the lead times from order to delivery of such equipment can be over one year. We seek to manage
this process through the early reservation of appropriate delivery slots and constant communication with our equipment suppliers.
Raw Materials and Supplies
The raw materials used in our semiconductor fabrication process include polished silicon wafers, chemicals, metals such as titanium and
aluminum, gases and subsidiary materials. Wafers are the most significant raw material in terms of cost, representing approximately 10% of our cost of sales in recent years. The other principal raw materials used in the assembly of our products
include substrates, gold wire, wafer backside lamination tape and printed circuit boards. We source most of our raw materials, including wafers, from suppliers in Korea, Japan and the United States. In addition, our manufacturing processes
also require a significant amount of electricity and purified water. In order to obtain reliable electricity and water supplies, we maintain back-up power and water storage facilities.
We are not dependent on any one supplier for a substantial portion of our raw material requirements for fabrication and packaging, and we believe that
we generally have access to alternative sources of supply for our principal raw materials. However, from time to time, we and other semiconductor manufacturers have experienced shortages and increases in lead times for the delivery of raw materials,
which in turn have resulted in interruptions in production and delivery of products from time to time. To minimize the risk of significant interruptions to supplies of our principal raw materials, we have entered into multi-year supply agreements
with our key material suppliers and plan to enter into similar agreements with other major suppliers, as well as diversify the geographic location of key international suppliers and increase sourcing from suppliers in Korea.
Our purchasing strategy prioritizes the capability of a supplier to meet our development and production requirements. Our principal raw material
suppliers are selected primarily based on the technical requirements established by our engineers, quality control staff and purchase staff. Our purchases are generally planned at the end of the year based on the
non-binding forecasts provided by
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our customers. To improve material quality, we have also undertaken regular information exchange and joint research and product development with strategic suppliers of raw materials.
Manufacturing
Manufacturing Processes
The manufacturing process for DRAMs involves etching a hole into the substrate. The front-end production of a
semiconductor begins with the mask-making process, in which each layer of the pattern of the circuit is duplicated on a photographic negative, known as a mask, by an electron beam generator. Next, raw silicon wafers are oxidized and modified to form
transistors, and semiconductor materials are applied to the wafer in multiple layers through a series of patterning, etching, deposition and implantation processes. Each of these processes is conducted in a highly controlled, clean environment. Dust
particles, equipment errors, minute impurities in materials or defects in photo masks cause wafers to be discarded or chips to be non-functional.
The back-end production process involves inspection of individual semiconductors, called “chips” or
“dies.” Chips that fail this test are either scrapped or repaired by laser trimming. A wafer is then cut into individual dies. Good chips are connected to a conductive lead frame through wire bonding and the bonded semiconductors are
then encapsulated using a plastic mold compound or a ceramic casing. These packaged semiconductors are fully tested for functionality and reliability using specialized testing equipment. DRAMs in HBM configurations are manufactured by stacking
multiple memory chips vertically and connected using TSV packaging technology.
The manufacturing process for NAND flash memory products is
substantially similar to that of DRAMs, but does not include the capacitor manufacturing step. Consequently, NAND flash memory production, as compared to that for DRAMs, results in increased efficiency in utilizing fab space, reduced yield risk and
reduced turn-around time.
Due to the competitive nature of the memory semiconductor market, manufacturers are continually seeking the most optimal
production methods. The five most important determinants of competitive advantage in production are:
Yield . Yield means the
percentage of “good dies” per wafer. Manufacturing processes and quality control need to be optimized to generate maximum yield.
Line W idth/ L ayer . Line width is the minimum feature size or distance
between two features (lines) on a chip. Transitioning to finer line-widths is important in order to increase the number of dies per wafer and eventually reduce cost per bit. Leading manufacturers are currently manufacturing using 1a, 1b and 1c nm
class technology for DRAMs and 176/238/321 layers technology for NAND flash memory products. Different manufacturers define line width differently and there may be slight variations in feature size for any given line-width process technology.
Wafer Size. The number of chips produced depends on the technology used and the size of the wafer. Typically, semiconductor
manufacturers, including us, manufacture using wafers with a diameter of 12 inches.
Density . Density is measured by the number
of memory cells per chip. For a given wafer size, assuming the same process technology, doubling the density doubles the area used on the wafer and the price received upon selling the chip. The assembly and final testing costs remain the same.
Cycle Time. Semiconductor manufacturing is composed of several hundred wafer processing steps. As more advanced technology such as finer
line width is adopted, additional manufacturing process steps are required, which results in lengthened cycle time. Controlling the level of cycle time is becoming more critical in order to maintain competitiveness.
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Manufacturing Facilities
We own and operate fabs located in Icheon and Cheongju, Korea and Wuxi and Dalian, China. The Icheon facility is located approximately 80 kilometers from
Seoul. The Cheongju facility is located approximately 140 km from Seoul. The Wuxi facility is located approximately 140 kilometers from Shanghai. The Dalian facility, which was purchased from Intel in December 2021, is located in the
third-most populous city of Northeast China on the southern tip of the Liaodong peninsula.
The following table sets forth information regarding our
fabs as of March 31, 2026:
Fab
Product Category
Commencement of Operations
Icheon, Korea
M10
DRAM
Second quarter of 2005
M14
DRAM
Third quarter of 2015
M16
DRAM
First quarter of 2021
Cheongju, Korea
M11
NAND flash
Second quarter of 2008
M12
NAND flash
Second quarter of 2012
M15
NAND flash
Fourth quarter of 2018
Wuxi, China
C2
DRAM
Third quarter of 2006
C2F
DRAM
Second quarter of 2019
Dalian, China
Dalian
NAND
Purchased from Intel in December 2021 (1)
(1)
For a discussion of the Intel NAND Business Acquisition, see “Business — Investments and Acquisitions —
Intel NAND Business Acquisition.”
Our fabs operate at full utilization, 365 days a year, 24 hours a day on a three-shift,
eight hours per shift basis, providing capacity to support expected growth while maintaining operational flexibility. Maintenance at each facility is performed concurrently with production. Our fabs are staffed with engineers, technicians and other
employees whose duty is to monitor design and production processes to ensure high quality. These employees include line inspectors who work with members of the production staff to conduct examination, testing and fine-tuning of products during the
production process. Quality control personnel are involved from initial design to production. We may periodically adjust our production capacity based on market demand for our products, the production outlook of the global memory semiconductor
industry as well as general global economic conditions.
We also own and operate assembly and testing facilities for
back-end processing of our products in Icheon and Cheongju, Korea and Chongqing, China. We also utilize a factory operated by HITECH Semiconductor in Wuxi, China, a joint venture company established by us and
Wuxi Taiji Industry Co., Ltd. (“Wuxi Taiji Industry”). As of March 31, 2026, we held a 45.0% interest in HITECH Semiconductor.
As part of our efforts to reduce unit manufacturing costs, improve manufacturing yields and enhance our profitability, we periodically phase out the
operations of our older fabs or upgrade them to new fabs that implement more advanced processing technologies. In addition to regular maintenance and enhancement of existing fabs, in October 2025, we opened the cleanroom of a new extension fab
called “M15X” in Cheongju, which we plan to utilize to further increase our production capacity of next-generation DRAMs. We began wafer input at the M15X in the first quarter of 2026 and expect to gradually ramp up our production
volume. As part of our efforts to ensure our long-term competitiveness, we have also announced initiatives to construct an integrated industrial complex in Yongin, Korea for our next generation of fabs and research and development facilities. We
began construction of our first fab at the Yongin complex in February 2025 with the phase 1 cleanroom of the first fab expected to open in the first quarter of 2027. We plan to finance the construction of the Yongin complex primarily through cash
generated from our operating activities. We are currently constructing
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an advanced packaging plant called “P&T7” in Cheongju and expect to complete construction by the end of 2027. In December 2024, we also announced plans to build an advanced
packaging plant in Indiana, United States, and expect to commence operations in the second half of 2028. Under the CHIPS Act, upon meeting certain project milestones, we may receive federal subsidies of up to US$458 million and loans of up to
US$570 million from the U.S. Department of Commerce in connection with the Indiana complex. We plan to finance the remaining costs related to construction of the Indiana complex primarily through cash generated from our operating activities.
Our cash outflows for acquisitions of property, plant and equipment amounted to W 7,657 billion in the first quarter of 2026 and W 6,284 billion in the first quarter of
2025, and W 27,519 billion in 2025,
W 15,946 billion in 2024 and
W 8,325 billion in 2023. In 2026, we plan to increase our capital expenditures considerably compared to 2025. We periodically adjust
our capital expenditure plans based on market demand for our products, the production outlook of the global memory semiconductor industry and general global economic conditions. We may delay or not implement some of our announced capital expenditure
plans based on our assessment of such market conditions.
The following table summarizes our planned major capital expenditures projects as of
March 31, 2026:
Project
Expected
Cleanroom
Open Date (1)
Total Expected
Cost of Project
(In billions of Won)
Phase 1 of fab 1 at the Yongin complex, Korea
First quarter of 2027
W
9,412
(2)
Phases 2 to 6 of fab 1 at the Yongin complex, Korea
End of 2030
21,608
(2)
P&T7 (advanced packing plant) in Cheongju, Korea
End of 2027
19,000
(3)
Advanced packaging plant in Indiana, United States
Second half of 2028
5,900
(3)
(1)
Not including installation of equipment.
(2)
Fab construction costs only and not including equipment and ancillary costs.
(3)
Including equipment and ancillary costs.
Research and Development
We compete in an industry
characterized by rapid technological changes. Our research and development activities focus on maintaining technological leadership in advanced memory solutions through continual investment in next-generation semiconductor technologies and product
development aligned with the growth of AI and other high-performance computing markets. Accordingly, we have made, and expect to continue to make, significant investments in our research and development activities. Our main research and development
facilities are located in Icheon, Korea and we engage in various research and development activities, including in the areas of advanced process development, circuit and layout design, enhancement of manufacturing processes, process integration,
photo mask design and development, physical and electrical analysis and simulation and modeling. We incurred expenditures on research and development of
W 2,550 billion in the first quarter of 2026 and
W 1,515 billion in the first quarter of 2025, and
W 6,733 billion in 2025,
W 4,854 billion in 2024 and
W 4,101 billion in 2023. Of such amounts, we capitalized development costs of W 99 billion in the first quarter of 2026 and W 43 billion in the first quarter of 2025,
and W 267 billion in 2025,
W 418 billion in 2024 and
W 351 billion in 2023 as intangible assets.
We have entered into a number of licensing and cross-licensing agreements with other manufacturers pursuant to which we obtain access to advanced
technologies for incorporation into our own manufacturing processes. See “— Patents and Licensed Technologies.”
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Patents and Licensed Technologies
Both our ability to develop our own technologies as well as our access, through licenses or other arrangements, to technologies of other leading
international companies are important to our ability to design and manufacture competitive products. Our success depends in part on our ability to obtain patents, licenses and other intellectual property rights relating to our products. As of
March 31, 2026, on a standalone basis, we owned 4,823 patents, 130 trademarks, 18 copyrights and seven design rights in Korea and 16,680 patents, 263 trademarks, one copyright and four design rights outside Korea. Our patents are related
primarily to semiconductors and semiconductor manufacturing processes.
We also license a number of patented technologies and processes from third
parties under cross-licensing, technical assistance and other agreements. These agreements generally grant us a non-exclusive license to manufacture products in return for payment of royalties or a
cross-license to manufacture and sell certain products both in Korea and overseas during a fixed but usually renewable term. We consider our technical assistance and licensing agreements to be important to our business and believe that we will be
able to negotiate additional licenses as needed and renew existing agreements on commercially reasonable terms that will not adversely affect our ability to use the related technology.
Environmental Matters
Our manufacturing operations use and
generate a variety of chemicals and gases, and we are subject to certain regulations relating to the use, storage, discharge and disposal of such chemicals and gases and other emissions and waste. We are vigorous in our efforts to engage in
environmentally responsible management of, and to protect the environment from damage resulting from, our operations. We believe that our levels of pollution control are higher than those mandated by Korean and Chinese government standards. We
employ licensed environmental specialists for various environmental areas, including air quality, water quality and toxic materials. We also operate a comprehensive environmental management system to eliminate or minimize the possible negative
effects of our manufacturing processes on the environment and employees. We educate and train our employees in environmental issues and the proper handling of hazardous substances and requires adherence to corporate guidelines on environmental
protection measures.
Our ESG Management Committee, chaired by our Chief Executive Officer, serves as the core executive-level decision-making body
for our ESG management policies. Key matters discussed by such committee are reported upward to the Sustainable Management Committee under the Board, which provides company-wide oversight and final endorsement of ESG strategy, targets and
performance.
We undergo periodic internal reviews as well as inspection by external inspectors in accordance with ISO 14001 standards to monitor
the operation and maintenance of our environmental management system. In order to continue certification, we are required to meet annual requirements in environmental policy, compliance, planning, management, structure and responsibility, training,
communication, document control, operational control, emergency preparedness and response, record keeping and management review.
We also undergo
periodic internal reviews as well as inspection by external inspectors in accordance with ISO 45001 standards to monitor the operation and maintenance of our occupational health and safety management systems.
Insurance
We maintain property insurance policies with
reputable insurance companies covering our equipment, manufacturing facilities, research and development facilities and inventory. These
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insurance policies cover losses due to fire, earthquake, flood and other natural disasters. We also maintain liability and casualty insurance policies that cover various incidents, including
work-related injuries to employees, product liability, environmental pollution liability and director and officer liability. We consider our insurance coverage to be consistent with market practice in the Korean semiconductor industry.
Employees
As of March 31, 2026, we, on a stand-alone
basis, had 35,929 full-time employees, and, on a consolidated basis, had 47,639 full-time employees, including 35,321 in Korea, 11,333 in China and 591 in the United States. As of March 31, 2026, we, on a stand-alone basis, had 94
temporary employees and consultants. Our success depends to a significant extent upon our ability to attract, retain and motivate qualified employees. Such employees, particularly engineers, production managers and technicians in the memory
semiconductor industry, are in high demand, and we devote significant resources to identifying, hiring, training, successfully integrating and retaining these employees. We seek to leverage the SK Group’s brand-recognition to attract top-tier talent from both Korea and outside Korea and strive to maintain an entrepreneurial, productive and innovation-focused culture.
We grant annual increases in basic wages and pays periodic bonuses. We also provide benefits such as medical insurance, employment insurance and
workers’ compensation to our employees as well as providing fringe benefits including housing loans, periodic health checkups and the provision of childcare and recreational facilities. In addition, as of March 31, 2026, we had
collective bargaining agreements with three labor unions, the two largest of which represented a total of 15,684 employees. Our latest collective bargaining agreements with such labor unions came into effect in April 2024 for a two-year term. We also engage in wage negotiations each year, which are retroactively applied for that year. In addition, we operate a profit-sharing incentive program linked to our operating results, which utilizes
10% of our operating profit as determined under K-IFRS. We have not experienced a strike or other material work stoppage in recent years. We generally consider our relations with our employees to be good.
Our full-time employees in Korea, including executive officers as well as non-executive employees, are subject
to a pension insurance system pursuant to the National Pension Act of Korea, under which we make monthly contributions to the pension accounts of the employees, and upon retirement, such employees are paid from their pension accounts. In
accordance with the National Pension Act of Korea, we contribute an amount equal to 4.75% of an employee’s standard monthly wages, and each employee contributes 4.75% of his or her standard monthly wages into his or her personal pension
account, as of the date of this prospectus. Such rates, however, are scheduled to gradually increase to 6.5% by 2033. We also operate defined benefit and defined contribution retirement pension plans for our employees. For further information
regarding our obligations under our retirement pension plans, see Note 17 of the notes to the Interim Financial Statements.
Litigation and Regulatory
Proceedings
We are subject to a number of claims and are a party to a number of legal and regulatory proceedings, including those that are
incidental to the normal course of our business.
ITC Investigation in the United States
On February 17, 2026, as supplemented on February 25, 2026 and March 16, 2026, MonolithIC filed a complaint with the ITC naming us and Kioxia as
respondents, alleging among others that certain of our DRAM and NAND flash memory products infringe seven patents owned by MonolithIC. The complaint requested that the ITC institute an investigation pursuant to Section 337 of the Tariff Act of
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1930 and issue a limited exclusion order and cease and desist orders. On March 26, 2026, the ITC announced its decision to institute an investigation. Subsequently, the ITC set August 30, 2027 as
the target date for the completion of the investigation. In addition, on May 11, 2026, as supplemented on May 28, 2026 and June 1, 2026, MonolithIC filed a second complaint with the ITC naming us and Kioxia as respondents, alleging among others
that certain of our DRAM and NAND flash memory products infringe an additional five patents owned by MonolithIC and seeking relief similar to those sought in the above-described initial complaint. On June 10,
2026, the ITC announced its decision to institute an investigation. The target date for the completion of the second investigation has not been set by the ITC. The investigations are ongoing, and we are currently unable to predict their outcomes.
Litigation Related to the Construction of our Indiana Facility
In June 2025, three residents of West Lafayette, Indiana filed lawsuits in the Tippecanoe County Circuit Court seeking to void a re-zoning ordinance
adopted by the West Lafayette City Council. The ordinance re-zoned certain areas from residential to industrial use to facilitate the construction of our advanced packaging plant in Indiana, United States. See “— Manufacturing —
Manufacturing Facilities” for a discussion of our plan to build such plant. The plaintiffs allege, among other things, that the re-zoning ordinance lacks a rational basis, was procedurally deficient and violated open door laws. We and the
other defendants have moved for summary judgment, contending that the plaintiffs lack standing, among others. In May 2026, the court denied the defendants’ motion for summary judgment on the standing issue without prejudice, leaving the matter
to be addressed at trial. The plaintiffs have also moved for summary judgment on certain issues and have sought a preliminary injunction to halt construction of the facility. Additional hearings on the outstanding motions are scheduled through the
fall of 2026, and a bench trial on the merits has been scheduled for December 2026. The litigation is ongoing, and we are currently unable to predict its outcome.
Antitrust Litigation in the United States
On June 25, 2026, a putative antitrust class action suit was filed in the U.S. District Court for the Northern District of California. The case was
brought by indirect purchasers of conventional DRAM products against SK hynix Inc., SK hynix America Inc. and two other memory semiconductor manufacturers alleging that the defendants conspired to restrict the supply of and inflate prices for
conventional DRAM beginning in approximately October 2022, through coordinated production cuts, capacity shifts toward HBM production, product-line exits and other allegedly coordinated conduct. Plaintiffs seek injunctive relief and monetary damages
under various federal and state antitrust and related business practice laws. While we intend to defend this suit vigorously, the case is in its initial stages, and as such, we are unable to reasonably evaluate the outcome of the action or estimate
the potential loss or range of loss, if any.
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MANAGEMENT
Board of Directors
The Board has ultimate responsibility for
the management of our business affairs. We are required to have six or more directors but the number of directors may not exceed ten directors, and independent directors must constitute a majority of the total number of directors in accordance with
our articles of incorporation. All directors are required to be elected by an affirmative vote of a majority of shares present at the general meeting of shareholders, provided that such affirmative votes may not be less than one-fourth of the total issued shares. In the election or removal of any Audit Committee member, shareholders who own voting shares in excess of 3% of the total voting shares may not exercise their voting rights
with respect to such excess shares under the KCC. The term of office of a director will expire upon the close of the third ordinary general meeting of shareholders to be convened after his or her inauguration.
Independent directors are non-standing directors elected from among those persons who do not have a special
relationship with us that would interfere with the exercise of their independent judgment. The Independent Director Candidate Nomination Committee recommends the candidates for independent directors to the general meeting of shareholders. Our
articles of incorporation require that candidates for independent directors have professional knowledge or experience in management, economy, law or relevant technologies and satisfy the eligibility requirements under the KCC and other relevant laws
and regulations. Pursuant to the KCC, as amended on July 22, 2025, with effect from July 23, 2026, a listed company is required to appoint independent directors (i.e., independent directors who perform their duties independently from
executive directors and other inside directors) in a number equal to at least one-third of the total number of directors. In addition, independent directors must satisfy qualification requirements that are
more stringent than those applicable to independent directors and will be disqualified from office if they no longer meet such requirements. A listed company must appoint independent directors through an independent director nominating committee
composed of a majority of independent directors. Pursuant to the Addenda to the amended KCC, independent directors appointed under the KCC prior to the amendment will be deemed independent directors under the amended KCC; provided, however, that a
listed company must comply with the qualification requirements applicable to independent directors under the amended KCC within one year from the effective date of the amendment. We intend to comply with the foregoing requirements prior to the
effective date of the amended provisions.
Executive directors are our directors who also serve as our executive officers, and they also comprise
the senior management, or the key personnel who manage us.
The representative director is a director elected by an affirmative vote of a majority
of the directors present at a meeting of the Board where a majority of directors in office are present and is empowered to make decisions regarding our day-to-day
business as our chief executive officer. Nohjung Kwak serves as our representative director.
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Directors and Senior Management
Directors
The table below sets forth
information regarding our directors as of the date of this prospectus. The business address of each of our directors and senior management is at our registered office at 2091, Gyeongchung-daero, Bubal-eup, Icheon-si, Gyeonggi-do 17336, Korea.
Name
Position
Age
First Elected
End of
Current Term
Nohjung Kwak
Executive director, Chief Executive Officer and President
61
March 2022
March 2028
Seon Yong Cha
Executive director, President and Head of Research and Development
59
March 2026
March 2029
Yong Ho Jang
Non-executive director
62
March 2024
March 2027
Jung Kyu Kim
Non-executive director
50
March 2026
March 2029
Deog Kyoon Jeong
Independent director
68
March 2023
March 2029
Zeong Won Kim
Independent director
58
March 2023
March 2029
Donghoon Yang
Independent director
68
March 2024
March 2027
Hyun Chul Sohn
Independent director
65
March 2024
March 2027
Seung Beom Koh
Chairperson of the Board; Independent director
64
March 2026
March 2029
Gahng Gook Choi
Independent director
57
March 2026
March 2029
Brief descriptions of the experience of each member of the Board are set forth below:
Mr. Nohjung Kwak was appointed to the Board on March 30, 2022. He currently serves as our President and Chief Executive Officer. Mr. Kwak has
an undergraduate degree in 1989, a master’s degree in 1991 and a Ph.D. in 1994 from Korea University. He also serves as the Chairman of the Semiconductor Committee at the SUPEX Council at the SK Group. He previously served as the President of
our Manufacturing and Technology Division and the Head of Technology and Development of our Cheongju fab.
Mr. Seon Yong Cha was appointed to
the Board on March 25, 2026. He currently serves as our President and Head of Research and Development. Mr. Cha has an undergraduate degree in 1991, a master’s degree in 1995 and a Ph.D. in 2000 in Electrical Engineering from Korea
Advanced Institute of Science & Technology. He previously served as the Head of our DRAM Development Team.
Mr. Yong Ho Jang was appointed
to the Board on March 27, 2024. He currently serves as our Non-executive Director. Mr. Jang has an undergraduate degree in 1989 from Seoul National University. He is currently the President and Chief Executive Officer of SK Inc. He previously
served as the President and Chief Executive Officer of SK siltron Co., Ltd.
Mr. Jung Kyu Kim was appointed to the Board on March 25, 2026. He
currently serves as our Non-executive Director. Mr. Kim has an undergraduate degree in 2002 from Korea University and a Master of Business Administration degree in 2017 from the University of Pennsylvania. He is currently the Chief Executive
Officer of SK square. He previously served as Head of the Secretariat at SK Inc., Head of the Strategy Support Team at the SUPEX Council at the SK Group and Team Leader of the U.S. branch of SK Planet.
Mr. Deog Kyoon Jeong was appointed to the Board on March 29, 2023. He currently serves as our independent director. Mr. Jeong has an
undergraduate degree in 1981 and a master’s degree in 1984 from Seoul National University, and a Ph.D. in 1989 from the University of California, Berkeley. He is currently an Emeritus Professor of Electrical and Computer Engineering at Seoul
National University. He previously served as a Professor of Electrical and Computer Engineering at Seoul National University and the Chair of the Inter-University Semiconductor Research Center at Seoul National University.
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Ms. Zeong Won Kim was appointed to the Board on March 29, 2023. She currently serves as our
independent director. Ms. Kim has an undergraduate degree in 1991 from Ewha Womans University and a Master of Business Administration degree in 2003 from the University of Chicago. She previously served as Managing Director at Citibank,
and the Deputy Head of the Financial Planning Group at Citibank Korea.
Mr. Donghoon Yang was appointed to the Board on March 27, 2024. He
currently serves as our independent director. Mr. Yang has an undergraduate degree in 1982 and a Ph.D. in 1996 from Sungkyunkwan University, a master’s degree from the University of Iowa in 1990 and a Ph.D. in 1999 from Syracuse
University. He is currently a Professor Emeritus of Accounting at Dongguk University. He previously served as a Distinguished Professor at the Korean Accounting Association and Samil PricewaterhouseCoopers.
Mr. Hyun Chul Sohn was appointed to the Board on March 27, 2024. He currently serves as our independent director. Mr. Sohn has an
undergraduate degree in 1984 and a master’s degree in 1986 from Seoul National University, and a Ph.D. in 1993 from the University of California, Berkeley. He is currently a Professor of Materials Science and Engineering at Yonsei University.
He previously served as a semiconductor researcher at SK hynix.
Mr. Seung Beom Koh was appointed to the Board on March 25, 2026. He currently
serves as our independent director. Mr. Koh has an undergraduate degree in 1985 and a master’s degree in 1988 from Seoul National University, and a Ph.D. in 1995 from American University. He is currently a Senior Advisor at Bae, Kim & Lee
LLC. He previously served as Chairman of the FSC.
Mr. Gahng Gook Choi was appointed to the Board on March 25, 2026. He currently serves as our
independent director. Mr. Choi has a Bachelor of Laws degree in 1996 from Seoul National University, a Master of Laws degree in 1998 from Yale University and a Master of Laws in Taxation degree in 2001 from New York University. He is currently a
Senior Advisor at Gaon Law Group. He previously served as a Managing Director at Ernst & Young and a Partner at PricewaterhouseCoopers.
Senior Management (Other than Directors)
The table below sets forth information regarding our senior management, other than our directors, as of the date of this prospectus. The business address
of each of our directors and senior management is at our registered office at 2091, Gyeongchung-daero, Bubal-eup, Icheon-si,
Gyeonggi-do 17336, Korea.
Name
Position
Age
Responsibility and Division
Tae Won Chey
Chairman
65
Visionary Stewardship
Ju Seon Kim
President
59
Head of AI Infra
Hyunjong Song
President
60
Head of Corporate Center
Sung Jin Yeum
President
53
Head of Communication
Hyun Ahn
President
58
Head of Development
Sangrak Lee
Vice President
58
Head of Global Sales
Jong Hwan Kim
Vice President
53
Head of DRAM Development
Woo Pyo Jeong
Vice President
58
Head of NAND Development
Chun Sung Kim
Vice President
52
Head of Solution Development
Byoungki Lee
Vice President
54
Head of Global Production
Jaesoon Kwon
Vice President
56
Head of Manufacturing and Technology
Woojin Choi
Vice President
54
Head of Package and Test
Choonhwan Kim
Vice President
59
Head of Global Infra
Donggyu Kim
Vice President
53
Head of Corporate Strategy and Planning
Woo Hyun Kim
Vice President
59
Head of Finance and Chief Financial Officer
Youjong Kang
Vice President
55
Head of Procurement
Jin Soo Kang
Vice President
58
Head of Growth Strategy
Bogun Jin
Vice President
51
Head of Corporate Culture
Jung San Choi
Vice President
59
Head of Global Quality and Reliability Assurance
Seungyong Doh
Vice President
53
Head of Digital Transformation
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Name
Position
Age
Responsibility and Division
Sunggon Jin
Vice President
57
Head of Infra Tech. Center
Dong Hui Son
Vice President
55
Principal Accounting Officer
Hyung Mo Yang
Vice President
51
Head of Financial Management
Seonghwan Park
Vice President
57
Head of Investor Relations
Brief descriptions of the experience of each senior management are set forth below:
Mr. Tae Won Chey currently serves as our Chairman, providing guidance with respect to our long-term vision. He also serves as the Chairman of the SK
Group, Representative Director and Chairman of SK Inc., and Chairman of SK Telecom and the Korea Chamber of Commerce and Industry.
Mr. Ju Seon Kim
currently serves as our President and Head of AI Infra, overseeing global market and marketing strategies. Mr. Kim previously served as our Head of Global Sales and Marketing.
Mr. Hyunjong Song currently serves as our President and Head of Corporate Center. Mr. Song previously served as Chief Strategy Officer at SK Telecom
Co., Ltd.
Mr. Sung Jin Yeum currently serves as our President and Head of Communication, leading corporate communication and corporate relations.
He previously served as Head of the Business Support Office at the Korea Chamber of Commerce and Industry.
Mr. Hyun Ahn currently serves as our
President and Head of Development, overseeing the overall development of memory and storage products. Mr. Ahn previously served as our Head of Solution Development.
Mr. Sangrak Lee currently serves as our Vice President and Head of Global Sales, managing global sales and customer relationships. Mr. Lee previously
served as our Head of the Americas Region.
Mr. Jong Hwan Kim currently serves as our Vice President and Head of DRAM Development, managing DRAM
product and technology development. Mr. Kim previously served as our Head of Research and Development Technology Development.
Mr. Woo Pyo Jeong
currently serves as our Vice President and Head of NAND Development, overseeing NAND product and technology development. Mr. Jeong previously served as our Head of NAND Design and previously held NAND design positions at Intel Corporation.
Mr. Chun Sung Kim currently serves as our Vice President and Head of Solution Development, managing solution product and technology development. Mr. Kim
previously served as our Head of eSSD Product Development.
Mr. Byoungki Lee currently serves as our Vice President and Head of Global Production,
overseeing global production operations including the Yongin Cluster. Mr. Lee previously served as our Head of Manufacturing and Technology and was responsible for the Cheongju fab and the M15X project.
Mr. Jaesoon Kwon currently serves as our Vice President and Head of Manufacturing and Technology, leading process technology and manufacturing
innovation. Mr. Kwon previously served as our Head of Manufacturing and Technology and was responsible for Wuxi production technology.
Mr. Woojin
Choi currently serves as our Vice President and Head of Package and Test. Mr. Choi previously served as an officer of Package and Test.
Mr.
Choonhwan Kim currently serves as our Vice President and Head of Global Infra, managing infrastructure and manufacturing facilities of the Indiana fab project. He previously served as our Head of the Icheon fab and the Cheongju fab, respectively,
and was responsible for the research and development process.
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Mr. Donggyu Kim currently serves as our Vice President and Head of Corporate Strategy and Planning,
managing our mid-to-long-term growth strategies and business portfolios. He previously served as our Head of Corporate Strategy and was responsible for business analysis.
Mr. Woo Hyun Kim currently serves as our Vice President and Head of Finance and Chief Financial Officer, overseeing the finance function including
treasury, accounting and investor relations. He previously served as Head of Corporate Center at SK Broadband Co., Ltd. and Head of Strategy and Planning Group at SK Telecom Co., Ltd.
Mr. Youjong Kang currently serves as our Vice President and Head of Procurement, managing global procurement and supply chain strategies. He previously
served as our Head of Fab Raw Material Procurement and was responsible for the Japan region in AI Infra Global Sales and Marketing.
Mr. Jin Soo
Kang currently serves as our Vice President and Head of Growth Strategy, overseeing new business models and product planning. He previously served as Chief Operating Officer of Solidigm.
Mr. Bogun Jin currently serves as our Vice President and Head of Corporate Culture, leading talent and organization strategies. He previously served as
our Head of Human Relations.
Mr. Jung San Choi currently serves as our Vice President and Head of Global Quality and Reliability Assurance. He
previously served as our Head of Mobile Quality Assurance.
Mr. Seungyong Doh currently serves as our Vice President and Head of Digital
Transformation. He previously served as our Head of the Digital Transformation Project Management Office.
Mr. Sunggon Jin currently serves as our
Vice President and Head of Infra Tech. Center. He previously served as our Head of Thin Film Technology.
Mr. Dong Hui Son currently serves as our
Vice President and Principal Accounting Officer. Mr. Son previously served as our Head of Finance and Business Administration.
Mr. Hyung Mo
Yang currently serves as our Vice President and Head of Financial Management. Mr. Yang previously served as our Head of Accounting Management.
Mr.
Seonghwan Park currently serves as our Vice President and Head of Investor Relations. Mr. Park has consistently held Investor Relations positions.
Committees of the Board
We currently have five committees
that serve under the Board:
Audit Committee;
Independent Director Candidate Nomination Committee;
Sustainability Committee; and
Human Resources and Compensation Committee.
The Board may establish other committees if it deems them necessary. The Board appoints each member of these committees, except for members of the Audit
Committee.
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Audit Committee
Under Korean law and our articles of incorporation, we are required to have an Audit Committee consisting of three or more directors, at least two-thirds of whom must be independent directors. Members of the Audit Committee are elected by our shareholders at the general meeting of shareholders. The term of office of each member of the Audit Committee shall
be coterminous with such member’s term of office as a director.
Our Audit Committee is responsible for reviewing our business affairs and
accounts and monitoring the various matters carried out by the Board. The Audit Committee also has the right to request the Board to convene an extraordinary general meeting of shareholders by presenting a written statement to the Board that sets
forth the agenda of the meeting and grounds for convening the meeting. We are required to appoint independent auditors selected by our Audit Committee and to report such appointments to our shareholders at the general meeting of shareholders or to
notify the shareholders as of the latest record date of such appointment in writing or by electronic mail or by disclosure on our website.
Currently, our Audit Committee consists of four directors: Seung Beom Koh, Gahng Gook Choi, Zeong Won Kim and Donghoon Yang. The chairperson of the
committee is Donghoon Yang. The Board has determined that Donghoon Yang is an “audit committee financial expert” as defined under the applicable rules of the SEC.
Meetings of the Audit Committee consist of regular meetings, which are held on a quarterly basis, and special meetings, which may be convened from time
to time as necessary. Resolutions of the Audit Committee require the attendance of a majority of its members and the affirmative vote of a majority of the members present. Any member who has a special interest in a matter to be resolved shall not be
entitled to exercise voting rights with respect to such matter.
Independent Director Candidate Nomination Committee
Our Independent Director Candidate Nomination Committee is responsible for reviewing and recommending candidates for independent directors for election
at the general meeting of shareholders. Members of the Independent Director Candidate Nomination Committee are appointed and removed by the Board. The Committee shall consist of two or more directors, at least
one-half of whom must be independent directors. The term of office of each member of the Committee shall be coterminous with such member’s term of office as a director.
Currently, our Independent Director Candidate Nomination Committee consists of three members: Seung Beom Koh, Donghoon Yang and Deog Kyoon Jeong. The
chairperson of the committee is Deog Kyoon Jeong.
Meetings of the Independent Director Candidate Nomination Committee consist of regular
meetings and special meetings. Regular meetings shall be held on, or within seven days prior to, the date of the Board’s resolution to convene the annual general meeting of shareholders. Special meetings may be convened from time to time as
necessary. Resolutions of the Independent Director Candidate Nomination Committee require the attendance of a majority of the total number of members and the affirmative vote of a majority of the total number of members.
Sustainable Management Committee
Our
Sustainable Management Committee is responsible for: (i) reviewing our compliance management systems and activities, including matters relating to antitrust, anti-corruption, safety, health and environment (“SHE”), and
subcontracting; and (ii) reviewing matters relating to sustainable management, including (a) sustainable management and social value creation strategies and performance, (b) major corporate social responsibility activities, and
(c) our ESG status and related response measures.
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Members of the Sustainable Management Committee are appointed and removed by the Board. The
chairperson of the Committee is elected by the Board or by the Committee. The Committee shall consist of two or more directors, at least one-half of whom must be independent directors. The term of office of
each member of the Committee shall be coterminous with such member’s term of office as a director. Currently, the Sustainability Committee consists of five members: Seon Yong Cha, Jung Kyu Kim, Zeong Won Kim, Gahng Gook Choi and Hyun Chul
Sohn. The chairperson of the committee is Zeong Won Kim.
Meetings of the Sustainable Management Committee are generally held on a quarterly basis,
but may be convened from time to time as necessary. Resolutions of the Sustainable Management Committee require the attendance of a majority of the total number of members and the affirmative vote of a majority of the total number of members.
Human Resources and Compensation Committee
Our Human Resources and Compensation Committee is responsible for reviewing and resolving matters related to compensation of our management. Members of
the Human Resources and Compensation Committee are appointed and removed by the Board. The chairperson of the Committee is elected by the Board or by the Committee. The Committee shall consist of two or more directors, at least one-half of whom must be independent directors. The term of office of each member of the Committee shall be coterminous with such member’s term of office as a director. Currently, the Human Resources and
Compensation Committee consists of four members: Yong Ho Jang, Hyun Chul Sohn, Deog Kyoon Jeong and Zeong Won Kim. The chairperson of the committee is Deog Kyoon Jeong.
Regular meetings of the Human Resources and Compensation Committee are held prior to the annual general meeting of shareholders convened following the
end of each fiscal year. Special meetings may be convened from time to time as necessary. Resolutions of the Human Resources and Compensation Committee require the attendance of a majority of its members and the affirmative vote of a majority of the
members present.
Compensation
The aggregate
compensation, consisting of salaries, defined benefit plan benefits and share-based payments, to our directors, including directors who also held executive officer positions with us, was approximately W 7 billion in 2025, W 4 billion in 2024 and W 7 billion in 2023.
The
compensation of our directors who received total annual compensation exceeding W 500 million in 2025 was as follows:
Name
Position
Composition of Total Compensation
Total
Compensation
Salary
Bonus
Gain from
Stock
Options
Exercised
Other
Earned
Income
Severance
(in millions of Won)
Nohjung Kwak
Chief Executive Officer and President
W
1,540
W
2,695
—
W
4
—
W
4,239
(1)
Hyun Ahn
President
W
750
W
1,214
—
W
88
—
W
2,052
(1)
(1)
Does not include stock options. See “— Stock Options” below.
(2)
Does not include stock options. See “— Stock Options” below.
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The maximum amount of the aggregate remuneration for our directors is determined by shareholder
resolution. The aggregate of the remuneration paid and in-kind benefits granted to our executive officers (excluding all executive directors, who also serve as our executive officers) during the year ended
December 31, 2025 totaled approximately W 183 billion.
The compensation of the five individuals who received the highest compensation among those who received total annual compensation exceeding W 500 million in 2025 was as follows:
Name
Position
Composition of Total Compensation
Total
Compensation
Salary
Bonus
Gain from
Stock
Options
Exercised
Other
Earned
Income
Severance
(in millions of Won)
Jung-Ho Park
Management Advisor
W
1,840
W
7,770
—
—
—
W
9,610
Tae Won Chey
Chairman
3,500
1,250
—
—
—
4,750
Nohjung Kwak
Chief Executive Officer and President
1,540
2,695
—
4
—
4,239
(1)
Ju Seon Kim
President
825
2,005
—
—
—
2,830
(2)
Dong-Sub Kim
Management Advisor
660
1,400
648
22
—
2,730
(3)
(1)
Does not include stock options. See “— Stock Options” below.
(2)
Does not include stock options. See “— Stock Options” below.
(3)
Does not include stock options. See “— Stock Options” below.
We operate two short-term performance-based bonus plans. The “Target Incentive” plan rewards employees for their individual performance
against established key performance indicators, with final payouts also reflecting the company’s overall performance. The “Value Incentive” plan is linked to our broader financial results, such as operating profit, and is designed
to reflect overall corporate performance and value creation.
As of the date of this prospectus, there were no outstanding transactions other than
in the ordinary course of business undertaken by us in which our directors or executive officers were interested parties. As of the date of this prospectus, there were no loans granted by us to any of our directors and executive officers.
Equity-based Compensation
Stock Options
We believe that the use of stock options is an important element of our strategy to maintain a highly motivated management team and to align the
interests of senior management with those of our shareholders. Under Korean law, subject to certain exceptions, we may by special resolution of the shareholders grant stock options to our officers and employees who have contributed or are expected
to contribute to our management and technical innovation, up to an aggregate of 15% of the total number of our then-issued shares. Stock options to officers and employees other than directors may also be granted pursuant to a resolution of the Board
in an amount not exceeding the upper limit provided in the applicable laws, which is within 10% of our total number of then-issued shares. In such case, we are required to obtain the approval for the granting of stock options by the first general
meeting of the shareholders that is convened after such granting of stock options.
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The following table summarizes the exercisable stock options granted to our current and former
directors and executive officers as of the date of this prospectus:
Recipient
Position
Grant date (1)
Exercise period
Exercise price
(per share)
Number of
shares deliverable
From
To
Nohjung Kwak
Chief Executive Officer
March 20, 2020
March 21, 2023
March 20, 2027
86,548
5,199
Hyun Ahn
Head of Development
March 20, 2020
March 21, 2023
March 20, 2027
86,548
5,199
March 30, 2022
March 31, 2024
March 30, 2027
124,220
7,683
Dong-Sub Kim
Former Head of Communication and External Affairs
March 20, 2020
March 21, 2023
March 20, 2027
86,548
7,799
March 30, 2022
March 31, 2024
March 30, 2027
124,220
9,507
Seong-Han Kim
Vice President, Corporate Culture
March 30, 2022
March 31, 2024
March 30, 2027
124,220
4,610
Young-Sik Kim
Former Head of Production
March 30, 2022
March 31, 2024
March 30, 2027
124,220
5,185
Woo Hyun Kim
Head of Finance and Chief Financial Officer
March 30, 2022
March 31, 2024
March 30, 2027
124,220
4,610
Youn-Wook Kim
Former Vice President, Communication and External Affairs
March 30, 2022
March 31, 2024
March 30, 2027
124,220
5,278
Jong Hwan Kim
Head of DRAM Development
March 30, 2022
March 31, 2024
March 30, 2027
124,220
3,977
Ju Seon Kim
Head of AI Infra
March 30, 2022
March 31, 2024
March 30, 2027
124,220
4,610
Choonhwan Kim
Head of Global Infra
March 30, 2022
March 31, 2024
March 30, 2027
124,220
4,148
Jong-won Noh
Former Head of America Business Task Force
March 20, 2020
March 21, 2023
March 20, 2027
86,548
5,199
March 30, 2022
March 31, 2024
March 30, 2027
124,220
11,525
Kyoung Park
Vice President, AI Infra
March 30, 2022
March 31, 2024
March 30, 2027
124,220
4,148
Jung-Sik Park
Former Head of Quality and Reliability Assurance
March 20, 2020
March 21, 2023
March 20, 2027
86,548
3,466
Hyunjong Song
Head of Corporate Center
March 30, 2022
March 31, 2024
March 30, 2027
124,220
6,199
Sang-Kyu Shin
Vice President, Corporate Culture
March 30, 2022
March 31, 2024
March 30, 2027
124,220
5,185
Kang-Wook Lee
Vice President, Package and Test
March 30, 2022
March 31, 2024
March 30, 2027
124,220
2,535
Byoungki Lee
Head of Global Production
March 30, 2022
March 31, 2024
March 30, 2027
124,220
3,073
Sangrak Lee
Head of Global Sales
March 30, 2022
March 31, 2024
March 30, 2027
124,220
4,610
Sang-Hwa Lee
Former Vice President, Manufacturing and Technology
March 30, 2022
March 31, 2024
March 30, 2027
124,220
2,300
Joo-Hwan Cho
Vice President, DRAM Development
March 30, 2022
March 31, 2024
March 30, 2027
124,220
3,073
Il-Sup Jin
Former Vice President, Research and Development
March 30, 2022
March 31, 2024
March 30, 2027
124,220
1,500
Seon Yong Cha
Executive Director, President and Head of Research and Development
March 20, 2020
March 21, 2023
March 20, 2027
86,548
5,199
March 30, 2022
March 31, 2024
March 30, 2027
124,220
7,683
Joon Choi
Vice President, AI Infra
March 30, 2022
March 31, 2024
March 30, 2027
124,220
5,185
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Stock Grant Program
Pursuant to applicable resolutions of the Board, we have been granting portions of our employees’ performance-based remuneration and independent
directors’ remuneration in the form of shares using our treasury shares. In 2026, 2025 and 2023, we also operated the “Shareholder Participation Program,” under which we granted treasury shares equal to a portion of a participating
employee’s bonus.
In 2026 to date, we have granted a total of 410,807 treasury shares to 12,064 executive officers and employees, and 265
treasury shares to six independent directors, in multiple rounds.
In 2025, we granted a total of 1,436,442 treasury shares to 49,566 executive
officers and employees, and 1,568 treasury shares to five independent directors, in multiple rounds.
In 2024, we granted a total of 477,069
treasury shares to 31,752 executive officers and employees, and 1,927 treasury shares to six independent directors, in multiple rounds.
In 2023, we
granted a total of 484,197 treasury shares to 5,605 executive officers and employees, and 3,412 treasury shares to seven independent directors, in multiple rounds.
Stock Appreciation Rights (“SARs”) Program
Since 2023, we have been granting SARs to certain of our executive officers and employees. Each SAR corresponds to a virtual number of shares, with
the cash difference between the grant price and the market price payable one year from the grant date. The rights are subject to a service-based vesting condition requiring the participant to be in active employment at the time of payout. SARs are
scheduled to be settled in two separate installments. In 2026 to date, we have not granted any SARs to our executive officers and employees. In 2025, we granted a total of 9,779 SARs to 252 executive officers and employees. In 2024, we
granted a total of 11,785 SARs to 257 executive officers and employees. In 2023, we granted a total of 22,633 SARs to 252 executive officers and employees.
Performance Shared Unit (“PSU”) Program
Since 2023, pursuant to applicable resolutions of our Human Resources and Compensation Committee, we have been granting PSUs to certain of our executive
officers and employees. Each year, we grant a number of PSUs corresponding to a fixed percentage of the grantee’s annual salary, with grantees able to elect either an annual or quarterly grant calculation cycle. After a three-year vesting
period, the PSUs settle in cash or our common shares based on the achievement of performance targets tied to our absolute share price appreciation, as adjusted for our relative share price performance against the KOSPI 200 Index. In the case of
exceptional performance, grantees may receive additional shares of up to 100% of the number of shares initially subject to the PSU award. If the grantee’s employment with us is terminated within two years of January 1 of the year the PSUs
were granted, the PSUs are forfeited. In each of 2026 to date and 2025, we did not grant any PSUs to our executive officers and employees. In 2024, we granted a total of 129,162 PSUs to 259 executive officers and employees. In 2023, we
granted a total of 218,166 PSUs to 234 executive officers and employees.
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Share Ownership
The following table sets forth the share ownership by our directors and senior management as of the date of this prospectus:
Name
Position
Number of
Shares Owned
Percentage
of Total
Shares
Outstanding
Special
Voting
Rights
Stock
Options
Directors:
Nohjung Kwak
Executive Director, Chief Executive Officer and President
14,312
*
None
5,199
Seon Yong Cha
Executive Director, President and Head of Research and Development
6,834
*
None
12,882
Yong Ho Jang
Non-executive Director
—
*
None
—
Jung Kyu Kim
Non-executive Director
—
*
None
—
Deog Kyoon Jeong
Independent Director
1,028
*
None
—
Zeong Won Kim
Independent Director
1,028
*
None
—
Donghoon Yang
Independent Director
612
*
None
—
Hyun Chul Sohn
Independent Director
612
*
None
—
Seung Beom Koh
Independent Director
65
*
None
—
Gahng Gook Choi
Independent Director
40
*
None
—
Senior Management:
Tae Won Chey
Chairman
—
*
None
—
Ju Seon Kim
Head of AI Infra
2,881
*
None
4,610
Hyunjong Song
Head of Corporate Center
2,315
*
None
6,199
Sung Jin Yeum
Head of Communication
—
*
None
—
Hyun Ahn
Head of Development
8,319
*
None
12,882
Sangrak Lee
Head of Global Sales
2,101
*
None
4,610
Jong Hwan Kim
Head of DRAM Development
1,868
*
None
3,977
Woo Pyo Jeong
Head of NAND Development
512
*
None
—
Chun Sung Kim
Head of Solution Development
1,695
*
None
—
Byoungki Lee
Head of Global Production
3,773
*
None
3,073
Jaesoon Kwon
Head of Manufacturing and Technology
1,273
*
None
—
Woojin Choi
Head of Package and Test
2,215
*
None
—
Choonhwan Kim
Head of Global Infra
3,148
*
None
4,148
Donggyu Kim
Head of Corporate Strategy and Planning
1,315
*
None
—
Woo Hyun Kim
Head of Finance and Chief Financial Officer
3,042
*
None
4,610
Youjong Kang
Head of Procurement
1,163
*
None
—
Jin Soo Kang
Head of Growth Strategy
1,263
*
None
—
Bogun Jin
Head of Corporate Culture
1,254
*
None
—
Jung San Choi
Head of Global Quality and Reliability Assurance
180
*
None
—
Seungyong Doh
Head of Digital Transformation
1,505
*
None
—
Sunggon Jin
Head of Infra Tech. Center
679
*
None
—
Dong Hui Son
Principal Accounting Officer
232
*
None
—
Hyung Mo Yang
Head of Financial Management
1,583
*
None
—
Seonghwan Park
Head of Investor Relations
711
*
None
—
Total
67,558
*
62,190
*
Less than 1%.
See “— Compensation” for information regarding the exercisable stock options granted to our directors and executive officers.
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Code of Ethics
We have a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, senior accounting officers and employees. We also have an
internal control and disclosure policy designed to promote full, fair, accurate, timely and understandable disclosure in all of our reports and publicly filed documents. A copy of our code of ethics is available on our website at www.skhynix.com. If
we amend the provisions of our code of ethics that apply to our Chief Executive Officer, Chief Financial Officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our
website. We intend to disclose any amendments to or waivers of our code of ethics on our website to the extent required by applicable U.S. federal securities laws and the corporate governance rules of the Nasdaq.
Foreign Private Issuer Status
The Nasdaq listing rules
include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance
standards of the Nasdaq. The application of such exceptions requires that we disclose each Nasdaq corporate governance standard that we do not follow and describe the Korean corporate governance practices we do follow in lieu of the relevant Nasdaq
corporate governance standard. The following is a summary of the significant differences between the Nasdaq’s corporate governance standards and those that we follow under Korean law.
Nasdaq Corporate Governance Standards
Our Corporate Governance Practice
Director Independence
Nasdaq Stock Market Listing Rules 5605(b)(1) and (2) require that a majority of the board of directors must be comprised of
independent directors and that independent directors must have regularly scheduled meetings at which only independent directors are present.
Of the ten members of the Board, six are independent directors. Several business days prior to the meeting of the board of directors, our independent directors meet separately from the full Board.
Executive Session
Nasdaq Stock Market Listing Rule 5605(b)(2) requires that independent directors must have regularly scheduled meetings at which
only independent directors are present.
We operate an independent directors’ committee comprised solely of independent directors, and such committee generally holds meetings once every month. In addition, our Audit Committee, which is comprised solely of four
independent directors, generally holds meetings once every month.
Compensation Committee and Independent Director Nomination Committee
Nasdaq Stock Market Listing Rule 5605(d) requires that compensation of executive officers must be determined by, or recommended
to, the board of directors for determination, either by a majority of the independent directors, or a compensation committee comprised solely of independent directors. The compensation committee must have a charter that addresses the
responsibilities of the committee and reassess the adequacy of the charter on an annual basis. Nasdaq Stock Market Listing Rule 5605(e) requires that director nominees be selected, or recommended for selection, either by a majority of the
independent directors or a nomination committee comprised solely of independent directors.
We maintain a Human Resources and Compensation Committee comprised of one non-independent director and three independent directors, and an Independent Director Candidate Nomination Committee comprised solely of three independent
directors.
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Nasdaq Corporate Governance Standards
Our Corporate Governance Practice
Audit Committee
Nasdaq Stock Market Listing Rule 5605(c) requires that listed companies must have an audit committee that is comprised of at least
three directors and satisfies the independence and other requirements of Rule 10A-3 under the Exchange Act. All members must be independent. The audit committee must have a charter that addresses the
responsibilities of the committee and reassess the adequacy of the charter on an annual basis.
We currently maintain an audit committee comprised solely of four independent directors who meet the applicable independence criteria set forth under Rule 10A-3 of the Exchange Act.
Shareholder Approval of Equity Compensation Plan
Nasdaq Stock Market Listing Rule 5635(c) requires shareholder approval prior to the issuance of securities when a stock option or
purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, subject to certain
exceptions.
We currently have four equity compensation plans or programs: a stock option program, a stock grant program, a SARs program and a PSU program. See “Management — Equity-based Compensation.” We manage such
compensation plans and programs in compliance with applicable laws, provided that, under certain circumstances, the grant of equity compensation or matters relating to the foregoing equity compensation programs are not subject to shareholders’
approval under Korean law.
Shareholder Approval of Equity Offerings
Nasdaq Stock Market Listing Rule 5635(d) requires shareholder approval prior to issuing or selling securities (or securities
convertible into or exercisable for common stock) that equal 20% or more of the issuer’s outstanding common stock or voting power prior to such issuance or sale.
Pursuant to the KCC and the FSCMA, our shareholders are generally entitled to preemptive rights with respect to the issuance of new shares. Exceptions include public offerings as prescribed in the FSCMA and allotments to third
parties in cases necessary for the achievement of a business purpose, such as the introduction of new technology and the improvement of our financial condition.
Charters
Nasdaq Stock Market Listing Rules 5605(c)(1), (d)(1) and (e)(2) require that each of the audit committee, compensation committee
and the independent director nomination committee must have a formal written charter.
Each of our Audit Committee, Human Resources and Compensation Committee and the Independent Director Candidate Nomination Committee has adopted a formal written charter, and such charters are available on our website at
www.skhynix.com.
Code of Business Conduct and Ethics
Each company shall adopt a code of conduct applicable to all directors, officers and employees, which shall be publicly available.
Any waivers of the code for directors or executive officers must be approved by the board or a board committee.
We have a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, senior accounting officers and employees, and such code is also available on our website at www.skhynix.com .
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PRINCIPAL SHAREHOLDERS
The following table sets forth certain information relating to our shareholder composition as of the date of this prospectus (except as set forth
below).
Shareholder
Number of Common Shares
Ownership Percentage
SK square (1)
146,100,000
20.50
%
National Pension Service (2)
57,439,774
8.06
Capital Research and Management Company (3)
25,149,374
3.53
BlackRock Inc. (4)
36,407,157
5.11
Others (5)
445,979,195
62.58
Treasury shares (6)
1,626,865
0.23
Total issued common shares
712,702,365
100.00
%
(1)
SK square is a member company of the SK Group, as determined by the Korea Fair Trade Commission. Founded in the early
1950s as a textile manufacturer, the SK Group has evolved into a major business group with interests in various industries including energy, chemical, telecommunications, information and technology, construction, engineering, trading and leisure.
Each year, the Korea Fair Trade Commission identifies major business groups in Korea that are subject to regulation by such commission. See “Risk Factors — Related party transactions that we engage in are subject to scrutiny by the Korea
Fair Trade Commission and the Korean tax authorities.” The Korea Fair Trade Commission has determined the SK Group to be a major business group and Mr. Tae Won Chey as the person controlling the SK Group.
As of March 31, 2026, Mr. Chey held 17.90% of SK Inc., the holding company of the SK Group, which is listed on the KRX KOSPI Market. Mr. Chey serves as a
representative director and chairman of SK Inc. As of March 31, 2026, SK Inc. held 32.14% of SK square, which is also listed on the KRX KOSPI Market, and SK square held 20.50% of us. The Chief Executive Officer of SK square, Mr. Jung Kyu Kim, serves
as our non-executive director. Pursuant to the Monopoly Regulation and Fair Trade Act, SK square is required to maintain ownership of at least 20% of our issued shares. See “Korean Foreign Exchange Controls and Securities Regulations —
Holding Company Regulations.” The Korea Fair Trade Commission has determined us to be a member company of the SK Group, as it has deemed that the above affiliates of the SK Group exercise controlling influence over us.
(2)
Information as of December 31, 2025.
(3)
Information as of May 29, 2026.
(4)
Information as of February 10, 2026.
(5)
Information as of June 29, 2026.
(6)
Information as of June 29, 2026.
Except as described above, no other person or entity known by us to be acting in concert, directly or indirectly, jointly or severally, owned 5% or more
of our issued common shares or exercised control or could exercise control over us as of the date of this prospectus.
As of July 8, 2026,
697,346,459 common shares representing 98.1% of our outstanding capital stock (not including treasury shares) were publicly traded on the KRX KOSPI Market. As of such date, 13,729,041 common shares representing 1.9% of our outstanding capital stock
(not including treasury shares) were also listed on the Luxembourg Stock Exchange under the symbol “HYNSE” in the form of global depositary receipts evidencing global depositary shares, with each global depositary share representing one
common share.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
From time to time, we have issued guarantees in favor of affiliated and related companies, and we have also engaged in various transactions with our
related parties. We believe that we have conducted our transactions with related parties as we would in comparable arm’s-length transactions with a
non-related party, on a basis substantially as favorable to us as would be obtainable in such transactions. In addition, some of our directors, corporate auditors and executive officers concurrently serve in
senior positions at certain of our affiliates with which we have ordinary course business agreements and engage in ordinary course business transactions. See “Management.”
Under the KCC, in the event we enter into a transaction with any of our directors, major shareholders or certain related parties of such directors or
major shareholders, (i) material terms about the transaction shall be disclosed to the Board and (ii) the transaction must be approved by the Board (by the affirmative vote of two-thirds or more of
the directors).
In addition, in the event that we enter into any of the following transactions with our specially-related parties such as our
affiliates where the transaction value (in case of the fourth item below, the aggregate amount incurred over a fiscal quarter) exceeds
(i) W 10 billion or (ii) 5% of the greater of our total equity or paid-in capital or, if
less than W 500 million, W 500 million,
we are required to (i) obtain approval from the Board and (ii) disclose such transaction pursuant to the Monopoly Regulation and Fair Trade Act.
providing funds for or dealing with provisional payments or loan payments;
providing or dealing with securities such as stocks or corporate bonds;
providing or dealing with assets such as real estate or intangible assets; and
providing services or products for or dealing with certain affiliates which satisfy the requirements under the Enforcement
Decree of the Monopoly Regulation and Fair Trade Act, as a counterpart or on behalf of such affiliate.
A summary of our material
transactions with our related parties from January 1, 2023 and up to the date of this prospectus is set forth below.
Transactions with SK ecoplant Co.,
Ltd.
Our transactions with SK ecoplant Co., Ltd. (“SK ecoplant” and formerly SK Engineering & Construction Co., Ltd.)
consist primarily of SK ecoplant’s construction of facilities and our acquisition of such assets. SK ecoplant is a subsidiary of SK Inc. and a leading construction company in Korea. Our acquisition of assets from SK ecoplant amounted to W 986 billion in the first quarter of 2026 and
W 292 billion in the first quarter of 2025, and
W 4,708 billion in 2025,
W 1,068 billion in 2024 and
W 465 billion in 2023.
Transactions with ESSENCORE
Limited
Our transactions with ESSENCORE Limited (“ESSENCORE”) consist primarily of sales of our NAND flash memory products.
ESSENCORE is a subsidiary of SK Inc. Operating revenues and others received from ESSENCORE amounted to W 1,550 billion in the first quarter of
2026 and W 347 billion in the first quarter of 2025, and
W 2,726 billion in 2025,
W 644 billion in 2024 and
W 754 billion in 2023.
Transactions with HITECH
Semiconductor
Our transactions with HITECH Semiconductor consist primarily of provision by HITECH Semiconductor of back-end processing services for our products. HITECH Semiconductor is a provider
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of integrated circuit packaging and testing services for semiconductors and was established in November 2009 as a joint venture between us and Wuxi Taiji Industry. As of March 31, 2026, we
held a 45.0% interest in HITECH Semiconductor. Operating expenses and others paid to HITECH Semiconductor amounted to W 217 billion in the first
quarter of 2026 and W 178 billion in the first quarter of 2025, and
W 789 billion in 2025, W 697 billion
in 2024 and W 712 billion in 2023.
Transactions
with Clean Industrial REIT Co., Ltd.
Our transactions with Clean Industrial REIT Co., Ltd., a subsidiary of SK REIT Co., Ltd., consist primarily
of our sale of our wastewater management facility located in Icheon, Korea, to Clean Industrial REIT Co., Ltd. in September 2023 for
W 1,120 billion and the following leaseback of the facility. SK REIT Co., Ltd. principally engages in the real estate investment trusts
business.
Transactions with PRISM Energy International Pte. Ltd.
Our transactions with PRISM Energy International Pte. Ltd., a subsidiary of SK E&S Co., Ltd., consist primarily of sales by PRISM Energy
International Pte. Ltd. of liquified natural gas. Operating expenses and others paid to PRISM Energy International Pte. Ltd. amounted to W 173
billion in the first quarter of 2026 and W 818 billion in 2025.
There are no outstanding loans made by us to or for the benefit of any of our related parties, except that we have provided a payment guarantee for RMB
701 million to Wuxi Xinfa Group Co., Ltd. for the benefit of Hystars Semiconductor (Wuxi) Co., Ltd., our joint venture. For further information relating to our transactions with related parties, see Note 31 of the notes to the Audited Financial
Statements and Note 28 of the notes to the Interim Financial Statements.
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DESCRIPTION OF ARTICLES OF INCORPORATION AND CAPITAL STOCK
This section provides information relating to our capital stock, including brief summaries of material provisions of our articles of incorporation, the
FSCMA, the KCC and related laws of Korea, all as currently in effect. The following summaries are subject to, and are qualified in their entirety by reference to, our articles of incorporation and the applicable provisions of the FSCMA and the KCC.
We have filed a copy of our articles of incorporation as an exhibit to our Form F-1.
General
The name of our company is SK hynix Inc. We are registered under the laws of Korea under the commercial registry number of 134411-0001387. As specified
in Article 2 of our articles of incorporation, our corporate purpose is to engage in the manufacture and sale of semiconductor devices and related businesses. To achieve this purpose, we are engaged in the following business activities:
manufacture and sale of semiconductor devices;
manufacture, assembly and sale of machinery, apparatus and equipment utilizing the characteristics of electronic motion
through semiconductor devices and other similar products, and the manufacture, assembly and sale of parts and materials used therein;
development and leasing of software for computer utilization;
manufacture, sale, leasing and provision of related services for electronic and electrical equipment, telecommunications
machinery and apparatus, and components thereof;
manufacture of machinery parts and molds;
technical research and provision of services on a contract basis;
leasing of electronic and electrical machinery and apparatus;
manufacture, sale, leasing and provision of services for equipment related to special communications (including satellite
communications) and broadcasting;
information services;
publishing;
trading;
sale and leasing of real estate;
power generation;
construction;
manufacture of electron tubes;
warehousing;
operation of parking facilities;
satellite communications business;
leasing of telecommunications line facilities;
electronic commerce and internet-related business;
any business incidental or related to the foregoing items, and investments therein; and
lifelong education and operation of lifelong education facilities.
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Currently, our authorized capital stock consists of 9,000,000,000 shares. Each share has a par value
of W 5,000. We are authorized to issue registered common shares and registered class shares (together, the “shares”). The class
shares may consist of non-voting dividend-preference shares, convertible shares, redeemable shares or shares combining all or any portion of the foregoing features. We may issue each of non-voting dividend-preference shares, convertible shares and redeemable shares in a number up to 25% of the total number of our issued Shares. As of July 8, 2026, 712,702,365 common shares were issued, and no
class shares were issued.
Board of Directors
Meetings
of the Board may be convened by the chairperson of the Board elected by the Board, or by another director as otherwise determined by the Board. When convening a meeting, notice must be given to each director in writing or orally no later than the
day before the meeting date; provided, however, that if all directors consent, a meeting may be held at any time without such notice.
Resolutions
of the Board must be adopted in the presence of a majority of the directors then in office and by the affirmative vote of a majority of the directors present. Notwithstanding the foregoing, matters relating to the prohibition on usurpation of
corporate opportunities and self-dealing, as prescribed under the KCC, require the affirmative vote of at least two-thirds of the directors then in office. Any director who has a special interest in a
resolution cannot exercise voting rights with respect to such resolution.
Directors are elected at general meetings of shareholders. The election
of directors requires the affirmative vote of a majority of the voting rights of the shareholders present, with a quorum of at least one-fourth of the total number of issued shares. At the annual general
meeting of shareholders held in March 2026, our articles of incorporation were amended to remove the provision excluding cumulative voting for the election of directors. As a result, cumulative voting under the KCC now applies to director elections.
Specifically, when two or more directors are to be appointed at a general meeting of shareholders, shareholders holding at least 1% of the total issued shares (excluding non-voting shares) may request the use of cumulative voting.
The term of office of each director expires at the close of the third annual general meeting of shareholders convened after such director’s
appointment.
Dividends
We distribute dividends to our
shareholders in proportion to the number of shares owned by each shareholder. Our common shares represented by the ADSs have the same dividend rights as other outstanding common shares. For a detailed discussion of our dividend policy, see
“Dividends and Dividend Policy.”
Distribution of Free Shares
In addition to paying dividends in shares out of our retained or current earnings, we may also distribute to our shareholders an amount transferred from
our capital surplus or earned surplus reserve to our stated capital in the form of free shares. We must distribute such free shares to all of our shareholders in proportion to their existing shareholdings.
Issuance of Additional Shares
We may issue new shares in the
following manners: (i) by granting existing shareholders the opportunity to subscribe for new shares in proportion to the number of shares they hold; (ii) within a
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limit not exceeding 30% of the total number of our issued shares, by granting specific persons (including existing shareholders) the opportunity to subscribe for new shares, when necessary to
achieve our managerial purposes, such as the introduction of new technology or improvement of our financial structure; and (iii) within a limit not exceeding 30% of the total number of our issued shares, by granting an unspecified number of
persons (including existing shareholders) the opportunity to subscribe for new shares and allocating such new shares to the subscribers accordingly.
Issuances pursuant to item (ii) above include, without limitation: (1) issuances of new shares in connection with the issuance of depositary
receipts pursuant to the FSCMA; (2) issuances of new shares to domestic or foreign financial institutions, affiliated entities, strategic investors or foreign investors for financing, technology introduction or other managerial needs;
(3) issuances of new shares in consideration for contributions in kind; and (4) issuances of new shares to persons prescribed by the Presidential Decree of the FSCMA where necessary for our managerial purposes.
In the case of issuances pursuant to item (iii) above, the Board must, by resolution, allocate the new shares by one of the following methods:
(1) allocating new shares to an unspecified number of subscribers without classifying the types of persons afforded the opportunity to subscribe; (2) allocating new shares to members of our employee stock ownership association in
accordance with applicable laws and regulations, and granting an opportunity to subscribe for the remaining unsubscribed shares to an unspecified number of persons; (3) granting shareholders a preemptive right to subscribe for new shares and,
if any shares remain unsubscribed, granting an opportunity to an unspecified number of persons to be allocated such shares; or (4) granting an opportunity to subscribe for new shares to a specified category of persons based on reasonable
standards prescribed by applicable laws and regulations, such as demand forecasts prepared by an investment dealer or investment broker acting as underwriter or placement agent.
The type and number of shares to be issued, the issue price, and other terms and conditions of issuance must be determined by a resolution of the Board.
In the case of allocations under items (ii) or (iii) above, we must, no later than two weeks prior to the payment date, notify or publicly announce to shareholders the class and number of the new shares, the issue price and payment date, and
the method of subscription for the new shares; provided that such notice or public announcement may be substituted by filing a material event report with the FSC and the Korea Exchange.
The subscription rights described in this section will not apply to this offering.
Stock Options
We may, pursuant to a special resolution of
the general meeting of shareholders, which must be adopted by the affirmative vote of at least two-thirds of the voting rights of the shareholders present and must also represent at least one-third of the affirmative vote of the total number of voting shares then issued, grant stock options to our officers or employees who have contributed or may contribute to our incorporation, management, overseas
business or technological innovation, within a limit not exceeding 15% of the total number of our issued shares; provided that within a limit not exceeding 10% of the total number of our issued shares, the Board may resolve to grant stock options,
in which case such grant must be approved at the first general meeting of shareholders convened after the grant.
The number of officers and
employees to whom stock options may be granted cannot exceed 30% of the officers and employees in service, and the number of shares underlying stock options granted to any single officer or employee cannot exceed 1% of the total number of our issued
shares.
Stock options may be exercised during the period beginning on a date no earlier than the second anniversary of the resolution approving
their grant and ending no later than the fifth anniversary of the
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exercise commencement date specified in such resolution. The exercise price of stock options must be at least: (i) where newly issued shares are delivered upon exercise, the greater of the
fair market value of the relevant shares as of the grant date or W 5,000 (par value); and (ii) in all other cases, the fair market value as
of the grant date. Shares to be delivered upon exercise of stock options must be either common shares or class shares, as determined at the time of the resolution approving the grant of the stock options.
We may cancel the grant of stock options by a resolution of the Board if: (i) after the grant, the relevant officer or employee voluntarily resigns
or retires; (ii) the relevant officer or employee, through intent or negligence, causes material damage to us; or (iii) any other cancelation event specified in the applicable stock option grant agreement occurs.
General Meeting of Shareholders
We convene annual general
meetings of shareholders within three months after the end of each fiscal year, and extraordinary general meetings of shareholders from time to time as necessary pursuant to resolutions of the Board. General meetings of shareholders are convened in
Icheon, where our principal executive offices are located, or within Seoul.
When convening a general meeting of shareholders, we notify each
shareholder in writing or by electronic document of the date, time, place and agenda of the meeting at least two weeks prior to the meeting date; provided that, in lieu of such written or electronic notice to shareholders who own not more than 1% of
the total number of issued voting shares, we may give notice by public announcement published at least twice in the Korea Economic Daily and Maeil Business Newspaper, or by public notice through the electronic disclosure system operated by the
Financial Supervisory Service (the “FSS”) or the Korea Exchange.
According to the KCC, when we convene a general meeting of
shareholders for the election of directors or auditors, we must include in the notice or public announcement the candidate’s name, resume, nominator, the candidate’s relationship with the largest shareholder, the details of any
transactions between the candidate and us during the most recent three years, whether the candidate has been subject to a delinquency disposition under the National Tax Collection Act of Korea or the Local Tax Collection Act of Korea during the last
five years as of the date of the general meeting of shareholders, whether the company where the candidate served as an executive officer has been subject to rehabilitation or bankruptcy proceedings under the Debtor Rehabilitation and Bankruptcy Act
of Korea as of the date of the general meeting of shareholders, and whether the candidate has any grounds for disqualification as an independent director or auditor, including statutory or regulatory employment restrictions, and we may elect only
from among candidates who have been so notified or publicly announced.
Voting Rights
Holders of our common shares are entitled to one vote for each common share, except that voting rights of common shares held by us (including treasury
shares and shares held by bank trust funds controlled by us), or by a corporate shareholder in which we own more than 10.0% equity interest, either directly or indirectly, may not be exercised.
Resolutions of a general meeting of shareholders must be adopted by the affirmative vote of a majority of the voting rights of the shareholders present,
and such affirmative votes must also represent at least one-fourth of the total number of voting shares then issued. However, under the KCC and our articles of incorporation, the following matters, among
others, require approval by the special resolution (which must be adopted by the affirmative vote of at least two-thirds of the voting rights of
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the shareholders present and must also represent at least one-third of the affirmative vote of the total number of voting shares then issued) of the
general meeting of shareholders:
amending our articles of incorporation;
removing a director;
granting stock options;
transferring the whole or any significant part of our business;
effecting our acquisition of all of the business of any other company or a part of the business of any other company having
a material effect on our business;
reducing our capital;
effecting any dissolution, merger or consolidation of us; or
issuing any new shares at a price lower than their par value.
A shareholder may exercise voting rights by proxy, and the proxy must submit a document evidencing its authority before the opening of the general
meeting of shareholders.
A shareholder holding two or more votes may exercise such voting rights separately without aggregating them, provided that
the shareholder notifies us in writing of its intention and the reasons therefore at least three days prior to the meeting date. We may refuse a request for split voting; provided, however, that we may not refuse such request where the shareholder
holds shares in trust or otherwise holds shares for the account of another person.
Holders of ADRs may exercise their voting rights through the
depositary, an agent of which is the record holder of the underlying common shares. Subject to the provisions of the deposit agreement, ADR holders are entitled to instruct the depositary how to vote our common shares underlying their ADSs.
Rights of Dissenting Shareholders
Under the FSCMA, in some
limited circumstances, including the transfer of all or a significant part of our business and our merger or consolidation with another company (with certain exceptions), dissenting shareholders (including holders
of non-voting shares) have the right to require us to purchase their shares. In order for a dissenting shareholder to be entitled to such right, the shares must have been acquired before the relevant
resolution of the Board was disclosed to the public or the legal action resulting in the acquisition of the shares must have been taken no later than the date immediately following the date on which the resolution was disclosed. To exercise this
right, dissenting shareholders must (i) submit to us a written notice of their intention to dissent prior to the general meeting of shareholders and (ii) request, in writing, that we purchase their shares within 20 days after the relevant
resolution is passed at the meeting, which request must specify the class and number of such shares. We are obliged to purchase the shares of such dissenting shareholders within one month after the expiration of
the 20-day period. Holders of ADSs will not be able to exercise dissenter’s rights unless they have withdrawn the underlying common shares and become our direct shareholders.
The purchase price for the shares is required to be determined through negotiation between the dissenting shareholders and us. If we cannot agree on a
price through negotiation, the purchase price will be the average of (1) the weighted average of the daily share prices on the KRX KOSPI Market for the two-month period before the date of the adoption of
the relevant board resolution, (2) the weighted average of the daily share price on the KRX KOSPI Market for the one month period before the date of the adoption of the relevant resolution and (3) the weighted average of the daily share
price on the
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KRX KOSPI Market for the one week period before the date of the adoption of the relevant resolution. However, a court may determine the purchase price if we or dissenting shareholders do not
accept the purchase price. If either we or the dissenting shareholders object to the purchase price determined in the manner described above, either party may petition the court to determine the purchase price.
Registry of Shareholders and Record Dates
Our transfer
agent, KEB Hana Bank, maintains the register of our shareholders at its office at Euljiro 35, Jung-gu, Seoul, Korea. The transfer agent records and registers transfers of shares onto the register of
shareholders.
The record date for annual dividends is determined by the Board with at least two weeks’ prior public notice. For the purpose
of determining shareholders entitled to any other rights pertaining to the shares, we may, with at least two weeks’ prior public notice, set a record date and/or close the registry of shareholders for not more than three months. The trading of
shares and the electronic transfer of our shares may continue while the registry of shareholders is closed.
Annual Report
At least one week before the annual general meeting of shareholders, we must make our business report and audited consolidated Korean IFRS financial
statements available for inspection at our principal office and at all of our branch offices. In addition, copies of business reports, the audited consolidated Korean IFRS financial statements and any resolutions adopted at the general meeting of
shareholders will be available to our shareholders.
We must file with the FSC and the Korea Exchange (1) an annual report within 90 days
after the end of our fiscal year, (2) a mid-year report within 45 days after the end of the first six months of our fiscal year and (3) quarterly reports within 45 days after the
end of the third month and the ninth month of our fiscal year. Copies of these reports are or will be available for public inspection at the FSC and the Korea Exchange.
Transfer of Shares
Under the KCC and the Act on Electronic
Registration of Stocks, Bonds, etc., the transfer of shares is effected by registration on the electronic registration ledger. However, to assert shareholders’ rights against us, the transferee must have his or her name and address registered
on our registry of shareholders, maintained by our transfer agent. A non-Korean shareholder may file a specimen signature in place of a seal, unless he is a citizen of a country with a sealing system similar
to that of Korea. In addition, a non-resident shareholder must appoint an agent authorized to receive notices on his or her behalf in Korea and file a mailing address in Korea. The above requirements do not
apply to the holders of ADSs. The Electronic Registration Act also provides that, with respect to the transfer of electronically registered shares, the effect of transfer will occur upon the completion of the electronic registration of such
transfer, and therefore, no entry of change will be required.
Under current Korean regulations, the Korea Securities Depository, foreign exchange
banks (including domestic branches of foreign banks), financial investment companies with a dealing, brokerage or collective investment license and internationally recognized custodians may act as agents and provide related services for foreign
shareholders. Certain foreign exchange controls and securities regulations apply to the transfer of shares by non-residents or non-Korean citizens.
See “Korean Foreign Exchange Controls and Securities Regulations.”
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Acquisition of Shares by Us
We may acquire our own shares with the approval of the general meeting of shareholders, either through market purchases on a stock exchange or by
acquiring shares on uniform terms pro rata to the number of shares held by each shareholder (which does not apply to redeemable shares). However, the aggregate acquisition price must not exceed the amount obtained by subtracting the following from
the net assets shown on the balance sheet for the immediately preceding fiscal year: (i) the amount of stated capital; (ii) the aggregate amount of capital reserve and earned surplus reserve accumulated through that fiscal year;
(iii) the amount of earned surplus reserve to be appropriated for that fiscal year; and (iv) unrealized gains.
We may resell or transfer
any shares acquired by us to a third party pursuant to an approval by the Board. Corporate entities in which we own a 50.0% or more equity interest may not acquire our common shares, except in the following cases: (i) in connection with a share-for-share exchange, a share transfer, a merger involving us, or the acquisition of all of another company’s business; or (ii) when necessary to achieve the
purpose of exercising our rights.
Liquidation Rights
In
the event of our liquidation, assets remaining after payment of all debts, liquidation expenses and taxes will be distributed among shareholders in proportion to their shareholdings. Holders
of non-voting dividend-preference shares have no preference in liquidation.
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DESCRIPTION OF AMERICAN DEPOSITARY SHARES
Citibank, N.A. has agreed to act as the depositary for the ADSs. Citibank, N.A.’s depositary offices are located at 388 Greenwich Street, New
York, New York 10013. ADSs represent ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonly known as “American Depositary Receipts” or
“ADRs.” The depositary typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Korea Securities Depository, located at BIFC, 40, Munhyeongeumyung-ro, Nam-gu, Busan 48400, Korea.
We have appointed Citibank, N.A. as depositary pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SEC under cover of a
Registration Statement on Form F-6. You may obtain a copy of the deposit agreement from the SEC’s website (www.sec.gov). Please refer to Registration Number 333-297185 when retrieving such copy.
We are providing you with a summary description of the material terms of the ADSs and of your material rights as an owner of ADSs. Please remember that
summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We urge you to review
the deposit agreement in its entirety. The portions of this summary description that are italicized describe matters that may be relevant to the ownership of ADSs but that may not be contained in the deposit agreement.
Each ADS represents the right to receive, and to exercise the beneficial ownership interests in, one-tenth of a common share that is on deposit with the
depositary and/or custodian. An ADS also represents the right to receive, and to exercise the beneficial interests in, any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been distributed
to the owners of ADSs because of legal restrictions or practical considerations. We and the depositary may agree to change the ADS-to-common share ratio by amending the deposit agreement. This amendment may
give rise to, or change, the depositary fees payable by ADS owners. The custodian, the depositary and their respective nominees will hold all deposited property for the benefit of the holders and beneficial owners of ADSs. The deposited property
does not constitute the proprietary assets of the depositary, the custodian or their nominees. Beneficial ownership in the deposited property will, under the terms of the deposit agreement, be vested in the beneficial owners of the ADSs. The
depositary, the custodian and their respective nominees will be the record holders of the deposited property represented by the ADSs for the benefit of the holders and beneficial owners of the corresponding ADSs. A beneficial owner of ADSs
may or may not be the holder of ADSs. Beneficial owners of ADSs will be able to receive, and to exercise beneficial ownership interests in, the deposited property only through the registered holders of the ADSs, the registered holders of the ADSs
(on behalf of the applicable ADS owners) only through the depositary, and the depositary (on behalf of the owners of the corresponding ADSs) directly, or indirectly, through the custodian or their respective nominees, in each case upon the terms of
the deposit agreement.
If you become an owner of ADSs, you will become a party to the deposit agreement and therefore will be
bound to its terms and to the terms of any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as an owner of ADSs and those of the depositary. As an ADS holder,
you appoint the depositary to act on your behalf in certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of common shares will continue to be governed by the laws of Korea,
which may be different from the laws of the United States.
In addition, applicable laws and regulations may require you to satisfy reporting
requirements and obtain regulatory approvals in certain circumstances. You are solely responsible for complying with such reporting requirements and obtaining such approvals. Neither the depositary, the custodian, us or
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any of their or our respective agents or affiliates shall be required to take any actions whatsoever on your behalf to satisfy such reporting requirements or obtain such regulatory approvals
under applicable laws and regulations.
As an owner of ADSs, we will not treat you as one of our shareholders and you will not have direct
shareholder rights. The depositary will hold on your behalf the shareholder rights attached to the common shares underlying your ADSs. As an owner of ADSs you will be able to exercise the shareholders rights for the common shares represented by your
ADSs through the depositary only to the extent contemplated in the deposit agreement. To exercise any shareholder rights not contemplated in the deposit agreement you will, as an ADS owner, need to arrange for the cancelation of your ADSs and become
a direct shareholder.
The manner in which you own the ADSs (e.g., in a brokerage account vs. as registered holder, or as holder of certificated
vs. uncertificated ADSs) may affect your rights and obligations, and the manner in which, and the extent to which, the depositary’s services are made available to you. As an owner of ADSs, you may hold your ADSs either by means of an ADR
registered in your name, through a brokerage or safekeeping account, or through an account established by the depositary in your name reflecting the registration of uncertificated ADSs directly on the books of the depositary (commonly referred to as
the “direct registration system” or “DRS”). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the direct registration system, ownership of ADSs
is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The direct registration system includes automated transfers between the depositary and DTC, the central book-entry clearing and settlement system for equity
securities in the United States. If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as an ADS owner. Banks and brokers typically hold securities
such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker or bank if you have any
questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in your name
and, as such, we will refer to you as the “holder.” When we refer to “you,” we assume the reader owns ADSs and will own ADSs at the relevant time.
The registration of the common shares in the name of the depositary or the custodian shall, to the maximum extent permitted by applicable law, vest in
the depositary or the custodian the record ownership in the applicable common shares, with the beneficial ownership rights and interests in such common shares being at all times vested with the beneficial owners of the ADSs representing the common
shares. The depositary or the custodian shall at all times be entitled to exercise the beneficial ownership rights in all deposited property, in each case only on behalf of the holders and beneficial owners of the ADSs representing the deposited
property.
Dividends and Distributions
As a holder of
ADSs, you generally have the right to receive the distributions we make on the securities deposited with the custodian. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs
will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of the specified record date, after deduction of the applicable fees, taxes and expenses.
Distributions of Cash
Whenever we make a cash distribution
for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt of confirmation of the deposit of the requisite funds,
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the depositary will arrange for the funds received in a currency other than U.S. dollars to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to
the laws and regulations of Korea.
The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to
the United States. The depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit.
The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit
agreement. The depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution
can be effected or the funds that the depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.
Distributions of Shares
Whenever we make a free distribution
of common shares for the securities on deposit with the custodian, we will deposit the applicable number of common shares with the custodian. Upon receipt of confirmation of such deposit, the depositary will either distribute to holders new
ADSs representing the common shares deposited or modify the ADS-to-common share ratio, in which case each ADS you hold will represent rights and interests in the additional common shares so deposited.
Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.
The distribution of new ADSs or the modification of the ADS-to-common share ratio upon a distribution of common
shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new common
shares so distributed.
No such distribution of new ADSs will be made if it would violate a law ( e.g. , the U.S. securities laws) or if it is
not operationally practicable. If the depositary does not distribute new ADSs as described above, it may sell the common shares received upon the terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of
a distribution of cash.
Distributions of Rights
Whenever we intend to distribute rights to subscribe for additional common shares, we will give prior notice to the depositary and we will assist the
depositary in determining whether it is lawful and reasonably practicable to distribute rights to subscribe for additional ADSs to holders.
The
depositary will establish procedures to distribute rights to subscribe for additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and
if we provide to the depositary all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for
the new ADSs upon the exercise of your rights. The depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to subscribe for new common shares other than in the form of ADSs.
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The depositary will not distribute the rights to you if:
We do not timely request that the rights be distributed to you or we request that the rights not be distributed to you;
We fail to deliver reasonably satisfactory documents to the depositary; or
It is not lawful or reasonably practicable to distribute the rights.
The depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such
sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, it will allow the rights to lapse.
Elective Distributions
Whenever we intend to distribute a
dividend payable at the election of shareholders either in cash or in additional shares, we will give prior notice thereof to the depositary and will indicate whether we wish the elective distribution to be made available to you. In such case, we
will assist the depositary in determining whether such distribution is lawful and reasonably practicable.
The depositary will make the election
available to you only if it is reasonably practicable and if we have provided all of the documentation contemplated in the deposit agreement. In such case, the depositary will establish procedures to enable you to elect to receive either cash or
additional ADSs, in each case as described in the deposit agreement.
If the election is not made available to you, you will receive either cash or
additional ADSs, depending on what a shareholder in Korea would receive upon failing to make an election, as more fully described in the deposit agreement.
Other Distributions
Whenever we intend to distribute
property other than cash, common shares or rights to subscribe for additional common shares, we will notify the depositary in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the depositary in
determining whether such distribution to holders is lawful and reasonably practicable.
If it is reasonably practicable to distribute such property
to you and if we provide to the depositary all of the documentation contemplated in the deposit agreement, the depositary will distribute the property to the holders in a manner it deems practicable.
The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In
order to pay such taxes and governmental charges, the depositary may sell all or a portion of the property received.
The depositary will not
distribute the property to you and will sell the property if:
we do not request that the property be distributed to you or if we request that the property not be distributed to you; or
we do not deliver reasonably satisfactory documents to the depositary; or
the depositary determines that all or a portion of the distribution to you is not reasonably practicable.
The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.
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Redemption
Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary in advance. If it is practicable and if
we provide to the depositary all of the documentation contemplated in the deposit agreement, the depositary will provide notice of the redemption to the holders.
The custodian will be instructed to surrender the common shares being redeemed against payment of the applicable redemption price. The depositary will
convert into U.S. dollars upon the terms of the deposit agreement the redemption funds received in a currency other than U.S. dollars and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of
their ADSs to the depositary. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata
basis, as the depositary may determine upon consultation with us.
Changes Affecting Common Shares
The common shares held on deposit for your ADSs may change from time to time. For example, there may be a change in nominal or par value, split-up, cancelation, consolidation or any other reclassification of such common shares or a recapitalization, reorganization, merger, consolidation or sale of our assets.
If any such change were to occur, your ADSs would, to the extent permitted by law and the deposit agreement, represent the right to receive the property
received or exchanged in respect of the common shares held on deposit. The depositary may in such circumstances deliver new ADSs to you, amend the deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of your existing ADSs for new ADSs and take any other actions that the depositary, in consultation with us, considers appropriate to reflect as to the ADSs the change affecting the common
shares. If the depositary may not lawfully distribute such property to you, the depositary may sell such property and distribute the net proceeds to you as in the case of a cash distribution.
Issuance of ADSs upon Deposit of Common Shares
Upon
completion of this offering, the common shares being offered pursuant to this prospectus will be deposited by us with the custodian. Upon receipt of confirmation of such deposit, the depositary will issue ADSs to the underwriters named in this
prospectus. After the completion of this offering, the common shares that are being offered for sale pursuant to this prospectus will be deposited by us with the custodian. Upon receipt of confirmation of such deposit, the depositary will issue ADSs
to the underwriters named in the prospectus.
After the closing of this offering, the depositary may create ADSs on your behalf if you or your
broker deposit common shares with the custodian. The depositary will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any charges and taxes payable for the transfer of the common shares to the
custodian. Your ability to deposit common shares and receive ADSs may be limited by legal considerations in the United States and Korea applicable at the time of deposit. In addition, under the terms of the deposit agreement, the depositary is
required to obtain our prior consent to any such deposit if, after giving effect to such deposit, the total number of our common shares represented by ADSs exceeds the limits imposed by applicable laws and regulations or our articles of
incorporation, or otherwise exceeds a specified maximum that we may establish from time to time, subject to adjustment under certain circumstances. See “Risk Factors — If you surrender your ADSs in order to withdraw the underlying common
shares, you may not be allowed to deposit the common shares again to obtain ADSs.”
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The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that
all required approvals have been given and that the common shares have been duly transferred to the custodian. The depositary will only issue ADSs in whole numbers.
When you make a deposit of common shares, you will be responsible for transferring good and valid title to the depositary. As such, you will be deemed
to represent and warrant that:
the common shares are duly authorized, validly issued, fully paid, non-assessable
and legally obtained;
all preemptive (and similar) rights, if any, with respect to such common shares have been validly waived or exercised;
you are duly authorized to deposit the common shares;
the common shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage,
pledge or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, “restricted securities” (as defined in the deposit agreement);
you have obtained all necessary approvals from any applicable governmental agency in Korea, made all applicable filings
with any such governmental agency, and otherwise complied with all applicable laws of Korea and the rules and regulations of any such governmental agency to make such deposit; and
the common shares presented for deposit have not been stripped of, or limited from, any rights or entitlements.
If any of the representations or warranties are incorrect in any way, we and the depositary may, at your cost and expense, take
any and all actions necessary to correct the consequences of the misrepresentations.
Transfer, Combination and Split Up of ADRs
As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfers of ADRs, you will have to
surrender the ADRs to be transferred to the depositary and also must:
ensure that the surrendered ADR is properly endorsed or otherwise in proper form for transfer;
provide such proof of identity and genuineness of signatures as the depositary deems appropriate;
provide any transfer stamps required by the State of New York or the United States; and
pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms
of the deposit agreement, upon the transfer of ADRs.
To have your ADRs either combined or split up, you must surrender the ADRs
in question to the depositary with your request to have them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit agreement, upon a combination or split up of
ADRs.
Withdrawal of Common Shares Upon cancelation of ADSs
As a holder, you will be entitled to present your ADSs to the depositary for cancelation and then receive the corresponding number of underlying common
shares at the custodian’s offices. Your ability
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to withdraw the common shares held in respect of the ADSs may be limited by legal considerations in the United States and Korea applicable at the time of withdrawal. In order to withdraw the
common shares represented by your ADSs, you will be required to pay to the depositary the fees for cancelation of ADSs and any charges and taxes payable upon the transfer of the common shares. You assume the risk for delivery of all funds and
securities upon withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement.
If you hold ADSs registered in your name,
the depositary may ask you to provide proof of identity and genuineness of any signature and such other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the common shares represented by your ADSs
may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary will only accept ADSs for cancelation that represent a whole number of securities on
deposit.
You will have the right to withdraw the securities represented by your ADSs at any time except as a result of:
temporary delays that may arise because (i) the transfer books for the common shares or ADSs are closed, or
(ii) common shares are immobilized on account of a shareholders’ meeting or a payment of dividends;
obligations to pay fees, taxes and similar charges; or
restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.
The deposit agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except to
comply with mandatory provisions of law.
Voting Rights
As a holder, you generally have the right under the deposit agreement to instruct the depositary to exercise the voting rights for the common shares
represented by your ADSs. The voting rights of holders of common shares are described in “Description of Articles of Incorporation and Capital Stock — Voting Rights.”
At our request, the depositary will distribute to you any notice of shareholders’ meeting received from us together with information explaining
how to instruct the depositary to exercise the voting rights of the securities represented by ADSs. In lieu of distributing such materials, the depositary may, with our written consent, distribute to holders of ADSs instructions on how to retrieve
such materials upon request.
If the depositary timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities
(in person or by proxy) represented by the holder’s ADSs in accordance with such voting instructions.
Securities for which no voting
instructions have been received will not be voted (except as otherwise contemplated in the deposit agreement). Please note that the ability of the depositary to carry out voting instructions may be limited by practical and legal limitations
and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the depositary in a timely manner.
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Fees and Charges
As an ADS holder, you will be required to pay the following fees (some of which may be cumulative) under the terms of the deposit agreement:
Service
Fees
Issuance of ADSs (e.g., an issuance upon a deposit of common shares, upon a change in the ADS(s)-to-common share ratio, ADS conversions, or for any other reason), excluding ADS issuances as a result of distributions of common shares
Up to US$5.00 per 100 ADSs (or fraction thereof) issued
Cancelation of ADSs (e.g., a cancelation of ADSs for delivery of deposited property, upon a change in the ADS(s)-to-common share ratio, ADS conversions,
upon termination of the deposit agreement, or for any other reason)
Up to US$5.00 per 100 ADSs (or fraction thereof) canceled
Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements)
Up to US$5.00 per 100 ADSs (or fraction thereof) held
Distribution of ADSs pursuant to (i) share dividends or other free share distributions, or (ii) an exercise of rights to purchase additional ADSs
Up to US$5.00 per 100 ADSs (or fraction thereof) held
Distribution of financial instruments, including, without limitation, securities other than ADSs or rights to purchase additional ADSs (e.g., spin-off shares and contingent value rights)
Up to US$5.00 per 100 ADSs (or fraction thereof) held
ADS Services
Up to US$5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the depositary
Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason)
Up to US$5.00 per 100 ADSs (or fraction thereof) transferred
Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each as defined in the deposit agreement) into freely
transferable ADSs, and vice versa or conversion of ADSs for unsponsored American Depositary Shares (e.g., upon termination of the deposit agreement)).
Up to US$5.00 per 100 ADSs (or fraction thereof) converted
As an ADS holder, you will also be responsible to pay certain charges (some of which may be cumulative) such as:
taxes (including applicable interest and penalties) and other governmental charges;
the registration fees as may from time to time be in effect for the registration of common shares on the share register and
applicable to transfers of common shares to or from the name of the custodian, the depositary or any nominees upon the making of deposits and withdrawals, respectively;
certain cable, telex and facsimile transmission and delivery expenses;
the fees, expenses, spreads, taxes and other charges of the depositary and/or service providers (which may be a division,
branch or affiliate of the depositary) in the conversion of foreign currency;
the reasonable and customary out-of-pocket
expenses incurred by the depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to common shares, ADSs and ADRs;
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the fees, charges, costs and expenses incurred by the depositary, the custodian or any nominee in connection with the ADR
program; and
the amounts payable to the depositary by any party to the deposit agreement pursuant to any ancillary agreement to the
deposit agreement in respect of the ADR program, the ADSs and the ADRs.
ADS fees and charges for (i) the issuance of ADSs
and (ii) the cancelation of ADSs are charged to the person for whom the ADSs are issued (in the case of ADS issuances) and to the person for whom ADSs are canceled (in the case of ADS cancellations). In the case of ADSs issued by the depositary
into DTC, the ADS issuance and cancelation fees and charges may be deducted from distributions made through DTC, and may be charged to the DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holding the ADSs being canceled,
as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participants as in effect at the
time. ADS fees and charges in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADS record date. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from
the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of the ADS record date will be invoiced for the amount of the ADS fees and charges and such ADS fees and charges may be
deducted from distributions made to holders of ADSs. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC
participants in accordance with the procedures and practices prescribed by DTC and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs. In the case of (i) registration of
ADS transfers, the ADS transfer fee will be payable by the ADS holder whose ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series (which may entail the
cancelation, issuance and transfer of ADSs and the conversion of ADSs from one series to another series), the applicable ADS issuance, cancelation, transfer and conversion fees will be payable by the holder whose ADSs are converted or by the person
to whom the converted ADSs are delivered.
In the event of refusal to pay the depositary fees, the depositary may, under the terms of the deposit
agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder. Certain of the depositary fees and charges (such as the ADS services fee) may
become payable shortly after the closing of the ADS offering. Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of such changes. The depositary
may reimburse us for certain expenses incurred by us in respect of the ADR program, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary agree from
time to time. Any failure by us to timely pay any fees, charges and reimbursements of the depositary for which we are responsible pursuant to the deposit agreement, or any ancillary agreement between us and the depositary, may suspend the obligation
of the depositary to provide the services contemplated in the deposit agreement at our expense (including services being made available to you), and the depositary shall have no obligation to provide any such services made available at our expense
(including services being made available to you) unless and until we have made payment in full.
Amendments and Termination
We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders 30 days’ prior
notice of any modifications that would materially
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prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are
reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to
provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.
You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement
become effective. The deposit agreement cannot be amended to prevent you from withdrawing the common shares represented by your ADSs (except as permitted by law).
We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own
initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected.
After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request
the cancelation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a
non-interest bearing account. At that point, the depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction
of applicable fees, taxes and expenses).
In connection with any termination of the deposit agreement, the depositary may make available to owners
of ADSs a means to withdraw the common shares represented by ADSs and to direct the depositary of such common shares into an unsponsored American depositary share program established by the depositary. The ability to receive unsponsored American
depositary shares upon termination of the deposit agreement would be subject to limitations of the laws of Korea, satisfaction of certain U.S. regulatory requirements applicable to the creation of unsponsored American depositary shares and the
payment of applicable depositary fees.
Books of Depositary
The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but
solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement.
The
depositary will maintain in New York facilities to record and process the issuance, cancelation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time, to the extent not
prohibited by law.
Limitations on Obligations and Liabilities
The deposit agreement limits our obligations and the depositary’s obligations to you. Please note the following:
We and the depositary are obligated only to take the actions specifically stated in the deposit agreement without
negligence or bad faith.
We and the depositary disclaim any liability for any failure to carry out voting instructions, for any manner in which a
vote is cast or for the effect of any vote, provided any such action or omission is in good faith and in accordance with the terms of the deposit agreement.
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We and the depositary disclaim any liability for any failure to determine the lawfulness or practicality of any action, for
the investment risks associated with investing in common shares, for any tax consequences that result from the ownership of ADSs, common shares or deposited property, for the credit-worthiness of any third party or for allowing any rights to lapse
under the terms of the deposit agreement. The depositary disclaims any liability for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the validity or worth of the common
shares, for any financial transaction entered into by any person in respect of the ADSs or any deposited property, for any transaction involving the ADSs or deposited property, for the timeliness of any of our notices or for our failure to give
notice.
We and the depositary disclaim any liability for any action or failure to act by any holder of ADSs relating to such
holder’s obligation under any laws of Korea or regulation relating to foreign investment in Korea in respect to a withdrawal or sale of shares, including without limitation, any failure to comply with a requirement to register such investment
prior to such withdrawal or any failure to report foreign exchange transactions.
We and the depositary will not be obligated to perform any act that is inconsistent with the terms of the deposit
agreement.
We and the depositary disclaim any liability if we or the depositary are prevented or forbidden from or subject to any
civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision, present or future of any law or regulation, or by reason of present
or future provision of any provision of our articles of incorporation, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our control.
We and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided
for in the deposit agreement or in our articles of incorporation or in any provisions of or governing the securities on deposit.
We and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information
received from legal counsel, accountants, any person presenting common shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or
information.
We and the depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering,
right or other benefit that is made available to holders of common shares but is not, under the terms of the deposit agreement, made available to you.
We and the depositary may rely without any liability upon any written notice, request or other document believed to be
genuine and to have been signed or presented by the proper parties.
We and the depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the
deposit agreement.
No disclaimer of any Securities Act liability is intended by any provision of the deposit agreement.
Nothing in the deposit agreement gives rise to a partnership or joint venture, or establishes a fiduciary relationship,
among us, the depositary and you as ADS holder.
Nothing in the deposit agreement precludes Citibank, N.A. (or its affiliates) from engaging in transactions in which
parties adverse to us or the ADS owners have interests, and nothing in the deposit agreement obligates Citibank, N.A. to disclose those transactions, or any information obtained in the course of those transactions, to us or to the ADS owners, or to
account for any payment received as part of those transactions.
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As the above limitations relate to our obligations and the depositary’s obligations to you
under the deposit agreement, we believe that, as a matter of construction of the deposit agreement, such limitations would likely continue to apply to ADS holders who withdraw the common shares from the ADS facility with respect to obligations or
liabilities incurred under the deposit agreement before the cancelation of the ADSs and the withdrawal of the common shares, and such limitations would most likely not apply to ADS holders who withdraw the common shares from the ADS facility with
respect to obligations or liabilities incurred after the cancelation of the ADSs and the withdrawal of the common shares and not under the deposit agreement.
In any event, you will not be deemed, by agreeing to the terms of the deposit agreement, to have waived our or the depositary’s compliance with
U.S. federal securities laws and the rules and regulations promulgated thereunder. In fact, you cannot waive our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.
Taxes
You will be responsible for the taxes and other
governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on
deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.
The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges
are paid by the applicable holder. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the
depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal obligations. You are required to indemnify us, the depositary and the custodian for
any claims with respect to taxes based on any tax benefit obtained for you.
Foreign Currency Conversion
The depositary will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will distribute
the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other
governmental requirements.
If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not
obtainable at a reasonable cost or within a reasonable period, the depositary may take the following actions in its discretion:
Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the
conversion and distribution is lawful and practical.
Distribute the foreign currency to holders for whom the distribution is lawful and practical.
Hold the foreign currency (without liability for interest) for the applicable holders.
Governing Law/Waiver of Jury Trial
The deposit agreement,
the ADRs and the ADSs will be interpreted in accordance with the laws of the State of New York. The rights of holders of common shares (including common shares represented by ADSs) are governed by the laws of Korea.
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AS A PARTY TO THE DEPOSIT AGREEMENT, YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, YOUR RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF THE DEPOSIT AGREEMENT, THE ADSs OR THE ADRs AGAINST US AND/OR THE DEPOSITARY.
The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have
against us or the depositary arising out of or relating to our common shares, the ADSs or the deposit agreement, including any claim under U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the
court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law. However, you will not be deemed by agreeing to the terms of the deposit agreement to have waived our or the
depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.
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SHARES AND AMERICAN DEPOSITARY SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering, we will have 728,865,500 outstanding common shares (including 17,790,000 common shares represented by 177,900,000 ADSs
issued in this offering) and 1,626,865 treasury shares. All ADSs sold in this offering will be freely transferable by persons other than our “affiliates” as that term is defined in Rule 144 under the Securities Act as currently in
effect, or “Rule 144,” without restriction or further registration under the Securities Act. All outstanding shares prior to this offering are “restricted securities” as that term is defined in Rule 144 because they were
issued in a transaction or series of transactions not involving a public offering in the United States. Restricted securities, in the form of ADSs or otherwise, may be sold only if they are the subject of an effective registration statement under
the Securities Act or if they are sold pursuant to an exemption from the registration requirement of the Securities Act such as those provided for in Rule 144 or 701 promulgated under the Securities Act, which rules are summarized below. Restricted
shares of our common stock may also be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S under the Securities Act, or “Regulation S.” Previously
outstanding shares of our common stock are eligible for trading on the KRX KOSPI Market. This prospectus may not be used in connection with any resale of our ADSs acquired in this offering by our affiliates.
Sales of substantial amounts of our shares or ADSs in the public market could adversely affect their prevailing market prices. Prior to this offering,
there has been no public market for shares of our ADSs, and while we have been approved to list our ADSs on Nasdaq, we cannot assure you that a regular trading market will develop.
Rule 144
In general, under Rule 144, a person who has
beneficially owned our common shares that are restricted shares for at least six months would be entitled to sell such securities, provided that (1) such person is not deemed to have been one of our affiliates at the time of, or at any time
during the 90 days preceding, a sale and (2) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Persons who have beneficially owned our common shares that are restricted shares for at
least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three month period only a number of
securities that does not exceed the greater of either of the following:
1% of the number of our common shares then outstanding; or
the average weekly trading volume of our common shares represented by ADSs on the Nasdaq during the four calendar weeks
preceding the filing of a notice on Form 144 with respect to the sale;
provided, in each case, that we are subject to the Exchange Act periodic
reporting requirements for at least 90 days before the sale. Such sales both by affiliates and by non-affiliates must also comply with the manner of sale, current public information and notice provisions of
Rule 144 to the extent applicable.
Regulation S
Regulation S provides generally that sales made in offshore transactions are not subject to the registration or prospectus-delivery requirements of the
Securities Act. In general, this means that our common shares may be sold in some other manner outside the United States without requiring registration in the United States. Previously outstanding shares of our common stock are eligible for trading
on the KRX KOSPI Market.
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Lock-up Agreements
We and certain of our affiliates may agree with the underwriters, subject to certain exceptions, not to sell, transfer or otherwise dispose of any ADSs,
common shares or similar securities for a period of 90 days after the date of this prospectus. See “Underwriting” for more information.
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KOREAN FOREIGN EXCHANGE CONTROLS AND SECURITIES REGULATIONS
General
The Foreign Exchange Transactions Act of Korea and
the Presidential Decree and regulations under that Act and Decree, collectively referred to as the “Foreign Exchange Transaction Laws,” regulate investments in Korean securities
by non-residents and issuances of securities outside Korea by Korean companies. Non-residents may invest in Korean securities pursuant to the Foreign
Exchange Transaction Laws. The FSC has also adopted, pursuant to its authority under the FSCMA, regulations that restrict investments by foreigners in Korean securities and regulate issuances of securities outside Korea by Korean companies.
Subject to certain limitations, the Ministry of Finance and Economy has the authority to take the following actions under the Foreign Exchange
Transaction Laws:
if the Government deems it necessary on account of war, armed conflict, natural disaster or grave and sudden and
significant changes in domestic or foreign economic circumstances or similar events or circumstances, the Ministry of Finance and Economy may (i) temporarily suspend payment, receipt or performance under any or all foreign exchange
transactions, in whole or in part, to which the Foreign Exchange Transaction Laws apply (including suspension of payment and receipt of foreign exchange), (ii) impose an obligation to deposit, safe-keep or sell precious metal or any means of payment
to the Bank of Korea, a foreign exchange equalization fund or certain other governmental agencies or financial companies, or (iii) require resident creditors to collect and recover debts owed by
non-resident debtors and to send such amounts to the creditors’ accounts in Korea; and
if the Government concludes that the international balance of payments and international financial markets are experiencing
or are likely to experience significant disruption or that the movement of capital between Korea and other countries is likely to adversely affect its currency policies, exchange rate policies or other macroeconomic policies, the Ministry of Finance
and Economy may take action to require any person who intends to effect a capital transaction to obtain permission or to require any person who effects a capital transaction to deposit a portion of the means of payment acquired in such transaction
with the Bank of Korea, a foreign exchange equalization fund or certain other governmental agencies or financial companies.
Such
authority of the Ministry of Finance and Economy would not, however, be applicable to foreign investments made pursuant to the Foreign Investment Promotion Act of Korea.
Holding Company Regulations
Under the Monopoly Regulation and Fair Trade Act, a company that qualifies as a holding company is required, among other restrictions, to satisfy minimum
equity ownership requirements with respect to its subsidiaries. The applicable minimum ownership thresholds differ before and after the effective date of the amendments to the Monopoly Regulation and Fair Trade Act that took effect on December 30,
2021. Under the current rules, a holding company is generally required to hold at least 30% of the issued voting shares of a listed subsidiary and at least 50% of the issued voting shares of an unlisted subsidiary. However, pursuant to the
transitional provisions, if a holding company was newly established or converted into a holding company prior to December 30, 2021, the prior minimum ownership thresholds (20% for listed subsidiaries and 40% for unlisted subsidiaries) continue to
apply to the subsidiaries held by such holding company prior to December 30, 2021. SK square, our largest shareholder, converted into a holding company prior to December 30, 2021 and, accordingly, is subject to the 20% minimum ownership threshold
with respect to a listed subsidiary (including us) that it held prior to December 30, 2021, and is required to maintain ownership of at least 20% of our issued shares.
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Pricing of Newly Issued Shares
Article 5-18 ( Determination of the Issue Price for Paid-in Capital Increases ) of the Regulation on the Issuance and Disclosure, Etc. of Securities
of Korea generally applies where a listed company conducts a paid-in capital increase through a third-party allotment. If the offering price is determined at a discount from the trading price, the discount rate is to be determined against a base
price, which is generally the volume-weighted arithmetic average of the share price (i.e., a price calculated by dividing the total value of such shares traded on the Korea Exchange during the relevant period by the total volume of such shares
traded during such period) during the period from the third trading day to the fifth trading day prior to the subscription date, which will be the closing date for this offering. The discount rate is generally required to be set within 10% for a
third-party allotment under the above regulation. Based on the position of the FSS, our issuance of new shares to the depositary for purposes of the offering is viewed as a third-party allotment, and therefore, the initial public offering price is
subject to the above restrictions on the discount rate, which could constrain the pricing flexibility of the offering.
Government Review of Issuances of ADSs
Under the FSCMA, its Presidential Decree and the FSC regulations promulgated thereunder, where an issuer makes solicitation of an offer to
subscribe for the securities to be newly issued by it to 50 or more investors (aggregated with the number of the investors who have received the solicitation of an offer to purchase or subscribe for the securities of the same class within six months
prior to the commencement date of the solicitation of an offer to subscribe for the securities to be newly issued, but excluding certain professional investors and the issuer-related persons specified in the Presidential Decree of the FSCMA), such
solicitation would constitute an “offering,” and the issuer would be required to file a securities registration statement with the FSC. In addition, even if the number of the investors who received the solicitation as calculated above is
fewer than 50, such solicitation would nevertheless be deemed an “offering” and the issuer would be required to file a securities registration statement with the FSC if:
in the case where the securities in question are issued in Korea, there has been a prior offering or sale of the securities
of the same class; or
in the case where the securities in question are issued outside Korea, such securities may be transferred to Korean
residents within one year from the issuance date thereof.
In order for us to issue the common shares to the depositary for
issuing the ADSs, we are required to file a securities registration statement with the FSC and such securities registration statement must become effective in accordance with the FSCMA, its Presidential Decree and the FSC regulations promulgated
thereunder, because such issuance of our common shares would be deemed an “offering” in Korea even if there is no solicitation of an offer to subscribe for such common shares or ADSs in Korea or to the residents of Korea, as discussed
above. Accordingly, we have filed a Korean-language securities registration statement with the FSC separately from this prospectus. However, the ADSs will not be offered, sold, or delivered in Korea or to, or for the account of or benefit of any
investors in Korea, at the time of their issuance.
Under the Foreign Exchange Transaction Laws, in order for the depositary to issue ADSs based on
the Common Shares newly issued and deposited by us in connection with this offering in excess of US$50 million, we are required to file a securities issuance report with the Ministry of Finance and Economy via our designated foreign exchange
bank with respect to the issuance of the ADSs prior to such issuance; provided that such US$50 million threshold amount would be reduced by the aggregate principal amount of any foreign currency loans borrowed from non-residents, and any foreign currency denominated securities issued outside Korea or to non-residents in Korea on a private placement
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basis, each during the one-year period immediately preceding the filing date of such report. The Ministry of Finance and Economy may at
its discretion direct us to take necessary measures to avoid exchange rate fluctuation in connection with its acceptance of the securities issuance report for the issuance of the ADSs. We are required to submit the report on the results of the
issuance of the ADSs without delay after the net subscription money for the ADSs is paid to us.
Under the Foreign Exchange Transaction Laws, if the
securities are to be listed in a manner that involves the movement of securities between the Korea Exchange and an overseas stock exchange, a securities issuance report is required to be filed with the Ministry of Finance and Economy only once at
the time of the initial listing, and the person who has filed the securities issuance report as described above is required to submit a post-transaction report to the Ministry of Finance and Economy by the end of the month immediately following the
month in which either any movement of securities between the Korea Exchange and the applicable overseas stock exchange or any change in the number of the total issued securities occurs.
Under the Presidential Decree of FSCMA and the FSC regulations promulgated thereunder, the depositary is required to obtain our prior consent for any
proposed deposit of our issued common shares if the number of shares to be deposited in such proposed deposit exceeds the number of common shares initially deposited by us for the issuance of ADSs (including deposits in connection with the initial
and all subsequent issuances of ADSs by us or with our consent and stock dividends or other distributions related to the ADSs).
In addition to such
restrictions under Korean laws and regulations, there are also restrictions on the deposits of our common shares for issuance of ADSs. Therefore, a holder of ADRs who surrenders ADRs and withdraws shares may not be permitted subsequently to
deposit those shares and obtain ADRs.
Reporting Requirements for Holders of Substantial Interests
Under the FSCMA, any person whose direct or beneficial ownership of the shares with voting rights, equity-related
debt securities, including convertible bonds, bonds with warrants, exchangeable bonds, certificates representing the rights to subscribe for common shares, derivatives-linked securities and depositary receipts
representing the aforementioned securities, which we refer to collectively as “equity securities,” of a listed company in Korea, together with the equity securities directly or beneficially owned and held by certain related persons or by
any person acting in concert with the person, accounts for 5% or more of the total outstanding equity securities (including treasury shares) of such listed company is required to report the status and purpose (in terms of whether the purpose of the
shareholding is to participate in the management of the issuer) of the holdings, the major terms and conditions of the agreements relating to the equity securities and other matters prescribed by the Presidential Decree under the FSCMA to the FSC
and the Korea Exchange within five business days after reaching the 5% ownership interest.
As mentioned above, the 5% threshold relates to not only
ownership, but also holdings of equity securities. The concept of “holding” includes (i) any equity securities that are owned for the shareholder’s own account, regardless of the title (i.e., a nominee or other person holding
legal title on behalf of the underlying shareholder), (ii) claims for delivery of equity securities that are held in accordance with provisions of law or contract (i.e., legal or contractual rights to acquire equity securities), (iii) voting rights
(including rights to instruct the exercise of voting rights) of equity securities held in accordance with provisions of law or contract, including money trusts or collateral contracts (e.g., security agreements where the entity that has the
collateral holds the voting right), (iv) the power to decide on acquisitions or dispositions of equity securities held in accordance with provisions of laws or contracts, including money trusts or collateral contracts, (v) the right to
unilaterally complete the
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purchase and sale contract of the equity securities and become the purchaser to the contract (i.e., a legal right to acquire the equity securities if the contract conditions are within the
potential shareholder’s control), (vi) contractual rights such as call options pursuant to derivatives in which the underlying assets are equity securities and (vii) stock options in which the holder of such options becomes the owner of
the underlying equity shares when the options are exercised.
In addition, (A) any change in the number of the owned equity securities that is
1% or more of the total outstanding equity securities subsequent to the report or (B) any change in (i) the purpose of the shareholding or ownership of the equity securities, (ii) the major terms and conditions of the agreements
relating to the equity securities owned (such as trust agreements and collateral agreements) to the extent the number of relevant equity securities is 1% or more of the total outstanding equity securities or (iii) the type of the ownership
(direct ownership or holdings) to the extent the number of relevant equity securities is equal to or exceeds 1% of the total outstanding equity securities, subsequent to the report, must be reported to the FSC and the Korea Exchange, provided that
clause (B)(ii) is not applicable to holders who have invested for a simple investment purpose only (exercising only the rights guaranteed by applicable law regardless of the number of shares they hold) and clause (B)(iii) is only applicable to
shareholders whose investment purpose is to participate in the management of the company. Changes set forth in clauses (A) and (B) above must be reported within five business days from the date of such change (or by the tenth day of
the month following the month in which the change described in (A) above occurs, in the case of a person (other than certain professional investors prescribed by the Presidential Decree under the FSCMA) with a simple investment purpose or by
the tenth day from the date of such change in the case of a person (other than certain professional investors prescribed by the Presidential Decree under the FSCMA) whose intent is neither a simple investment nor management participation).
Notwithstanding the foregoing, certain professional investors prescribed by the Presidential Decree of the FSCMA may report the 5% ownership status and
the changes described in (A) above to the FSC and the Korea Exchange by the tenth day of the month immediately following the end of the quarter in which such 5% ownership interest is reached or the change occurs.
When filing a report to the FSC and the Korea Exchange in accordance with the reporting requirements described above, a copy of such report must also be
sent to the issuer.
Violation of these reporting requirements may subject a person to sanctions, such as prohibition on the exercise of voting
rights with respect to the equity securities for which the reporting requirement was violated, or fines and/or imprisonment. Furthermore, the FSC may order the disposal of the equity securities for which the reporting requirement was violated or may
impose a monetary penalty.
A person reporting to the FSC and the Korea Exchange that its purpose of holding the equity securities of the relevant
listed company in Korea is to participate in the management of such company is prohibited from acquiring additional equity securities of such company and exercising its voting rights, in each case during the period commencing from the date on which
the event triggering the reporting requirement occurs and ending on the fifth day from the date on which the report is made.
In addition to the
reporting requirements described above, any person whose direct or beneficial ownership of our common shares (including in the form of ADSs) accounts for 10.0% or more of the total issued shares with voting rights (a “major
shareholder”), other than certain exempted persons as listed under the Presidential Decree of the FSCMA, must report the status of his or her shareholding (including our shares (whether with voting rights or not) as well as any securities
convertible into or exchangeable for, or any warrants, rights or options to purchase or subscribe for, such shares, which we refer to collectively as “specific securities”) to the Securities and Futures Commission, a specialized
decision-making body within the FSC focusing on capital markets oversight, and the Korea Exchange
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within five business days after such person becomes a major shareholder. In addition, any change in the ownership interest subsequent to the report must be reported to the Securities and Futures
Commission and the Korea Exchange by the fifth business day of any changes in such person’s ownership level in our specific securities. Violations of these reporting requirements may subject such person to criminal sanctions, such as fines or
imprisonment.
If a director, executive officer or a major shareholder (other than certain exempted persons as listed under the Presidential Decree
of the FSCMA) intends to buy, sell or otherwise trade our specific securities, certain reporting obligations may arise. Such person must report, among others, the purpose of the trade, the expected trading price, trading volume and trading period
(which shall be not more than 30 days), which we refer to collectively as “trading plan,” to the Securities and Futures Commission and the Korea Exchange prior to the expected trading date, if the expected trading volume or amount of our
specific securities when aggregated with such person’s total trading volume or amount of our specific securities over the past six months (i) represents at least 1% of the total number of our issued specific securities or (ii) is at
least W 5 billion. Flexibility of up to 30% of the expected trading amount (equal to the expected trading price multiplied by the expected
trading volume as set out in the trading plan) is permitted to accommodate the market situation at the time of the transaction.
The Presidential
Decree of the FSCMA also exempts certain types of trades from the aforementioned reporting obligations. Such trades include acquisition of certain securities by inheritance or stock dividend and acquisition through exercise of the exchange rights
under exchangeable bonds.
Restrictions Applicable to ADSs
No Korean governmental approval is necessary for the sale and purchase of ADSs in the secondary market outside Korea or for the withdrawal of shares
underlying ADSs and the delivery of shares in Korea in connection with the withdrawal. The acquisition of the shares by a foreigner must be reported by the foreigner or his or her standing proxy (as described in “— Restrictions
Applicable to Shares” below) in Korea immediately to the Governor (the “Governor”) of the FSS.
Persons who have acquired shares
as a result of the withdrawal of shares underlying the ADSs may exercise their voting rights and preemptive rights for new shares, participate in free distributions and receive dividends on shares without any further governmental approval.
In addition, we are required to file a securities registration statement with the FSC and such securities registration statement has to become effective
pursuant to the FSCMA in order for us to issue shares represented by ADSs.
Restrictions Applicable to Shares
As a result of amendments to the Foreign Exchange Transaction Laws and the FSC regulations adopted in connection with the stock market opening from
January 1992, which we refer to collectively as the “Investment Rules,” foreigners may invest, with limited exceptions and subject to certain procedural requirements, in shares of all Korean companies listed on the KRX KOSPI Market
or the KRX KOSDAQ Market unless prohibited by specific laws. Foreign investors may trade shares listed on the KRX KOSPI Market or the KRX KOSDAQ Market only through the KRX KOSPI Market or the KRX KOSDAQ Market, except in limited circumstances,
including, among others, the following:
odd-lot trading of shares;
acquisition of shares by exercise of warrants, conversion rights or exchange rights under bonds with warrants, convertible
bonds or exchangeable bonds, or withdrawal rights under depositary receipts issued outside of Korea by a listed company in Korea;
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acquisition of shares as a result of inheritance, donation, bequest or exercise of shareholders’ rights, including
preemptive rights or rights to participate in free distributions and receive dividends;
over-the-counter transactions between
foreigners of shares of a public service corporation for which the upper limit on aggregate ownership by foreigners as explained below, has been reached or exceeded;
shares acquired by way of foreign direct investment and/or the disposal of such shares by the investor;
disposal of shares pursuant to the exercise of appraisal rights of dissenting shareholders;
acquisition or disposal of shares in connection with a tender offer;
acquisition of shares by a foreign depositary in connection with the issuance of depositary receipts;
acquisition and disposal of shares through an overseas stock exchange market if such shares are simultaneously listed on
the KRX KOSPI Market or the KRX KOSDAQ Market and such overseas stock exchange; and
arm’s-length transactions between foreigners, if all of such foreigners
belong to the investment group managed by the same person.
Odd-lot trading of shares
outside the KRX KOSPI Market or the KRX KOSDAQ Market must involve an investment dealer licensed in Korea as the other party. Foreign investors are prohibited from engaging in margin transactions by borrowing shares from investment brokers or
investment dealers with respect to shares that are subject to a foreign ownership limit.
Prior to an amendment to the Presidential Decree of FSCMA
to abolish the foreign investors’ registration requirement which came into effect on December 14, 2023, the Investment Rules required a foreign investor who wished to invest in or dispose of shares on the KRX KOSPI Market or the KRX
KOSDAQ Market (including shares being issued or sold for initial listing on the KRX KOSPI Market or the KRX KOSDAQ Market) to register its identity with the FSS prior to making any such investment or disposal unless it has previously registered.
However, pursuant to the above-described amendment to the Presidential Decree of the FSCMA, foreign investors are now able to open investment accounts at securities firms without having to go through a prior registration process with the FSS.
Foreign corporate entities can use their legal entity identifiers, and foreign individuals can use their passport numbers, to open investment accounts. Foreign investors that already have obtained investment registration certificates can continue to
use their investor registration number so that potential inconvenience caused by changing the system may be minimized.
Under the previous laws and
regulations, foreign investors could only trade listed securities on the Korea Exchange, and over-the-counter transactions were permitted only for certain exceptional
circumstances. Over-the-counter transactions of foreign investors involving listed securities had been limited in practice because a prior review and approval had to be
obtained from financial supervisory authorities for such transactions with the exception of certain specific types of transactions that can be reported on an ex-post basis (e.g., foreign direct investment,
exercise of appraisal rights of dissenting shareholders, exercise of stock options, inheritance/gift, exercise of the rights associated with convertible bonds, bonds with warrants and repurchase agreements).
However, following the above-described amendment to the Presidential Decree of FSCMA and the abolition of the registration system for foreign investors
that came into effect on December 14, 2023, such regulatory changes have significantly expanded the scope of over-the-counter transactions eligible for ex-post reporting to cover those transactions that do not require a close review and are
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highly demanded by market participants. Specifically, ex-post reporting is permitted for the following types of over-the-counter transactions: (i) acquisition and disposition of shares resulting from spin-offs and mergers of a foreign entity, (ii) acquisition and disposition of securities resulting from
dividends in kind paid by a foreign entity, (iii) over-the-counter transfer of securities between foreigners where there is no change in the beneficial owner and
(iv) acquisition and disposition of shares resulting from in-kind delivery following the liquidation of a foreign fund.
A foreign investor may appoint a standing proxy among the Korea Securities Depository, foreign exchange banks (including domestic branches of foreign
banks), investment dealers, investment brokers and collective investment companies (collectively, “financial investment firms”), including domestic branches of foreign financial investment firms, and internationally recognized custodians
which will act as a standing proxy to exercise shareholders’ rights or perform any matters related to the foregoing activities if the foreign investor does not perform these activities itself. Generally, a foreign investor may not permit any
person, other than its standing proxy, to exercise rights relating to its shares or perform any tasks related thereto on its behalf. However, a foreign investor may be exempted from complying with these standing proxy rules with the approval of the
Governor of the FSS in cases deemed inevitable by reason of conflict between the laws of Korea and those of the home country of the foreign investor.
Shares of a listed company in Korea owned by a foreign investor must be electronically registered by an eligible custodian. Only foreign exchange banks
(including domestic branches of foreign banks), financial investment firms (including domestic branches of foreign financial investment firms), the Korea Securities Depository and internationally recognized custodians are eligible to act as a
custodian of shares for a foreign investor. The custodian of a foreign investor must deposit such foreign investor’s shares with the Korea Securities Depository. However, a foreign investor may be exempted from complying with this deposit
requirement when such shares are electronically registered pursuant to applicable laws.
Under the Investment Rules, with certain exceptions,
foreign investors may own shares of a Korean company without being subject to any foreign investment ceiling. As one such exception, no person may hold for its own account shares issued by a designated public service corporation in excess of certain
ceilings, regardless of the legal ownership of such shares. However, as of the date of this prospectus, we are not such a designated public service corporation.
Furthermore, in the case of investments amounting to
W 100 million or more, (i) an investment by a foreign investor in 10% or more of the outstanding shares with voting rights of a Korean
company or (ii) an acquisition of the right by a foreign investor holding shares of a Korean company to dispatch or appoint directors or officers of such company constitutes a foreign direct investment for purposes of the Foreign Investment
Promotion Act of Korea. Generally, under the Foreign Investment Promotion Act of Korea, a foreign direct investment must be reported to a foreign exchange bank or Korea Trade-Investment Promotion Agency
designated by the Ministry of Trade, Industry and Energy prior to such investment (within 60 days after the date of such investment, if the investment is made by acquiring outstanding shares of a Korean company listed on the Korea Exchange).
The acquisition of shares of a Korean company by a foreign investor may also be subject to certain foreign or other shareholding restrictions in the event that the restrictions are prescribed in a specific law that regulates the business of the
Korean company. Changes in ownership of shares of a Korean company by a foreign direct investor, as well as changes in certain aspects of the foreign direct investment (including change in the foreign direct investor’s name, address or
business), are subject to reporting requirements.
Under the Foreign Exchange Transaction Laws, a foreign investor who wishes to trade shares
without obtaining separate governmental approvals or submitting separate reports to the Government
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must designate a foreign exchange bank and open a foreign currency account and a Won account with the bank exclusively for stock investments. No approval is required for remittance of foreign
currency funds into Korea or for deposit of foreign currency funds in the foreign currency account. Foreign currency funds may be transferred from the foreign currency account to a Won account opened with an investment dealer or an investment broker
at the time the foreign investor is required to place a deposit for, or settle the purchase price of, a stock purchase transaction to an investment dealer or investment broker’s Won account. Funds in the foreign currency account may be
remitted abroad without any governmental approval.
Dividends on shares of Korean companies are paid in Won. No governmental approval is required
for foreign investors to receive dividends on, or the Won proceeds of the sale of, any shares to be paid, received and retained in Korea. Dividends paid on, and the Won proceeds of the sale of, any shares held by a
non-resident of Korea may be deposited either in a Won account with the investor’s investment dealer or investment broker or its Won account with the foreign exchange bank. Funds in the investor’s
Won account may be transferred to its foreign currency account or withdrawn for local living expenses, provided that any withdrawal of local living expenses in excess of a certain amount must be reported to the Governor of the FSS by the foreign
exchange bank at which the Won account is maintained. Funds in the Won account in Korea may also be used for future investment in shares or for payment of the subscription price of new shares acquired through the exercise of preemptive rights.
Investment dealers and investment brokers are allowed to open foreign currency accounts with foreign exchange banks exclusively for accommodating
foreign investors’ stock investments in Korea. Through these accounts, investment dealers and investment brokers may enter into foreign exchange transactions on a limited basis, such as conversion of foreign currency funds and Won funds,
either as a counterparty to or on behalf of foreign investors, without the investors having to open their own accounts with foreign exchange banks.
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THE KOREAN SECURITIES MARKET
The Korea Exchange
On January 27, 2005, the Korea
Exchange was established pursuant to the Korea Securities and Futures Exchange Act by consolidating the Korea Stock Exchange, the Korea Futures Exchange, the KOSDAQ Stock Market, Inc., or the KOSDAQ, and the KOSDAQ Committee of the Korea Securities
Dealers Association, which had formerly managed the KOSDAQ. On July 1, 2013, the Korea Exchange launched the Korea New Exchange (KONEX, a new securities exchange market that focuses on small- and medium-sized enterprises). There are four different markets operated by the Korea Exchange: the KRX KOSPI Market, the KRX KOSDAQ Market, the KONEX Market and the KRX Derivatives Market. The Korea Exchange has three
trading floors located in Seoul, one for the KRX KOSPI Market, one for the KRX KOSDAQ Market and one for the KONEX Market, and one trading floor in Busan for the KRX Derivatives Market. The Korea Exchange is a stock corporation (“ jusik
hoesa ” in Korean), the shares of which are held by (i) investment brokers and investment dealers that were formerly members of the Korea Futures Exchange or the Korea Stock Exchange and (ii) the stockholders of the KOSDAQ.
Currently, the Korea Exchange is the only stock exchange in Korea and is operated by membership, having as its members most of the Korean investment brokers and investment dealers and some Korean branches of foreign investment brokers and investment
dealers.
According to data published by the Korea Exchange, as of July 8, 2026, the aggregate market value of equity securities listed on the KRX
KOSPI Market was approximately W 5,931 trillion, and the average daily trading volume of equity securities in 2026 (through July 8) was
approximately 788 million shares with an average daily transaction value of W 36,589 billion.
The Korea Exchange has the power in some circumstances to suspend trading in the shares of a specific company or to
de-list a security pursuant to the Regulation on Listing on the Korea Exchange. The Korea Exchange also restricts share price movements. All listed companies are required to file accounting reports annually, semi-annually and quarterly and to release immediately certain information that may affect trading in a security.
The Korea Exchange publishes the KOSPI every ten seconds, which is an index of all equity securities listed on the KRX KOSPI Market. On January 1,
1983, the method of computing KOSPI was changed from the Dow Jones method to the aggregate value method. In the new method, the market capitalizations of all listed companies are aggregated, subject to certain adjustments, and this aggregate is
expressed as a percentage of the aggregate market capitalization of all listed companies as of the base date, January 4, 1980.
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Movements in KOSPI are set out in the following table:
Opening
High
Low
Closing
1984
115.25
142.46
115.25
142.46
1985
139.53
163.37
131.40
163.37
1986
161.40
279.67
153.85
272.61
1987
264.82
525.11
264.82
525.11
1988
532.04
922.56
527.89
907.20
1989
919.61
1,007.77
844.75
909.72
1990
908.59
928.82
566.27
696.11
1991
679.75
763.10
586.51
610.92
1992
624.23
691.48
459.07
678.44
1993
697.41
874.10
605.93
866.18
1994
879.32
1,138.75
855.37
1,027.37
1995
1,013.57
1,016.77
847.09
882.94
1996
888.85
986.84
651.22
651.22
1997
653.79
792.29
350.68
376.31
1998
385.49
579.86
280.00
562.46
1999
587.57
1,028.07
498.42
1,028.07
2000
1,059.04
1,059.04
500.60
504.62
2001
520.95
704.50
468.76
693.70
2002
724.95
937.61
584.04
627.55
2003
635.17
822.16
515.24
810.71
2004
821.26
936.06
719.59
895.92
2005
893.71
1,379.37
870.84
1,379.37
2006
1,389.27
1,464.70
1,203.86
1,434.46
2007
1,435.26
2,064.85
1,355.79
1,897.13
2008
1,853.45
1,888.88
938.75
1,124.47
2009
1,157.40
1,723.17
992.69
1,682.77
2010
1,696.14
2,052.97
1,548.78
2,051.00
2011
2,070.08
2,228.96
1,652.71
1,825.74
2012
1,826.37
2,049.28
1,769.31
1,997.05
2013
2,031.10
2,059.58
1,780.63
2,011.34
2014
1,967.19
2,082.61
1,886.85
1,915.59
2015
1,926.44
2,173.41
1,829.81
1,961.31
2016
1,918.76
2,068.72
1,835.28
2,026.46
2017
2,026.16
2,557.97
2,026.16
2,467.49
2018
2,479.65
2,598.19
1,996.05
2,041.04
2019
2,010.00
2,248.63
1,909.71
2,197.67
2020
2,175.17
2,873.47
1,457.64
2,873.47
2021
2,944.45
3,305.21
2,839.01
2,977.65
2022
2,988.77
2,989.24
2,155.49
2,236.40
2023
2,225.67
2,667.07
2,218.68
2,655.28
2024
2,669.81
2,891.35
2,360.58
2,399.49
2025
2,398.94
4,221.87
2,293.70
4,214.17
2026 (through July 8)
4,309.63
9,114.55
4,309.63
7,246.79
Source: The
Korea Exchange
Shares are quoted “ex-dividend” on the trading day immediately preceding the
last trading day of the relevant company’s accounting period. Since the calendar year is the accounting period for the majority of listed companies, this may account for the drop in KOSPI between the closing price of the second trading day
preceding the last trading day of one calendar year and the opening price of the trading day immediately preceding the last trading day of such calendar year.
The Ministry of Justice of Korea has recently issued an official ruling to the effect that (i) a record date for determining shareholders entitled
to exercise of their voting rights at the general meeting of shareholders for declaration of dividends and (ii) a record date for determining the shareholders entitled to payment of dividends so declared may be separately set. Based on the
foregoing official ruling, the Government has recommended the listed companies to set the record date for determining
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the shareholders entitled to payment of dividends after the date of the general meeting of shareholders by resolution of their board of directors so that the investors may invest in the shares of
the listed companies after checking whether the dividend is declared and the amount of dividend so declared. As a result of the recommendation of the Government, many listed companies amended their articles of incorporation which previously provided
the shareholders shown at the register of shareholders as of the end of the fiscal year are entitled to both (i) exercise of their voting rights at the general meeting of shareholders for declaration of dividends and (ii) payment of
dividends so declared. The above change from past practice is also expected to affect the “ex-dividend” practice in the Korean securities markets including the KRX KOSPI Market.
With certain exceptions, principally to take account of a share being quoted “ex-dividend” and “ex-rights,” permitted upward and downward movements in share prices of any category of shares on any trading day are limited under the rules of the Korea Exchange to 30% of the previous trading
day’s closing price of the shares, rounded down as set out below:
Previous trading day’s closing price (Won)
Rounded down to (Won)
Less than 2,000
1
2,000 to less than 5,000
5
5,000 to less than 20,000
10
20,000 to less than 50,000
50
50,000 to less than 200,000
100
200,000 to less than 500,000
500
500,000 or more
1,000
As a consequence, if a particular closing price is the same as the price set by the fluctuation limit, the closing price
may not reflect the price at which persons would have been prepared, or would be prepared to continue, if so permitted, to buy and sell shares. Orders are executed on an auction system with priority rules to deal with competing bids and offers.
Due to deregulation of restrictions on brokerage commission rates, the brokerage commission rate on equity securities transactions may be determined by
the parties, subject to commission schedules being filed with the Korea Exchange by the investment brokers and the investment dealers. In addition, a securities transaction tax (including agricultural and fishery special surtax thereon) of 0.20% of
the sales price will generally be imposed on the transfer of shares or certain securities representing rights to subscribe for shares on the Korea Exchange. See “Certain Tax Considerations — Material Korean Tax Considerations.”
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The number of companies listed on the KRX KOSPI Market, the corresponding total market capitalization
at the end of the periods indicated and the average daily trading volume for those periods are set forth in the following table:
Market capitalization on the
last day of each period
Average daily trading volume, value
Year
Number of listed
companies
(Billions of Won)
Thousands of shares
(Millions of Won)
1984
336
5,149
14,847
10,642
1985
342
6,570
18,925
12,315
1986
355
11,994
31,755
32,870
1987
389
26,172
20,353
70,185
1988
502
64,544
10,367
198,364
1989
626
95,477
11,757
280,967
1990
669
79,020
10,866
183,692
1991
686
73,118
14,022
214,263
1992
688
84,712
24,028
308,246
1993
693
112,665
35,130
574,048
1994
699
151,217
36,862
776,257
1995
721
141,151
26,130
487,762
1996
760
117,370
26,571
486,834
1997
776
70,989
41,525
555,759
1998
748
137,799
97,716
660,429
1999
725
349,504
278,551
3,481,620
2000
704
188,042
306,163
2,602,211
2001
689
255,850
473,241
1,997,420
2002
683
258,681
857,245
3,041,598
2003
684
355,363
542,010
2,216,636
2004
683
412,588
372,895
2,232,108
2005
702
655,075
467,629
3,157,662
2006
731
704,588
279,096
3,435,180
2007
745
951,900
363,732
5,539,588
2008
763
592,635
355,205
5,189,643
2009
770
887,935
485,657
5,795,426
2010
777
1,141,885
380,859
5,619,768
2011
791
1,041,999
353,759
6,863,146
2012
784
1,154,294
486,480
4,823,643
2013
777
1,185,974
328,325
3,993,422
2014
773
1,119,253
278,082
3,983,580
2015
770
1,242,832
455,256
5,351,734
2016
779
1,308,440
376,772
4,523,044
2017
774
1,605,821
340,457
5,325,760
2018
788
1,343,972
397,972
6,548,622
2019
799
1,475,909
470,723
4,989,807
2020
795
1,980,543
895,256
12,200,417
2021
824
2,203,367
844,811
13,400,335
2022
826
1,767,235
595,197
9,008,398
2023
839
2,126,373
538,210
9,602,689
2024
848
1,963,329
486,868
10,741,556
2025
847
3,477,840
445,035
12,400,178
2026 (through July 8)
835
5,931,056
787,629
36,588,770
Source: The
Korea Exchange
The Korean securities markets are principally regulated by the FSC under the regulations set forth in the FSCMA. In
August 2007, the National Assembly of Korea enacted the FSCMA. The FSCMA, which came into effect on February 4, 2009, comprehensively regulates the Korean capital markets, the financial investment businesses (including collective
investment businesses and trust businesses) and financial investment products (such as securities and derivatives). The FSCMA imposes, among others, restrictions on insider trading and price manipulation, requires specified information to be made
available by listed companies to investors and establishes rules regarding margin trading, proxy
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solicitation, takeover bids, acquisition of treasury shares and reporting requirements for shareholders holding substantial interests. The FSCMA regulates the operation and monitoring of the
securities and derivatives markets.
Protection of Customer’s Interest in Case of Insolvency of Investment Brokers or Investment Dealers
Under Korean law, the relationship between a customer and an investment broker or an investment dealer in connection with a securities sell or buy order
is deemed to be a consignment and the securities acquired by a consignment agent (i.e., the investment broker or the investment dealer) through such sell or buy order are regarded as belonging to the customer insofar as the customer and the
consignment agent’s creditors are concerned. Therefore, in the event of a bankruptcy or reorganization procedure involving an investment broker or an investment dealer, the customer of the investment broker or the investment dealer is entitled
to claim the securities acquired by the investment broker or the investment dealer for the customer’s account.
Under the FSCMA, the Korea
Exchange is obliged to indemnify any loss or damage incurred by a counterparty as a result of a breach by members of the KRX KOSPI Market or the KRX KOSDAQ Market. If an investment broker or an investment dealer that is a member of the KRX KOSPI
Market or the KRX KOSDAQ Market breaches its obligation in connection with a buy order, the Korea Exchange is obliged to pay the purchase price on behalf of the breaching member. Therefore, the customer can acquire the securities subject to the buy
order that it has placed with the breaching member.
When a customer places a buy order with a non-member
company and the non-member company places a buy order with a member company, the customer has the legal right to the securities received by the non-member company from
the member company because the purchased securities are regarded as belonging to the customer insofar as the customer and the non-member company’s creditors are concerned.
As cash deposited with an investment broker or an investment dealer is regarded as belonging to the investment broker or investment dealer, which is
liable to return the same at the request of its customer, the customer cannot take back deposited cash from the investment broker or the investment dealer if a bankruptcy or rehabilitation procedure is instituted in respect of the investment broker
or the investment dealer and, therefore, can suffer a loss or damage as a result. However, the Depositor Protection Act provides that the Korea Deposit Insurance Corporation will, upon the request of an investor, pay the investor up to W 100 million of cash deposited with an investment broker or an investment dealer in case of the investment broker or the investment
dealer’s bankruptcy, liquidation, cancelation of investment broker or investment dealer license or other insolvency events. Investment brokers and investment dealers pay premiums to the Korea Deposit Insurance Corporation for this insurance.
Pursuant to the FSCMA, investment brokers or investment dealers are required to deposit cash received from its customers at the Korea Securities Finance Corporation, a special entity established pursuant to the FSCMA.
Set-off or attachment of any such cash deposits by investment brokers or investment dealers is prohibited.
Clearance and
Settlement
The settlement of trades on the Korea Exchange is required to be handled by a settlement agency of the Korea Exchange. The Korea
Securities Depository is the institution commissioned by the Korea Exchange to handle all such settlement of trades.
The settlement of trades on
the Korea Exchange takes place through a clearance and settlement procedure. The Korea Exchange has adopted the multilateral netting system and carries out the
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clearance of the trades by netting the sales and purchases of each Korea Securities Depository participant. The Korea Exchange is required to provide the daily net settlement results of the
trades to the Korea Securities Depository by 6 p.m. on the business day immediately prior to the settlement date. The Korea Securities Depository then handles settlement of the securities and the funds based on the information received from the
Korea Exchange. The securities are settled through book-entry changes in the accounts of Korea Securities Depository participants and the funds are settled by transfer to accounts at a bank designated by the
Korea Securities Depository. Settlement of trades is generally required to take place on the third trading day following the day of the sale and purchase contract (with the day of the sale and purchase contract being the first trading day).
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CERTAIN TAX CONSIDERATIONS
U.S. Federal Income Tax Considerations
The following is a
summary of material U.S. federal income tax considerations that are likely to be relevant to the purchase, ownership and disposition of our common shares or ADSs by a U.S. Holder (as defined below).
This summary is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial
interpretations thereof, in force as of the date hereof, and the United States – Republic of Korea Income Tax Convention dated January 1, 1980 (the “Treaty”). Those authorities may be changed at any time, perhaps
retroactively, so as to result in U.S. federal income tax consequences different from those summarized below.
This summary is not a comprehensive
discussion of all of the tax considerations that may be relevant to a particular investor’s decision to purchase, hold or dispose of common shares or ADSs. In particular, this summary is directed only to U.S. Holders that hold common shares or
ADSs as capital assets and does not address particular tax consequences that may be applicable to U.S. Holders who may be subject to special tax rules, such as banks, brokers or dealers in securities or currencies, traders in securities electing to
mark to market, financial institutions, life insurance companies, tax-exempt entities, regulated investment companies, entities or arrangements that are treated as partnerships for U.S. federal income tax
purposes (or partners therein), holders that own or are treated as owning 10% or more of our stock by vote or value, persons holding common shares or ADSs as part of a hedging or conversion transaction or a straddle, or persons whose functional
currency is not the U.S. dollar. Moreover, this summary does not address state, local or foreign taxes, the U.S. federal estate and gift taxes, or the Medicare contribution tax applicable to net investment income of certain non-corporate U.S. Holders, or alternative minimum tax consequences of acquiring, holding or disposing of common shares or ADSs.
For purposes of this summary, a “U.S. Holder” is a beneficial owner of common shares or ADSs that is a citizen or resident of the United
States or a U.S. domestic corporation or that otherwise is subject to U.S. federal income taxation on a net income basis in respect of such common shares or ADSs.
You should consult your own tax advisors about the consequences of the acquisition, ownership, and disposition of the common shares or ADSs,
including the relevance to your particular situation of the considerations discussed below and any consequences arising under foreign, state, local or other tax laws.
ADSs
In general, if you are a U.S.
Holder of ADSs, you will be treated, for U.S. federal income tax purposes, as the beneficial owner of the underlying common shares that are represented by those ADSs. References to “shares” below in this subsection apply to both common
shares and ADSs, unless the context indicates otherwise.
Taxation of Dividends
Subject to the discussion below under “— Passive Foreign Investment Company Status,” the gross amount of any distribution of cash or
property with respect to our shares (including any amount withheld in respect of Korean taxes) that is paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally be includible in
your taxable income as ordinary dividend income and will not be eligible for the dividends-received deduction allowed to corporations under the Code.
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We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal
income tax principles. You therefore should expect that distributions generally will be treated as dividends for U.S. federal income tax purposes.
Dividends paid in a currency other than U.S. dollars generally will be includible in your income in a U.S. dollar amount calculated by reference to the
exchange rate in effect on the day you receive the dividends, in the case of common shares, or the date the depositary receives the dividends, in the case of shares represented by ADSs. Any gain or loss on a subsequent sale, conversion or other
disposition of such non-U.S. currency generally will be treated as ordinary income or loss and generally will be income or loss from sources within the United States.
The U.S. dollar amount of dividends received by an individual with respect to the shares will be subject to taxation at a preferential rate if the
dividends are “qualified dividends.” Subject to certain exceptions for short-term positions, dividends paid on the shares will be treated as qualified dividends if:
the shares are readily tradable on an established securities market in the United States or we are eligible for the
benefits of a comprehensive tax treaty with the United States that the U.S. Treasury determines is satisfactory for purposes of this provision and that includes an exchange of information program; and
we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend
is paid, a passive foreign investment company (a “PFIC”).
The ADSs will be listed on the Nasdaq, and will qualify as
readily tradable on an established securities market in the United States so long as they are so listed. In addition, the U.S. Treasury has determined that the Treaty meets the requirements for reduced rates of taxation, and we believe we are
eligible for the benefits of the Treaty. As discussed in more detail below under “— Passive Foreign Investment Company Status,” based on our financial statements and our current expectations regarding the value and nature of our
assets, the sources and nature of our income, and relevant market and shareholder data, we do not expect to become a PFIC for our current taxable year or in the foreseeable future. Holders should consult their own tax advisors regarding the
availability of the reduced dividend tax rate in light of their own particular circumstances.
Subject to generally applicable limitations and
conditions, Korean withholding tax imposed on dividends paid at the appropriate rate applicable to you may be eligible for a credit against your U.S. federal income tax liability. These generally applicable limitations and conditions include
requirements adopted by the U.S. Internal Revenue Service (“IRS”) in regulations promulgated in December 2021, and any Korean tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. Holder.
In the case of a U.S. Holder that consistently elects to apply a modified version of these rules under temporary guidance, and complies with specific requirements set forth in such guidance, the Korean tax on dividends will be treated as meeting the
requirements and therefore as a creditable tax. In the case of all other U.S. Holders, the application of these requirements to the Korean tax on dividends is uncertain and we have not determined whether these requirements are met. If the Korean tax
is not a creditable tax for you or you do not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, you may be able to deduct the Korean tax in computing your taxable income for U.S. federal
income tax purposes. Dividends will constitute income from sources without the United States and, if such withholding tax is a creditable tax for a U.S. Holder that elects to claim foreign tax credits, generally will constitute “passive
category income” for foreign tax credit purposes.
The availability and calculation of foreign tax credits and deductions for foreign taxes
depend on a U.S. Holder’s particular circumstances and involve the application of complex rules to those
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circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary
guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. Holders should consult their own tax advisors regarding the application of these rules to their particular circumstances.
Any Korean securities transaction tax or agricultural and fishery special surtax that you pay will not be creditable for foreign tax credit purposes.
Taxation of Dispositions of Shares
Subject to the discussion below under “— Passive Foreign Investment Company Status ,” upon a sale, exchange or other taxable
disposition of the shares, you will realize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized on the disposition and your adjusted tax basis in the shares, as determined in U.S.
dollars as discussed below. Such gain or loss will be capital gain or loss, and will generally be long-term capital gain or loss if the shares have been held for more than one year. Long-term capital gain realized by a U.S. Holder that is an
individual generally is subject to taxation at a preferential rate. The deductibility of capital losses is subject to limitations.
If you sell or
otherwise dispose of our shares in exchange for currency other than U.S. dollars, the amount realized generally will be the U.S. dollar value of the currency received at the spot rate in effect on the date of sale or other disposition (or, if the
shares are traded on an established securities market at such time, in the case of cash basis and electing accrual basis U.S. holders, the settlement date). An accrual basis U.S. Holder that does not elect to determine the amount realized using the
spot exchange rate on the settlement date will recognize foreign currency gain or loss equal to the difference between the U.S. dollar value of the amount received based on the spot exchange rates in effect on the date of the sale or other
disposition and the settlement date. You will generally have a tax basis in the currency received equal to the U.S. dollar value of the currency received at the spot rate in effect on the settlement date. Any currency gain or loss realized on the
settlement date or the subsequent sale, conversion or other disposition of the non-U.S. currency received for a different U.S. dollar amount generally will be U.S.-source ordinary income or loss, and will not
be eligible for the reduced tax rate applicable to long-term capital gains. If you are an accrual basis U.S. Holder that makes the election described in the first sentence of this paragraph, it must be applied consistently from year to year and
cannot be revoked without the consent of the IRS. U.S. Holders should consult their own tax advisors regarding the treatment of any foreign currency gain or loss realized with respect to any currency received in a sale or other disposition of the
shares.
Gain, if any, realized by a U.S. Holder on the sale or other disposition of the common shares or ADSs generally will be treated as U.S.
source income for U.S. foreign tax credit purposes. A U.S. Holder that is eligible for, and properly elects, the benefits of the Treaty, will generally not be subject to Korean withholding tax on capital gains. If you are not eligible for benefits
under the Treaty and are therefore subject to Korean withholding tax on capital gains, you generally will not be entitled to credit any Korean tax imposed on the sale or other disposition of the shares against your U.S. federal income tax liability,
except in the case of a U.S. Holder that consistently elects to apply a modified version of the U.S. foreign tax credit rules that is permitted under temporary guidance and complies with the specific requirements set forth in such guidance.
Consequently, even if the withholding tax qualifies as a creditable tax, a U.S. Holder may not be able to credit the tax against its U.S. federal income tax liability unless such credit can be applied (subject to generally applicable conditions and
limitations) against tax due on other income treated as derived from foreign sources. If the Korean tax is not a creditable tax, the tax would reduce the amount realized on the sale or other disposition of the shares even if the U.S. Holder has
elected to claim a foreign tax credit for other taxes in the same year.
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The availability and calculation of foreign tax credits and deductions for foreign taxes depend on a
U.S. Holder’s particular circumstances and involve the application of complex rules to those circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the
December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. Holders should consult their own tax advisors regarding the application of these
rules to their particular circumstances.
Deposits and withdrawals of our common shares by U.S. Holders in exchange for our ADSs will not result in
the realization of gain or loss for U.S. federal income tax purposes.
Passive Foreign Investment Company Status
Special U.S. tax rules apply to investors in companies that are considered to be PFICs. We will be classified as a PFIC in a particular taxable year if,
after applying certain look-through rules, either
75 percent or more of our gross income for the taxable year is passive income; or
the average percentage of the value of our assets that produce or are held for the production of passive income is at least
50 percent.
For this purpose, passive income generally includes dividends, interest, gains from certain commodities
transactions, rents, royalties and the excess of gains over losses from the disposition of assets that produce passive income. Cash is generally considered a passive asset for these purposes. Goodwill is an active asset under the PFIC rules to the
extent attributable to activities that produce active income.
Based on our financial statements and our expectations about the nature and amount of
our income, assets and activities, and the market value of our equity, we do not expect to be a PFIC in our current taxable year. However, the determination whether we are a PFIC must be made annually after the close of each taxable year and based
on the facts and circumstances at that time, and therefore is subject to change. Because we will hold a substantial amount of cash following this offering, we may be or become a PFIC for any taxable year if the value of our goodwill and other
intangible assets that we believe should be treated as active assets are determined by reference to our market capitalization and our market capitalization fluctuates or declines considerably after this offering. Accordingly, there can be no
assurance that we will not be a PFIC for any year in which a U.S. Holder holds our shares.
If we are a PFIC for any taxable year and any entity in
which we own or are deemed to own equity interests is also a PFIC (a “Lower-tier PFIC”), a U.S. Holder will be deemed to own a proportionate amount (by value) of the shares of each Lower-tier PFIC and will be subject to U.S. federal
income tax according to the rules described in the next paragraph on (i) certain distributions by the Lower-tier PFIC and (ii) dispositions of shares of the Lower-tier PFIC, in each case as if the U.S. Holder held such shares directly,
even though the U.S. Holder will not receive any proceeds of those distributions or dispositions.
If we are classified as a PFIC, and a U.S. Holder
does not make a mark-to-market election as described below, the U.S. Holder will be subject to a special tax at ordinary income tax rates on “excess
distributions” (generally, any distributions that a U.S. Holder receives in a taxable year that are greater than 125 percent of the average annual distributions that such holder has received in the preceding three taxable years, or the
U.S. Holder’s holding period, if shorter), and gain that the U.S. Holder recognizes on the sale of the holder’s shares. Under these rules (a) the excess distribution or gain will be allocated ratably over the U.S. Holder’s
holding period, (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we are a PFIC will be
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taxed as ordinary income, and (c) the amount allocated to each of the other taxable years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for
that year, and an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year. If we are a PFIC for any taxable year during which a U.S. Holder owns our shares, we
will generally continue to be treated as a PFIC with respect to the U.S. Holder for all succeeding years during which the holder owns the shares, even if we cease to meet the threshold requirements for PFIC status, unless the holder makes a timely
“deemed sale” election, in which case any gain on the deemed sale will be taxed under the PFIC rules described above.
U.S. Holders may
be able to mitigate some of the unfavorable rules described in the preceding paragraph by electing to mark the shares they own to market, provided the shares are considered “marketable.” The shares will be marketable if they are
regularly traded on certain qualifying U.S. stock exchanges, including the Nasdaq, or on a foreign stock exchange that meets certain requirements. If a U.S. Holder makes this
mark-to-market election, the holder will be required in any year in which we are a PFIC to include as ordinary income the excess of the fair market value of the
holder’s shares at the end of the holder’s taxable year over the holder’s basis in those shares. If at the end of a U.S. Holder’s taxable year, the holder’s basis in the shares exceeds their fair market value, the U.S.
Holder will be entitled to deduct the excess as an ordinary loss, but only to the extent of the holder’s net mark-to-market gains from previous years. A U.S.
Holder’s adjusted tax basis in the shares will be adjusted to reflect any income or loss recognized under these rules. In addition, any gain a U.S. Holder recognizes upon the sale of the holder’s shares will be taxed as ordinary income
in the year of sale and any loss will be treated as an ordinary loss to the extent of the holder’s net mark-to-market gains from previous years. Once made, the
election cannot be revoked without the consent of the IRS unless the shares cease to be marketable. A mark-to-market election cannot be made with respect to any
Lower-tier PFIC unless the shares of such Lower-tier PFIC are themselves “marketable.” As a result, if a U.S. Holder makes a mark-to-market election with
respect to the shares they own, the holder could nevertheless be subject to the PFIC rules described in the preceding paragraph with respect to the holder’s indirect interest in any Lower-tier PFIC. Prospective investors should consult their
own tax adviser regarding the availability and advisability of making a mark-to-market election in their particular circumstances if we are a PFIC for any taxable year.
If we are a PFIC (or treated as a PFIC with respect to a U.S. Holder) for any taxable year in which we pay a dividend or the preceding taxable
year, the favorable tax rate described above with respect to dividends paid to certain non-corporate U.S. Holders will not apply.
A U.S. Holder that owns an equity interest in a PFIC generally must annually file IRS Form 8621, and may be required to file other IRS forms. A failure
to file one or more of these forms as required may toll the running of the statute of limitations in respect of each of the holder’s taxable years for which such form is required to be filed. As a result, the taxable years with respect to
which a U.S. Holder fails to file the form may remain open to assessment by the IRS indefinitely, until the form is filed.
Prospective investors
should consult their own tax advisor regarding the potential application of the PFIC rules to an investment in our shares.
Foreign Financial
Asset Reporting.
Individual U.S. Holders that own “specified foreign financial assets” with an aggregate value in excess of
US$50,000 on the last day of the taxable year or US$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets.
“Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S.
issuer that
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are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this
reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on objective criteria. U.S. Holders who fail to report the required information could
be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. Prospective investors are encouraged to consult with their own tax advisors regarding the possible application
of these rules, including the application of the rules to their particular circumstances.
Backup Withholding and Information Reporting
Dividends paid to, and proceeds from a sale or other disposition by, a holder that is a “United States person” (as defined in
the Code) in respect of the shares generally may be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the holder provides an accurate taxpayer identification number and makes any other
required certification or otherwise establishes an exemption. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a holder will be allowed as a refund or credit against the holder’s U.S. federal
income tax liability, provided the required information is furnished to the IRS in a timely manner.
A holder that is not a “United States
person” may be required to comply with certification and identification procedures in order to establish its exemption from information reporting and backup withholding.
Material Korean Tax Considerations
The following is a
summary of the principal Korean tax consequences to owners of the common shares or ADSs, as the case may be, who are non-resident individuals or non-Korean corporations
without a permanent establishment in Korea to which the relevant income is attributable or with which the relevant income is effectively connected (“Non-resident Holders”). The statements regarding
Korean tax laws set forth below are based on the laws in force and as interpreted by the Korean taxation authorities as of the date hereof. This summary is not exhaustive of all possible tax considerations which may apply to a particular investor
and potential investors are advised to satisfy themselves as to the overall tax consequences of the acquisition, ownership and disposition of the common shares or ADSs, including specifically the tax consequences under Korean law, the laws of the
jurisdiction of which they are resident, and any tax treaty between Korea and their country of residence, by consulting their own tax advisors.
Tax on Dividends
Dividends on the
common shares or ADSs paid (whether in cash or in shares) to a Non-resident Holder will be subject to Korean withholding taxes at the rate of 22.0% (including local income tax) or such lower rate as is
applicable under a treaty between Korea and such Non-resident Holder’s country of tax residence. Free distributions of shares representing a capitalization of certain capital surplus reserves may be
subject to Korean withholding taxes.
The tax is withheld by the payer of the dividend. While it is the payer that is required to withhold the tax,
Korean law generally entitles the person who was subject to the withholding of Korean tax to recover from the Government any part of the Korean tax withheld upon providing evidence that it was entitled to have tax withheld at a lower rate if certain
conditions are met.
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Tax on Capital Gains
As a general rule, capital gains earned by a Non-resident Holder upon transfer of the common shares or ADSs are
subject to Korean withholding tax at the lower of (1) 11.0% (including local income tax) of the gross proceeds realized or (2) 22.0% (including local income tax) of the net realized gains (subject to the production of satisfactory evidence of the
acquisition costs and certain direct transaction costs), unless exempt from Korean income taxation under the effective Korean tax treaty with the Non-resident Holder’s country of tax residence.
However, a Non-resident Holder will not be subject to Korean income taxation on capital gains realized upon the
sale of the common shares through the KRX KOSPI Market if the Non-resident Holder (1) has no permanent establishment in Korea and (2) did not or has not owned (together with any shares owned by any
entity with certain special relationship with such Non-resident Holder) 25.0% or more of the total issued shares of us at any time during the calendar year in which the sale occurs and during the five calendar
years prior to the calendar year in which the sale occurs.
It should be noted that capital gains earned by a
Non-resident Holder (regardless of whether such Non-resident Holder has a permanent establishment in Korea) from a transfer of ADSs outside Korea will generally be
exempt from Korean income taxation, provided that the ADSs are deemed to have been issued overseas. If and when an owner of the underlying common shares transfers the ADSs following the conversion of the underlying shares for ADSs, such person will
not be exempt from Korean income taxation.
Inheritance Tax and Gift Tax
Korean inheritance tax is imposed upon (1) all assets (wherever located) of the deceased if at the time of his death he was a tax resident of Korea
and (2) all property located in Korea which passes on death (irrespective of the domicile of the deceased). Gift tax is imposed in similar circumstances to the above. The taxes are imposed if the value of the relevant property is above a
certain limit and vary depending on the value of the property and the identity of the parties involved.
Under Korean inheritance and gift tax laws,
securities issued by a Korean corporation are deemed to be located in Korea irrespective of where they are physically located or by whom they are owned.
Securities Transaction Tax
Securities
transaction tax is imposed on the transfer of shares issued by a Korean corporation or the right to subscribe for such shares generally at the rate of 0.35% of the sales price. In the case of the transfer of shares listed on the KRX KOSPI Market
(such as our common shares), the securities transaction tax is imposed generally at the rate of (1) 0.20% of the sales price of such shares (including agricultural and fishery special surtax thereon) if traded on the KRX KOSPI Market or
(2) subject to certain exceptions, 0.35% of the sales price of such shares if traded outside the KRX KOSPI Market.
Securities transaction tax
or the agricultural and fishery special surtax is not applicable if the shares or rights to subscribe for shares are listed on a designated foreign stock exchange (e.g., the New York Stock Exchange or the Nasdaq Stock Market).
Securities transaction tax, if applicable, must be paid by the transferor of the shares or rights, in principle. When the transfer is effected through a
securities settlement company, such settlement company is generally required to withhold and pay (to the tax authority) the tax, and when such transfer is made through a financial investment company with a brokerage license only, such company is
required to withhold and pay the tax. Where the transfer is effected by a Non-resident Holder without
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a permanent establishment in Korea, other than through a securities settlement company or a financial investment company with a brokerage license, the transferee is required to withhold the
securities transaction tax. Failure to do so will result in the imposition of penalties equal to the sum of (1) between 10.0% to 60.0% of the tax amount due, depending on the nature of the improper reporting, and (2) 8.03% per annum on the
tax amount due for the default period.
Tax Treaties
Currently, Korea has income tax treaties with a number of countries, inter alia, Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany,
Italy, Japan, Luxembourg, Ireland, the Netherlands, New Zealand, Norway, Singapore, Sweden, Switzerland, the United Kingdom and the United States under which the rate of withholding tax on dividend and interest is reduced, generally to between 5.0%
and 16.5% (including local income tax), and the tax on capital gains derived by a Non-resident Holder from the transfer of securities issued by a Korean company is often eliminated.
Each Non-resident Holder of common shares should inquire for itself whether it is entitled to the benefits of a
tax treaty with Korea. It is the responsibility of the party claiming the benefits of a tax treaty in respect of interest, dividend, capital gains or “other income” to submit to us (or our agent), the purchaser or the financial
investment company with a brokerage license, as the case may be, prior to or at the time of payment, such evidence of tax residence of the party claiming the treaty benefit as the Korean tax authorities may require in support of its claim for treaty
protection. In the absence of sufficient proof, we (or our agent), the purchaser or the financial investment company with a brokerage license, as the case may be, must withhold tax at the normal rates.
Furthermore, in order for a Non-resident Holder to obtain the benefits of tax exemption on certain Korean source
income (e.g., capital gains) under an applicable tax treaty, Korean tax law requires such Non-resident Holder (or its agent) to submit to the payer of such Korean source income an application for a tax
exemption along with the documents evidencing the beneficial owner of such Korean source income, including a certificate of tax residency of such Non-resident Holder issued by a competent authority of the Non-resident Holder’s country of tax residence, subject to certain exceptions. If a Non-resident Holder is seeking such tax exemption for an amount that is W 1 billion or more (including where the aggregate amount exempted within one year from the last day of the month in which the payment was made is
W 1 billion or more), Non-resident Holder will additionally be required to submit (i) the names
and addresses of all of the members of the board of directors, (ii) the identities and shareholding percentages of all of the shareholders (provided that if there are more than 100 shareholders, the
Non-resident Holder may instead provide a statement showing the total number of shareholders and the aggregate investment amount from each country) and (iii) financial statements (including the documents
attached to the financial statements), tax returns, or audit reports for the three most recent years submitted to the tax authorities of the Non-resident Holder’s country of residence (or, if the entity
has been in existence for less than three years, such documents since incorporation). These documents must generally be submitted along with a Korean translation, unless the Korean tax authority approves the submission of the original documents in
English. The payer of such Korean source income, in turn, is required to submit such application to the relevant district tax office by the ninth day of the month following the date of the first payment of such income. However, this treaty-based
filing requirement does not apply where the capital gains from the transfer of the common shares or ADSs are exempt from Korean taxation under Korean tax law, as described under “— Tax on Capital Gains” above.
For a Non-resident Holder to obtain the benefits of treaty-reduced tax rates on certain Korean source income
(e.g., dividend) under an applicable tax treaty, Korean tax law requires such Non-resident Holder (or its agents) to submit to the payer of such Korean source income an application for entitlement to reduced
tax rates along with the documents proving the beneficial owner of such
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Korean source income including a certificate of tax residency of such Non-resident Holder issued by a competent authority of the Non-resident Holder’s country of tax residence prior to receipt of such Korean source income. The payer of such Korean source income, in turn, is required to submit such application to the relevant district
tax office by the end of February of the year following the year in which the relevant income payment date falls. However, an owner of ADSs who is a Non-resident Holder is not required to submit such
application, if the Korean source income on the ADSs is paid through an account opened at the Korea Securities Depository to a foreign depository.
Subject to certain exceptions, where the Korean source income is paid to an overseas investment vehicle (which is not the beneficial owner of such
income) (“OIV”), a beneficial owner claiming the benefit of an applicable tax treaty with respect to the Korean source income must submit an application for a tax exemption or application for entitlement to reduced tax rates to such OIV,
which must submit an OIV report and a schedule of beneficial owners together with the applications collected from each beneficial owner to the withholding agent prior to the payment date of such Korean source income. Effective from January 1,
2022, an OIV is deemed to be a beneficial owner of the Korean source income if (i) under the applicable tax treaty, the OIV bears tax liabilities in the country in which it is established or the OIV is deemed to be the beneficial owner of the
Korean source income, and (ii) the Korean source income is eligible for the treaty benefits under the tax treaty. The benefits under a tax treaty between Korea and the country of such OIV’s residence will apply with respect to the
relevant income paid to such OIV, subject to certain application requirements as prescribed by the Corporate Income Tax Law or Individual Income Tax Law.
At present, Korea has not entered into any tax treaty relating to inheritance or gift tax.
THE ABOVE SUMMARY IS NOT INTENDED TO BE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP OR DISPOSITION OF THE ADSs. HOLDERS ARE
ENCOURAGED TO CONSULT THEIR TAX ADVISORS CONCERNING THE TAX CONSEQUENCES ARISING IN EACH PARTICULAR CASE.
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UNDERWRITING
In alphabetical order, each of BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs (Asia) L.L.C. and J.P. Morgan Securities LLC
(collectively, the “Global Coordinators”) is acting as the global coordinator of the offering and as representative of the underwriters. Subject to the terms and conditions set forth in an underwriting agreement among us and the
underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the number of common shares represented by ADSs set forth opposite its name below.
Underwriter
Number
of ADSs
BofA Securities, Inc.
43,363,125
Citigroup Global Markets Inc.
43,363,125
Goldman Sachs (Asia) L.L.C.
43,363,125
J.P. Morgan Securities LLC
43,363,125
Cantor Fitzgerald & Co.
494,167
Mizuho Securities USA LLC
494,167
Needham & Company, LLC
494,167
Nomura Securities International, Inc.
469,458
RBC Capital Markets, LLC
494,167
Rosenblatt Securities Inc.
494,167
Stifel, Nicolaus & Company, Incorporated
494,167
Wedbush Securities Inc.
494,166
William Blair & Company, L.L.C.
494,166
WR Securities, LLC
24,708
Total
177,900,000
“Wolfe | Nomura Alliance” is the marketing name used by Wolfe Research Securities and Nomura Securities
International, Inc. in connection with certain equity capital markets activities conducted jointly by the firms. Both Nomura Securities International, Inc. and WR Securities, LLC are serving as underwriters in the offering described herein. In
addition, WR Securities, LLC and certain of its affiliates may provide sales support services, investor feedback, investor education, and/or other independent equity research services in connection with this offering.
Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of
the common shares represented by ADSs sold under the underwriting agreement if any of these common shares represented by ADSs are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the
non-defaulting underwriters may be increased or the underwriting agreement may be terminated.
We have agreed to indemnify the underwriters against
certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.
The underwriters are offering the common shares represented by ADSs, subject to prior sale, when, as and if issued to and accepted by them, subject to
approval of legal matters by their counsel, including the validity of the common shares and ADSs, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer’s certificates and legal
opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
Sales of
any common shares represented by ADSs made outside of the United States may be made by affiliates of the underwriters.
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The underwriters expect to deliver the ADSs against payment in New York on or about July 14,
2026, which will be the third business day following the pricing of the ADSs. Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade
expressly agree otherwise. Accordingly, any purchasers who wish to trade the ADSs prior to the delivery of the ADSs hereunder (i) will be required to specify alternate settlement arrangements at the time of any such trade to prevent a failed
settlement and (ii) should consult their own advisors with respect to conducting such trade.
Commissions
Each representative has advised us that the underwriters propose initially to offer the common shares represented by ADSs to the public at the public
offering price set forth on the cover page of this prospectus. After the initial offering, the public offering price, fee or any other term of the offering may be changed.
The following table shows the public offering price, underwriting discount and commissions, and proceeds, before expenses, to us. The underwriting
discount and commissions will consist of a 20% management fee and an 80% underwriting commission.
Per ADS
Total
Public offering price
US$149.0000
US$26,507,100,000
Underwriting discount and commissions
US$1.4477
US$257,545,830
Proceeds, before expenses, to us
US$147.5523
US$26,249,554,170
The expenses of the offering, not including the underwriting commissions, are estimated at US$19,469,456 and are payable
by us. We have agreed to reimburse the underwriters for expenses relating to clearance of this offering with the Financial Industry Regulatory Authority in an amount not to exceed US$225,000. The underwriters have agreed to reimburse us for certain
expenses relating to the offering, including printing expenses, in an amount not to exceed US$700,000.
No Over-Allotment Option
We will not grant the underwriters any over-allotment option to purchase additional ADSs from us due to restrictions
under Korean law.
No Sales of Similar Securities
During
a period of 90 days from the date of this prospectus (the “restricted period”), we will not, without the prior written consent of the Global Coordinators, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any
transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by us or any of our affiliates or any person in
privity with us or any affiliate of our affiliates) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any common shares, ADSs or any securities convertible into, or exercisable, or exchangeable for, common shares or ADSs (collectively, the “lock-up securities”), or publicly announce an intention to effect any such transaction.
The
restrictions described above shall not apply to (A) the ADSs offered and sold hereunder, (B) common shares (including in the form of ADSs) issued, sold, transferred or otherwise disposed of
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pursuant to any employee stock option plan, stock ownership plan, dividend reinvestment plan or equity-based compensation plan, or (C) common shares issued upon the conversion of securities or
the exercise of warrants outstanding as of the date of this prospectus.
In addition, certain of our affiliates (the “lock-up parties”) may agree that, subject to certain exceptions, during the restricted period, they will not directly or indirectly, without the prior written consent of the Global Coordinators,
(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend or otherwise transfer or dispose of any lock-up securities, owned now or acquired later by such lock-up party or for which such lock-up party later acquires the power of
disposition, (ii) request or demand that we file or make a confidential submission of a registration statement related to any lock-up securities, (iii) enter into any swap or any other agreement that
transfers, in whole or in part, the economic consequence of ownership of lock-up securities, whether any such swap or transaction is to be settled by delivery of common shares or ADSs or other securities, in
cash or otherwise, or (iv) publicly disclose the intention to do any of the actions described in clauses (i), (ii) and/or (iii) above.
Nasdaq
Listing
We have been approved to list the ADSs on the Nasdaq under the symbol “SKHY.” In order to meet the requirements for listing
on that exchange, the underwriters have undertaken to sell a minimum number of ADSs to a minimum number of beneficial owners as required by that exchange.
Before this offering, there has been no public market for the ADSs. The initial public offering price was determined through negotiations between us and
each representative by reference to the last reported trading price of our common shares on the KRX KOSPI Market prior to the pricing date, subject to certain restrictions under Korean law in the event the initial public offering price is determined
at a discount from the trading price of our common shares on the KRX KOSPI Market (see “Korean Foreign Exchange Controls and Securities Regulations — Pricing of Newly Issued Shares”). On July 9, 2026, the last reported trading
price of our common shares on the KRX KOSPI Market was W 2,186,000 per common share (equivalent to approximately US$1,421.28 per common share
based on the exchange rate of W 1,538.05 per US$1.00, the noon buying rate in effect on July 2, 2026 as quoted by the Federal Reserve Bank
of New York in the United States). In addition to prevailing market conditions and the closing price of the common shares on the last KRX KOSPI Market trading date prior to the pricing date, among the factors that were considered in determining the
initial public offering price included:
the valuation multiples of publicly traded companies that each representative believes to be comparable to us;
our financial information;
the history of, and the prospects for, our company and the industry in which we compete;
an assessment of our management, its past and present operations, and the prospects for, and timing of, our future
revenues;
the present state of our development;
the general condition of the securities markets at the time of this offering;
the information set forth in this prospectus and otherwise available to each representative;
the recent market prices of, and demand for, publicly traded common stock of generally comparable companies;
certain restrictions under Korean law; and
other factors deemed relevant by the underwriters and us.
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In addition, the initial offering price is subject to requirements under Article 5-18
(Determination of the Issue Price for Paid-in Capital Increases) of the Regulation on the Issuance and Disclosure, Etc. of Securities of Korea, which applies where a listed company conducts a paid-in capital increase through a third-party allotment.
If the offering price is determined at a discount from the trading price, the discount rate is to be determined against a base price, which is generally the volume-weighted arithmetic average of the share price (i.e., a price calculated by dividing
the total value of such shares traded on the Korea Exchange during the relevant period by the total volume of such shares traded during such period) during the period from the third trading day to the fifth trading day prior to the subscription
date, which will be the closing date for this offering. The discount rate is generally required to be set within 10% for a third-party allotment under the above regulation. Based on the position of the FSS, our issuance of new shares to the
depositary for purposes of the offering is viewed as a third-party allotment, and therefore, the initial public offering price is subject to the above restrictions on the discount rate, which could constrain the pricing flexibility of the offering.
An active trading market for the ADSs may not develop. It is also possible that after the offering the ADSs will not trade in the public market at
or above the initial public offering price.
Price Stabilization, Short Positions and Penalty Bids
Until the distribution of the common shares represented by ADSs is completed, SEC rules may limit underwriters and selling group members from bidding for
and purchasing the common shares represented by ADSs. However, each representative may engage in transactions that stabilize the price of our common shares represented by ADSs, such as bids or purchases to peg, fix or maintain that price.
In connection with the offering, the underwriters may purchase and sell our common shares represented by ADSs in the open market. These transactions may
include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of common shares represented by ADSs than they are
required to purchase in the offering. Because we will not grant the underwriters any over-allotment option to purchase additional ADSs from us, the underwriters must close out any short position by purchasing common shares represented by ADSs in the
open market. Stabilizing transactions consist of various bids for or purchases of common shares represented by ADSs by the underwriters in the open market prior to the completion of the offering.
The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting
commissions received by it because each representative has repurchased common shares represented by ADSs sold by or for the account of such underwriter in stabilizing or short covering transactions.
Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or
maintaining the market price of the common shares represented by ADSs or preventing or retarding a decline in the market price of the common shares represented by ADSs. As a result, the price of common shares represented by ADSs may be higher than
the price that might otherwise exist in the open market. The underwriters may conduct these transactions on the Nasdaq, in the over-the-counter market or otherwise.
Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of our common shares or ADSs. In addition, neither we nor any of the underwriters make any representation that each representative will engage in these transactions or that these transactions, once commenced,
will not be discontinued without notice.
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Electronic Distribution
In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail. In addition, a prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters
may agree to allocate a number of common shares or ADSs to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by each representative to underwriters and selling group
members that may make Internet distributions on the same basis as other allocations.
Other Relationships
The underwriters and their affiliates are full service financial institutions engaged in various activities, which may include sales and trading,
commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services.
Some of the underwriters and their affiliates have engaged in, and may in the future engage in, a variety of these services in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary
fees and commissions for these transactions. For example, Citibank, N.A. has agreed to act as the depositary for the ADSs and will receive customary fees for services provided as the depositary. In addition, from time to time, certain of the
underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the
future.
In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities
may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial
instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Indications of Interest
Baillie Gifford Overseas Limited, acting on behalf of a number of its and its affiliates’ clients, investment funds managed by Coatue
Management, L.L.C., and Situational Awareness Partners LP (in alphabetical order), collectively comprising the Cornerstone Investors, have, severally and not jointly, indicated an interest in purchasing up to an aggregate of US$7 billion of the ADSs
offered in this offering at the initial public offering price and on the same terms and conditions as the other purchasers in this offering. Because these indications of interest are not binding agreements or commitments to purchase, any of the
Cornerstone Investors may determine to purchase more, fewer, or no ADSs in this offering, or the underwriters may determine to sell more, fewer, or no ADSs to any of the Cornerstone Investors. The underwriters will receive the same underwriting
discount on any ADSs purchased by the Cornerstone Investors as they will from the other ADSs sold to the public in this offering.
Selling Restrictions
No action may be taken in any jurisdiction other than the United States that would permit a public offering of the ADSs or the possession, circulation or
distribution of this prospectus in any jurisdiction where action for that purpose is required. Accordingly, the ADSs may not be offered or sold, directly or indirectly, and neither the prospectus nor any other offering material or advertisements in
connection with the ADSs may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable laws, rules and regulations of any such country or jurisdiction.
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Australia
No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and
Investments Commission, or ASIC, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport
to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
Any
offer in Australia of the ADSs may only be made to persons, or the Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investor” (within the
meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the ADSs without disclosure to investors under Chapter 6D of the
Corporations Act.
The ADSs applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months
after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or
where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring ADSs must observe such Australian on-sale restrictions.
This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any
particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives
and circumstances, and, if necessary, seek expert advice on those matters.
Bahamas
The ADSs may not be offered or sold in The Bahamas via a public offer. ADSs may not be offered or sold or otherwise disposed of in any way to any
person(s) deemed “resident” for exchange control purposes by the Central Bank of The Bahamas.
Bermuda
The ADSs may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda which regulates the
sale of securities in Bermuda. Additionally, non-Bermudian persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so under
applicable Bermuda legislation.
Brazil
The offer and sale of the ADSs have not been and will not be registered with the Brazilian Securities Commission ( Comissão de Valores
Mobiliários , or “CVM”) and, therefore, will not be carried out by any means that would constitute a public offering in Brazil under CVM Resolution No 160, dated July 13, 2022, as amended, or unauthorized distribution
under Brazilian laws and regulations. The ADSs will be authorized for trading on organized non-Brazilian securities markets and may only be offered to Brazilian professional investors (as defined by the
applicable CVM regulation), who may only acquire the ADSs through a non-Brazilian account, with settlement outside Brazil in non-Brazilian currency. The trading of these
ADSs on regulated securities markets in Brazil is prohibited.
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British Virgin Islands
The ADSs are not being, and may not be offered to the public or to any person in the British Virgin Islands for purchase or subscription by or on behalf
of the issuer. The ADSs may be offered to companies incorporated under the BVI Business Companies Act, 2004 (British Virgin Islands) (“BVI Companies”), but only where the offer will be made to, and received by, the relevant BVI
Company entirely outside of the British Virgin Islands.
Canada
The securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this
prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts, or NI 33-105, the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Cayman Islands
This prospectus
is not intended to constitute a public offer of the ADSs or common shares, whether by way of sale or subscription, in the Cayman Islands. No offer or invitation may be made to the public in the Cayman Islands to subscribe for or purchase the common
shares or any ADS. Each underwriter has represented and agreed that it has not offered or sold, and will not offer or sell, directly or indirectly, any ADSs or common shares in the Cayman Islands.
Chile
These ADSs are privately
offered in Chile pursuant to the provisions of Law 18,045, the security market law of, and Norma De Carácter General No. 336 (“Rule 336”), dated June 27, 2012, issued by the Superintendencia De Valores Y
Seguros De Chile (“SVS”), the securities regulator of Chile, to resident qualified investors that are listed in Rule 336 and further defined in Rule 216 of June 12, 2008 issued by the SVS.
Pursuant to Rule 336 the following information is provided in Chile to prospective resident investors in the offered securities:
1. The initiation of the offer in Chile is July 6, 2026.
2. The offer is subject to NCG 336 of June 27, 2012 issued by the Superintendencia De Valores Y Seguros De Chile (superintendency of securities and
insurance of Chile)
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3. The offer refers to securities that are not registered in the Registro De Valores (securities
registry) or the Registro De Valores Extranjeros (foreign securities registry) of the SVS and therefore:
a. The securities are not subject to the
oversight of the SVS; and
b. The issuer thereof is not subject to reporting obligation with respect to itself or the offered securities.
4. The securities may not be publicly offered in Chile unless and until they are registered in the securities registry of the SVS.
Dubai International Finance Center
This document relates to an Exempt Offer, as defined in the Offered Securities Rules module of the DFSA Rulebook, or the OSR, in accordance with the
Offered Securities Rules of the Dubai Financial Services Authority. This document is intended for distribution only to persons, as defined in the OSR, of a type specified in those rules. It must not be delivered to, or relied on by, any other
person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The Dubai Financial Services Authority has not approved this document nor taken steps to verify the
information set out in it, and has no responsibility for it. The ADSs to which this document relates may be illiquid and/or subject to restrictions on their resale.
Prospective purchasers of the ADSs offered should conduct their own due diligence on the ADSs. If you do not understand the contents of this document
you should consult an authorized financial adviser.
European Economic Area and the United Kingdom
In relation to the EU Prospectus Regulation (EU) 2017/1129 repealing Directive (2003/71/EC) (as amended, the “Prospectus Regulation”), as
implemented by the member states of the European Economic Area (each, a “Relevant State”), an offer to the public of any ADSs which are the subject of the offering contemplated by this prospectus may not be made in that Relevant State
unless the prospectus has been approved by the competent authority in such Relevant State or, where appropriate, approved by the competent authority of another Relevant State and notified to the competent authority in that Relevant State, all in
accordance with the Prospectus Regulation, except that an offer to the public in that Relevant State of any ADSs may be made at any time under the following exemptions under the Prospectus Regulation, as implemented in that Relevant State:
to “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation;
by the underwriters to fewer than 150 natural or legal persons (other than “qualified investors” as defined in
the Prospectus Regulation) subject to obtaining the prior consent of the underwriters for any such offer; or
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of ADSs shall result in a requirement for the publication by us or the underwriters of a prospectus pursuant to Article 3 of the
Prospectus Regulation, to supplement a prospectus pursuant to Article 23 of the Prospectus Regulation or to file an Annex IX document with the competent authority of that Relevant State and make such document available to the public pursuant to
Article 1(4) of the Prospectus Regulation.
Any person making or intending to make any offer of ADSs within the EEA should only do so in
circumstances in which no obligation arises for us or any of the underwriters to produce a prospectus for such offer or to file an Annex IX document with the relevant competent authority and make such document available to the public. Neither we nor
the underwriters have authorized, nor do they authorize, the making of any offer of ADSs through any financial intermediary, other than offers made by the underwriters which constitute the final offering of ADSs contemplated in this prospectus.
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For the purposes of this provision, and your representation below, the expression an “offer of
ADSs to the public” in relation to any ADSs in any Relevant State means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and any ADSs to be offered, so as to enable an
investor to decide to purchase or subscribe for any ADSs, as the same may be varied in that Relevant State by any measure implementing the Prospectus Regulation in that Relevant State. This definition also applies to the placing of securities
through financial intermediaries.
Each person in a Relevant State who receives any communication in respect of, or who acquires any ADSs under, the
offer of ADSs contemplated by this prospectus will be deemed to have represented, warranted and agreed to and with us and each underwriter that:
it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation or the law in
that Relevant State implementing such provision (unless otherwise expressly disclosed to us and/or the relevant underwriter in writing); and
in the case of any ADSs acquired by it as a financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, (i) the ADSs acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant State other than “qualified
investors” (within the meaning of the law in that Relevant State implementing Article 2(e) of the Prospectus Regulation or the law in that Relevant State implementing such provision), or in circumstances in which the prior consent of the
underwriters has been given to the offer or resale; or (ii) where ADSs have been acquired by it on behalf of persons in any Relevant State other than qualified investors, the offer of those ADSs to it is not treated under the Prospectus
Regulation as having been made to such persons.
No ADSs have been offered in the United Kingdom, except that an offer to the
public of any ADSs may be made in the United Kingdom at any time:
to any qualified investor as defined under paragraph 15 of Schedule 1 of the POATR;
to fewer than 150 persons (other than qualified investors as defined in Paragraph 15 of Schedule 1 of the POATR), subject
to obtaining the prior consent of underwriters for any such offer; or
in any other circumstances falling within Part I of Schedule 1 of the POATR.
For the purposes of this provision, the expression an “offer to the public” in relation to the ADSs in the United Kingdom means the
communication in any form and by any means of sufficient information on the terms of the offer and any ADS to be offered so as to enable an investor to decide to buy or subscribe for any ADSs and the expression “POATR” means the Public
Offers and Admissions to Trading Regulations 2024.
In addition, in the United Kingdom, this document is being distributed only to, and is directed
only at, and any offer subsequently made may only be directed at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”), (ii) who are high-net-worth entities falling within Article 49(2)(a) to (d) of the Order, and
(iii) any other persons to whom it may otherwise lawfully be communicated pursuant to the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United
Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons. Any person in the United Kingdom who is
not a relevant person should not act or rely on this prospectus or any of its contents.
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Hong Kong
The ADSs may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within
the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong
Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of
Hong Kong), and no advertisement, invitation or document relating to the ADSs may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of
which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to
“professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Indonesia
This prospectus does not,
and is not intended to, constitute a public offering in Indonesia under Law Number 8 of 1995 regarding Capital Market. This prospectus may not be distributed in the Republic of Indonesia and the ADSs may not be offered or sold in the Republic of
Indonesia or to Indonesian citizens wherever they are domiciled, or to Indonesia residents, in a manner which constitutes a public offering under the laws of the Republic of Indonesia.
Israel
In the State of Israel, the
ADSs offered hereby may not be offered to any person or entity other than the following:
a fund for joint investments in trust (i.e., mutual fund), as such term is defined in the Law for Joint Investments in
Trust, 5754-1994, or a management company of such a fund;
a provident fund as defined in Section 47(a)(2) of the Income Tax Ordinance of the State of Israel, or a management
company of such a fund;
an insurer, as defined in the Law for Oversight of Insurance Transactions, 5741-1981, a banking entity or satellite entity,
as such terms are defined in the Banking Law (Licensing), 5741-1981, other than a joint services company, acting for their own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;
a company that is licensed as a portfolio manager, as such term is defined in Section 8(b) of the Law for the
Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;
a company that is licensed as an investment advisor, as such term is defined in Section 7(c) of the Law for the
Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account;
a company that is a member of the Tel Aviv Stock Exchange, acting on its own account or for the account of investors of the
type listed in Section 15A(b) of the Securities Law 1968;
an underwriter fulfilling the conditions of Section 56(c) of the Securities Law, 5728-1968;
a venture capital fund (defined as an entity primarily involved in investments in companies which, at the time of
investment, (i) are primarily engaged in research and development or manufacture of new technological products or processes and (ii) involve above-average risk);
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an entity primarily engaged in capital markets activities in which all of the equity owners meet one or more of the above
criteria; and
an entity, other than an entity formed for the purpose of purchasing the ADSs in this offering, in which the shareholders
equity (including pursuant to foreign accounting rules, international accounting regulations and U.S. generally accepted accounting rules, as defined in the Securities Law Regulations (Preparation of Annual Financial Statements), 1993) is in excess
of NIS 250 million.
Any offeree of the ADSs offered hereby in the State of Israel shall be required to submit written
confirmation that it falls within the scope of one of the above criteria. This prospectus will not be distributed or directed to investors in the State of Israel who do not fall within one of the above criteria.
Japan
No registration pursuant to
Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended), or the FIEL, has been made or will be made with respect to the solicitation of the application for the acquisition of the ADSs.
Accordingly, the ADSs have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or
to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for
re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration
requirements, and otherwise in compliance with, the FIEL and the other applicable laws and regulations of Japan.
Korea
The ADSs are not being offered or sold and may not be offered or sold to persons located in or who are resident of Korea in this offering, and the
registration statement of which this prospectus forms a part may not be circulated or distributed, directly or indirectly, in Korea. Persons located in or who are resident of Korea will not be permitted to acquire, directly or indirectly, the ADSs
in this offering.
Kuwait
Unless
all necessary approvals from the Kuwait Ministry of Commerce and Industry required by Law No. 31/1990 “Regulating the Negotiation of Securities and Establishment of Investment Funds,” its Executive Regulations and the various
Ministerial Orders issued pursuant thereto or in connection therewith, have been given in relation to the marketing and sale of the ADSs, these may not be marketed, offered for sale, nor sold in the State of Kuwait. Neither this prospectus
(including any related document), nor any of the information contained therein is intended to lead to the conclusion of any contract of whatsoever nature within Kuwait.
Malaysia
No prospectus or other
offering material or document in connection with the offer and sale of the ADSs has been or will be registered with the Securities Commission of Malaysia (“Commission”) for the Commission’s approval pursuant to the Capital Markets
and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be circulated or distributed, nor may the ADSs be offered or
sold, or be made the subject of an invitation for subscription or purchase, whether directly or
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indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services License; (iii) a person who acquires the
ADSs, as principal, if the offer is on terms that the ADSs may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or
total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding
RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per
annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets
exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as
defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the ADSs is made by
a holder of a Capital Markets Services License who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the
purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.
Mexico
The ADSs have not been and
will not be registered with the Mexican National Securities Registry (Registro Nacional de Valores, or the RNV) maintained by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, or the CNBV), and
therefore, may not be offered or sold publicly in Mexico or otherwise be subject to intermediation activities in Mexico; however, the ADSs may only be offered and sold in Mexico on a private placement basis to investors that qualify as institutional
or qualified investors pursuant to the private placement exemption set forth in Article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores) and regulations thereunder. The information contained in this prospectus is solely our
responsibility and has not been reviewed or authorized by the CNBV and may not be publicly distributed in Mexico. In making an investment decision, all investors, including any Mexican investor, who may acquire the ADSs from time to time, must rely
on their own examination of the Company and the terms of this offering, including the merits and risks involved.
Monaco
The ADSs may not be offered or sold, directly or indirectly, to the public in Monaco other than by a Monaco Bank or a duly authorized Monegasque
intermediary acting as a professional institutional investor which has such knowledge and experience in financial and business matters as to be capable of evaluating the risks and merits of an investment in us. Consequently, this prospectus and its
contents may only be communicated to (i) banks, and (ii) portfolio management companies duly licensed by the “Commission de Contrôle des Activités Financières” by virtue of Law n° 1.338, of
September 7, 2007, and authorized under Law n° 1.144 of July 26, 1991. Such regulated intermediaries may in turn communicate this prospectus to potential investors under their own liability.
New Zealand
This document has not
been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the “FMA Act”). The ADSs may only be
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offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:
is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.
People’s Republic of China
This
prospectus may not be circulated or distributed in the PRC and the ADSs may not be offered or sold, and will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of
the PRC except pursuant to applicable laws and regulations of the PRC. This paragraph does not apply to Taiwan and the special administrative regions of Hong Kong and Macau.
Qatar
In the State of Qatar, the
offer contained herein is made on an exclusive basis to the specifically intended recipient thereof, upon that person’s request and initiative, for personal use only and shall in no way be construed as a general offer for the sale of
securities to the public or an attempt to do business as a bank, an investment company or otherwise in the State of Qatar. This prospectus and the underlying securities have not been approved or licensed by the Qatar Central Bank or the Qatar
Financial Center Regulatory Authority or any other regulator in the State of Qatar. The information contained in this prospectus shall only be shared with any third parties in Qatar on a need to know basis for the purpose of evaluating the contained
offer. Any distribution of this prospectus by the recipient to third parties in Qatar beyond the terms hereof is not permitted and shall be at the liability of such recipient.
Saudi Arabia
This prospectus may not
be distributed in the Kingdom except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority. The Capital Market Authority does not make any representation as to the accuracy or completeness
of this prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this prospectus. Prospective purchasers of the securities offered hereby should conduct their own due diligence
on the accuracy of the information relating to the securities. If you do not understand the contents of this prospectus you should consult an authorized financial adviser.
Singapore
This prospectus has not
been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be
circulated or distributed, nor may the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under
Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified
in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
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Where the ADSs are subscribed or purchased under Section 275 of the SFA by a relevant person
which is:
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which
is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of
the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred
within six months after that corporation or that trust has acquired the ADSs pursuant to an offer made under Section 275 of the SFA, except:
to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising
from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
where no consideration is or will be given for the transfer;
where the transfer is by operation of law;
as specified in Section 276(7) of the SFA; or
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures)
Regulations 2005 of Singapore.
South Africa
Due to restrictions under the securities laws of South Africa, no “offer to the public” (as such term is defined in the South African
Companies Act, No. 71 of 2008 (as amended or re-enacted) (the “South African Companies Act”) is being made in connection with the issue of the ADSs in South Africa. Accordingly, this document
does not, nor is it intended to, constitute a “registered prospectus” (as that term is defined in the South African Companies Act) prepared and registered under the South African Companies Act and has not been approved by, and/or filed
with, the South African Companies and Intellectual Property Commission or any other regulatory authority in South Africa. The ADSs are not offered, and the offer shall not be transferred, sold, renounced or delivered, in South Africa or to a person
with an address in South Africa, unless one or other of the following exemptions stipulated in section 96 (1) applies:
Section 96
(1) (a) the offer, transfer, sale, renunciation or delivery is to:
(i) persons whose ordinary business, or part of whose ordinary
business, is to deal in securities, as principal or agent;
(ii) the South African Public Investment Corporation;
(iii) persons or entities regulated by the Reserve Bank of South Africa;
(iv) authorized financial service providers under South African law;
(v) financial institutions recognized as such under South African law;
(vi) a wholly-owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the capacity of an authorized portfolio
manager for a pension fund, or as manager for a collective investment scheme (in each case duly registered as such under South African law);
(vii)
any combination of the person in (i) to (vi); or
Section 96 (1) (b) the total contemplated acquisition cost of the securities,
for any single addressee acting as principal is equal to or greater than ZAR1,000,000 or such higher amount as may
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be promulgated by notice in the Government Gazette of South Africa pursuant to section 96(2)(a) of the South African Companies Act.
Information made available in this prospectus should not be considered as “advice” as defined in the South African Financial Advisory and
Intermediary Services Act, 2002.
Switzerland
The ADSs may not be offered or sold to any investors in Switzerland other than on a non-public basis. This
prospectus does not constitute a prospectus within the meaning of Article 652a and Art. 1156 of the Swiss Code of Obligations (Schweizerisches Obligationenrecht). Neither this offering nor the ADSs have been or will be approved by any Swiss
regulatory authority.
Taiwan
The
ADSs have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in
circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that require a registration, filing or approval of the Financial Supervisory Commission of Taiwan. No person or
entity in Taiwan has been authorized to offer or sell the ADSs in Taiwan through a public offering or in such an offering that require registration, filing or approval of the Financial Supervisory Commission of Taiwan except pursuant to the
applicable laws and regulations of Taiwan and the competent authority’s ruling thereunder.
Thailand
This prospectus does not, and is not intended to, constitute a public offering in Thailand. The ADSs may not be offered or sold to persons in Thailand,
unless such offering is made under the exemptions from approval and filing requirements under applicable laws, or under circumstances which do not constitute an offer for sale of the shares to the public for the purposes of the Securities and
Exchange Act of 1992 of Thailand, nor require approval from the Office of the Securities and Exchange Commission of Thailand.
United Arab
Emirates
The ADSs have not been offered or sold, and will not be offered or sold, directly or indirectly, in the United Arab Emirates,
except: (1) in compliance with all applicable laws and regulations of the United Arab Emirates; and (2) through persons or corporate entities authorized and licensed to provide investment advice and/or engage in brokerage activity and/or
trade in respect of foreign securities in the United Arab Emirates. The information contained in this prospectus does not constitute a public offer of securities in the United Arab Emirates in accordance with the Commercial Companies Law (Federal
Law No. 8 of 1984 (as amended)) or otherwise and is not intended to be a public offer and is addressed only to persons who are sophisticated investors.
Vietnam
This offering of ADSs has not
been and will not be registered with the State Securities Commission of Vietnam under the Law on Securities of Vietnam and its guiding decrees and circulars. The ADSs will not be offered or sold in Vietnam through a public offering and will not be
offered or sold to Vietnamese persons other than those who are licensed to invest in offshore securities under the Law on Investment of Vietnam.
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EXPENSES OF THE OFFERING
We estimate that our expenses in connection with this offering, other than underwriting discount and commissions, will be as follows:
Amount (US$)
Expenses:
SEC registration fee
4,169,606
Nasdaq listing fee
325,000
FINRA filing fee
224,850
Legal fees and expenses
4,500,000
Accounting fees and expenses
4,750,000
Miscellaneous costs
5,500,000
Total
19,469,456
All amounts in the table are estimates except the SEC registration fee, the Nasdaq listing fee and the FINRA filing fee.
The underwriters have agreed to bear certain expenses in connection with this offering, including printing expenses.
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LEGAL MATTERS
Certain matters of U.S. federal and New York State law will be passed upon for us by Cleary Gottlieb Steen & Hamilton LLP, and for the
underwriters by Paul Hastings LLP. Certain matters of Korean law will be passed upon for us by Shin & Kim LLC and for the underwriters by Kim & Chang.
EXPERTS
The
Audited Financial Statements have been included herein and in the registration statement in reliance upon the report of KPMG Samjong Accounting Corp., independent registered public accounting firm, appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing.
The registered business address of KPMG Samjong Accounting Corp. is 27th Floor, Gangnam Finance
Center, 152 Teheran-ro, Gangnam-gu, Seoul, 06236, Korea.
ENFORCEABILITY OF CIVIL LIABILITIES
We are a corporation organized under the laws of Korea. A majority of our directors and officers and
certain other persons named in this prospectus reside in Korea, and a significant portion of the assets of the directors and officers and certain other persons named in this prospectus and a substantial majority of our assets are located in Korea.
As a result, it may not be possible for investors to effect service of process within the United States upon us or such persons or to enforce against any of them in the United States court judgments obtained in U.S. courts, including judgments
predicated upon the civil liability provisions of the securities laws of the United States or any State or territory within the United States. There is doubt as to the enforceability in Korea, either in original actions or in actions for enforcement
of judgments of U.S. courts, of civil liabilities predicated on the securities laws of the United States or any State or territory within the United States.
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WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form F-1 (including amendments and exhibits to the
registration statement) under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration
statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the
copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit. Each statement regarding a contract, agreement or other document is qualified
in its entirety by reference to the actual document.
Upon completion of this offering, we will be subject to the informational requirements of the
Exchange Act that are applicable to foreign private issuers. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an internet website at http://www.sec.gov, from which you can electronically access the registration statement and its materials.
As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy
statements, and our executive officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to
file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC within four months after the end of each
fiscal year (which is currently four months from December 31, the end of our fiscal year), or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements,
which will be examined and reported on with an opinion expressed by an independent public accounting firm.
As a foreign private issuer, we are also
exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. We are, however, still subject to the
anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 of the Exchange Act. Since many of the disclosure obligations required of us as a foreign private issuer are different than those required
by U.S. domestic reporting companies, our shareholders, potential shareholders and the investing public in general should not expect to receive information about us in the same amount and at the same time as information is received from, or provided
by, U.S. domestic reporting companies.
We also maintain an investor website at www.skhynix.com. Our website and the information contained
therein or connected thereto will not be deemed to be incorporated into the prospectus or the registration statement of which this prospectus forms a part, and you should not rely on any such information in making your decision whether to purchase
the ADSs.
We will send the depositary a copy of all notices of shareholders’ meetings and other reports, communications and information
that are made generally available to shareholders. The depositary has agreed to mail to all shareholders a notice containing the information (or a summary of the information) contained in any notice of a meeting of our shareholders received by the
depositary and will make available to all shareholders such notices and all such other reports and communications received by the depositary.
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You may request a copy of our SEC filings, at no cost, by contacting us at the number or address
specified below.
SK hynix Inc. Investor Relations
SK U-Tower, 9, Seongnam-daero 343 beon-gil,
Bundang-gu,
Seongnam-si,
Gyeonggi-do 13558, Korea
+82 (31) 5185-4114
ir@skhynix.com
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Pages
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
F-2
Consolidated Statements of Financial Position
F-4
Consolidated Statements of Comprehensive Income (Loss)
F-6
Consolidated Statements of Changes in Equity
F-7
Consolidated Statements of Cash Flows
F-10
Notes to the Consolidated Financial Statements
F-11
Condensed Consolidated Interim Financial Statements
Condensed Consolidated Interim Statements of Financial Position
F-89
Condensed Consolidated Interim Statements of Comprehensive Income
F-91
Condensed Consolidated Interim Statements of Changes in Equity
F-92
Condensed Consolidated Interim Statements of Cash Flows
F-94
Notes to the Condensed Consolidated Interim Financial Statements
F-95
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
SK hynix Inc.:
Opinion on the Consolidated Financial Statements
We have audited the
accompanying consolidated statements of financial position of SK hynix Inc. and subsidiaries (the “Group”) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income (loss), changes in equity, and
cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the “consolidated financial statements”). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with International Financial Reporting Standards (IFRS) Accounting Standards, as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the
responsibility of the Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(PCAOB) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a
matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the
consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Timing of commencement of depreciation for machinery
As discussed in Note 2
(11) and Note 12 to the consolidated financial statements, as of December 31, 2025, the Group’s machinery (presented in property, plant and equipment) amounted to
W 39,560,170 million. During the year ended December 31, 2025, the Group commenced depreciation of machinery amounting to W 17,618,705 million. The Group begins depreciating machinery when the asset is ready for its intended use.
F-2
Table of Contents
We identified the timing of commencement of depreciation for machinery as a critical audit matter. Evaluating the
commencement of depreciation required subjective auditor judgment, as the nature of supporting documentation varies depending on the type of machinery. This included determining, for each type of machinery, the nature and extent of audit evidence
obtained on when machinery is ready for its intended use.
The following are the primary procedures we performed to address this critical audit matter. We applied
auditor judgment to determine the nature and extent of procedures to be performed for each type of machinery.
We evaluated the design and tested the operating effectiveness of certain internal controls related to the process of
machinery (including Construction In Progress, or CIP) management, including the controls over determination of when machinery is ready for its intended use.
We evaluated the timing of when the machinery was ready for its intended use, for a sample of machinery which were ready
for its intended use during the year, by inspecting supporting evidence, including internal inspection reports and installation completion documents.
For a sample of CIP projects that exceeded their expected completion dates as of year-end, we inspected relevant supporting
documentation to assess the appropriateness of whether the assets were ready for intended use as of the year-end.
We evaluated the sufficiency of audit evidence obtained by assessing the results of the procedures performed, including the
appropriateness of the nature and extent of such evidence.
/s/ KPMG Samjong Accounting Corp.
KPMG Samjong Accounting Corp.
We have served as the Group’s auditor since
2022.
Seoul, Korea
May 7, 2026
F-3
Table of Contents
SK hynix Inc. and Subsidiaries
Consolidated Statements of Financial Position
December 31, 2025 and 2024
(In millions of Korean won)
Notes
2025
2024
Assets
Current assets
Cash and cash equivalents
5,6
W
14,923,766
W
11,205,117
Short-term financial instruments
5,6,7
14,679,719
2,382,010
Short-term investment assets
5,6
5,338,768
569,236
Trade receivables, net
5,6,8,31
18,199,078
13,019,006
Loans and other receivables, net
5,6,8,31
386,343
293,061
Other financial assets
5,6,7,21
195,259
45,309
Inventories, net
9
14,289,390
13,313,937
Current tax assets
67,715
57,467
Other current assets
10
1,378,035
1,393,744
69,458,073
42,278,887
Non-current assets
Investments in associates and joint ventures
11
1,320,927
1,940,663
Long-term investment assets
5,6
14,547,099
4,041,276
Loans and other receivables, net
5,6,8,31
420,036
444,286
Other financial assets
5,6,7,21
1,114,462
346,749
Property, plant and equipment, net
12,32
77,502,704
60,157,474
Right-of-use assets,
net
13,31
2,336,457
2,486,871
Intangible assets, net
14
4,049,402
4,018,847
Investment property, net
188
200
Deferred tax assets
20,29
3,660,493
2,811,559
Employee benefit assets
19
1,552,888
1,154,255
Other non-current assets
10
144,930
174,142
106,649,586
77,576,322
Total assets
W
176,107,659
W
119,855,209
See accompanying notes to the consolidated financial statements.
F-4
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SK hynix Inc. and Subsidiaries
Consolidated Statements of Financial Position, Continued
December 31,
2025 and 2024
(In millions of Korean won)
Notes
2025
2024
Liabilities
Current liabilities
Trade payables
5,6,31
W
2,848,455
W
2,277,347
Other payables
5,6,31,32
6,434,144
6,967,013
Other non-trade payables
5,6,15,31
6,283,111
3,983,543
Borrowings
5,6,16,31,32
8,161,757
5,252,238
Other financial liabilities
5,6,21,31
4,913,879
1,741,587
Provisions
18
228,937
270,235
Current tax liabilities
7,023,813
3,083,950
Lease liabilities
5,6,13,31
547,296
588,355
Other current liabilities
17
937,607
801,176
37,378,999
24,965,444
Non-current liabilities
Long-term other payables
5,6
375,141
477,027
Other non-trade payables
5,6,15,31
19,970
51,897
Borrowings
5,6,16,32
14,086,148
17,431,495
Other financial liabilities
5,6,21
2,487
5,909
Defined benefit liabilities, net
19
66,144
68,090
Deferred tax liabilities
20
248,395
217,852
Lease liabilities
5,6,13,31
1,962,647
2,180,021
Other non-current liabilities
17
1,300,977
541,770
18,061,909
20,974,061
Total liabilities
55,440,908
45,939,505
Equity
Equity attributable to owners of the Parent Company
Capital stock
22
3,657,652
3,657,652
Capital surplus
22
8,953,714
4,487,123
Other equity
22,34
(1,348,598
)
(2,191,549
)
Accumulated other comprehensive income
22
2,676,862
2,532,107
Retained earnings
23
106,576,548
65,418,061
Total equity attributable to owners of the Parent Company
120,516,178
73,903,394
Non-controlling interests
150,573
12,310
Total equity
120,666,751
73,915,704
Total liabilities and equity
W
176,107,659
W
119,855,209
See accompanying notes to the consolidated financial statements.
F-5
Table of Contents
SK hynix Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
Years ended December 31, 2025, 2024 and 2023
(In millions of Korean won, except per share information)
Notes
2025
2024
2023
Revenue
4,24,31
W
97,146,675
W
66,192,960
W
32,765,719
Cost of sales
26,31
38,455,885
34,364,814
33,299,167
Gross profit (loss)
58,690,790
31,828,146
(533,448
)
Selling and administrative expenses
25,26
5,018,834
3,924,486
3,446,158
Research and development expenses
25,26
6,465,637
4,436,341
3,750,707
Finance income
5,27
16,373,480
4,855,082
2,261,801
Finance expenses
5,27
12,504,998
5,707,997
6,093,167
Share of profit (loss) of equity-accounted investees
11
(564,553
)
(38,245
)
15,061
Other income
28
333,277
1,476,579
623,867
Other expenses
28
377,973
167,388
735,065
Profit (loss) before income tax
50,465,552
23,885,350
(11,657,816
)
Income tax expense (benefits)
29
7,517,650
4,088,448
(2,520,269
)
Profit (loss) for the year
W
42,947,902
W
19,796,902
W
(9,137,547
)
Other comprehensive income (loss)
Item that will never be reclassified to profit or loss:
Remeasurements of defined benefit liability, net of tax
19
(79,633
)
(273,610
)
(17,944
)
Items that are or may be reclassified to profit or loss:
Foreign operations – foreign currency translation differences, net of tax
173,701
1,374,587
132,561
Gain (loss) on valuation of derivatives, net of tax
21
2,118
637
(22,414
)
Equity-accounted investees – share of other comprehensive income (loss), net of tax
11
(26,740
)
145,906
7,848
Other comprehensive income for the year, net of tax
69,446
1,247,520
100,051
Total comprehensive income (loss) for the year
W
43,017,348
W
21,044,422
W
(9,037,496
)
Profit (loss) attributable to:
Owners of the Parent Company
W
42,919,287
W
19,788,681
W
(9,112,428
)
Non-controlling interests
28,615
8,221
(25,119
)
Total comprehensive income (loss) attributable to:
Owners of the Parent Company
W
42,984,408
W
21,033,123
W
(9,014,999
)
Non-controlling interests
32,940
11,299
(22,497
)
Earnings (loss) per share
30
Basic earnings (loss) per share (in won)
W
62,044
W
28,732
W
(13,244
)
Diluted earnings (loss) per share (in won)
W
60,378
W
28,419
W
(13,244
)
See accompanying notes to the consolidated financial statements
F-6
Table of Contents
SK hynix Inc. and Subsidiaries
Consolidated Statements of Changes in Equity
Years ended December 31, 2025, 2024 and 2023
(In millions of Korean won)
Attributable to owners of the Parent Company
Notes
Capital
stock
Capital
surplus
Other
equity
Accumulated
other
comprehensive
income (loss)
Retained
earnings
Total
Non-
controlling
interests
Total equity
Balance at January 1, 2023
W
3,657,652
W
4,336,170
W
(2,311,409
)
W
898,682
W
56,685,260
W
63,266,355
W
24,187
W
63,290,542
Comprehensive income (loss):
Loss for the year
—
—
—
—
(9,112,428
)
(9,112,428
)
(25,119
)
(9,137,547
)
Other comprehensive income (loss)
Remeasurements of defined benefit liability, net of tax
19
—
—
—
—
(17,944
)
(17,944
)
—
(17,944
)
Other comprehensive income of associate, net of tax
11
—
—
—
7,848
—
7,848
—
7,848
Gain (Loss) on valuation of derivatives, net of tax
21
—
—
—
(22,414
)
—
(22,414
)
—
(22,414
)
Foreign currency translation differences for foreign operations, net of tax
—
—
—
129,939
—
129,939
2,622
132,561
Total comprehensive income (loss) for the year
—
—
—
115,373
(9,130,372
)
(9,014,999
)
(22,497
)
(9,037,496
)
Transactions with owners of the Parent Company:
Dividends paid
23
—
—
—
—
(825,575
)
(825,575
)
—
(825,575
)
Disposal of treasury shares
22
—
13,566
27,798
—
—
41,364
—
41,364
Share-based payment transactions
34
—
25,291
14,317
—
—
39,608
4,530
44,138
Issue of shares of subsidiaries and changes in ownership in the subsidiaries
—
(2,468
)
—
—
—
(2,468
)
(6,753
)
(9,221
)
Total transactions with owners of the Parent Company
—
36,389
42,115
—
(825,575
)
(747,071
)
(2,223
)
(749,294
)
Balance at December 31, 2023
W
3,657,652
W
4,372,559
W
(2,269,294
)
W
1,014,055
W
46,729,313
W
53,504,285
W
(533
)
W
53,503,752
See accompanying notes to the consolidated
financial statements.
F-7
Table of Contents
SK hynix Inc. and Subsidiaries
Consolidated Statements of Changes in Equity
Years ended December 31,
2025, 2024 and 2023, Continued
(In millions of Korean won)
Attributable to owners of the Parent Company
Notes
Capital
stock
Capital
surplus
Other
equity
Accumulated
other
comprehensive
income (loss)
Retained
earnings
Total
Non-
controlling
interests
Total equity
Balance at January 1, 2024
W
3,657,652
W
4,372,559
W
(2,269,294
)
W
1,014,055
W
46,729,313
W
53,504,285
W
(533
)
W
53,503,752
Comprehensive income (loss):
Profit for the year
—
—
—
—
19,788,681
19,788,681
8,221
19,796,902
Other comprehensive income (loss)
Remeasurements of defined benefit liabilities, net of tax
19
—
—
—
—
(273,610
)
(273,610
)
—
(273,610
)
Other comprehensive income of associate, net of tax
11
—
—
—
145,906
—
145,906
—
145,906
Gain on valuation of derivatives, net of tax
21
—
—
—
637
—
637
—
637
Foreign currency translation differences for foreign operations, net of tax
—
—
—
1,371,509
—
1,371,509
3,078
1,374,587
Total comprehensive income for the year
—
—
—
1,518,052
19,515,071
21,033,123
11,299
21,044,422
Transactions with owners of the Parent Company:
Dividends paid
23
—
—
—
—
(826,323
)
(826,323
)
—
(826,323
)
Disposal of treasury shares
22
—
75,995
51,313
—
—
127,308
—
127,308
Share-based payment transactions
34
—
38,569
26,432
—
—
65,001
(4,488
)
60,513
Issue of shares of subsidiaries and changes in ownership in the subsidiaries
—
—
—
—
—
—
6,032
6,032
Total transactions with owners of the Parent Company
—
114,564
77,745
—
(826,323
)
(634,014
)
1,544
(632,470
)
Balance at December 31, 2024
W
3,657,652
W
4,487,123
W
(2,191,549
)
W
2,532,107
W
65,418,061
W
73,903,394
W
12,310
W
73,915,704
See accompanying notes to the consolidated
financial statements.
F-8
Table of Contents
SK hynix Inc. and Subsidiaries
Consolidated Statements of Changes in Equity
Years ended December 31,
2025, 2024 and 2023, Continued
(In millions of Korean won)
Attributable to owners of the Parent Company
Notes
Capital
stock
Capital
surplus
Other
equity
Accumulated
other
comprehensive
income (loss)
Retained
earnings
Total
Non-
controlling
interests
Total equity
Balance at January 1, 2025
W
3,657,652
W
4,487,123
W
(2,191,549
)
W
2,532,107
W
65,418,061
W
73,903,394
W
12,310
W
73,915,704
Comprehensive income (loss):
Profit for the year
—
—
—
—
42,919,286
42,919,286
28,616
42,947,902
Other comprehensive income (loss)
Remeasurements of defined benefit liabilities, net of tax
19
—
—
—
—
(79,633
)
(79,633
)
—
(79,633
)
Other comprehensive loss of associate, net of tax
11
—
—
—
(26,740
)
—
(26,740
)
—
(26,740
)
Gain on valuation of derivatives, net of tax
21
—
—
—
2,118
—
2,118
—
2,118
Foreign currency translation differences for foreign operations, net of tax
—
—
—
169,377
—
169,377
4,324
173,701
Total comprehensive income for the year
—
—
—
144,755
42,839,653
42,984,408
32,940
43,017,348
Transactions with owners of the Parent Company:
Changes in ownership in subsidiaries
—
73,008
—
—
—
73,008
—
73,008
Dividends paid
23
—
—
—
—
(1,681,166
)
(1,681,166
)
—
(1,681,166
)
Disposal of treasury shares
22
—
4,313,106
714,992
—
—
5,028,098
—
5,028,098
Changes in consolidation scope
—
—
—
—
—
—
446
446
Share-based payment transactions
20,34
—
80,477
127,959
—
—
208,436
104,877
313,313
Total transactions with owners of the Parent Company
—
4,466,591
842,951
—
(1,681,166
)
3,628,376
105,323
3,733,699
Balance at December 31, 2025
W
3,657,652
W
8,953,714
W
(1,348,598
)
W
2,676,862
W
106,576,548
W
120,516,178
W
150,573
W
120,666,751
See accompanying notes to the consolidated financial statements.
F-9
Table of Contents
SK hynix Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Years ended
December 31, 2025, 2024 and 2023
(In millions of Korean won)
Note
2025
2024
2023
Cash flows from operating activities
Cash generated from operating activities
33
W
58,904,432
W
31,250,846
W
6,688,866
Interest received
337,982
322,960
198,872
Interest paid
(938,849
)
(1,276,564
)
(1,261,540
)
Dividends received
960,716
50,731
35,935
Income tax paid
(5,891,155
)
(552,088
)
(1,383,942
)
Net cash provided by operating activities
53,373,126
29,795,885
4,278,191
Cash flows from investing activities
Decrease in short-term financial instruments
6,513,772
1,499,026
1,409,187
Increase in short-term financial instruments
(18,804,330
)
(3,370,863
)
(1,469,396
)
Decrease (increase) in short-term investment assets, net
(4,552,604
)
457,163
199,912
Collection of loans and other receivables
32,880
38,222
47,564
Increase in loans and other receivables
(178,331
)
(47,704
)
(251,498
)
Proceeds from disposal of long-term investment assets
1,233,030
2,373
18,279
Acquisitions of long-term investment assets
(33,956
)
(19,460
)
(30,537
)
Decrease in other financial assets
115,091
57
577
Increase in other financial assets
(1,105,649
)
(109,646
)
(5,358
)
Proceeds from disposal of property, plant and equipment
144,828
47,126
1,539,825
Acquisitions of property, plant and equipment
(27,518,924
)
(15,945,534
)
(8,325,138
)
Proceeds from disposal of intangible assets
2,142
19,703
484
Acquisitions of intangible assets
(1,060,419
)
(717,106
)
(454,710
)
Proceeds from disposal of investments in associates
16,875
22,510
8,847
Acquisitions of investments in associates
(9,000
)
(25,859
)
(22,765
)
Proceeds from disposal of assets held for sale
85,216
145,355
—
Cash outflow from business combination
32
(3,079,783
)
—
—
Receipt of government grants
144,911
—
—
Net cash used in investing activities
(48,054,251
)
(18,004,637
)
(7,334,727
)
Cash flows from financing activities
Proceeds from borrowings
33
8,183,735
8,717,964
20,657,967
Repayment of borrowings
33
(7,416,131
)
(16,093,621
)
(13,689,433
)
Payment of lease liabilities
33
(596,465
)
(601,821
)
(461,466
)
Dividends paid
(1,681,166
)
(826,323
)
(825,575
)
Exercise stock-options
—
—
53
Issue of shares by subsidiaries and changes in ownership in subsidiaries
—
6,032
(9,220
)
Proceeds from disposal of treasury shares
65,035
93,829
24,519
Net cash provided by (used in) financing activities
(1,444,992
)
(8,703,940
)
5,696,845
Effects of exchange rate changes on cash and cash equivalents
(155,234
)
530,480
(29,987
)
Net increase in cash and cash equivalents
3,718,649
3,617,788
2,610,322
Cash and cash equivalents at the beginning of the year
11,205,117
7,587,329
4,977,007
Cash and cash equivalents at the end of the year
W
14,923,766
W
11,205,117
W
7,587,329
See accompanying notes to the consolidated financial statements.
F-10
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31, 2025, 2024 and 2023
1. General Information
(1)
General information about SK hynix Inc. (the “Parent Company”) and its subsidiaries (collectively the
“Group”) is as follows:
The Parent Company manufactures, distributes, and sells semiconductor products. The Parent Company was
established on October 15, 1949 and its shares have been listed on the Korea Exchange since 1996. The Parent Company’s headquarter is located at 2091 Gyeongchung-daero, Bubal-eup, Icheon-si, Gyeonggi-do, South Korea, and the Group has
manufacturing facilities in Icheon-si and Cheongju-si, South Korea, and Wuxi, Chongqing and Dalian, China.
As of
December 31, 2025 and 2024, the shareholders of the Parent Company are as follows:
Shareholder
Number of shares
Percentage
of ownership
(%)
2025
2024
2025
2024
SK Square Co., Ltd.
146,100,000
146,100,000
20.07
20.07
Other investors
555,591,520
542,938,731
76.32
74.58
Treasury shares 1
26,310,845
38,963,634
3.61
5.35
728,002,365
728,002,365
100.00
100.00
1
Treasury shares include 8,932,547 shares deposited with the Korea Securities Depository due to the issuance of
exchangeable bonds. Excluding these, the number of treasury shares is 17,378,298 (equivalent to 2.39% of ownership interest) as of December 31, 2025.
The Parent Company’s common shares and depositary receipts (DRs) are listed on the Stock Market of Korea Exchange and the Luxembourg Stock Exchange, respectively.
F-11
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
1. General Information,
Continued
(2)
Details of the Group’s consolidated subsidiaries as of December 31, 2025 and 2024 are as follows:
Ownership
(%)
Company
Controlling company
Location
Business
2025
2024
SK hyeng Inc.
SK hynix Inc.
Korea
Construction and service
100
100
SK hystec Inc.
SK hynix Inc.
Korea
Business support and service
100
100
Happymore Inc.
SK hynix Inc.
Korea
Semiconductor apparel manufacturing, baking and services
100
100
SK hynix system ic Inc.
SK hynix Inc.
Korea
Semiconductor research and development and business support
100
100
HappyNarae Co., Ltd.
SK hynix Inc.
Korea
Industrial material supply
100
100
SK Keyfoundry Inc.
SK hynix Inc.
Korea
Semiconductor sales, manufacturing and others
100
100
SK hynix America Inc.
SK hynix Inc.
U.S.A
Semiconductor sales
100
100
SK hynix Deutschland GmbH
SK hynix Inc.
Germany
Semiconductor sales
100
100
SK hynix Asia Pte. Ltd.
SK hynix Inc.
Singapore
Semiconductor sales
100
100
SK hynix Semiconductor Hong Kong Ltd.
SK hynix Inc.
Hong Kong
Semiconductor sales
100
100
SK hynix U.K. Ltd.
SK hynix Inc.
U.K.
Semiconductor sales
100
100
SK hynix Semiconductor Taiwan Inc.
SK hynix Inc.
Taiwan
Semiconductor sales
100
100
SK hynix Japan Inc.
SK hynix Inc.
Japan
Semiconductor sales
100
100
SK hynix (Wuxi) Semiconductor Sales Ltd.
SK hynix Inc.
China
Semiconductor sales
100
100
SK hynix Semiconductor (China) Ltd.
SK hynix Inc.
China
Semiconductor manufacturing
100
100
SK hynix memory solutions Taiwan Ltd.
SK hynix Inc.
Taiwan
Semiconductor research and development
100
100
SK APTECH Ltd.
SK hynix Inc.
Hong Kong
Overseas investment
100
100
SK hynix Ventures Hong Kong Ltd.
SK hynix Inc.
Hong Kong
Overseas investment
100
100
Gauss Labs Inc. 1
SK hynix Inc.
U.S.A
Information and Communications Industry
97.38
98.17
SK hynix NAND Product Solutions Corp. 1
SK hynix Inc.
U.S.A
Semiconductor sales, research and development and others
97.48
98.49
SK hynix Semiconductor (Dalian) Co., Ltd.
SK hynix Inc.
China
Semiconductor manufacturing
100
100
SK hynix memory solutions Poland sp. z o.o.
SK hynix Inc.
Poland
Semiconductor research and development
100
100
SK Keyfoundry America Inc.
SK Keyfoundry Inc.
U.S.A
Semiconductor sales
100
100
SK Keyfoundry Shanghai Co., Ltd.
SK Keyfoundry Inc.
China
Semiconductor sales
100
100
SK Powertech 2
SK Keyfoundry Inc.
Korea
Semiconductor manufacturing
99.42
—
SkyHigh Memory Limited 3
SK hynix system ic Inc.
Hong Kong
Semiconductor manufacturing and sales
—
60.00
SUZHOU HAPPYNARAE Co., Ltd.
HappyNarae Co., Ltd.
China
Overseas industrial material supply
100
100
HappyNarae America LLC
HappyNarae Co., Ltd.
U.S.A
Overseas industrial material supply
100
100
F-12
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
1. General Information,
Continued
(2)
Details of the Group’s consolidated subsidiaries as of December 31, 2025 and 2024 are as follows, Continued:
Ownership
(%)
Company
Controlling company
Location
Business
2025
2024
HappyNarae Hungary Kft 4
HappyNarae Co., Ltd.
Hungary
Overseas industrial material supply
100
100
SK hynix Semiconductor (Chongqing) Ltd.
SK APTECH Ltd.
China
Semiconductor manufacturing
100
100
SK hynix (Wuxi) Education Service Development Co., Ltd.
SK hynix (Wuxi) Education Technology Co., Ltd.
China
Overseas education
100
100
SK hynix (Wuxi) Industry Development Ltd.
SK hynix (Wuxi) Investment Ltd.
China
Foreign hospital construction
100
100
SK hynix Happiness (Wuxi) Hospital Management Ltd.
SK hynix (Wuxi) Investment Ltd.
China
Foreign hospital operation
70
70
SK hynix cleaning (Wuxi) Ltd.
SK hynix (Wuxi) Investment Ltd.
China
Building maintenance and others
100
100
SK hynix (Wuxi) Education Technology Co., Ltd.
SK hynix (Wuxi) Investment Ltd.
China
Overseas education
100
100
SK hynix Semiconductor West Lafayette LLC
SK hynix America Inc.
U.S.A
Semiconductor manufacturing
100
100
SK hynix memory solutions America Inc. 5
SK hynix America Inc.
U.S.A
Semiconductor research and development
100
98.49
SK hynix Semiconductor India Private Ltd.
SK hynix Asia Pte. Ltd.
India
Semiconductor sales
100
100
SK hynix NAND Product Solutions Taiwan Co.,
Ltd. 1
SK hynix NAND Product Solutions Corp.
Taiwan
Semiconductor research and development and sales
97.48
98.49
SK hynix NAND Product Solutions Canada Ltd. 1
SK hynix NAND Product Solutions Corp.
Canada
Semiconductor research and development
97.48
98.49
SK hynix NAND Product Solutions Mexico,
S. DE R.L. DE
C.V. 1
SK hynix NAND Product Solutions Corp.
Mexico
Semiconductor research and development
97.48
98.49
SK hynix NAND Product Solutions UK Limited 1
SK hynix NAND Product Solutions Corp.
U.K.
Semiconductor sales
97.48
98.49
SK hynix NAND Product Solutions Israel Ltd. 1
SK hynix NAND Product Solutions Corp.
Israel
Semiconductor sales
97.48
98.49
SK hynix NAND Product Solutions Japan G.K. 6
SK hynix NAND Product Solutions Corp.
Japan
Semiconductor sales
—
98.49
SK hynix NAND Product Solutions International
LLC 1
SK hynix NAND Product Solutions Corp.
U.S.A
Semiconductor sales
97.48
98.49
SK hynix NAND Product Solutions Asia Pacific
LLC 1
SK hynix NAND Product Solutions Corp.
U.S.A
Semiconductor sales
97.48
98.49
SK hynix NAND Product Solutions Singapore Pte.
Ltd. 1
SK hynix NAND Product Solutions Corp.
Singapore
Semiconductor sales
97.48
98.49
SK hynix NAND Product Solutions Malaysia Sdn.
Bhd. 1
SK hynix NAND Product Solutions Corp.
Malaysia
Semiconductor sales
97.48
98.49
SK HYNIX NAND PRODUCT SOLUTIONS POLAND sp.
z o.o. 1
SK hynix NAND Product Solutions Corp.
Poland
Semiconductor research and development
97.48
98.49
SK hynix NAND Product Solutions (Beijing) Co.,
Ltd. 1
SK hynix NAND Product Solutions Corp.
China
Semiconductor sales
97.48
98.49
SK Hynix NAND Product Solutions (Shanghai) Co.,
Ltd. 1
SK hynix NAND Product Solutions Corp.
China
Semiconductor research and development
97.48
98.49
Intel NDTM US LLC. 7
SK hynix NAND Product Solutions Corp.
U.S.A
Semiconductor research and development
97.48
—
SK hynix (Wuxi) Investment Ltd.
SK hynix Semiconductor (China) Ltd.
China
Overseas investment
100
100
SK hynix semiconductor storage technology (Dalian) Co.,
Ltd. 7,8
SK hynix Semiconductor (Dalian) Co., Ltd.
China
Semiconductor manufacturing support
100
—
SkyHigh Memory China Limited 3
SkyHigh Memory Limited
China
Semiconductor sales
—
60
F-13
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
1. General Information,
Continued
(2)
Details of the Group’s consolidated subsidiaries as of December 31, 2025 and 2024 are as follows, Continued:
Ownership
(%)
Company
Controlling company
Location
Business
2025
2024
SkyHigh Memory Limited Japan 3
SkyHigh Memory Limited
Japan
Semiconductor sales
—
60
CHONGQING HAPPYNARAE Co., Ltd.
SUZHOU HAPPYNARAE Co., Ltd.
China
Overseas industrial material supply
100
100
MMT (Money Market Trust)
—
Korea
Money Market Trust
100
100
1
The Group’s ownership interest decreased due to exercise of stock options by the employees of SK hynix NAND Product
solutions Corp. and its subsidiaries during the year ended December 31, 2025.
2
SK Powertech was included as a consolidated subsidiary through acquisition during the year ended December 31, 2025.
3
SkyHigh Memory Limited and its subsidiaries, SkyHigh Memory China Limited and SkyHigh Memory Limited Japan, were excluded
from the Group’s consolidated subsidiaries upon disposal the year ended December 31, 2025.
4
Liquidation is in progress as of December 31, 2025.
5
SK hynix NAND Product Solutions Corp. transferred its shares to SK hynix America Inc. during the year ended December 31,
2025.
6
Liquidation was completed during the year ended December 31, 2025.
7
Intel holds the legal ownership of these entities as of December 31, 2024. However, the Group consolidated these
entities since the initial closing of the acquisition when management determined that it obtained control over these entities as it has the power to direct the relevant activities of these entities and is exposed to, or has rights to, variable
returns. The Group acquired legal ownership through the 2nd Closing of Intel NAND business acquisition during the year ended December 31, 2025.
8
The entity changed its name from Intel Semiconductor Storage Technology (Dalian) Ltd. to SK hynix semiconductor storage
technology (Dalian) Co., Ltd. during the year ended December 31, 2025.
F-14
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
1. General
Information, Continued
(3)
Changes in the Group’s consolidated subsidiaries for the year ended December 31, 2025 are as follows:
Type
Company
Reason
Addition
SK Powertech
Acquisition
Derecognition
SK hynix NAND Product Solutions Japan G.K.
Liquidation
Derecognition
SkyHigh Memory Limited
Divestment
Derecognition
SkyHigh Memory China Limited
Divestment
Derecognition
SkyHigh Memory Limited Japan
Divestment
(4) The Group’s subsidiaries do not have material non-controlling interests as of
December 31, 2025 and December 31, 2024.
2. Material Accounting Policies
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) Accounting Standards, as
issued by the International Accounting Standards Board (“IASB”).
These consolidated financial statements were authorized for issue by management in
connection with the filing with the U.S. Securities Exchange Commission on May 7, 2026.
(1) Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis, except for the following material items in the consolidated statements of
financial position:
derivative financial instruments are measured at fair value
financial instruments at fair value through profit or loss are measured at fair value
financial instruments at fair value through other comprehensive income are measured at fair value
assets or liabilities for defined benefit plans are recognized at the net of the total present value of defined benefit
obligations less the fair value of plan assets (Employee benefit assets)
liabilities for cash-settled share-based compensations are measured at fair value
(2) Functional and presentation currency
Financial statements of entities within
the Group are presented in functional currency and the currency of the primary economic environment in which each entity operates. Consolidated financial statements of the Group are presented in Korean won, which is the Parent Company’s
functional and presentation currency.
The material accounting policies applied in preparation of these consolidated financial statements are set out below. These
accounting policies have been consistently applied to all the years presented, unless otherwise stated.
F-15
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
2.
Material Accounting Policies, Continued
(3) Operating Segments
The
Group’s CODM is the board of directors, who do not receive and therefore do not review discrete financial information for any component of the Group. Accordingly, no operating segment information is included in these consolidated financial
statements. Entity wide disclosures of geographic, product and customer information are provided in notes 4 and 24.
(4) Consolidation
(a) Non-controlling interests
Non-controlling interests are measured at their
proportionate share of the acquiree’s identifiable net assets at the date of acquisition, and the Group shall also attribute total comprehensive income to the owners of the parent and to the non-controlling interests even if this results in
the non-controlling interests having a deficit balance.
(b) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated
financial statements. The Group’s share of unrealized gain incurred from transactions with equity-accounted investees are eliminated and unrealized loss are eliminated using the same basis if there are no evidence of asset impairments.
(c) Business combinations under common control
The assets and liabilities acquired
in the combination of entities or business under common control are recognized at the carrying amounts recognized previously in the consolidated financial statements of the ultimate parent. The difference between consideration transferred and
carrying amounts of net assets acquired is added to or deducted from capital surplus.
(5) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less from the acquisition date that are subject to an insignificant
risk of changes in their fair value and are used by the Group in the management of its short-term commitments.
(6) Inventories
The cost of inventories is based on the weighted average method (except for goods in-transit that is based on the specific identification method), and includes
expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing inventories to their existing location and condition. In the case of manufactured inventories and work-in-process, cost includes
an appropriate share of production overheads based on the actual capacity of production facilities. However, the normal capacity is used for the allocation of fixed production overheads if the actual level of production is lower than the normal
capacity.
Inventories are measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of
business less the estimated costs of completion and
F-16
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
2.
Material Accounting Policies, Continued
(6) Inventories, Continued
selling expenses. The amount of any write-down of inventories to net realizable value and all losses of inventories shall be recognized as an expense in the period the write-down or loss occurs.
The amount of any reversal of any write-down of inventories, arising from an increase in net realizable value, shall be recognized as a reduction in the amount of inventories recognized as an expense in the period in which the reversal occurs.
(7) Trade Receivables
Trade receivables are initially recognized at the transaction
price if they do not contain a significant financing component. If a significant financing component exists, the receivables are initially recognized at fair value. The trade receivables are subsequently measured by subtracting the loss allowance
from the amortized cost applied with the effective interest method.
(8) Non-derivative financial assets
(a) Initial recognition and measurement
Trade and other receivables, and debt
investment are initially recognized when they are originated. Other financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.
(b) Classification and subsequent measurements
In assessing whether the contractual
cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of
contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:
contingent events that would change the amount or timing of cash flows;
terms that may adjust the contractual coupon rate, including variable-rate features;
prepayment and extension features; and
terms that limit the Group’s claim to cash flows from specified assets.
(9) Derivative financial instruments
(a) Hedge accounting
The Group enters into a fixed-to-fixed cross currency swap contract and a floating-to-fixed cross currency interest rate swap contract to hedge interest rate risk and
currency risk.
On initial designation of the hedge, the Group formally documents the relationship between the hedging instrument(s) and hedged item(s), including
the risk management objectives and strategy in undertaking the hedge transaction. In addition, the document includes hedging instruments; hedged items; initial commencement date of those hedge relationship; fair value of hedged items based on
hedged risk during the subsequent period; and the method of valuation on hedging instruments offsetting changes in cash flow.
F-17
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
2.
Material Accounting Policies, Continued
(9) Derivative financial instruments, Continued
(b) Embedded Derivative
Embedded
derivative is accounted separately and separated from the host contract if the host contract is not a financial asset and meets certain requirements.
(10)
Impairment of financial assets
(a) Recognition of impairment on financial assets
The Group recognizes loss allowances for expected credit losses (ECLs) on:
financial assets measured at amortized costs; and
IFRS 15 contract assets.
The Group measures impairment losses at an amount equal to lifetime ECLs except for the below assets, which are measured at 12-month ECLs.
credit risk of debt instruments is low at the end of reporting date
credit risk has not increased significantly since the initial recognition of debt investment (lifetime ECL: ECL that
resulted from all possible default events over the expected life of a financial instrument)
The Group adopted an accounting policy to recognize
loss allowances at an amount equal to lifetime expected credit losses for trade receivables and contract assets.
(b) Credit-impaired financial instrument
A debt instrument carried at amortized cost and fair value through other comprehensive income (FVOCI) is assessed at the end of each reporting period to determine
whether there is objective evidence that it is impaired. A financial asset is credit- impaired when one or more events that have a detrimental impact on the estimated future cash flows of that asset have occurred.
(c) Presentation of credit loss allowance on financial position
Loss allowances for
financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.
(11) Property, plant and equipment
The Group begins depreciation when an asset is available for its intended use. For production machinery, this assessment considers asset specific facts and
circumstances, including completion of installation and setup, successful testing, and readiness to operate on a standalone or integrated basis.
Property, plant
and equipment, except for land, are depreciated on a straight-line basis over estimated useful lives that appropriately reflect the pattern in which the asset’s future economic benefits are expected to be consumed.
F-18
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
2.
Material Accounting Policies, Continued
(11) Property, plant and equipment, Continued
The estimated useful lives of the Group’s property, plant and equipment are as follows:
Estimated
Useful
lives (years)
Buildings
10 - 50
Structures
10 - 20
Machinery
5 - 15
Vehicles
5 - 10
Other
5 - 10
(12) Intangible assets
Amortization of intangible
assets is calculated on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The residual value of intangible assets is zero. However, certain intangible assets are determined as
having indefinite useful lives and not amortized as there is no foreseeable limit to the period over which the assets are expected to be available for use.
Estimated
Useful
lives (years)
Industrial rights
5 - 10
Development costs
2
Other intangible assets
4 - 20
As of December 31, 2025, the Group has entered into a number of patent license agreements related to the design and production of
its products. Royalties under this contract are paid in the form of either of lump-sum royalty or running royalty, and the payment amount of the lump-sum royalty is recognized as intangible assets and amortized in a straight-line manner according to
the patent license period.
(13) Government grants
(a) Grants related to assets
Government grants for which the primary condition is that the Group purchases, constructs or otherwise acquires non-current assets are deducted from the cost of the
asset. The grant is recognized in profit or loss over the useful lives of depreciable assets as deduction to depreciation expense.
(b) Grants related to income
Government grants which are intended to compensate the Group for expenses incurred are recognized in profit or loss as deduction of the related expenses.
(14) Impairment of non-financial assets
The carrying amounts of the Group’s
non-financial assets, other than assets arising from employee benefits, inventories, and deferred tax assets, are reviewed at the end of the reporting period to
F-19
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
2.
Material Accounting Policies, Continued
(14) Impairment of non-financial assets, Continued
determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill and intangible assets that have indefinite
useful lives or that are not yet available for use, irrespective of whether there is any indication of impairment, are tested for impairment annually by comparing their recoverable amount to their carrying amount.
The Group estimates the recoverable amount of an individual asset; however, if it is impossible to measure the individual recoverable amount of an asset, the Group
estimates the recoverable amount of cash-generating unit (“CGU”). The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. The value in use is estimated by applying a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU for which estimated future cash flows have not been adjusted, to the estimated future cash flows expected to be generated by
the asset or CGU.
(15) Leases
(a) As a lessee
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date. The Group generally uses its incremental
borrowing rate as the discount rate.
The Group has elected not to recognize right-of-use assets and lease liabilities for some leases of low-value assets and
short-term leases. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
At inception or
on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease and non-lease component on the basis of their relative stand-alone prices. However, for certain agreements, the Group
has elected practical expedient not to separate non-lease components and account for the lease and non-lease components as a single lease component.
The Group
separately presents right-of-use assets that do not meet the definition of investment property in the statement of financial position.
(16) Non-derivative
financial liabilities
The Group classifies non-derivative financial liabilities into financial liabilities at fair value through profit or loss or other financial
liabilities in accordance with the substance of the contractual arrangement and the definitions of financial liabilities. The Group recognizes financial liabilities in the consolidated statement of financial position when the Group becomes a party
to the contractual provisions of the financial liability.
F-20
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
2.
Material Accounting Policies, Continued
(17) Employee benefits
(a)
Retirement benefits: defined benefit plans
As of the end of reporting period, defined benefits liabilities relating to defined benefit plans are recognized as
present value of defined benefit obligations, net of fair value of plan assets.
The calculation is performed annually by an independent actuary using the projected
unit credit method. When the fair value of plan assets exceeds the present value of the defined benefit obligation, the Group recognizes an asset, to the extent of the present value of any economic benefits available in the form of refunds from the
plan or reduction in the future contributions to the plan.
(18) Foreign currencies
(a) Foreign operations
If the presentation currency of the Group is different from a
foreign operation’s functional currency, the financial statements of the foreign operation are translated into the presentation currency using the following methods:
The assets and liabilities of foreign operations, whose functional currency is not the currency of a hyperinflationary economy, are translated to presentation currency
at exchange rates at the end of reporting period. The income and expenses of foreign operations are translated to functional currency at average exchange rates. Foreign currency differences are recognized in other comprehensive income.
(19) Revenue from contracts with customers
Revenue is recognized when the customer
obtains control of that asset, which is typically upon delivery or shipment depending on the terms of the contract.
When the good is defective, the customer is
granted the right to return the defective goods in exchange for a functioning product or cash.
Revenue is measured at the amount of consideration for the sale of
goods, reflecting the expected amount of return estimated through historical information. The Group’s right to recover products from customers and refund liability is recognized.
Refund liability is initially measured at the former carrying amount of the product less any expected costs to recover those products. Refund liability is included in
contract liabilities (See note 17) and right to recover products from customers is included in contract assets (See note 10). The Group reviews its estimate of expected returns at the end of each reporting period and updates the amounts of the asset
and liabilities accordingly.
(20) Income taxes
Income tax expense comprises
current and deferred tax. Current and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.
F-21
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
2.
Material Accounting Policies, Continued
(20) Income taxes, Continued
(a) Deferred tax
The Group
recognizes a deferred tax liability for all taxable temporary differences associated with investments in subsidiaries, associates and joint ventures except to the extent that the Group is able to control the timing of the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future. The Group recognizes deferred tax assets for all deductible temporary differences including unused tax loss and tax credit to the extent that it
is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilized.
(21) New and amended standards or interpretations adopted by the Group
The Group
has applied the following new and revised IFRS Accounting Standards that are effective from January 1, 2025.
(a) Amendments
to IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’ and IFRS 1 ‘First-time Adoption of International Financial Reporting Standards’ – ‘Lack
of Exchangeability’
When an entity estimates a spot exchange rate because exchangeability between two currencies is lacking, the entity shall
disclose related information. The amendments do not have a significant impact on the financial statements.
(22) New and amended standards or interpretations not
yet adopted by the Group
The following new accounting standards and interpretations have been published that are not mandatory for December 31, 2025 reporting
periods and have not been early adopted by the Group.
(a) Amendments to IFRS 9 ‘Financial Instruments’ and IFRS 7 ‘Financial Instruments:
Disclosures’
Disclosure requirements have been amended to respond to recent questions arising in practice, and to include new requirements. The amendments
should be applied for annual periods beginning on or after January 1, 2026, and earlier application is permitted. Management does not expect the amendments to have a significant impact on the consolidated financial statements.
Clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some
financial liabilities settled through an electronic cash transfer system.
Clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and
interest (SPPI) criterion.
Add new disclosures of impact on the entity and the extent to which the entity is exposed for each type of financial
instruments if the timing or amount of contractual cash flow changes due to amendment of contract term.
Update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).
F-22
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
2.
Material Accounting Policies, Continued
(22) New and amended standards or interpretations not yet adopted by the Group, Continued
(b) Amendments to IFRS 9 ‘Financial Instruments’ and IFRS 7
‘Financial Instruments: Disclosures’—Contracts Referencing Nature-dependent Electricity
Contracts referencing nature-dependent electricity are
defined contracts that expose an entity to variability in the underlying amount of electricity because the source of electricity generation depends on uncontrollable natural conditions (for example, the weather). The amendments clarify that
‘contracts to buy or sell such electricity’ are assessed for eligibility under the own-use exemption.
In addition, the amendments modify hedge
accounting requirements by allowing an entity to designate as the hedged item a variable nominal amount of forecast electricity transactions that reflect the nature-dependent variability of electricity and introduce additional disclosure
requirements.
The amendments should be applied for annual periods beginning on or after January 1, 2026, and earlier application is permitted. Management does
not expect the amendments to have a significant impact on the consolidated financial statements.
(c) Annual Improvements to IFRS - Volume 11
IFRS Annual Improvements Volume 11 should be applied for annual periods beginning on or after January 1, 2026, and earlier application is permitted. Management does not
expect the amendments to have a significant impact on the consolidated financial statements.
IFRS 1 First-time Adoption of IFRS: Application of hedge accounting when IFRS is first adopted
IFRS 7 Financial Instruments: Disclosures: Gain or loss on disposals, Practical application guidance
IFRS 9 Financial Instruments: Accounting for a lease termination and determining the transaction price
IFRS 10 Consolidated Financial Statements: Determination of a ‘de facto agent’
IAS 7 Statement of Cash Flows: Cost Method
(d) New Standard: IFRS 18 Presentation and Disclosure in Financial Statements
IFRS
18 Presentation and Disclosure in Financial Statements replaces IAS 1 Presentation of Financial Statements and includes new requirements aimed at enhancing comparability of financial performance between similar entities and providing more relevant
information to users. While the amendments do not affect the recognition or measurement of items in the financial statements, they are expected to have an extensive impact on presentation and disclosure, including the income statement and the
disclosure of management-defined performance measures.
The standard should be applied for annual periods beginning on or after January 1, 2027, and earlier
application is permitted. In accordance with the retrospective application requirements, comparative information for all comparative periods presented shall be restated under IFRS 18.
F-23
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
2.
Material Accounting Policies, Continued
(22) New and amended standards or interpretations not yet adopted by the Group, Continued
(d) New Standard: IFRS 18 Presentation and Disclosure in Financial Statements, Continued
Management is in the process of evaluating the impact of applying the new standard on the Group’s consolidated
financial statements. Based on a preliminary assessment, the following potential effects have been identified.
Adoption of the standard is not expected to have an
impact on the Group’s net profit or loss; however, it will require revenues and expenses in the income statements to be classified into new categories, which is expected to have an impact on the calculation and presentation of operating profit
(loss). Based on a preliminary assessment conducted by the Group, the following items have been identified as potentially affecting operating profit (loss).
“Operating profit” will be a subtotal required to be presented in the income statement.
Exchange differences currently presented in ‘Finance Income and Expenses’ may need to be presented separately
in the new categories, and certain foreign exchange gains and losses may be presented in operating profit.
The standard specifies detailed requirements for the categorization of gains and losses on derivative instruments. Such
gains and losses should be presented in the same category as the income and expenses affected by the risks the derivative instruments are used to manage. Currently, the Group presents these gains and losses within finance income and costs.
Consequently, there may be changes to the classification of these items in the income statement.
Applying the concept of ‘a useful
structured summary’ and the enhanced principles of aggregation and disaggregation may result in changes to the line items presented in the primary financial statements. In addition, goodwill must be presented separately on the
statement of financial position; therefore, the Group will present goodwill and other intangible assets as separate line items.
The requirements for disclosing
material information remain unchanged; therefore, the Group does not expect significant changes to the information currently disclosed in the Notes. However, as a result of the principles of aggregation and disaggregation, the way information is
grouped may change. In addition, significant new disclosures will be required for the following matters.
Management-defined performance measure
A breakdown of line items classified by function within the operating category of the income statement into their nature
(required only for specified nature expenses)
Reconciliation of differences for each line item in the income statement between the amounts previously presented under IAS
1 and the restated amounts by applying IFRS 18 for the comparative period immediately preceding the period in which this standard is first applied.
There is a change in the presentation of interest received and interest paid in the statement of cash flows. Interest paid will be presented as cash flows from
financing activities, and interest received as cash flows from investing activities, resulting in a change from the current presentation of cash flows from operating activities.
F-24
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
2.
Material Accounting Policies, Continued
(22) New and amended standards or interpretations not yet adopted by the Group, Continued
(e) IFRS 19 Subsidiaries without Public Accountability: Disclosures
Issued in May 2024, IFRS 19 allows for certain eligible subsidiaries of parent entities that report under IFRS Accounting Standards to apply reduced disclosure
requirements. This standard does not have a significant impact on the financial statements.
3. Critical Accounting Estimates and Assumptions
The preparation of financial statements requires the Group to make estimates and assumptions concerning the future. Management also needs to exercise judgement in
applying the Group’s accounting policies. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the
circumstances. As the resulting accounting estimates will, by definition, seldom equal the related actual results, it can contain a significant risk of causing a material adjustment.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year are discussed below. Additional information of significant judgement and assumptions of certain items are included in relevant notes.
(1) Fair value of
financial instruments
In principle, the fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The
Group makes judgments on the selection and assumptions of various evaluation techniques based on relevant market conditions as of the end of the reporting period (see note 6).
(2) Net defined benefit liabilities
The present value of the net defined benefit
liability is affected by various factors determined by the actuarial method, especially changes in the discount rate (see note 19).
(3) Inventories
Estimating the net realizable value of inventories is based on the most reliable evidence available as of the measurement date for the amount expected to be realized
from inventories. In addition, if the Group confirms the circumstances in which an event exists at the end of the reporting period, it shall estimate the change in price or cost directly related to the event.
(4) Development cost
The recoverable amounts of development cost have been
determined based on value-in-use.
F-25
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
4. Operating Segment and Entity-wide Information
The Group has a single reportable segment that is engaged in the manufacture and sale of semiconductor products. The Chief Operating Decision Maker of the Group reviews
the operational results of the semiconductor business with the reporting information which is prepared in the same manner with that used by management during the establishment of the Group’s business strategy.
(1) The Group’s non-current assets (excluding financial assets, loans and other receivables, investment in associates and joint
ventures and deferred tax assets etc.) information by region based on the location of the Parent Company and its subsidiaries as of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
December 31,
2025
December 31,
2024
Korea
W
74,293,530
W
54,926,692
China
10,533,204
12,415,083
Asia(other than China)
15,424
19,044
U.S.A.
738,739
627,323
Europe
5,672
3,647
W
85,586,569
W
67,991,789
(2) For the year ended December 31, 2025, revenue of W 23,260,076 million (2024: W 10,902,817 million), or 23.9% (2024: 16.5%) of the
Group’s revenue, is derived from an external customer A. For the year ended December 31, 2023, no revenue derived from a single customer reached over 10% of the Group’s revenue.
(3) Entity-wide revenue information by region is disclosed in note 24 (3).
5. Carrying Amounts of Financial Instruments by Categories
(1) Carrying amounts of financial assets by categories as of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
December 31, 2025
Financial
assets at fair
value through
profit or loss
Financial
assets at fair
value through
other
comprehensive
income or loss
Financial
assets at
amortized cost
Others
Total
Cash and cash equivalents
W
—
W
—
W
14,923,766
W
—
W
14,923,766
Short-term financial instruments
222,500
—
14,457,219
—
14,679,719
Short-term investment assets
5,338,768
—
—
—
5,338,768
Trade receivables 1
—
1,256,429
16,942,649
—
18,199,078
Loans and other receivables
—
—
806,379
—
806,379
Other financial assets
62
—
1,113,792
195,867
1,309,721
Long-term investment assets
14,547,099
—
—
—
14,547,099
W
20,108,429
W
1,256,429
W
48,243,805
W
195,867
W
69,804,530
F-26
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
5.
Carrying Amounts of Financial Instruments by Categories, Continued
(1) Carrying amounts of financial assets by categories as of
December 31, 2025 and 2024 are as follows, Continued:
(In millions of Korean won)
December 31, 2024
Financial
assets at fair
value through
profit or loss
Financial
assets at fair
value through
other
comprehensive
income or loss
Financial
assets at
amortized cost
Others
Total
Cash and cash equivalents
W
—
W
—
W
11,205,117
W
—
W
11,205,117
Short-term financial instruments
222,500
—
2,159,510
—
2,382,010
Short-term investment assets
569,236
—
—
—
569,236
Trade receivables 1
—
672,860
12,346,146
—
13,019,006
Loans and other receivables
—
—
737,347
—
737,347
Other financial assets
8,692
—
122,940
260,426
392,058
Long-term investment assets
4,041,276
—
—
—
4,041,276
W
4,841,704
W
672,860
W
26,571,060
W
260,426
W
32,346,050
1
The Group transferred certain portion of trade receivables, which are from specific customers, and derecognized the trade
receivables from the consolidated financial statements when all the risks and rewards are substantially transferred. Accordingly, the Group recognized gain or loss on disposal of trade receivables.
(2) Carrying amounts of financial liabilities by categories as of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
December 31, 2025
Financial
liabilities at fair
value through
profit or loss
Financial
liabilities at
amortized cost
Others
Total
Trade payables
W
—
W
2,848,455
W
—
W
2,848,455
Other payables
—
6,809,285
—
6,809,285
Other non-trade payables 1
—
1,541,016
—
1,541,016
Borrowings 2
—
22,247,905
—
22,247,905
Lease liabilities
—
2,509,943
—
2,509,943
Other financial liabilities
4,911,955
1,585
2,826
4,916,366
W
4,911,955
W
35,958,189
W
2,826
W
40,872,970
1
Among other non-trade payables, employee benefits liabilities that correspond to the Group’s obligations under the
employee benefit plan were excluded because they were not subject to disclosure of financial instruments.
F-27
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
5.
Carrying Amounts of Financial Instruments by Categories, Continued
(2) Carrying amounts of financial liabilities by categories
as of December 31, 2025 and 2024 are as follows, Continued:
2
The Group participated in supplier financing arrangements under letters of credit, where financial institutions pay the
Group’s obligations to suppliers within a certain limit, and the Group subsequently repays the financial institutions. There were no short-term borrowings under the supplier financing arrangements as of December 31, 2025.
(In millions of Korean won)
December 31, 2024
Financial
liabilities at fair
value through
profit or loss
Financial
liabilities at
amortized cost
Others
Total
Trade payables
W
—
W
2,277,347
W
—
W
2,277,347
Other payables 1
—
7,444,040
—
7,444,040
Other non-trade payables 2
—
1,387,034
—
1,387,034
Borrowings 3
—
22,683,733
—
22,683,733
Lease liabilities
—
2,768,376
—
2,768,376
Other financial liabilities
1,738,962
2,100
6,434
1,747,496
W
1,738,962
W
36,562,630
W
6,434
W
38,308,026
1
The Group participated in supplier financing arrangements through corporate purchase card agreements with certain
financial institutions to pay income taxes, electricity bills and others. Under these arrangements, the Group pays the card issuer the settlement amount on the credit extension period end date. There were no unpaid amounts in trade payables under
the supplier financing arrangements as of December 31, 2024.
2
Among other non-trade payables, employee benefits liabilities that correspond to the Group’s obligations under the
employee benefit plan were excluded because they were not subject to disclosure of financial instruments.
3
The Group participated in supplier financing arrangements under letters of credit, where financial institutions pay the
Group’s obligations to suppliers within a certain limit, and the Group subsequently repays the financial institutions. There were no short-term borrowings under the supplier financing arrangements as of December 31, 2024.
(3) Details of gain and loss on financial assets and liabilities by category for the years ended
December 31, 2025, 2024 and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Financial assets at amortized cost
Interest income
W
493,112
W
343,674
W
215,234
Foreign exchange differences
(607,440
)
2,962,818
267,611
Loss on disposal
(5
)
(3,680
)
(15,663
)
Reversal of (Loss on) impairment
(428
)
1,433
(8,518
)
(114,761
)
3,304,245
458,664
Financial assets at fair value through profit or loss
Dividend income
940,739
29,313
13,392
Interest income
1,215
1,140
1,195
Gain on disposal
187,469
150,287
84,217
Gain (Loss) on valuation
11,984,285
(195,773
)
(1,457,915
)
Gain on transaction
329
—
—
Foreign exchange differences
(115,479
)
205,716
(245,564
)
12,998,558
190,683
(1,604,675
)
F-28
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
5.
Carrying Amounts of Financial Instruments by Categories, Continued
(3) Details of gain and loss on financial assets and
liabilities by category for the years ended December 31, 2025, 2024 and 2023 are as follows, Continued:
(In millions of Korean won)
2025
2024
2023
Financial liabilities at amortized cost
Interest expenses
(923,703
)
(1,345,239
)
(1,468,273
)
Foreign exchange differences
220,266
(2,691,682
)
(392,040
)
Loss on transaction
(555
)
(1,913
)
—
(703,992
)
(4,038,834
)
(1,860,313
)
Financial liabilities at fair value through profit or loss
Loss on valuation
(4,163,304
)
(79,495
)
(855,216
)
Loss on transaction
(4,202,673
)
(20,344
)
(58,985
)
Foreign exchange differences
28,080
(212,444
)
14,771
(8,337,897
)
(312,283
)
(899,430
)
Others
Gain (Loss) on transaction
—
(3,391
)
13,819
W
3,841,908
W
(859,580
)
W
(3,891,935
)
6. Financial Risk Management
(1) Financial
risk management
The Group’s activities are exposed to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price
risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance.
Risk management is carried out by the Parent Company’s corporate finance division in accordance with policies approved by the board of directors. The Parent
Company’s corporate finance division identifies, evaluates, and hedges financial risks in close cooperation with the Group’s operating units. The board of directors provides written principles for overall risk management, as well as
written policies covering specific areas, such as foreign exchange risk, interest rate risk, and credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
(a) Market risk
(i) Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar, Euro,
Chinese yuan and Japanese yen. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities in foreign currencies, and net investments in foreign operations.
F-29
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
6.
Financial Risk Management, Continued
(1) Financial risk management, Continued
(a) Market risk, Continued
(i) Foreign exchange risk, Continued
Monetary foreign currency assets and liabilities as of December 31, 2025 are as follows:
(In millions of Korean won and millions of foreign currencies)
Assets
Liabilities
Foreign
currencies
Korean won
equivalent
Foreign
currencies
Korean won
equivalent
USD
23,074
W
33,108,951
15,528
W
22,280,863
JPY
904
8,295
116,044
1,064,852
CNY
1,748
357,939
2,734
559,886
EUR
25
42,240
149
251,626
Also, as described in note 21, the Group entered into a fixed-to-fixed cross currency swap and a floating-to-fixed cross currency
interest rate swap to hedge foreign currency rate risk relating to bonds and borrowings denominated in foreign currencies
When the exchange rate of the functional
currency for each foreign currency fluctuates by 10% as of December 31, 2025, the impact of the change in the exchange rate on profit before income tax expenses is as follows:
(In millions of Korean won)
If
increased
by 10%
If
decreased
by 10%
USD
W
1,210,371
W
(1,210,371
)
JPY
(105,656
)
105,656
CNY
(20,195
)
20,195
EUR
(20,939
)
20,939
(ii) Interest rate risk
Interest rate risk of the
Group is defined as the risk that the interest expenses arising from borrowings will fluctuate due to changes in future market interest rate. The interest rate risk mainly arises through floating rate borrowings and is partially offset by interests
received from floating rate financial assets.
The Group is managing cash flow interest rate risk using floating-to-fixed cross currency interest rate swaps. These
interest rate swaps have an economic effect of converting floating interest borrowings into fixed interest borrowings. Generally, the Group borrows at a floating interest rate and then swaps at a fixed rate. Under the swap agreement, the Group will
settle the difference between fixed interest costs and the floating interest costs calculated according to the principal agreed upon for each counterparty and specific period (mainly quarterly).
The Group is partially exposed to the risk of changing net interest costs due to changes in interest rates as of December 31, 2025. The Group has signed a currency
interest rate swap contract on floating interest rate borrowings in foreign currency amount to W 199,451 million and an interest rate swap
contract on floating interest rate borrowings in local currency of W 348,800 million. Therefore, the
F-30
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
6.
Financial Risk Management, Continued
(1) Financial risk management, Continued
(a) Market risk, Continued
(ii) Interest rate risk, Continued
changes in interest costs subject to fluctuation of interest rates do not have an impact on the profit before income tax for the year ended December 31, 2025.
As of December 31, 2025, if interest rates on borrowings and financial assets had been 100 basis points higher/lower with all other variables held constant, profit
before income tax would have been W 41,875 million (2024:
W 49,875 million) lower/higher over the next year, mainly as a result of higher/lower net interest costs on floating-rate borrowings and interest
income on floating-rate financial assets.
(iii) Price risk
The Group invests
in equity and debt securities resulted from its business needs and the purpose of liquidity management. The Group’s equity and debt securities are exposed to price risk as of December 31, 2025.
(b) Credit risk
Credit risk is the risk of financial loss to the Group if a
customer or counterparty to a financial instrument fails to meet its contractual obligations and arises mainly from operating and investing activities. In order to manage credit risk, the Group periodically evaluates the creditworthiness of each
customer or counterparty through the analysis of its financial information, historical transaction records and other factors, based on which the Group establishes credit limits for each customer or counterparty.
(i) Trade and other receivables
For each new customer, the Group individually
analyzes its creditworthiness before standard payment and delivery terms and conditions are offered. In addition, the Group is continuously managing trade and other receivables by reevaluating the customer’s creditworthiness and securing
collaterals in order to limit its credit risk exposure.
The Group reviews at the end of each reporting period whether trade and other receivables are impaired and
enters into credit insurance contracts to manage credit risk exposure from oversea customers. The extent of the Group’s exposure to credit risk as of December 31, 2025 is equal to the carrying amount of trade and other receivables.
(ii) Other financial assets
Credit risk also arises from other financial assets
such as cash and cash equivalents, short-term financial instruments, short-term investment assets, and short-term and long-term loans mainly due to the bankruptcy of each counterparty to those financial assets. The maximum exposure to credit risk as
of December 31, 2025 is the carrying amount of those financial assets. The Group deposits cash and cash equivalents, short-term financial instruments, and others in several financial institutions, and
F-31
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
6.
Financial Risk Management, Continued
(1) Financial risk management, Continued
(b) Credit risk, Continued
(ii) Other financial assets, Continued
transacts only with banks and financial institutions with high credit ratings. Accordingly, management does not expect any significant loss from non-performance by the counterparties.
(c) Liquidity risk
Liquidity risk is defined as the risk that the Group is unable
to meet its short-term payment obligations on time due to deterioration of its business performance or inability to access financing. The Group forecasts its cash flow and liquidity status and sets action plans on a regular basis to manage liquidity
risk proactively.
The Group invests surplus cash in interest-bearing current accounts, time deposits, and demand deposits choosing instruments with appropriate
maturities or sufficient liquidity to provide sufficient headroom as determined by the above-mentioned forecasts.
The contractual maturity of financial liabilities
held by the Group as of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
December 31, 2025
Less than
1 year
1 - 2 years
2 - 5
years
More than
5 years
Total
Borrowings 1
W
7,978,826
4,845,560
8,676,290
3,272,460
W
24,773,136
Lease liabilities
576,548
426,197
1,068,681
944,492
3,015,918
Trade payables
2,848,455
—
—
—
2,848,455
Other payables
6,436,829
134,985
157,957
166,236
6,896,007
Other non-trade payables
1,224,871
10,378
9,698
162
1,245,109
Other financial liabilities
145,648
724
113
—
146,485
W
19,211,177
5,417,844
9,912,739
4,383,350
W
38,925,110
1
The cash flow includes payment of interest under terms and conditions of borrowing.
(In millions of Korean won)
December 31, 2024
Less than
1 year
1 - 2 years
2 - 5 years
More than
5 years
Total
Borrowings 1
W
3,844,805
6,732,584
11,218,578
4,246,482
W
26,042,449
Lease liabilities
602,620
461,676
1,063,224
1,128,611
3,256,131
Trade payables
2,277,347
—
—
—
2,277,347
Other payables
6,983,374
186,336
179,794
217,925
7,567,429
Other non-trade payables
1,086,615
12,440
41,166
165
1,140,386
Other financial liabilities
151,855
2,515
1,604
—
155,974
W
14,946,616
7,395,551
12,504,366
5,593,183
W
40,439,716
1
The cash flow includes payment of interest under terms and conditions of borrowing.
F-32
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
6.
Financial Risk Management, Continued
(1) Financial risk management, Continued
(c) Liquidity risk, Continued
The table above analyzes the Group’s financial liabilities into relevant maturity groups based on the remaining
period at the statement of financial position date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
(2) Capital management
The Group’s objectives when managing capital are to
safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends to shareholders, procure and repay borrowings, issue new shares, or
sell assets.
The debt-to-equity ratio and net borrowing ratio as of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
December 31,
2025
December 31,
2024
Total liabilities (A)
W
55,440,908
W
45,939,505
Total equity (B)
120,666,751
73,915,704
Cash and cash equivalents, and others 1 (C)
34,942,253
14,156,363
Total borrowings (D)
22,247,905
22,683,733
Debt-to-equity ratio (A/B)
45.95
%
62.15
%
Net borrowing ratio 2 (D-C)/B
-
11.54
%
1
Total amount of cash and cash equivalents, short-term financial instruments and short-term investment assets.
2
Net borrowing ratio is not disclosed because the ratio is negative as of December 31, 2025.
Under major borrowing contracts, the Group is obliged to comply with a certain level of debt ratio and Loan-To-Value ratio. The Group has complied with all of these
conditions as of December 31, 2025.
(3) Fair value
Fair values are
categorized into different levels in a fair value hierarchy based on the inputs used in valuation techniques as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that an entity can access at the
measurement date.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
F-33
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
6.
Financial Risk Management, Continued
(3) Fair value, Continued
(a)
The following table presents the Group’s carrying amounts and fair values of financial instruments by categories,
including their levels in the fair value hierarchy, as of December 31, 2025 and 2024:
(In millions of Korean won)
December 31, 2025
Carrying
amounts
Level 1
Level 2
Level 3
Total
Financial assets measured at fair value
Short-term financial instruments
W
222,500
W
—
W
—
W
222,500
W
222,500
Short-term investment assets
5,338,768
—
5,338,768
—
5,338,768
Trade receivables 1
1,256,429
—
1,256,429
—
1,256,429
Long-term investment assets
14,547,099
—
—
14,547,099
14,547,099
Other financial assets
195,929
—
195,929
—
195,929
21,560,725
—
6,791,126
14,769,599
21,560,725
Financial assets not measured at fair value
Cash and cash equivalents 2
14,923,766
—
—
—
—
Short-term financial instruments 2
14,457,219
—
—
—
—
Trade receivables 2
16,942,649
—
—
—
—
Loans and other receivables 2
806,379
—
—
—
—
Other financial assets 2
1,113,792
—
—
—
—
48,243,805
—
—
—
—
Total financial asset
W
69,804,530
W
—
W
6,791,126
W
14,769,599
W
21,560,725
Financial liabilities measured at fair value
Other financial liabilities
W
4,914,781
W
—
W
4,914,781
W
—
W
4,914,781
Financial liabilities not measured at fair value
Trade payables 2
2,848,455
—
—
—
—
Other payables 2
6,809,285
—
—
—
—
Other non-trade payables 2
1,541,016
—
—
—
—
Borrowings
22,247,905
—
22,449,184
—
22,449,184
Lease liabilities 2
2,509,943
—
—
—
—
Other financial liabilities 2
1,585
—
—
—
—
35,958,189
—
22,449,184
—
22,449,184
Total financial liabilities
W
40,872,970
W
—
W
27,363,965
W
—
W
27,363,965
1
The Group transferred some of the trade receivables and substantially transferred the risks and rewards to the customer.
Accordingly, the Group derecognized trade receivables from the consolidated financial statement on the date of assets transfer and recognized gain or loss on disposal of trade receivables.
2
The Group did not present fair values of financial assets and liabilities of which carrying amounts are considered to be a
reasonable approximation of fair values.
F-34
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
6.
Financial Risk Management, Continued
(3) Fair value, Continued
(a)
The following table presents the Group’s carrying amounts and fair values of financial instruments by categories,
including their levels in the fair value hierarchy, as of December 31, 2025 and 2024, Continued:
(In millions of Korean won)
December 31, 2024
Carrying
amounts
Level 1
Level 2
Level 3
Total
Financial assets measured at fair value
Short-term financial instruments
W
222,500
W
—
W
—
W
222,500
W
222,500
Short-term investment assets
569,236
—
569,236
—
569,236
Trade receivables 1
672,860
—
672,860
—
672,860
Long-term investment assets
4,041,276
—
—
4,041,276
4,041,276
Other financial assets
269,118
—
269,118
—
269,118
5,774,990
—
1,511,214
4,263,776
5,774,990
Financial assets not measured at fair value
Cash and cash equivalents 2
11,205,117
—
—
—
—
Short-term financial instruments 2
2,159,510
—
—
—
—
Trade receivables 2
12,346,146
—
—
—
—
Loans and other receivables 2
737,347
—
—
—
—
Other financial assets 2
122,940
—
—
—
—
26,571,060
—
—
—
—
Total financial asset
W
32,346,050
W
—
W
1,511,214
W
4,263,776
W
5,774,990
Financial liabilities measured at fair value
Other financial liabilities
W
1,745,396
W
—
W
1,745,396
W
—
W
1,745,396
Financial liabilities not measured at fair value
Trade payables 2
2,277,347
—
—
—
—
Other payables 2
7,444,040
—
—
—
—
Other non-trade payables 2
1,387,034
—
—
—
—
Borrowings
22,683,733
—
22,604,615
—
22,604,615
Lease liabilities 2
2,768,376
—
—
—
—
Other financial liabilities 2
2,100
—
—
—
—
36,562,630
—
22,604,615
—
22,604,615
Total financial liabilities
W
38,308,026
W
—
W
24,350,011
W
—
W
24,350,011
1
The Group transferred some of the trade receivables and substantially transferred the risks and rewards to the customer.
Accordingly, the Group derecognized trade receivables from the consolidated financial statement on the date of assets transfer and recognized gain or loss on disposal of trade receivables.
2
The Group did not present fair values of financial assets and liabilities of which carrying amounts are considered to be a
reasonable approximation of fair values.
F-35
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
6.
Financial Risk Management, Continued
(3) Fair value, Continued
(b) Valuation Techniques
The
valuation techniques of recurring and non-recurring fair value measurements and quoted prices classified as level 2 or level 3 are as follows:
(In millions of Korean won)
Fair value
Level
Valuation Techniques
Financial assets at fair value through profit or loss:
Short-term investment assets
W
5,338,768
2
Present value technique
Short-term financial instruments
222,500
3
Present value technique
Long-term investment assets
14,547,099
3
Present value technique and others
Financial assets at fair value through other comprehensive income:
Trade receivables
W
1,256,429
2
Present value technique
Others:
Other financial assets
W
195,929
2
Present value technique
Financial liabilities at fair value through profit or loss:
Embedded derivative liabilities
W
4,911,955
2
Binominal model and others
Others:
Other financial liabilities
W
2,826
2
Present value technique
Long-term investments assets measured at level 3 in the fair value hierarchy include investments in special purpose companies of BCPE
Pangea Intermediate Holdings Cayman, L.P. (“SPC1”) amounting to W 7,405,240 million and BCPE Pangea Cayman2 Limited
(“SPC2”) amounting to W 6,746,627 million in connection with the acquisition of KIOXIA Holdings Corporation
(“KIOXIA”)(formerly, Toshiba Memory Corporation). The fair value of the long-term investments is measured based on the equity value of the underlying asset, KIOXIA.
The fair value of equity investment in SPC1 is measured using an option pricing model allocating the estimated fair value of KIOXIA equity between investors based on
distribution priority pursuant to the underlying investment arrangement together with consideration of expected SPC1 liquidation.
The fair value of debt investment
in SPC2 convertible bonds is measured based on the estimated KIOXIA’s equity value and SPC2’s equity ownership in KIOXIA (14.30%).
F-36
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
6.
Financial Risk Management, Continued
(3) Fair value, Continued
(b)
Valuation Techniques, Continued
The valuation techniques and key inputs used in valuation of the equity investment in SPC1 and investment in SPC2
convertible bonds are as follows:
(In millions of Korean won)
Fair value
Valuation Techniques
Inputs of
level 3 financial asset
Input
Range
Equity investment in SPC1
W
7,405,240
Option-pricing method
Expected expiration(years)
0.21
Liquidity discount
8.95
%
Volatility
48.48
%
Risk free rate
0.60
%
SPC2 convertible bonds
W
6,746,627
Adjusted net asset method
Liquidity discount
8.95
%
Among the level 3 inputs, a decrease in liquidity discount, which is a key assumption, will result in a higher fair value of the equity
investment in SPC1, while any change in volatility and risk-free rate may have either positive or negative impact on the fair value of the investment in SPC1. In addition, when the liquidity discount decreases it will result in higher fair value of
the investment in SPC2 convertible bonds.
Any positive or negative changes in these significant unobservable inputs will have a direct impact on the fair value of
investments in SPC1 and SPC2, respectively. As these inputs are significant and unobservable, the equity investment in SPC1 and the SPC2 convertible bonds are classified within Level 3 of the fair value hierarchy. Accordingly, changes in key
valuation inputs may have a significant impact on the fair values of these investments.
The sensitivity analysis results of the effect of changes in the input
variables of each long-term investment classified as Level 3 on fair value are as follows:
(In millions of Korean won)
Positive
fluctuation
Negative
fluctuation
Equity investment in SPC1 1
W
79,428
W
(79,428
)
SPC2 convertible bonds 1
74,114
(74,114
)
1
Fair value fluctuations were calculated by increasing or decreasing the liquidity discount, which is major unobservable
input, by 1.0% points.
(c)
There was no transfer between fair value hierarchy levels during the year ended December 31, 2025 and changes in
financial assets classified as level 3 fair value measurements during the year ended December 31, 2025 are as follows:
(In millions of Korean won)
Beginning
Balance
Acquisition
Disposals
Gain on
Valuation
Foreign
Exchange
Difference
Ending
Balance
Financial assets:
Short-term financial instruments
W
222,500
—
—
—
—
W
222,500
Long-term investment assets
W
4,041,276
28,143
(1,206,875
)
11,938,050
(253,495
)
W
14,547,099
F-37
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
7. Restricted Financial Instruments
Details of restricted financial instruments as of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
December
31, 2025
December 31,
2024
Short-term financial instruments:
Restricted for supporting small businesses
W 222,500
W
222,500
Pledged for consumption tax
5,506
5,619
Others
324
256
228,330
228,375
Other financial assets:
Escrow account
—
110,391
Bank overdrafts guarantee deposit
13
11
Others
2,822
1,807
2,835
112,209
W 231,165
W
340,584
8. Trade Receivables and Loans and Other Receivables
(1) Details of loans and other receivables as of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
December
31, 2025
December 31,
2024
Current:
Other receivables
W
89,511
W
215,385
Accrued income
156,266
27,519
Short-term loans
117,592
13,462
Short-term guarantee and other deposits
22,974
36,695
386,343
293,061
Non-current:
Long-term other receivables
74,024
95,122
Long-term loans
189,262
193,487
Guarantee deposits
156,488
155,409
Others
262
268
420,036
444,286
W
806,379
W
737,347
F-38
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
8. Trade
Receivables and Loans and Other Receivables, Continued
(2)
Trade receivables and loans and other receivables, net of provision for impairment, as of December 31, 2025 and 2024
are as follows:
(In millions of Korean won)
December 31, 2025
Gross
amount
Provision for
impairment
Carrying
amount
Trade receivables
W
18,201,785
W
(2,707
)
W
18,199,078
Current loans and other receivables
386,419
(76
)
386,343
Non-current loans and other receivables
420,972
(936
)
420,036
W
19,009,176
W
(3,719
)
W
19,005,457
(In millions of Korean won)
December 31, 2024
Gross
amount
Provision for
impairment
Carrying
amount
Trade receivables
W
13,020,351
W
(1,345
)
W
13,019,006
Current loans and other receivables
293,155
(94
)
293,061
Non-current loans and other receivables
445,227
(941
)
444,286
W
13,758,733
W
(2,380
)
W
13,756,353
(3) Details of provision for impairment
Changes in
the provision for impairment of trade receivables for the years ended December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
2025
2024
Beginning balance
W 1,345
W
9,717
Bad debt expense
3,782
46
Reversal
(345
)
(1,327
)
Write-off
(2,076
)
(7,070
)
Foreign exchange difference
1
(21
)
Ending balance
W 2,707
W
1,345
Changes in the provision for impairment of current loans and other receivables for the years ended December 31, 2025 and 2024 are
as follows:
(In millions of Korean won)
2025
2024
Beginning balance
W
94
W
39
Bad debt expense
821
94
Reversal
(94
)
—
Write-off
(745
)
(39
)
Ending balance
W
76
W
94
F-39
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended
December 31, 2025, 2024 and 2023
8. Trade
Receivables and Loans and Other Receivables, Continued
(3) Details of provision for impairment, Continued
Changes in the provision for impairment of non-current loans and other receivables for the years ended
December 31, 2025 and 2024 are as follows
(In millions of Korean won)
2025
2024
Beginning balance
W
941
W
913
Bad debt expense
10
8
Reversal
7
(101
)
Foreign exchange difference
(22
)
121
Ending balance
W
936
W
941
(4)
The aging analysis of trade receivables and loans and other receivables as of December 31, 2025 and 2024 are as
follows:
(In millions of Korean won)
December 31, 2025
Not impaired
Overdue
Not past
due
Less than
3 months
Over 3
months
and less than
6 months
Over
6 months
Impaired
Total
Trade receivables
W
18,199,078
—
—
—
2,707
W
18,201,785
Current loans and other receivables
386,343
—
—
—
76
386,419
Non-current loans and other receivables
420,036
—
—
—
936
420,972
W
19,005,457
—
—
—
3,719
W
19,009,176
(In millions of Korean won)
December 31, 2024
Not impaired
Overdue
Not past
due
Less than
3 months
Over 3
months
and less than
6 months
Over
6 months
Impaired
Total
Trade receivables
W
13,019,006
—
—
—
1,345
W
13,020,351
Current loans and other receivables
293,061
—
—
—
94
293,155
Non-current loans and other receivables
444,286
—
—
—
941
445,227
W
13,756,353
—
—
—
2,380
W
13,758,733
F-40
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
9. Inventories
(1) Details
of inventories as of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
December 31, 2025
Acquisition
cost
Inventory valuation
allowance
Carrying
amount
Merchandise
W
5,564
W
(261
)
W
5,303
Finished goods
2,616,635
(209,670
)
2,406,965
Work-in-process
9,290,708
(83,271
)
9,207,437
Raw materials
1,507,058
(17,745
)
1,489,313
Supplies
1,086,570
(183,958
)
902,612
Goods in transit
277,760
—
277,760
W
14,784,295
W
(494,905
)
W
14,289,390
(In millions of Korean won)
December 31, 2024
Acquisition
cost
Inventory valuation
allowance
Carrying
amount
Merchandise
W
33,492
W
(26,717
)
W
6,775
Finished goods
3,138,975
(624,692
)
2,514,283
Work-in-process
8,952,952
(330,187
)
8,622,765
Raw materials
1,521,521
(60,495
)
1,461,026
Supplies
700,846
(114,547
)
586,299
Goods in transit
122,789
—
122,789
W
14,470,575
W
(1,156,638
)
W
13,313,937
(2)
The amount of the inventories recognized as cost of sales for the years ended December 31, 2025, 2024 and 2023 are
as follows:
(In millions of Korean won)
2025
2024
2023
Inventories recognized as cost of sales
W
39,117,310
W
35,634,490
W
32,206,255
(3)
The changes in inventory valuation allowance during the years ended December 31, 2025 and 2024 are as follows:
(In millions of won)
2025
2024
Beginning balance
W
1,156,637
W
2,426,602
Charged to cost of sales
112,906
98,592
Utilization upon sales
(774,638
)
(1,368,557
)
Ending balance
W
494,905
W
1,156,637
There were no significant reversals of inventory write-downs recognized during 2025 and 2024.
F-41
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
10. Other Current and Non-current Assets
Details of other current and non-current assets as of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
December 31,
2025
December 31,
2024
Current:
Advance payments
W
73,312
W
62,928
Prepaid expenses
291,529
247,166
Value added tax refundable
876,429
937,926
Contract assets
125,240
123,894
Others
11,525
21,830
1,378,035
1,393,744
Non-current:
Long-term advance payments
79,810
113,564
Long-term prepaid expenses
33,778
25,997
Others
31,342
34,581
144,930
174,142
W
1,522,965
W
1,567,886
11. Investments in Associates and Joint Ventures
(1) General information of investments in associates and joint ventures is as follows:
Type
Investee
Location
Business
Associates
SK China Company Limited 1
China
Consulting and investment
SK South East Asia Investment Pte. Ltd.
Singapore
Consulting and investment
SiFive, Inc. 2
U.S.A
Design and manufacture of semiconductor
Wuxi xinfa IC industry park., Ltd.
China
Developing science-technological park
Others
Joint ventures
HITECH Semiconductor (Wuxi) Co., Ltd. 3
China
Manufacture of semiconductor parts
SK hynix system ic (Wuxi) Co., Ltd. 4, 5
China
Foundry factory construction
Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor 3 , 7
Korea
Investment
Specialized Investment-type Private Equity Investment Trust For
Win-win System Semiconductor 3 , 6
Korea
Investment
Others
1
Management of the Group is able to exercise significant influence over the entity by participating the Board of Directors.
Accordingly, the investment has been classified as an associate.
2
The Group is able to exercise significant influence through its right to appoint a director to the Board of Directors of
investee. Accordingly, the investment has been classified as an associate.
3
It has been classified to a joint venture as it is stated in the agreement that unanimous vote is required for relevant
activities.
4
Net asset share amount and carrying amount of SK hynix system ic (Wuxi) Co., Ltd. were prepared based on the consolidated
financial statements including Hystars Semiconductor (Wuxi) Co., Ltd.
5
The Group disposed 49.9% of its shares of SK hynix system ic (Wuxi) Co., Ltd. and lost control over SK hynix system ic
(Wuxi) Co., Ltd. based on the agreement that major decisions of SK hynix system ic (Wuxi) Co., Ltd. require the approval of more than two-thirds of the shareholders during the year ended December 31,
2024. The fair value of remaining shares has been recognized as an investment in a joint venture. The Group’s ownership decreased due to a capital increase by issuing new shares to a third party during the year ended December 31, 2025. Due to
accumulated losses, an impairment loss of W 470,869 million was recognized during the year ended December 31, 2025 for the difference
between the recoverable amount and the carrying amount.
6
The principal amount of
W 2,700 million was collected during the year ended December 31, 2025.
7
The principal amount of
W 1,909 million was collected during the year ended December 31, 2025.
F-42
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
11. Investments in
Associates and Joint Ventures, Continued
(2) Details of investments in associates and joint ventures as of December 31,
2025 and 2024 are as follows:
(In millions of Korean won)
December 31, 2025
December 31, 2024
Investee
Ownership
(%)
Net asset
value
Carrying
amount
Ownership
(%)
Carrying
amount
Associates:
SK China Company Limited
11.87
W
410,963
W
463,560
11.87
W
456,471
SK South East Asia Investment Pte. Ltd.
20.00
370,671
370,671
20.00
401,843
SiFive, Inc.
6.84
9,651
9,175
6.81
18,311
Wuxi xinfa IC industry park., Ltd.
30.00
46,990
46,990
30.00
44,895
Others
152,863
160,957
131,978
Joint ventures:
HITECH Semiconductor (Wuxi) Co., Ltd.
45.00
150,937
152,015
45.00
157,255
SK hynix system ic (Wuxi) Co., Ltd.
49.79
(13,564
)
78,548
50.10
688,702
Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor
33.33
9,039
9,039
33.33
11,237
Specialized Investment-type Private Equity Investment Trust For
Win-win System Semiconductor
37.50
19,574
19,574
37.50
22,459
Others
10,398
10,398
7,512
W
1,167,522
W
1,320,927
W
1,940,663
(3) Changes in investments in associates and joint ventures for the years ended December 31, 2025
and 2024 are as follows:
(In millions of Korean won)
2025
Beginning
balance
Acquis-
ition
Share of
profit
(loss)
Other
equity
movement
Dividend
Recovery
of
principal
Impairment
loss
Ending
balance
SK China Company Limited
W
456,471
W
—
W 4,005
W 3,084
W —
W —
W —
W
463,560
SK South East Asia Investment Pte. Ltd.
401,843
—
(10,281
)
(20,891
)
—
—
—
370,671
SiFive, Inc.
18,311
—
(9,854
)
718
—
—
—
9,175
Wuxi xinfa IC industry park., Ltd.
44,895
—
1,155
940
—
—
—
46,990
HITECH Semiconductor (Wuxi) Co., Ltd.
157,255
—
17,673
(4,441
)
(18,472
)
—
—
152,015
SK hynix system ic (Wuxi) Co., Ltd. 1
688,702
—
(133,296
)
(5,989
)
—
—
(470,869
)
78,548
Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor
11,237
—
469
(167
)
(591
)
(1,909
)
—
9,039
Specialized Investment-type Private Equity Investment Trust For Win-win System Semiconductor
22,459
—
(185
)
—
—
(2,700
)
—
19,574
Others
139,490
9,000
36,769
6
(1,505
)
(12,266
)
(139
)
171,355
W
1,940,663
W
9,000
W (93,545)
W (26,740)
W (20,568)
W (16,875)
W (471,008)
W
1,320,927
1
During the year ended December 31, 2025, an impairment loss of W 470,869 million was recognized as actual operating performance during the year materially underperformed the business plan used in prior impairment assessments, resulting in accumulated
losses and a recoverable amount below the carrying amount.
F-43
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
11. Investments in
Associates and Joint Ventures, Continued
(3) Changes in investments in associates and joint ventures for the years ended
December 31, 2025 and 2024 are as follows, Continued:
(In millions of Korean won)
2024
Beginning
balance
Acquisi-
tion
Share of
profit
(loss)
Other
equity
move-
ment
Dividend
Recovery
of
principal
Impair-
ment loss
Transfer
Ending
balance
SK China Company Limited
W
408,230
W
—
W
4,609
W
43,632
W
—
W
—
W
—
W
—
W
456,471
SK South East Asia Investment Pte. Ltd.
351,923
—
4,093
45,827
—
—
—
—
401,843
SiFive, Inc. 1
53,277
—
(12,694
)
2,466
—
—
(24,738
)
—
18,311
Wuxi xinfa IC industry park., Ltd.
42,458
—
(2,215
)
4,652
—
—
—
—
44,895
HITECH Semiconductor (Wuxi) Co., Ltd.
137,655
—
17,603
19,172
(17,175
)
—
—
—
157,255
SK hynix system ic (Wuxi) Co., Ltd. 2
—
483,721
(35,348
)
(5,646
)
—
—
—
245,975
688,702
Hystars Semiconductor (Wuxi) Co., Ltd. 2
220,373
—
832
24,770
—
—
—
(245,975
)
—
Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor
19,283
—
3,520
(66
)
(3,107
)
(8,393
)
—
—
11,237
Specialized Investment-type Private Equity Investment Trust For
Win-win System Semiconductor
29,779
—
37
143
—
(7,500
)
—
—
22,459
Others
104,370
25,859
6,056
10,956
(1,135
)
(6,616
)
—
—
139,490
W
1,367,348
W
509,580
W
(13,507
)
W
145,906
W
(21,417
)
W
(22,509
)
W
(24,738
)
W
—
W
1,940,663
1
Due to SiFive, Inc.’s continued accumulation of losses, the Group recognized
W 24,738 million, the difference between the book value and recoverable amount, as a loss related to investments in associates.
2
As Hystars Semiconductor (Wuxi) Co., Ltd. was incorporated as a subsidiary of SK hynix system ic (Wuxi) Co., Ltd. during
the year ended December 31, 2024, the book value of Hystars Semiconductor (Wuxi) Co., Ltd. was transferred with the book value of SK hynix system ic (Wuxi) Co., Ltd.
F-44
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
11. Investments in
Associates and Joint Ventures, Continued
(4) Major associates and joint ventures’ summarized financial information as of
December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
December 31, 2025
Current
assets
Non-current
assets
Current
liabilities
Non-current
liabilities
SK China Company Limited
W
1,787,188
W
2,120,977
W
151,370
W
293,452
SK South East Asia Investment Pte. Ltd.
1,021,847
983,307
58,110
36,458
HITECH Semiconductor (Wuxi) Co., Ltd.
298,955
277,560
182,138
58,962
SK hynix system ic (Wuxi) Co., Ltd.
210,511
1,233,265
962,673
520,468
(In millions of Korean won)
December 31, 2024
Current
assets
Non-current
assets
Current
liabilities
Non-current
liabilities
SK China Company Limited
W
1,621,534
W
2,168,615
W
111,297
W
299,593
SK South East Asia Investment Pte. Ltd.
1,197,435
2,268,114
613,999
14,918
HITECH Semiconductor (Wuxi) Co., Ltd.
272,861
306,426
69,219
163,986
SK hynix system ic (Wuxi) Co., Ltd. 1
456,634
1,361,701
1,011,649
585,647
1
Hystars Semiconductor (Wuxi) Co., Ltd. was incorporated as a subsidiary of SK hynix system ic (Wuxi) Co., Ltd., during the
year ended December 31, 2024.
(5) Major associates and joint ventures summarized financial information for
the years ended December 31, 2025, 2024 and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Revenue
Net profit
(loss)
Revenue
Net profit
(loss)
Revenue
Net profit
(loss)
SK China Company Limited
W
68,074
W
42,472
W
15,111
W
38,846
W
34,798
W
102,711
SK South East Asia Investment Pte. Ltd.
97,960
10,656
133,764
20,467
266,728
(43,317
)
Magnus Private Investment Co., Ltd. 1
—
—
—
—
—
(2,721
)
HITECH Semiconductor (Wuxi) Co., Ltd.
779,854
39,469
688,331
37,292
—
35,718
SK hynix system ic (Wuxi) Co., Ltd. 2
348,182
(265,822
)
45,996
(57,481
)
702,074
—
Hystars Semiconductor (Wuxi) Co., Ltd. 2
—
—
55,620
1,660
—
1,659
1
Liquidation was completed during the year ended December 31, 2023.
2
Hystars Semiconductor (Wuxi) Co., Ltd. was incorporated as a subsidiary of SK hynix system ic (Wuxi) Co., Ltd., during the
year ended December 31, 2024.
F-45
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
12. Property, Plant and Equipment
(1) Changes in property, plant and equipment for the years ended December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
2025
Land
Buildings
Structures
Machinery
Vehicles
Others
Construction-
in-progress
Total
Beginning balance Changes during 2025
W
1,205,857
10,474,146
3,207,904
33,674,111
25,914
462,318
11,107,224
W
60,157,474
Acquisitions
16,317
627,479
327,158
11,867,710
379
318,128
17,015,647
30,172,818
Impairment
—
(45,120
)
—
—
—
(37
)
—
(45,157
)
Disposals
(1,171
)
(12,729
)
(7,469
)
(29,847
)
(455
)
(8,709
)
(31,036
)
(91,416
)
Depreciation
—
(471,753
)
(247,033
)
(11,718,575
)
(2,657
)
(223,498
)
—
(12,663,516
)
Transfers
466,389
(281,589
)
315,928
5,750,995
57
85,083
(6,329,203
)
7,660
Foreign exchange differences and others
(1,465
)
(42,343
)
9,202
(21,790
)
(3
)
1,239
(18,895
)
(74,055
)
Reclassified as assets held for sale
—
—
(2
)
(1,091
)
—
(1,270
)
—
(2,363
)
Business combination
—
—
1,777
38,657
—
817
8
41,259
Ending balance
W
1,685,927
10,248,091
3,607,465
39,560,170
23,235
634,071
21,743,745
W
77,502,704
Acquisition cost
W
1,685,927
13,544,821
5,322,428
139,232,683
46,864
3,034,803
21,769,815
W
184,637,341
Accumulated depreciation
—
(3,209,393
)
(1,694,511
)
(99,343,367
)
(23,629
)
(2,399,992
)
—
(106,670,892
)
Accumulated impairment
—
(68,346
)
(15,339
)
(299,800
)
—
(16
)
(26,070
)
(409,571
)
Government grants
—
(18,991
)
(5,113
)
(29,346
)
—
(724
)
—
(54,174
)
W
1,685,927
10,248,091
3,607,465
39,560,170
23,235
634,071
21,743,745
W
77,502,704
(In millions of Korean won)
2024
Land
Buildings
Structures
Machinery
Vehicles
Others
Construction-
in-progress
Total
Beginning balance
W
1,207,988
10,341,242
3,080,243
31,471,525
31,044
554,024
6,018,787
W
52,704,853
Changes during 2024
Acquisitions
66
156,877
292,362
9,990,891
526
152,395
7,362,704
17,955,821
Impairment
—
—
—
21
—
(12
)
—
9
Disposals
—
(24
)
(1,858
)
(21,042
)
(2,557
)
(1,729
)
(4,840
)
(32,050
)
Depreciation
—
(505,552
)
(227,972
)
(10,553,687
)
(3,144
)
(245,280
)
—
(11,535,635
)
Transfers
(9,735
)
121,201
49,237
2,327,386
—
3,786
(2,490,804
)
(1,071
)
Foreign exchange differences and others
7,538
360,402
98,560
841,568
45
12,722
221,541
1,542,376
Reclassified as assets held for sale
—
—
(82,668
)
(382,551
)
—
(13,588
)
(164
)
(478,971
)
Ending balance
W
1,205,857
10,474,146
3,207,904
33,674,111
25,914
462,318
11,107,224
W
60,157,474
Acquisition cost
W
1,205,857
13,771,703
4,615,743
123,124,358
47,115
2,664,488
11,175,488
W
156,604,752
Accumulated depreciation
—
(3,256,494
)
(1,389,621
)
(89,123,068
)
(21,200
)
(2,201,560
)
—
(95,991,943
)
Accumulated impairment
—
(23,226
)
(15,339
)
(261,984
)
—
(13
)
(68,264
)
(368,826
)
Government grants
—
(17,837
)
(2,879
)
(65,195
)
(1
)
(597
)
—
(86,509
)
W
1,205,857
10,474,146
3,207,904
33,674,111
25,914
462,318
11,107,224
W
60,157,474
F-46
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
12. Property, Plant and
Equipment, Continued
(2) Details of depreciation expense allocation for the years ended December 31, 2025,
2024 and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Cost of sales
W
11,839,495
W
10,696,150
W
11,810,720
Selling and administrative expenses
242,739
249,368
250,180
Research and development expenses and others
581,282
590,117
669,550
W
12,663,516
W
11,535,635
W
12,730,450
(3) Certain property, plant and equipment are pledged as collaterals for borrowings of the Group as of
December 31, 2025 (See note 32).
(4) The Group capitalized borrowing costs amounting to W 249,760 million (2024: W 202,995 million
and 2023: W 136,622 million) on qualifying assets during the year ended December 31, 2025. Borrowing costs were calculated using a
capitalization rate of 3.91% (2024: 6.32% and 2023: 4.34%) for the year ended December 31, 2025.
(5) The Group provides certain
property, plant, and equipment as operating leases. Rental income from the property, plant and equipment during the year ended December 31, 2025 are
W 29,144 million (2024:
W 23,811 million and 2023: W 28,403
million).
13. Leases
(1) Leases as lessee
(a) Changes in right-of-use assets for the years ended December 31, 2025 and 2024
are as follows:
(In millions of Korean won)
2025
Properties
Structures
Machinery
Vehicles
Others
Total
Beginning balance
W
412,296
1,513,255
540,219
19,821
1,280
W
2,486,871
Increase
61,141
111,711
75,928
13,576
27,742
290,098
Termination
(3,005
)
—
—
(2,410
)
—
(5,415
)
Depreciation
(75,121
)
(152,098
)
(185,859
)
(13,726
)
(8,979
)
(435,783
)
Foreign exchange difference
(2,448
)
4,324
—
36
1
1,913
Reclassified as assets held for sale
(1,227
)
—
—
—
—
(1,227
)
Ending balance
W
391,636
1,477,192
430,288
17,297
20,044
W
2,336,457
Acquisition cost
W
648,293
2,169,989
673,504
36,689
27,775
W
3,556,250
Accumulated depreciation
(223,209
)
(692,797
)
(243,216
)
(19,392
)
(7,731
)
(1,186,345
)
Government grants
(33,448
)
—
—
—
—
(33,448
)
W
391,636
1,477,192
430,288
17,297
20,044
W
2,336,457
F-47
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
13. Leases, Continued
(1) Leases as lessee, Continued
(a) Changes in right-of-use assets for the years ended December 31, 2025 and 2024 are as follows, Continued:
(In millions of Korean won)
2024
Properties
Structures
Machinery
Vehicles
Others
Total
Beginning balance
W
419,162
1,523,997
709,973
23,551
18,161
W
2,694,844
Increase
43,827
204,843
51,627
13,534
(195
)
313,636
Termination
(6,142
)
—
—
(4,171
)
—
(10,313
)
Depreciation
(74,900
)
(152,250
)
(193,853
)
(13,170
)
(15,516
)
(449,689
)
Foreign exchange difference
33,045
41,827
1,073
317
403
76,665
Reclassified as assets held for sale
(2,696
)
(105,162
)
(28,601
)
(240
)
(1,573
)
(138,272
)
Ending balance
W
412,296
1,513,255
540,219
19,821
1,280
W
2,486,871
Acquisition cost
W
606,918
2,048,948
802,452
34,245
22,647
W
3,515,210
Accumulated depreciation
(160,786
)
(535,693
)
(262,233
)
(14,424
)
(21,367
)
(994,503
)
Government grants
(33,836
)
—
—
—
—
(33,836
)
W
412,296
1,513,255
540,219
19,821
1,280
W
2,486,871
(b) Changes in lease liabilities for the years ended December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
2025
2024
Beginning balance
W
2,768,376
W
3,029,874
Acquisition
290,133
266,528
Termination
(5,361
)
(13,971
)
Interest expenses
97,843
105,238
Payments
(648,765
)
(635,953
)
Foreign exchange difference
8,954
161,165
Reclassified as liabilities held for sale
(1,237
)
(144,505
)
Ending balance
W
2,509,943
W
2,768,376
(c) The details of the minimum lease payment to be paid in the future for each period in connection
with lease liabilities, present value and current/non-current classification of lease liabilities as of December 31, 2025 are as follows:
(In millions of Korean won)
2025
Less than one year
W
576,548
One to five years
1,494,878
More than five years
944,492
Total lease liabilities undiscounted as of December 31, 2025
3,015,918
Present value of lease liabilities recognized as of December 31, 2025
2,509,943
Current lease liabilities
547,296
Non-current lease liabilities
1,962,647
F-48
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
13. Leases, Continued
(1) Leases as lessee, Continued
(d) The amounts recognized in profit or loss in relation to right-of-use assets and lease liabilities for the years ended December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
2025
2024
Depreciation of right-to-use
assets
W
435,783
W
449,689
Interest expenses of lease liabilities
97,843
105,238
Expenses relating to short-term leases or to leases of low-value
assets
7,906
7,997
The total cash outflow from leases is
W 656,671 million (2024:
W 643,950 million).
14. Intangible Assets
(1) Changes in intangible assets for the years ended December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
2025
Goodwill
Industrial
property
rights
Development
costs
Others
Total
Beginning balance
W
848,828
90,464
713,642
2,365,913
W
4,018,847
Changes during 2025
Internal development
—
—
266,890
—
266,890
External acquisition
—
2,012
—
689,777
691,789
Business combination
—
3
—
1,409
1,412
Disposals
(32,596
)
(856
)
—
(6,316
)
(39,768
)
Amortization
—
(17,442
)
(348,757
)
(464,620
)
(830,819
)
Impairment
—
—
—
(38,053
)
(38,053
)
Transfers
—
21,966
—
(29,718
)
(7,752
)
Reclassified as assets held for sale
—
—
—
(287
)
(287
)
Others
(8,709
)
(6
)
—
(4,142
)
(12,857
)
Ending balance
W
807,523
96,141
631,775
2,513,963
W
4,049,402
Acquisition cost
W
1,830,625
242,212
5,213,157
5,773,909
W
13,059,903
Accumulated amortization and impairment
(1,023,102
)
(146,071
)
(4,581,382
)
(3,259,946
)
(9,010,501
)
W
807,523
96,141
631,775
2,513,963
W
4,049,402
F-49
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
14. Intangible Assets,
Continued
(1) Changes in intangible assets for the years ended December 31, 2025 and 2024 are as follows, Continued:
(In millions of Korean won)
2024
Goodwill
Industrial
property
rights
Development
costs
Others
Total
Beginning balance
W
803,348
92,096
410,667
2,528,456
W
3,834,567
Changes during 2024
Internal development
—
—
417,724
—
417,724
External acquisition
—
1,581
—
327,530
329,111
Disposals
—
(9,092
)
—
(8,592
)
(17,684
)
Amortization
—
(17,421
)
(114,749
)
(464,030
)
(596,200
)
Impairment
—
—
—
(216
)
(216
)
Transfers
—
23,271
—
(32,483
)
(9,212
)
Reclassified as assets held for sale
—
—
—
(29,094
)
(29,094
)
Others
45,480
29
—
44,342
89,851
Ending balance
W
848,828
90,464
713,642
2,365,913
W
4,018,847
Acquisition cost
W
1,896,957
227,202
4,946,266
5,319,455
W
12,389,880
Accumulated amortization and impairment
(1,048,129
)
(136,738
)
(4,232,624
)
(2,953,542
)
(8,371,033
)
W
848,828
90,464
713,642
2,365,913
W
4,018,847
(2) Details of amortization expense allocation for the years ended December 31, 2025, 2024 and
2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Cost of sales
W
321,740
W
311,226
W
234,001
Selling and administrative expenses
483,516
256,853
282,685
Research and development expenses and other
25,563
28,121
35,855
W
830,819
W
596,200
W
552,541
(3) Goodwill impairment tests
The Group
allocates goodwill to identified CGUs, and the details of goodwill for each CGU as of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
2025
2024
SK hynix CGU (*)
W
807,523
W
848,328
(*)
The SK hynix CGU is comprised of non-current assets of the Group excluding those
of Solidigm.
The Group performs goodwill impairment tests annually. For the purpose of impairment tests, goodwill is allocated to the relevant
CGU. The recoverable amount of the SK hynix CGU as of December 31, 2025 and 2024 was determined considering the fair value less costs to sell, which was determined based on the amount using the current stock price as of December 31, 2025
and 2024. No impairment loss of goodwill was recognized since the recoverable amount is higher than the carrying value of the CGU as of December 31, 2025 and 2024.
F-50
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
14. Intangible Assets,
Continued
(4) Among costs associated with development activities, W 266,890 million (2024: W 417,724 million
and 2023: W 350,550 million) that met capitalization criteria, were capitalized as development cost for the year ended December 31, 2025. In
addition, costs associated with research activities and other development expenditures that did not meet the criteria in the amount of
W 6,465,637 million (2024:
W 4,436,341 million and 2023:
W 3,750,706 million) were recognized as expenses for the year ended December 31, 2025.
The Group assesses whether there’s any indication for impairment of development costs at the end of the reporting period, and no impairment loss was recognized for
development projects during the years ended December 31, 2025 and 2024 as there are no development projects of which the recoverable value is less than the book value.
15. Other Payables
Details of other payables as of December 31, 2025
and 2024 are as follows:
(In millions of Korean won)
December 31,
2025
December 31,
2024
Current:
Accrued expenses
W
6,277,237
W
3,977,166
Deposits payable
5,874
6,377
6,283,111
3,983,543
Non-current:
Long-term accrued expenses
8,400
40,584
Deposits payable
11,570
11,313
19,970
51,897
W
6,303,081
W
4,035,440
16. Borrowings
(1) Details of borrowings as
of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
December 31,
2025
December 31,
2024
Current:
Short-term borrowings
W
2,395,797
W
1,283,488
Current portion of long-term borrowings
1,470,301
1,143,258
Current portion of debentures 1
4,295,659
2,825,492
8,161,757
5,252,238
Non-current:
Long-term borrowings
2,879,750
5,022,069
Debentures
11,206,398
12,409,426
14,086,148
17,431,495
W
22,247,905
W
22,683,733
1
The carrying amount includes exchangeable bond issued by the Group during the year ended December 31, 2023. The
maturity date of the exchangeable bond is in 2030, but the Group has classified the exchangeable bond as current borrowings
F-51
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
16. Borrowings, Continued
(1) Details of borrowings as of December 31, 2025 and 2024 are as follows, Continued:
due to the possibility of exercising conversion rights by the bondholders. During the year ended December 31, 2025, exchangeable bonds equivalent to USD 926,400,000 were
exchanged for 11,206,742 shares upon exercise of exchange rights by the bondholders. On a cumulative basis, exchangeable bonds equivalent to USD 961,600,000 have been exchanged for 11,627,828 shares. The conditions of issuance are as follows:
Type of bond Issue amount
Foreign exchangeable bond
USD 1,700,000,000
Outstanding balance of bonds issued 1
USD 738,400,000
Interest rate
Coupon Rate
1.75%
Yield Rate
1.75%
Maturity Date
April 11, 2030
Redemption measures
1) Redemption upon maturity: redemption of the remaining amounts for which conversion rights or early redemption has not been exercised upon maturity date
2) Early redemption: Redemption by the Call Option of the Issuer or redemption by the Put Option of Bondholders
Details of conversion
right
Conversion Rate
100.00% of the principal amount
Conversion price
W 108,811 per share
Subject of Conversion
Ordinary shares of the SK hynix Inc. (currently held as treasury shares)
Conversion period
May 22, 2023 - April 1, 2030
Adjustment to Conversion Price
Adjustment of the Conversion Price in certain circumstances, including but not limited to:
Bonus issue, subdivision, consolidation, reclassification, rights issues of options or warrants
over shares, share dividends, capital distribution, modification of rights of conversion, issues at less than Current Market Price, etc.
Put Option of Bondholders
The fourth anniversary from the transaction date (April 11, 2027)
In the case of a change of control of the Parent company
In the case of the Shares of the Parent company ceases to be listed or admitted to trading or are suspended for trading for a period equal to or exceeding 20 consecutive Trading Days
Call Option of the Issuer
On or after April 25, 2028, in the case of the closing price of the Shares for any 20 trading days in a period of 30 consecutive trading days is at least 130% of the prevailing Conversion Price
In the case of the aggregate principal amount of the Bonds outstanding is less than 10% of the aggregate principal amount originally issued (Clean Up Call)
In the case of the Issuer becomes obliged to pay any additional amounts, as a result of changes relating to tax laws in Korea.
1
The number of exchangeable shares was 20,126,911 upon initial issuance, but due to the exercise of conversion rights and
adjustments in the conversion price, the number of exchangeable shares has been changed to 8,932,547 as of December 31, 2025.
F-52
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
16. Borrowings, Continued
(2) Details of borrowings as of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
Financial institutions
Maturity date
Interest rate
per annum in
2025 (%)
2025
2024
Short-term borrowings:
Commercial Paper
Shinhan Bank
2026.09
3.7~4.0
W
300,000
W
300,000
General borrowings
Nonghyup Bank and others
2026.01~2026.12
1.4~6.3
2,095,797
983,488
2,395,797
1,283,488
Long-term borrowings:
Funds for equipment
MUFG and others
2026.01~2030.12
1.0~7.7
3,473,363
5,076,594
General borrowings
The Export-Import Bank of Korea and others
2026.12~2027.12
2.9~4.5
883,200
1,104,402
4,356,563
6,180,996
Less: Current portion
(1,470,301
)
(1,143,258
)
Less: Discounts on borrowings
(6,512
)
(15,669
)
W
2,879,750
W
5,022,069
F-53
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
16. Borrowings, Continued
(3) Details of debentures as of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
Maturity
date
Interest rate per
annum in 2025 (%)
December 31,
2025
December 31,
2024
Unsecured notes in local currency:
Unsecured corporate bonds 219-2nd
2025.08.27
2.67
W
—
W
90,000
Unsecured corporate bonds 220-3rd
2026.05.09
2.17
120,000
120,000
Unsecured corporate bonds 220-4th
2029.05.09
2.54
250,000
250,000
Unsecured corporate bonds 221-2nd
2025.02.14
1.72
—
360,000
Unsecured corporate bonds 221-3rd
2027.02.14
1.93
130,000
130,000
Unsecured corporate bonds 221-4th
2030.02.14
2.21
230,000
230,000
Unsecured corporate bonds 222-1st
2030.11.10
2.33
70,000
70,000
Unsecured corporate bonds 222-2nd
2035.11.10
2.73
100,000
100,000
Unsecured corporate bonds 223-2nd
2026.04.13
1.89
360,000
360,000
Unsecured corporate bonds 223-3rd
2028.04.13
2.11
80,000
80,000
Unsecured corporate bonds 223-4th
2031.04.13
2.48
190,000
190,000
Unsecured corporate bonds 224-1st
2026.02.13
3.83
430,000
430,000
Unsecured corporate bonds 224-2nd
2028.02.14
4.27
780,000
780,000
Unsecured corporate bonds 224-3rd
2030.02.14
4.52
100,000
100,000
Unsecured corporate bonds 224-4th
2033.02.14
4.90
80,000
80,000
Unsecured corporate bonds 225-1st
2027.04.08
3.63
350,000
350,000
Unsecured corporate bonds 225-2nd
2029.04.08
3.72
300,000
300,000
Unsecured corporate bonds 225-3rd
2031.04.08
3.84
100,000
100,000
Unsecured corporate bonds 226-1st
2028.01.20
2.98
440,000
—
Unsecured corporate bonds 226-2nd
2030.01.20
3.03
190,000
—
Unsecured corporate bonds 226-3rd
2032.01.20
3.09
70,000
—
4,370,000
4,120,000
Unsecured notes in foreign currency:
Unsecured global bonds 10-2nd
2026.01.19
1.50
1,434,900
1,470,000
Unsecured global bonds 10-3rd
2031.01.19
2.38
1,434,900
1,470,000
Unsecured global bonds 11-1st
2026.01.17
6.25
1,076,175
1,102,500
Unsecured global bonds 11-2nd
2028.01.17
6.38
1,434,900
1,470,000
Unsecured global bonds 11-3rd
2033.01.17
6.50
1,076,175
1,102,500
Unsecured global bonds 12th
2025.11.17
5.89
—
441,000
Unsecured global bonds 14-1st
2027.01.16
5.50
717,450
735,000
Unsecured global bonds 14-2nd
2029.01.16
5.50
1,434,900
1,470,000
Unsecured global bonds 15-1st
2028.09.11
4.25
860,940
—
Unsecured global bonds 15-2nd
2030.09.11
4.38
860,940
—
10,331,280
9,261,000
Foreign exchangeable bond:
Unsecured global bonds 13th
2030.04.11
1.75
1,059,530
2,447,256
1,059,530
2,447,256
15,760,810
15,828,256
Less: Discounts on debentures
(258,753
)
(593,338
)
Less: Current portion
(4,295,659
)
(2,825,492
)
W
11,206,398
W
12,409,426
F-54
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
17. Other Current and Non-current Liabilities
Details of other current and non-current liabilities as of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
December 31,
2025
December 31,
2024
Current
Advance receipts
W
59,298
W
40,161
Unearned income
6,499
3,730
Withholdings
318,105
157,970
Contract liabilities 1
474,185
543,477
Others
79,520
55,838
937,607
801,176
Non-current
Other long-term employee benefits
1,300,847
302,141
Others
130
239,629
1,300,977
541,770
W
2,238,584
W
1,342,946
1
Contract liabilities include advance receipts from customers and return liabilities, and the advance receipts from
customers at the beginning of 2024 were recognized as revenue during the year ended December 31, 2024.
18. Provisions
(1) Changes in provisions for the years ended December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
2025
Beginning
Balance
Increase
Utilization
Reversal
Ending
Balance
Warranty
W
263,001
W
—
W
(6,206
)
W
(34,044
)
W
222,751
Emission allowances
5,407
—
—
(1,048
)
4,359
Restoration
1,827
—
—
—
1,827
W
270,235
W
—
W
(6,206
)
W
(35,092
)
W
228,937
(In millions of Korean won)
2024
Beginning
Balance
Increase
Utilization
Reversal
Ending
Balance
Purchase commitments
W
29,656
W
—
W
—
W
(29,656
)
W
—
Warranty
256,402
18,155
(11,556
)
—
263,001
Emission allowances
234
7,414
(2,241
)
—
5,407
Restoration
1,827
—
—
—
1,827
W
288,119
W
25,569
W
(13,797
)
W
(29,656
)
W
270,235
(2) Provisions for warranty
The Group estimates the
expected warranty costs based on historical results and records provisions for warranty. Regarding the durability issue of certain products sold in the prior years, the Group separately estimated and recorded warranty provisions for the amount
expected to be paid for product replacement and other customer supporting activities.
F-55
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
18. Provisions, Continued
(3) Provision for emission allowances
The Group recognizes estimated future payment for the number of emission certificates required to settle the Group’s obligation exceeding the actual number of
certificates on hand as emission allowances according to the Act on Allocation and Trading of Greenhouse Gas Emission Permits.
(a) Details of the allocated amount
of emission permits are as follows:
(In ten thousand tons CO2-eq)
The third compliance period
(2021 - 2025)
2021
2022
2023
2024
2025
Total
Allocated emission permits
548
524
504
577
554
2,707
(b) Changes in the emission permits rights for the year ended December 31, 2025 are as follows:
(In ten thousand tons CO2-eq)
2024
Beginning balance
19
Allocated
577
Submission
(524
)
Carryforwards
(58
)
Disposal
(14
)
Ending balance
—
(c) The estimated net volume of emission made by the Group is 6.23 million tons as of December 31, 2025.
19. Defined Benefit Liabilities (Assets)
Under the defined benefit plan, the
Group pays employee benefits to retired employees in the form of a lump sum based on their salaries and years of service at the time of their retirement. Accordingly, the Group is exposed to a variety of actuarial assumption risks such as risk
associated with expected years of service, interest risk, and market (investment) risk.
(1) Details of defined benefit liabilities(assets) as of December 31,
2025 and 2024 are as follows:
(In millions of Korean won)
December 31,
2025
December 31,
2024
Present value of defined benefit obligations
W
3,447,188
W
3,125,802
Fair value of plan assets
(4,933,932
)
(4,211,967
)
Net defined benefit liabilities(assets)
W
(1,486,744
)
W
(1,086,165
)
Defined benefit liabilities
W
66,144
W
68,090
Employee benefit assets 1
W
1,552,888
W
1,154,255
1
The Parent Company and certain subsidiaries’ fair value of plan assets in excess of the present value of defined
benefit obligations, presented as employee benefit assets, amounted to W 1,552,888 million and W 1,154,255 million as of December 31, 2025 and 2024, respectively.
F-56
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
19. Defined Benefit
Liabilities (Assets), Continued
(2) Principal actuarial assumptions as of December 31, 2025 and 2024 are as follows:
December 31,
2025 (%)
December 31,
2024 (%)
Discount rate for defined benefit obligations
4.08 ~ 5.64
3.46 ~ 5.07
Expected rate of salary increase
3.00 ~ 6.04
3.50 ~ 6.84
(3)
Weighted average durations of defined benefit obligations as of December 31, 2025 and 2024 are 10.96 years and 11.57
years, respectively.
(4)
Changes in defined benefit obligations for the years ended December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
2025
2024
Beginning balance
W
3,125,802
W
2,511,541
Current service cost
293,157
244,640
Past service cost
(5,404
)
2,965
Interest expense
153,278
144,914
Transfer from associates
(7,355
)
3,069
Remeasurements:
73,063
343,386
Demographic assumption
4,910
33,869
Financial assumption
(119,948
)
238,461
Adjustment based on experience
188,101
71,056
Benefits paid
(185,615
)
(125,654
)
Others
262
941
Ending balance
W
3,447,188
W
3,125,802
(5)
Changes in plan assets for the years ended December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
2025
2024
Beginning balance
W
4,211,967
W
3,851,623
Contributions
736,528
269,436
Interest income
208,769
223,602
Transfer from associates
(4,983
)
2,672
Benefits paid
(183,803
)
(108,727
)
Remeasurements
(33,700
)
(26,751
)
Others
(846
)
112
Ending balance
W
4,933,932
W
4,211,967
F-57
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
19. Defined Benefit
Liabilities (Assets), Continued
(6)
The amounts recognized in profit or loss for the years ended December 31, 2025, 2024 and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Current service cost
W
293,157
W
244,640
W
229,788
Past service cost
(5,404
)
2,965
4,323
Net interest income
(55,491
)
(78,688
)
(82,141
)
W
232,262
W
168,917
W
151,970
(7)
The amounts in which defined benefit plan related expenses are included for the years ended December 31, 2025, 2024
and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Cost of sales
W
129,160
W
83,640
W
76,187
Selling and administrative expenses
47,250
41,440
35,537
Research and development expenses and other
55,852
43,837
40,246
W
232,262
W
168,917
W
151,970
(8)
Details of plan assets as of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
2025
2024
Deposits
W
4,825,314
W
4,210,840
Others
108,618
1,127
W
4,933,932
W
4,211,967
Actual return on plan assets for the years ended December 31, 2025, 2024 and 2023 amounted to W 175,069 million, W 196,851 million and W 190,641 million, respectively.
(9)
As of December 31, 2025, the Group funded defined benefit obligations through insurance plans with Mirae Asset Life
Insurance Co., Ltd. and other insurance companies. The Group’s reasonable estimation of contribution to the plan assets for the year ending December 31, 2026 is
W 848,730 million under the assumption that the Group maintains the defined benefit plan.
F-58
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
19. Defined Benefit
Liabilities (Assets), Continued
(10)
The sensitivity analysis of the defined benefit obligations as of December 31, 2025 to changes in the principal
assumptions is as follows:
(In millions of Korean won)
Effects on defined
benefit obligation
Increase
of rate
Decrease
of rate
Discount rate (if changed by 1% point)
W
(331,254
)
W
388,314
Expected salary increase rate (if changed by 1% point)
394,054
(341,465
)
The sensitivity analysis above was calculated under the assumption that other assumptions were constant. The sensitivity of defined
benefit liabilities to changes in major actuarial assumptions was calculated using the same predictive unit approach used to calculate defined benefit liabilities recognized in the statement of financial position.
(11)
In addition to defined benefit plans, the Group also operates defined contribution plans. Contributions to defined
contribution plans amounting to W 19,637 million (2024:
W 13,350 million and 2023: W 9,903)
were recognized as cost for the year ended December 31, 2025.
20. Deferred Income Tax
(1)
Changes in deferred income tax assets and liabilities for the years ended December 31, 2025 and 2024 without taking
into consideration the offsetting of balances within the same tax authority, are as follows:
(In millions of Korean won)
2025
Beginning
Profit
or loss
Equity
Foreign
exchange
differences
Ending
Inventories, net
W
332,496
(60,848
)
—
(99
)
W
271,549
Property, plant and equipment, net
219,328
250,083
—
11,162
480,573
Defined benefits liabilities, net
(309,437
)
(99,030
)
28,071
953
(379,443
)
Short-term and long-term investment assets and others
4,620
(2,900,523
)
—
—
(2,895,903
)
Employee benefits
121,216
276,813
—
(2,693
)
395,336
Provisions
(25,112)
(35,279
)
—
4,314
(56,077
)
Other assets and other liabilities
61,364
15,512
—
142
77,018
Accrued expenses
258,083
(69,847
)
—
—
188,236
Other financial liabilities
335,912
978,914
(809
)
(32
)
1,313,985
Others
90,378
(5,452
)
—
(56,601
)
28,325
Deferred tax assets for temporary differences, net
1,088,848
(1,649,657
)
27,262
(42,854
)
(576,401
)
Tax loss carryforwards recognized
42,781
(906
)
—
(113
)
41,762
Tax credit carryforwards recognized and others
1,462,078
2,353,881
—
9
3,815,968
Equity-settled share-based payments
—
18,069
112,700
—
130,769
Deferred tax assets recognized, net
W
2,593,707
721,387
139,962
(42,958
)
W
3,412,098
F-59
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
20. Deferred Income Tax,
Continued
(1)
Changes in deferred income tax assets and liabilities for the years ended December 31, 2025 and 2024 without taking
into consideration the offsetting of balances within the same tax authority, are as follows, Continued:
(In millions of Korean won)
2024
Beginning
Profit
or loss
Equity
Foreign
exchange
differences
Ending
Inventories, net
W
598,419
(266,611
)
—
688
W
332,496
Property, plant and equipment, net
104,570
53,737
—
61,021
219,328
Defined benefits liabilities, net
(358,931
)
(46,932
)
96,418
8
(309,437
)
Short-term and long-term investment assets and others
92,238
(87,618
)
—
—
4,620
Employee benefits
90,834
30,382
—
—
121,216
Provisions
5,173
(28,523
)
—
(1,762
)
(25,112
)
Other assets and other liabilities
26,162
35,902
—
(700
)
61,364
Accrued expenses
115,618
142,465
—
—
258,083
Other financial liabilities
258,670
77,024
(779
)
997
335,912
Others
36,325
26,995
—
27,058
90,378
Deferred tax assets for temporary differences, net
969,078
(63,179
)
95,639
87,310
1,088,848
Tax loss carryforwards recognized
1,270,086
(1,228,632
)
—
1,327
42,781
Tax credit carryforwards recognized and others
635,912
825,481
—
685
1,462,078
Deferred tax assets recognized, net
W
2,875,076
(466,330
)
95,639
89,322
W
2,593,707
(2)
As of December 31, 2025 and 2024, the temporary differences and others, for which no deferred tax assets
(liabilities) were recognized are as follows:
(In millions of Korean won)
December 31, 2025
December 31, 2024
Investments in subsidiaries, associates, and joint ventures and others:
Deductible temporary differences
W
10,861,746
W
11,642,857
Taxable temporary differences
(4,276,726
)
(2,427,114
)
Other deductible temporary differences
3,633,879
3,800,846
10,218,899
13,016,589
Tax losses and others 1
W
3,488,375
W
4,712,492
1
As of December 31, 2025 and 2024, the amount and maturity of tax loss carryforwards and tax credit carryforwards that
are not recognized as deferred tax assets are as follows:
(In millions of Korean won)
December 31, 2025
December 31, 2024
Amount
Maturity
Amount
Maturity
Tax losses
W
847,567
2026~2030
W
678,443
2025~2030
8,093
2031~2036
9,095
2031~2036
417,707
2037~2045
432,927
2037~2043
2,100,709
—
3,479,716
—
Tax credits
6,121
2026~2030
4,688
2025~2030
8,716
2031~2039
3,003
2031~2034
51,012
2042~2044
65,350
2042~2044
48,450
—
39,270
—
F-60
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
20. Deferred Income Tax,
Continued
(3)
Details of period when the deferred income tax assets (liabilities) are expected to be recovered (settled) as of
December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
December 31,
2025
December 31,
2024
Deferred income tax assets to be recovered after more than 12 months
W
6,165,228
W
2,973,435
Deferred income tax assets to be recovered within 12 months
2,594,722
2,096,919
Deferred income tax assets recognized
8,759,950
5,070,354
Deferred income tax liabilities to be settled after more than 12 months
(5,307,021
)
(2,472,027
)
Deferred income tax liabilities to be settled within 12 months
(40,831
)
(4,620
)
Deferred income tax liabilities recognized
W
(5,347,852
)
W
(2,476,647
)
Net income deferred tax assets recognized
W
3,412,098
W
2,593,707
21. Derivative Financial Instruments
(1)
Currency and interest rate swap
(a)
Details of derivative financial instruments applying cash flow hedge accounting as of December 31, 2025 are as
follows:
(In millions of Korean won and thousands of foreign currencies)
Hedged items
Hedging instruments
Borrowing
date
Financial instrument
Hedged risk
Type of contract
Financial
institution
Contract
period
2019.10.02
Foreign currency denominated borrowing for equipment with floating rate
(Par value: USD 125,000)
Foreign currency risk and interest rate risk
Floating-to-fixed
cross currency interest rate swap
Korea Development Bank
2019.10.02 ~
2026.10.02
2025.10.02
Foreign currency denominated borrowing for equipment with floating rate (Par value: USD 14,000)
Foreign currency risk and interest rate risk
Floating-to-fixed cross currency interest rate swap
Shinhan Bank
2025.10.02 ~
2029.10.02
2023.01.17
Foreign currency denominated bond with fixed rate
(Par value: USD 750,000)
Foreign currency risk
Fixed-to-fixed
cross currency swap
Kookmin Bank and others
2023.01.17 ~
2026.01.17
2023.04.04
Borrowing for equipment with floating rate
(Par value: KRW 100,000)
Interest rate risk
Interest rate swap
Woori Bank
2023.04.04 ~
2028.04.04
2024.03.07
Borrowing for equipment with floating rate
(Par value: KRW 248,800)
Interest rate risk
Interest rate swap
Shinhan Bank
2024.03.07 ~
2027.10.18
F-61
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
21. Derivative Financial
Instruments, Continued
(b)
The fair value of derivative financial assets and derivative financial liabilities held by the Group are presented in
other financial assets and other financial liabilities in the consolidated financial statements of financial position as of December 31, 2025, and the details are as follows:
(In millions of Korean won and thousands of foreign currencies)
Type of contract
Hedged items
Cash flow
hedge
Fair value
Fixed-to-fixed cross
currency swap
Foreign currency denominated bond with fixed rate
(Par value: USD 750,000)
W
162,969
W
162,969
Floating-to-fixed cross
currency interest rate swap
Foreign currency denominated borrowing for equipment with floating rate
(Par value: USD
139,000)
32,898
32,898
Derivative financial assets
W
195,867
Interest rate swap
Borrowing for equipment with floating rate
(Par value: KRW 348,800)
W
2,826
W
2,826
Derivative financial liabilities
W
2,826
As of December 31, 2025, changes of fair value of the derivative are recognized in other comprehensive income or loss as all of
designated hedging instruments are all effective against risks. And reclassified from other comprehensive income to profit and loss is amounting to
W 11,254 million (2024:
W 249,435 million and 2023:
W 123,197 million) for the year ended December 31, 2025.
(2) Embedded Derivatives
The details of the embedded derivatives held by the Group
presented in other financial liabilities in the consolidated financial statements of financial position as of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
Derivative financial liabilities
December 31,
2025
December 31,
2024
Fair value
Embedded Derivatives 1
W
4,911,677
W
1,738,962
W
4,911,677
1
Embedded derivatives are conversion right, call option, and put options granted on exchangeable bonds issued by the Group
on April 11, 2023 (see note 16).
(3) Option Contract
The Group had a call option to purchase shares of Skyhigh Memory Ltd., held by Cypress at book value through a contract with Cypress, a
non-controlling shareholder as of December 31, 2024. Due to the exercise of the call option, there are no call options as of December 31, 2025.
(In millions of Korean won)
Derivative financial assets
December 31,
2025
December 31,
2024
Fair value
Call options
W
—
W
8,692
W
—
F-62
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
21. Derivative Financial
Instruments, Continued
(4) Currency Forward Contracts
The
Group enters into currency forward contracts to minimize accounting profits and losses arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies other than USD, but hedge accounting is not applied. The
details of the derivatives related to currency forward contracts held by the Group presented in other financial assets and other financial liabilities in the consolidated financial statements of financial position as of December 31, 2025 and 2024
are as follows:
(In millions of Korean won)
December 31, 2025
December 31, 2024
Assets
Liabilities
Assets
Liabilities
Current derivatives:
Currency forwards
W
62
W
277
W
—
W
—
22. Capital Stock, Capital Surplus, Other Equity and Accumulated Other Comprehensive Income
(1)
The Parent Company has 9,000,000,000 authorized shares and the face value per share is W 5,000 as of December 31, 2025. The number of shares issued, common stock, capital surplus and other equity as of December 31, 2025 and
2024, are as follows:
(In millions of Korean won and shares)
December 31,
2025
December 31,
2024
Issued shares 1
728,002,365
728,002,365
Capital stock:
Common stock
W
3,657,652
W
3,657,652
Capital surplus:
Additional paid-in capital
W
3,625,797
W
3,625,797
Others 2
5,327,917
861,326
W
8,953,714
W
4,487,123
Other equity:
Acquisition cost of treasury shares 2
W
(1,499,954
)
W
(2,221,277
)
Share options
64,018
48,760
Others
87,338
(19,032
)
W
(1,348,598
)
W
(2,191,549
)
Accumulated other comprehensive income:
Equity-accounted investees – share of other comprehensive income
W
252,064
W
278,804
Foreign operations – foreign currency
translation differences
2,416,253
2,246,876
Gain on valuation of derivatives
8,545
6,427
W
2,676,862
W
2,532,107
Number of treasury shares:
Number of treasury shares 2
26,310,845
38,963,634
1
The number of issued shares decreased due to share retirement from the past.
2
The Group disposed 12,652,789 treasury shares during 2025, and recognized gains on disposal of treasury shares of W 4,313,106 million.
F-63
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
22. Capital Stock, Capital
Surplus, Other Equity and Accumulated Other Comprehensive Income, Continued
(2)
The number of outstanding shares, which deducted treasury shares held by the Parent Company from listed issued shares, as
of December 31, 2025 and 2024, are as follows:
(In shares)
December 31, 2025
Listed
Shares
Treasury
Shares
Outstanding
Shares
The number of issued shares
728,002,365
26,310,845
701,691,520
(In shares)
December 31, 2024
Listed
Shares
Treasury
Shares
Outstanding
Shares
The number of issued shares
728,002,365
38,963,634
689,038,731
23. Retained Earnings and Dividends
(1)
Retained earnings as of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
December 31,
2025
December 31,
2024
Legal reserve 1
W
845,040
W
693,015
Discretionary reserve 2
235,507
235,507
Unappropriated retained earnings 3
105,496,001
64,489,539
W
106,576,548
W
65,418,061
1
The Commercial Code of the Republic of Korea requires the Parent Company to appropriate for each financial period, as a
legal reserve, an amount equal to a minimum of 10% of cash dividends paid until such reserve equals 50% of its issued capital stock. The reserve is not available for cash dividends payment but may be transferred to capital stock or used to reduce
accumulated deficit.
2
Discretionary reserve is the reserve for technology development.
3
Dividends amounting to
W 900,209 million, which were approved at shareholders’ meeting held on March 27, 2025,
W 258,905 million, which were approved at board of directors’ meeting held on April 23, 2025, W 258,921 million, which were approved at board of directors’ meeting held on July 23, 2025, and W 263,132 million, which were approved at board of directors’ meeting held on October 29, 2025 were distributed as of December 31,
2025.
(2)
Dividends
(a)
Details of dividends for the years ended December 31, 2025, 2024 and 2023 are as follows:
(In millions of Korean won and in thousands of shares)
2025
2024
2023
Type of dividends
Cash Dividends
Cash Dividends
Cash Dividends
Outstanding ordinary shares
708,077
690,345
688,139
Par value (in won)
W
5,000
W
5,000
W
5,000
Dividend rate
60.00
%
44.08
%
24.00
%
Total dividends
W
2,108,601
W
1,520,090
W
825,721
F-64
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
23. Retained Earnings and
Dividends, Continued
(2)
Dividends, Continued
(b)
Dividend payout ratio for the years ended December 31, 2025, 2024 and 2023 is as follows:
(In millions of Korean won)
2025
2024
2023
Dividends
W
2,108,601
W
1,520,090
W
825,721
Profit attributable to owners of the Parent Company
42,919,287
19,788,681
(9,112,428
)
Dividend payout ratio 1
4.91
%
7.68
%
—
1
As the dividend payout ratio was calculated as negative (-) due to loss attributable to owners of the Parent Company for
the year ended December 31, 2023, it is not stated.
(c)
Dividend yield ratio for the years ended December 31, 2025, 2024 and 2023 is as follows:
(In Korean won)
2025
2024
2023
Dividends per share
W
3,000
W
2,204
W
1,200
Closing stock price
651,000
173,900
141,500
Dividend yield ratio
0.46
%
1.27
%
0.85
%
24. Revenue
(1)
Details of the Group’s revenue for the years ended December 31, 2025, 2024 and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Sale of goods and other products
W
97,024,278
W
66,100,890
W
32,680,033
Providing services
122,397
92,070
85,686
W
97,146,675
W
66,192,960
W
32,765,719
(2)
Details of the Group’s revenue by product and service types for the years ended December 31, 2025, 2024 and
2023 are as follows:
(In millions of Korean won)
2025
2024
2023
DRAM
W
74,904,134
W
44,731,664
W
20,768,662
NAND Flash
20,690,084
19,274,112
9,653,061
Others
1,552,457
2,187,184
2,343,996
W
97,146,675
W
66,192,960
W
32,765,719
F-65
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
24. Revenue, Continued
(3)
The Group’s revenue information by region based on the location of selling entities for the years ended
December 31, 2025, 2024 and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Korea
W
1,932,342
W
1,904,112
W
2,033,857
U.S.A.
66,885,115
41,961,072
15,390,229
China
19,136,237
15,533,563
10,110,084
Asia (other than China)
7,215,598
5,381,439
4,296,937
Europe
1,977,383
1,412,774
934,612
W
97,146,675
W
66,192,960
W
32,765,719
(4)
Details of the Group’s revenue by the timing of revenue recognition during the years ended December 31, 2025,
2024 and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Performance obligations satisfied at a point in time
W
97,024,278
W
66,100,890
W
32,680,033
Performance obligations satisfied over time
122,397
92,070
85,686
W
97,146,675
W
66,192,960
W
32,765,719
25. Selling and Administrative Expenses and Research and Development Expenses
(1)
Selling and administrative expenses for the years ended December 31, 2025, 2024 and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Selling and administrative expenses:
Salaries
W
1,859,324
W
1,257,824
W
829,260
Defined benefit plan
47,250
41,440
35,537
Employee benefits
279,156
234,562
220,675
Commission
786,867
773,853
769,489
Depreciation
295,423
302,775
304,389
Amortization
483,516
256,853
282,685
Freight and custody charges
62,890
54,473
53,680
Taxes and dues
137,546
100,974
85,672
Advertising
147,962
123,462
83,575
Supplies
124,620
112,233
120,607
Sales promotion expenses
298,690
216,473
117,811
Quality control costs
(4,265
)
48,465
146,604
Training
96,104
73,775
78,984
Others
403,751
327,324
317,190
W
5,018,834
W
3,924,486
W
3,446,158
F-66
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
25. Selling and
Administrative Expenses and Research and Development Expenses, Continued
(2)
Research and development expenses for the years ended December 31, 2025, 2024 and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Research and development expenses:
Expenditure on research and development
W
6,732,527
W
4,854,065
W
4,101,257
Development cost capitalized
(266,890
)
(417,724
)
(350,550
)
W
6,465,637
W
4,436,341
W
3,750,707
26. Expenses by Nature
Nature of expenses
for the years ended December 31, 2025, 2024 and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Changes in finished goods,
work-in-process, and others
W
(475,883
)
W
19,983
W
1,769,061
Raw materials, supplies and consumables
12,097,207
10,574,809
9,547,151
Salaries, employee benefits and others
12,176,694
8,215,773
5,406,915
Depreciation and amortization
13,889,639
12,544,767
13,619,161
Commission
4,068,126
3,536,261
3,133,975
Utilities
3,053,958
2,817,646
2,563,624
Repair
2,937,517
2,366,654
1,763,270
Outsourcing
2,192,002
1,865,024
1,496,271
Others
397,872
1,240,758
1,534,757
Transfer: capitalized development cost and others
(396,776
)
(456,034
)
(338,153
)
Total 1
W
49,940,356
W
42,725,641
W
40,496,032
1
Total expenses consist of cost of sales, selling and administrative expenses and research and development expenses.
F-67
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
27. Finance Income and Expenses
Finance income and expenses for the years ended December 31, 2025, 2024, and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Finance Income:
Interest income
W
494,327
W
344,814
W
216,429
Dividend income
940,739
29,313
13,392
Foreign exchange differences 1
2,738,019
4,220,985
1,903,535
Gain on valuation of financial instruments
12,012,137
89,254
30,406
Gain on disposal of financial instruments
187,868
162,023
84,220
Gain on derivatives
390
8,693
13,819
16,373,480
4,855,082
2,261,801
2025
2024
2023
Finance Expenses:
Interest expense
W
923,703
W
1,345,239
W
1,468,273
Foreign exchange differences 2
3,186,451
3,952,159
2,222,368
Loss on valuation of financial instruments
27,913
293,719
1,488,321
Loss on derivatives
8,365,976
103,229
914,201
Others
955
13,651
4
12,504,998
5,707,997
6,093,167
Net finance income (expenses)
W
3,868,482
W
(852,915
)
W
(3,831,366
)
1
The foreign exchange differences gain from long-term investment assets amounting to W 0 million (2024: W 94,839 million and
2023: W 1,069 million) are included for the year ended December 31, 2025.
2
The foreign exchange differences loss from long-term investment assets amounting to W 247,087 million (2024: W 0 million and 2023: W 224,756 million) are included for the year ended December 31, 2025.
28. Other Income and Expenses
(1)
Other income for the years ended December 31, 2025, 2024 and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Reversal on impairment of intangible assets
W
20
W
34
W
323,772
Gain on disposal of property, plant and equipment
97,688
70,082
249,647
Gain on disposal of non-current assets held for sale
29,456
1,316,592
—
Gain on disposal of subsidiaries
295
35,861
—
Others
205,818
54,010
50,448
W
333,277
W
1,476,579
W
623,867
F-68
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
28. Other Income and
Expenses, Continued
(2)
Other expenses for the years ended December 31, 2025, 2024 and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Donation
W
84,884
W
82,954
W
65,234
Loss on impairment of property, plant and equipment
45,157
—
165,704
Loss on disposal of property, plant and equipment
43,813
17,686
74,222
Loss on impairment of intangible assets
38,072
281
167,079
Loss on disposal of intangible assets
38,663
9,366
15,663
Depreciation expenses on assets not in use
40,491
36,769
54,515
Others
86,893
20,332
192,648
W
377,973
W
167,388
W
735,065
29. Income Tax Expense (Benefit)
(1)
Income tax expense (benefit) for the years ended December 31, 2025, 2024 and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Current tax:
Current tax on profits for the year
W
8,262,910
W
3,736,506
W
321,949
Adjustments for income tax expense attributable to prior year, but recognized in current year
(23,873
)
(115,414
)
(253,962
)
Pillar 2 tax
—
1,026
—
8,239,037
3,622,118
67,987
Deferred tax:
Changes in net deferred tax assets, tax loss carryforwards and others
(721,387
)
466,330
(2,588,256
)
Income tax expense (benefit)
W
7,517,650
W
4,088,448
W
(2,520,269
)
(2)
The relationship between income tax expense (benefit) and accounting profit for the years ended December 31, 2025,
2024 and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Profit (loss) before income tax
W
50,465,552
W
23,885,350
W
(11,657,816
)
Tax calculated at domestic tax rates applicable to profits in the respective countries
13,738,957
6,009,019
(2,731,494
)
Tax effects of:
Tax-exempt income
(977,567
)
(103,356
)
(55,316
)
Non-deductible expenses
516,293
212,291
91,091
Change in unrecognized deferred tax assets
(259,556
)
63,865
976,261
Tax credits
(5,262,773
)
(1,868,839
)
(585,050
)
Adjustments for income tax expense attributable to prior year, but recognized in current year
(23,873
)
(115,414
)
(253,962
)
Others
(213,831
)
(109,118
)
38,201
Income tax expense (benefit)
W
7,517,650
W
4,088,448
W
(2,520,269
)
F-69
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
29. Income Tax Expense
(Benefit), Continued
(3)
Income taxes recognized in other comprehensive income (loss) for the years ended December 31, 2025, 2024 and 2023
are as follows:
(In millions of Korean won)
2025
2024
2023
Remeasurements of defined benefit liabilities
W
28,071
W
96,418
W
5,200
Loss(gain) on valuation of derivatives
(809
)
(779
)
7,991
Gain on disposal of treasury shares
(1,547,092
)
(27,259
)
(4,866
)
Equity-settled share-based payment
112,700
—
—
W
(1,407,130
)
W
68,380
W
8,325
(4)
Impact of introduction of the International Tax Reform—Pillar Two Model Rules
Under the International Tax Reform(Pillar Two Model Rules) legislation, the Group is liable to pay a top-up tax for the
difference between their GloBE effective tax rate per jurisdiction of the Parent Company and its subsidiaries, and the 15% minimum rate from 2024.
Based on the
relevant detailed regulations, all companies within the consolidated entity have a GloBE effective tax rate of higher than 15% in the relevant country, and there is no Pillar 2 income tax expense is recognized for the year ended December 31,
2025 (2024: W 1,026 million).
30. Earnings (loss)
per Share
Basic earnings (loss) per share is calculated by dividing the profit (loss) attributable to ordinary shareholders of the Parent Company by the
weighted average number of outstanding ordinary shares for the years ended December 31, 2025, 2024 and 2023.
(1)
Basic earnings (loss) per share for the years ended December 31, 2025, 2024 and 2023 are as follows:
(In millions of won, except for shares
and per share information)
2025
2024
2023
Profit (loss) attributable to ordinary shareholders of the Parent Company
W
42,919,287
W
19,788,681
W
(9,112,428
)
Weighted average number of outstanding ordinary
shares 1
691,755,200
688,730,603
688,051,238
Basic earnings (loss) per share (in Korean won)
W
62,044
W
28,732
W
(13,244
)
1
Weighted average number of outstanding ordinary shares is calculated as follows:
(In shares)
2025
2024
2023
Issued ordinary shares
728,002,365
728,002,365
728,002,365
Acquisition of treasury shares
(36,247,165
)
(39,271,762
)
(39,951,127
)
Weighted average number of outstanding ordinary shares
691,755,200
688,730,603
688,051,238
F-70
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
30. Earnings (loss) per
Share, Continued
(2)
Diluted earnings (loss) per share for the years ended December 31, 2025, 2024 and 2023 are as follows:
(In millions of Korean won, except for
shares and per share information)
2025
2024
2023
Profit (loss) attributable to ordinary shareholders of the Parent Company
W
42,919,287
W
19,788,681
W
(9,112,428
)
Adjustment:
Changes in profit (loss) attributable to ordinary shareholders of the Parent Company due to the exercise of
Restricted Stock Units (RSUs) related to subsidiaries
(21,231
)
(29,846
)
—
Interest expense(After-tax)
83,069
82,364
—
Loss (Gain) on foreign currency translation(After-tax)
(36,415
)
331,349
—
Diluted profit (loss) attributable to ordinary shareholders of the Parent Company
42,944,710
20,172,548
(9,112,428
)
Weighted average number of diluted outstanding ordinary
shares 1
711,266,733
709,834,641
688,051,238
Diluted earnings (loss) per share (in Korean won)
W
60,378
W
28,419
W
(13,244
)
1
Weighted average number of diluted outstanding ordinary shares is calculated as follows:
(In shares)
2025
2024
2023
Weighted average number of outstanding ordinary shares
691,755,200
688,730,603
688,051,238
Share options
912,230
957,919
—
Exchangeable bond
18,599,303
20,146,119
—
Weighted average number of diluted outstanding ordinary shares 1
711,266,733
709,834,641
688,051,238
1
There was a potential dilutive effect of 20,126,911 shares due to the issuance of exchangeable bonds, but it was not
considered when calculating diluted earnings (loss) per share due to the antidilution during the year ended December 31, 2023.
F-71
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
31. Transactions with Related Parties and Others
(1)
Details of related parties as of December 31, 2025 are as follows:
Type
Name of related parties
Associates
Stratio, Inc., SK China Company Limited, Gemini Partners Pte. Ltd., TCL Fund,
SK South East Asia Investment Pte. Ltd.,
Hushan Xinju (Chengdu) Venture Investment
Center (Smartsource),
Prume Social Farm, Co., Ltd., Wuxi xinfa IC industry park., Ltd.,
Mirae Asset Committee Semiconductor No.1 Startup Venture Private Equity Investment Co., Ltd.,
L&S (No.10) Early Stage III Investment Association,
SiFive Inc., YD-SK-KDB Social Value,
Ningbo Zhongxin Venture Capital Partnership (Limited Partnership),
Jiangsu KVTS Semiconductor science and
Technology Co., Ltd., SAPEON Inc.,
SK Japan Inc., SK Americas, Inc.
Joint ventures
HITECH Semiconductor (Wuxi) Co., Ltd., SK hynix system ic (Wuxi) Co., Ltd., and its subsidiaries,
Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor,
Specialized Investment-type Private Equity Investment Trust For Win-win System
Semiconductor,
Semiconductor Ecosystem Fund
Other related parties
SK Square Co., Ltd., which has significant influence over the Group, and its subsidiaries,
SK Holdings Co., Ltd., which has control over SK Square Co., Ltd., and its subsidiaries
(2)
Significant transactions with related parties for the years ended December 31, 2025, 2024 and 2023 are as follows:
(In millions of
Korean won)
For the year ended December 31, 2025
Company
Sales and
others
Purchase
and others
Asset
acquisition
Associates
SK China Company Limited
W
13
W
11,041
W
—
Prume Social Farm, Co., Ltd.
—
70
—
SK Japan Inc. (formerly, SK telecom Japan Inc.)
11
3,251
—
Joint ventures
HITECH Semiconductor (Wuxi) Co., Ltd.
14,053
789,250
225,459
SK hynix system ic (Wuxi) Co., Ltd.
8,672
—
—
SK hynix system ic Wuxi solutions Inc.
19,013
271
—
Wuxi xinfa IC industry park., Ltd
—
101
—
Other related parties
SK Telecom Co., Ltd.
62,791
56,253
12,177
SK Holdings Co., Ltd.1
23,589
369,430
337,143
ESSENCORE Limited
2,726,387
—
—
SK Ecoplant Co., Ltd.
57,967
215
4,707,561
SK Energy Co., Ltd.
47,921
132,546
—
SK Networks Co., Ltd.
4,287
5,155
249
SK enpulse Co., Ltd.
807
28,977
—
Chungcheong energy service Co., Ltd.
164
45,877
71
SK Specialty Co., Ltd.
1,017
26,810
—
SK Siltron Co., Ltd.
39,232
502,707
—
SK Airplus Inc. (formerly, SK Materials Airplus Inc.)
5,283
110,780
75,832
Techdream Co., Ltd.
—
148,938
—
SK Tri Chem Co., Ltd.
889
147,021
—
SK Shieldus Co., Ltd.
893
116,142
32,067
SK Innovation Co., Ltd.
6,796
86,171
—
SK Square Co., Ltd.
75
—
—
SK REIT Co., Ltd.
—
6,025
284
Clean Industrial REIT Co., Ltd.
—
27,318
1,903
FSK L&S Co., Ltd.
70
40,293
2,898
PRISM Energy International Pte. Ltd.
—
818,419
—
Others
142,907
313,515
97,867
W
3,162,837
W
3,786,576
W
5,493,511
1
Royalty expense for the use of the SK brand for the year ended December 31, 2025 is included .
F-72
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
31. Transactions with
Related Parties and Others, Continued
(2)
Significant transactions with related parties for the years ended December 31, 2025, 2024 and 2023 are as follows,
Continued:
(In millions of Korean won)
Company
For the year ended December 31, 2024
Sales
and others
Purchase
and others
Asset
acquisition
Associates
SK China Company Limited
W
3
W
11,964
W
—
Prume Social Farm, Co., Ltd.
—
101
—
SK Japan Inc. (formerly, SK telecom Japan Inc.)
—
3,496
—
Joint ventures
HITECH Semiconductor (Wuxi) Co., Ltd.
11,307
697,217
26,445
SK hynix system ic (Wuxi) Co., Ltd. 1
2,271
—
—
SK hynix system ic Wuxi solutions
Inc. 2
4,505
—
—
Hystars Semiconductor (Wuxi) Co.,
Ltd. 3
—
11,725
40,415
Other related parties
SK Telecom Co., Ltd.
111,225
51,816
5,474
SK Holdings Co., Ltd. 4
19,611
281,501
100,051
ESSENCORE Limited
643,886
—
—
SK Ecoplant Co., Ltd.
29,913
5
1,067,550
SK Energy Co., Ltd.
45,687
100,100
—
SK Networks Co., Ltd.
7,045
4,756
1,477
SK enpulse Co., Ltd. (formerly, SKC Solmics Co., Ltd.)
405
62,439
1,496
Chungcheong energy service Co., Ltd.
43
46,805
61
SK Specialty Co., Ltd. (formerly, SK Materials Co., Ltd.)
5,173
109,967
—
SK Siltron Co., Ltd.
37,248
440,230
—
SK Airplus Inc. (formerly, SK Materials Airplus Inc.)
811
104,504
145,563
Techdream Co., Ltd.
—
113,651
—
SK Tri Chem Co., Ltd.
1,079
151,943
—
SK Shieldus Co., Ltd.
833
106,561
19,998
SK Innovation Co., Ltd.
10,650
57,720
78
SK Square Co., Ltd.
50
—
—
SK REIT Co., Ltd.
—
6,833
11,165
Clean Industrial REIT Co., Ltd.
—
29,300
8,985
FSK L&S Co., Ltd.
73
48,337
4,198
SK E&S Co., Ltd.
111
27,263
1,455
SK LNG Trading Pte., Ltd.
—
591,128
37,826
Others
182,052
277,656
257,649
W
1,113,981
W
3,337,018
W
1,729,886
1
Including transactions only after classification as a joint venture.
2
Subsidiary of SK hynix system ic (Wuxi) Co., Ltd., which was incorporated as a joint venture during the year ended
December 31, 2024.
3
Hystars Semiconductor (Wuxi) Co., Ltd. was incorporated as a subsidiary of SK hynix system ic (Wuxi) Co., Ltd., during the
year ended December 31, 2024.
4
Royalty expense for the use of the SK brand for the year ended December 31, 2024 is included .
F-73
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
31. Transactions with
Related Parties and Others, Continued
(2)
Significant transactions with related parties for the years ended December 31, 2025, 2024 and 2023 are as follows,
Continued:
(In millions of Korean won)
Company
For the year ended December 31, 2023
Sales
and others
Purchase
and others
Asset
acquisition
Associates
SK China Company Limited
W
38
W
13,505
W
—
Prume Social Farm, Co., Ltd.
—
112
—
SK telecom Japan Inc.
—
84
2,496
Joint ventures
HITECH Semiconductor (Wuxi) Co., Ltd.
6,109
711,627
82,994
Hystars Semiconductor (Wuxi) Co., Ltd.
46
15,639
38,637
Other related parties
SK Telecom Co., Ltd.
110,932
51,803
6,281
SK Holdings Co., Ltd. 1
19,679
282,827
39,704
ESSENCORE Limited
754,144
—
—
SK Ecoplant Co., Ltd.
33,791
176
464,685
SK Energy Co., Ltd.
63,220
140,614
18,700
SK Networks Co., Ltd.
7,030
5,282
974
SK enpulse Co., Ltd. (formerly, SKC Solmics Co., Ltd.)
1,021
131,140
97
Chungcheong energy service Co., Ltd.
17
54,931
5
SK Specialty Co., Ltd. (formerly, SK Materials Co., Ltd.)
5,081
134,057
—
SK Siltron Co., Ltd.
36,555
416,726
—
SK Airplus Inc. (formerly, SK Materials Airplus Inc.)
458
64,089
88,105
Techdream Co., Ltd.
—
122,486
—
SK Tri Chem Co., Ltd.
893
142,710
—
SK Shieldus Co., Ltd.
3,701
99,021
13,699
SK Innovation Co., Ltd.
18,202
72,414
35
SK Square Co., Ltd.
106
—
—
SK REIT Co., Ltd.
—
7,183
—
Clean Industrial REIT Co., Ltd 2
1,120,315
7,938
495,320
FSK L&S Co., Ltd.
63
44,174
2,199
SK E&S Co., Ltd.
198
15,849
1,951
SK LNG Trading Pte., Ltd.
—
214,582
14,143
Others
258,573
225,155
165,650
W
2,440,172
W
2,974,124
W
1,435,675
1
Royalty expense for the use of the SK brand for the year ended December 31, 2023 is included.
2
Sales and others to Clean Industrial REIT Co., Ltd for the year ended December 31, 2023 include proceeds from asset
disposal that amount to W 1,120,315 million.
The above related party transactions include transactions executed based on agreements executed in the course of the Group’s business activities such as purchase
or construction of property, plant and equipment, procurements of steam, gas and raw materials, and system developments and maintenance services.
F-74
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
31. Transactions with
Related Parties and Others, Continued
(3)
The balances from significant transactions as of December 31, 2025 and 2024 are as follows:
(In millions of Korean won)
Company
December 31, 2025
Trade
receivables
and others
Other
payables
and others
Associates
SK China Company Limited
W
5
W
9,372
Prume Social Farm, Co., Ltd.
—
8
SK Japan Inc. (formerly, SK telecom Japan Inc.)
620
3,242
TCL Fund
7,809
—
Joint ventures
HITECH Semiconductor (Wuxi) Co., Ltd.
664
374,408
SK hynix system ic (Wuxi) Co., Ltd.
261,110
—
SK hynix system ic Wuxi solutions Inc.
1,814
156
Hystars Semiconductor (Wuxi) Co., Ltd.
—
46,410
Other related parties
SK Telecom Co., Ltd.
845
23,483
SK Holdings Co., Ltd.
2,322
328,169
ESSENCORE Limited
1,012,569
—
SK Ecoplant Co., Ltd.
11,819
2,792,416
SK Energy Co., Ltd.
2,781
25,495
SK Networks Co., Ltd.
90
2,659
SK enpulse Co., Ltd.
—
705
Chungcheong energy service Co., Ltd.
7
6,330
SK Siltron Co., Ltd.
107,300
44,478
SK Airplus Inc. (formerly, SK Materials Airplus Inc.)
326
698,786
Techdream Co., Ltd.
—
4,918
SK Tri Chem Co., Ltd.
117
12,267
SK Shieldus Co., Ltd.
79
18,026
SK Innovation Co., Ltd.
917
4,142
SK Square Co., Ltd.
198
—
SK REIT Co., Ltd.
17,330
140,571
Clean Industrial REIT Co., Ltd
—
524,661
FSK L&S Co., Ltd.
4
5,382
PRISM Energy International Pte. Ltd.
—
215,472
Others
31,688
173,308
W
1,460,414
W
5,454,864
F-75
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
31. Transactions with
Related Parties and Others, Continued
(3)
The balances from significant transactions as of December 31, 2025 and 2024 are as follows, Continued:
(In millions of Korean won)
Company
December 31, 2024
Trade
receivables
and others
Other
payables
and others
Associates
SK China Company Limited
W
—
W
13,101
Prume Social Farm, Co., Ltd.
—
5
SK Japan Inc. (formerly, SK telecom Japan Inc.)
640
2,670
Joint ventures
HITECH Semiconductor (Wuxi) Co., Ltd.
457
401,028
SK hynix system ic (Wuxi) Co., Ltd.
129,832
—
SK hynix system ic Wuxi solutions Inc. 1
14,448
—
Hystars Semiconductor (Wuxi) Co., Ltd. 2, 3
—
195,422
Other related parties
SK Telecom Co., Ltd.
14,851
17,334
SK Holdings Co., Ltd.
2,270
171,624
ESSENCORE Limited
113,691
—
SK Ecoplant Co., Ltd.
5,917
719,843
SK Energy Co., Ltd.
3,836
26,851
SK Networks Co., Ltd.
204
5,744
SK enpulse Co., Ltd. (formerly, SKC Solmics Co., Ltd.)
46
14,861
Chungcheong energy service Co., Ltd.
7
6,997
SK Specialty Co., Ltd. (formerly, SK Materials Co., Ltd.)
619
10,165
SK Siltron Co., Ltd.
142,071
49,192
SK Airplus Inc. (formerly, SK Materials Airplus Inc.)
134
648,325
Techdream Co., Ltd.
—
2,629
SK Tri Chem Co., Ltd.
174
13,143
SK Shieldus Co., Ltd.
74
15,426
SK Innovation Co., Ltd.
1,382
3,468
SK Square Co., Ltd.
166
—
SK REIT Co., Ltd.
17,330
157,728
Clean Industrial REIT Co., Ltd
—
570,704
FSK L&S Co., Ltd.
11
5,416
SK LNG Trading Pte., Ltd.
—
87,931
Others
34,390
137,565
W
482,550
W
3,277,172
1
Subsidiary of SK hynix system ic (Wuxi) Co., Ltd., which was incorporated as a joint venture during the year ended
December 31, 2024.
2
Hystars Semiconductor (Wuxi) Co., Ltd. was incorporated as a subsidiary of SK hynix system ic (Wuxi) Co., Ltd., during the
year ended December 31, 2024.
3
Other payables and others include
W 163,897 million of borrowings.
F-76
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
31. Transactions with
Related Parties and Others, Continued
(4) Key management compensation
The Group considers registered directors who have authority and responsibility for planning, directing and controlling the activities of the Group as key management. The
compensation paid to key management for employee services for the years ended December 31, 2025 and 2024 is as follows:
(In millions of Korean won)
Details
2025
2024
2023
Salaries
W
8,458
W
7,410
W
6,469
Defined benefit plan related expenses
815
907
468
Share-based payments
9,436
2,733
10,847
W
18,709
W
11,050
W
17,784
(5)
The significant transactions between the Group and the companies that are in the same conglomerate group according to
‘ Fair Trade Law’ for the years ended December 31, 2025, 2024 and 2023 are as follows. These entities are not related parties according to IAS 24 Related Party Disclosures .
(In millions of Korean won)
2025
Name of entity
Sales
and others
Purchase
and others
Asset
acquisition
SK Chemicals Co., Ltd.
W
8,523
W
—
W
—
SK Bioscience Co., Ltd.
1,726
136
—
UNA Digital Inc.
—
4,886
—
SMCore. Inc
630
1,777
4,331
Korea Nexlene Company
5,381
—
—
Others
2,006
—
—
W
18,266
W
6,799
W
4,331
(In millions of Korean won)
2024
Name of entity
Sales
and others
Purchase
and others
Asset
acquisition
SK Chemicals Co., Ltd.
W
7,891
W
—
W
—
SK Bioscience Co., Ltd.
1,972
5
—
UNA Digital Inc.(formerly, ANTS Co., Ltd.)
6
13,556
—
SMCore. Inc
111
1,151
2,912
Korea Nexlene Company
5,007
—
—
Others
1,975
—
—
W
16,962
W
14,712
W
2,912
F-77
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
31. Transactions with
Related Parties and Others, Continued
(5)
The significant transactions between the Group and the companies that are in the same conglomerate group according to
‘ Fair Trade Law’ for the years ended December 31, 2025, 2024 and 2023 are as follows. These entities are not related parties according to IAS 24 Related Party Disclosures ., Continued
(In millions of Korean won)
2023
Name of entity
Sales
and others
Purchase
and others
Asset
acquisition
SK Chemicals Co., Ltd.
W
7,726
W
822
W
—
SK Bioscience Co., Ltd.
2,341
248
—
UNA Digital Inc.(formerly, ANTS Co., Ltd.)
6
10,989
—
SM Core Co., Ltd.
12
2,635
3,985
Korea Nexlene Company
4,665
—
—
Others
1,914
—
—
W
16,664
W
14,694
W
3,985
(6)
The balances of significant transactions between the Group and the companies that are in the same conglomerate group
designated by ‘ Fair Trade Law’ as of December 31, 2025 and 2024 are as follows. These entities are not related parties according to IAS 24 Related Party Disclosures .
(In millions of Korean won)
December 31, 2025
Name of entity
Trade receivables
and others
Other payables
and others
SK Chemicals Co., Ltd.
W
707
W
—
SK Bioscience Co., Ltd.
245
—
SMCore. Inc
18
5,637
Korea Nexlene Company
122
—
Others
178
—
W
1,270
W
5,637
(In millions of Korean won)
December 31, 2024
Name of entity
Trade receivables
and others
Other payables
and others
SK Chemicals Co., Ltd.
W
717
W
—
SK Bioscience Co., Ltd.
195
—
UNA Digital Inc.(formerly, ANTS Co., Ltd.)
—
187
SMCore. Inc
3
2,710
Korea Nexlene Company
277
—
Others
443
3
W
1,635
W
2,900
F-78
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
31. Transactions with
Related Parties and Others, Continued
(7)
The right-of-use assets and lease
liabilities recognized regarding the lease agreements with HITECH Semiconductor (Wuxi) Co., Ltd. and Hystars Semiconductor (Wuxi) Co., Ltd., a joint venture for the year ended December 31, 2025 increased by W 8,947 million (2024: W 68,623 million
increased) and increased by W 8,947 million(2024:
W 68,996 million increased), respectively, and lease payments to HITECH Semiconductor (Wuxi) Co., Ltd., and Hystars Semiconductor(Wuxi) Co.,
Ltd., a joint venture for the year ended December 31, 2025 amount to W 66,235 million (2024: W 84,155 million). The right-of-use assets and lease liabilities recognized regarding the lease agreements with
other related parties including SK Airplus Inc. (formerly, SK Materials Airplus Inc.) for the year ended December 31, 2025, increased by
W 110,681 million(2024:
W 174,063 million increased) and increased by
W 110,681 million (2024:
W 174,063 million increased), respectively, and lease payments to the other related parties including SK Airplus Inc. (formerly, SK
Materials Airplus Inc.) for the year ended December 31, 2025 amount to W 174,716 million (2024: W 166,381 million).
(8)
The Group provides a payment guarantee amounting to RMB 701 million to Wuxi Xinfa Group Co., Ltd. on behalf of
Hystars Semiconductor (Wuxi) Co., Ltd., a joint venture.
(9)
The establishment of the subsidiary is explained in Note 1, and the acquisitions and additional investments of associates
are explained in Note 11.
(10)
Financial transactions with related parties for the years ended December 31, 2025, 2024 and 2023 are as
follows :
(In millions of Korean won)
Company
For the year ended December 31, 2025
Dividend
received
Dividend
paid
Joint ventures
Hystars Semiconductor (Wuxi) Co., Ltd.
W
18,472
W
—
Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor,
591
—
Other related parties
SK Square Co., Ltd.
—
354,877
W
19,063
W
354,877
(In millions of Korean won)
Company
For the year ended December 31, 2024
Proceeds from
borrowings
Dividend
received
Dividend
paid
Associates
Mirae Asset Committee Semiconductor No.1 Startup Venture Private Equity Investment
Co., Ltd.
W
—
W
94
W
—
Joint ventures
Hystars Semiconductor (Wuxi) Co., Ltd.
120,084
—
—
HITECH Semiconductor (Wuxi) Co.,
Ltd. 1
—
17,064
—
Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor
—
3,107
—
Other related parties
SK Square Co., Ltd.
—
—
175,320
W
120,084
W
20,265
W
175,320
1
Hystars Semiconductor (Wuxi) Co., Ltd. was incorporated as a subsidiary of SK hynix system ic (Wuxi) Co., Ltd., during the
year ended December 31, 2024.
F-79
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
31. Transactions with
Related Parties and Others, Continued
(10)
Financial transactions with related parties for the years ended December 31, 2025, 2024 and 2023 are as follows,
Continued:
(In millions of Korean won)
Company
For the year ended December 31, 2023
Dividend
received
Dividend
paid
Joint venture
HITECH Semiconductor (Wuxi) Co., Ltd.
W
15,863
W
—
Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor,
153
—
Associate
Magnus Private Investment Co., Ltd.
262
—
Other related parties
SK Square Co., Ltd.
—
175,320
W
16,278
W
175,320
32. Commitments and Contingencies
(1)
Significant pending litigations and claims of the Group as of December 31, 2025 are as follows:
(a)
The antitrust investigation in China
The State Administration for Market Regulation of China initiated to investigate the violation of the antitrust law regarding major DRAM companies’ sales in China
in May 2018. The pending case currently is under investigation. As of December 31, 2025, the Group cannot predict the outcome of this investigation.
(b)
Other patent infringement claims and litigation
In addition to the above litigations, as of December 31, 2025, the Group is involved in various legal claims and litigation. In connection with those legal claims and
litigation for which no provision was recognized, management does not believe the Group has a present obligation, nor is it expected any of these claims or litigation will have a significant impact on the Group’s financial position or
operating results in the event an outflow of resources is ultimately necessary.
(2)
Back-end process service contract with HITECH Semiconductor (Wuxi) Co., Ltd.
(HITECH)
The Group has entered into an agreement with HITECH to be provided with back-end process service
by HITECH. The conditions of the service provided include package, package test, modules and others. According to the agreement, the Group has paid a certain level of guaranteed margin to HITECH as the Group has priority to use HITECH’s
equipment.
F-80
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
32. Commitments and
Contingencies, Continued
(3)
Assets provided as collateral
Details of assets provided as collateral as of December 31, 2025 are as follows:
(In millions of Korean won and millions of foreign currencies)
Book value
Pledged amount
Category
Amount
Currency
Amount
in USD
Amount
in KRW
Remark
Land and buildings
W
26,261
KRW
—
14,854
Borrowings
for
equipment
and others
Machinery
1,036,725
USD
600
860,940
KRW
—
1,480,000
USD
600
860,940
W
1,062,986
KRW
—
1,494,854
(In millions of Korean won and millions of foreign currencies)
Book value
Collateral liabilities amount
Category
Amount
Currency
Amount
in USD
Amount
in KRW
Remark
Land and buildings
W
26,261
KRW
—
1,393
Borrowings
for
equipment
and others
Machinery
1,036,725
USD
125
179,363
KRW
—
1,000,000
USD
125
179,363
W
1,062,986
KRW
—
1,001,393
(4)
Financing agreements
Details of credit lines with financial institutions as of December 31, 2025 are as follows:
(In millions of Korean won and millions of foreign currencies)
Financial
Institution
Commitment
Currency
Amount
The Parent Company
Hana Bank and others
Import finance and others including usance
USD
330
Comprehensive limit contract for import and export including usance
USD
1,690
Overdrafts with banks
KRW
20,000
Accounts receivable factoring contracts which have no right to recourse
KRW
30,000
SK hynix Semiconductor (China) Ltd.
Agricultural Bank of China and others
Import finance and others including usance
RMB
USD
950
490
SK hynix America Inc. and other sales entities
Citibank and others
Accounts receivable factoring contracts which have no right to recourse
USD
837
Domestic subsidiaries
Hana Bank and others
Import finance and others
KRW
29,500
Import finance and others including usance
USD
15
F-81
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
32. Commitments and
Contingencies, Continued
(5)
The Group’s commitments in relation to future capital expenditures on property, plant and equipment that
have not been recognized as of December 31, 2025 are W 6,667,863 million (as of December 31, 2024: W 8,837,748 million).
(6)
Investment in KIOXIA Holdings Corporation (“KIOXIA”)
In regard to the Group’s interests in KIOXIA through the investments in BCPE Pangea Intermediate Holdings Cayman, L.P. and BCPE Pangea Cayman2 Limited, the equity
interests in KIOXIA that the Group may hold, directly or indirectly, are limited to a certain percentage for a specified period following the acquisition. In addition, during the same restricted period, the Group is also prohibited from appointing
directors to KIOXIA and as a result, is unable to exercise significant influence over KIOXIA’s operations and management.
(7) Acquisition of the Intel NAND
business
The Group entered into a master purchase agreement with Intel Corporation (“Intel”) to acquire the entire NAND business of Intel excluding the
Optane division of Non-Volatile Memory Solutions Group during the year ended December 31, 2020. The business was transferred in two separate processes through overseas subsidiaries, with a total
transaction amount of USD 8,844 million. The Group paid KRW 7,843,437 million (USD 6,609 million) at the first deal closing, and the remaining KRW 3,079,783 million (USD 2,235 million) was paid in March 2025.
In the process of obtaining a conditional business combination approval for the Intel NAND business acquisition from the Chinese competition authority (Chinese State
Administration for Market Regulation) in connection with the first closing of the Intel NAND business completed during the year ended December 31, 2021, the Group was imposed with certain conditions, mainly including the obligation to maintain
a reasonable pricing policy, increase production and to support the entry of third-party competitors into the Chinese eSSD market. These obligations apply for a five-year period from December 2021. After the end of this period, the Group may apply
for a waiver of the conditions, and the Chinese State Administration for Market Regulation will determine whether to approve the waiver based on the competitive landscape of the Chinese eSSD market at that time.
(8)
The Group entered into supplier finance arrangements. In accordance with the arrangements, when the finance providers pay
the payables related to the Group’s trade and other payables to the suppliers, the Group pays the finance providers on the payment due date. In order for the finance providers to pay the payable, the Group had to have received the goods or
services and approved the invoices.
If suppliers choose early collection of payment, the finance providers pay the amount before the payment due
date. The Group settles the trade and other payables with the finance providers on the payment due date. All trade and other payables subject to the supplier finance arrangements are included in trade and other payables in the Group’s
consolidated statement of financial position. As of December 31, 2025, the amount paid to suppliers under the supplier finance arrangements is KRW 1,743,555 million. Meanwhile, the Group’s trade and other payables arising from supplier
finance arrangements are operating payables from ordinary purchase transactions; accordingly, changes in these balances are primarily driven by operating cash flows, and non-cash movements are not significant.
F-82
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
33. Cash Flows
(1)
Reconciliations between profit for the years and cash generated from operations for the years ended December 31,
2025, 2024 and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Profit (Loss) for the year Adjustment
W
42,947,902
W
19,796,902
W
(9,137,547
)
Income tax expense (benefit)
7,517,650
4,088,448
(2,520,269
)
Interest expense
923,703
1,345,239
1,468,273
Interest income
(494,327
)
(344,814
)
(216,429
)
Depreciation
13,099,311
11,985,337
12,730,450
Amortization
830,819
596,200
552,541
Defined benefit plan
231,904
170,659
152,374
Loss on foreign currency translation
946,742
2,244,407
906,120
Gain on foreign currency translation
(437,292
)
(1,892,306
)
(573,884
)
Gain on disposal of financial instruments
(187,868
)
(162,023
)
(84,220
)
Loss on disposal of property, plant and equipment
43,813
17,686
74,222
Gain on disposal of property, plant and equipment
(97,688
)
(70,082
)
(249,647
)
Share of loss
93,545
13,507
(15,061
)
Loss on impairment of intangible assets
38,072
281
167,079
Gain on valuation of financial instruments
(12,011,484
)
(89,254
)
(30,406
)
Loss on valuation of financial instruments
27,260
293,719
1,488,321
Loss on derivatives
8,365,586
94,538
900,383
Dividend income
(940,739
)
(29,313
)
(13,392
)
Loss on impairment of investments in associates
471,006
24,738
—
Share-based payments
414,114
104,110
28,793
Gain on disposal of non-current assets held for sale
(29,456
)
(1,316,592
)
—
Others, net
32,836
(20,722
)
267,377
Changes in operating assets and liabilities
Increase in trade receivables
(5,584,225
)
(5,098,005
)
(1,406,188
)
Decrease (increase) in inventories
(1,059,484
)
166,722
2,288,020
Decrease (increase) in other assets
31,776
(370,258
)
113,317
Decrease in loans and other receivables
188,989
13,717
(20,307
)
Increase in trade payables
863,996
274,980
(168,095
)
Increase (decrease) in other payables
116,326
(1,378,294
)
251,297
Increase in other non-trade payables
2,336,757
2,228,576
(1,454,172
)
Increase (decrease) in provisions
(40,021
)
5,397
8,622
Increase (decrease) in other liabilities
1,009,154
(1,160,573
)
1,436,514
Payment of defined benefit liabilities
(7,717
)
(12,645
)
(5,048
)
Contributions to plan assets
(736,528
)
(269,436
)
(250,173
)
Cash generated from operations
W
58,904,432
W
31,250,846
W
6,688,866
F-83
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
33. Cash Flows, Continued
(2)
Details of significant transactions without inflows and outflows of cash for the years ended December 31, 2025, 2024
and 2023 are as follows:
(In millions of Korean won)
2025
2024
2023
Increase in other payables related to property, plant and equipment
W
2,456,765
W
1,807,294
W
—
Excluded from subsidiaries and transferred to investments in joint ventures
—
483,721
—
Decrease in derivative liabilities and exchangeable bonds due to the exercise of exchange rights
2,077,966
65,732
—
Decrease in borrowings related to sale and leaseback contract
—
—
(342,070
)
(3)
Changes in liabilities arising from financing activities during the years ended December 31, 2025 and 2024 are as
follows:
(In millions of Korean won)
2025
Borrowings
Lease
liabilities
Total
Beginning balance
W
22,683,733
W
2,768,376
W
25,452,109
Cash flows from financing activities
- Proceeds from borrowings
8,183,735
—
8,183,735
- Repayment of borrowings
(7,416,131
)
—
(7,416,131
)
- Payment of lease liabilities
—
(596,465
)
(596,465
)
Increase of lease liabilities
—
290,133
290,133
Foreign currency differences and others
(1,310,749
)
3,592
(1,307,157
)
Present value discount (interest expense)
107,317
97,843
205,160
Interest paid
—
(52,300
)
(52,300
)
Reclassified as liabilities held for sale
—
(1,236
)
(1,236
)
Ending balance
W
22,247,905
W
2,509,943
W
24,757,848
(In millions of Korean won)
2024
Borrowings
Lease
liabilities
Total
Beginning balance
W
29,468,632
W
3,029,874
W
32,498,506
Cash flows from financing activities
- Proceeds from borrowings
8,717,964
—
8,717,964
- Repayment of borrowings
(16,093,620
)
—
(16,093,620
)
- Payment of lease liabilities
—
(601,821
)
(601,821
)
Increase of lease liabilities
—
266,528
266,528
Foreign currency differences and others
1,703,320
147,194
1,850,514
Present value discount (interest expense)
108,592
105,238
213,830
Interest paid
—
(34,132
)
(34,132
)
Reclassified as liabilities held for sale
(1,221,155
)
(144,505
)
(1,365,660
)
Ending balance
W
22,683,733
W
2,768,376
W
25,452,109
F-84
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
33. Cash Flows, Continued
(4)
The Group presented the inflow and outflow of cash from short-term investment assets, etc. which are frequently traded
and have a large total amount and mature in a short period of time, as net increases and decreases.
34. Share-based Payment
(1)
Details of the granted share-based payment
(a)
The Parent Company accounts for share-based payment, with options granted to employees to choose either cash-settled or
equity-settled share-based payment, in accordance with the substance of transactions and the details of the share options as of December 31, 2025 are as follows:
(In shares)
Total numbers of
share option granted
Forfeited or
Canceled
Exercised
Outstanding at
December 31, 2025
10 th 1
54,020
10,764
10,504
32,752
12 th
1
6,469
—
3,469
3,000
13 th
1
75,163
29,851
23,657
21,655
14 th
1
195,460
59,167
19,622
116,671
331,112
99,782
57,252
174,078
Grant date
Service Period for Vesting
Exercisable Period
Exercise price
(in Korean won)
10 th 1
March 20, 2020
March 20, 2020 - March 20, 2023
March 21, 2023 - March 20, 2027
W
84,730
12 th
1
March 30, 2021
March 30, 2021 - March 30, 2023
March 31, 2023 - March 30, 2026
136,060
13 th
1
March 30, 2021
March 30, 2021 - March 30, 2023
March 31, 2023 - March 30, 2026
136,060
14 th 1
March 30, 2022
March 30, 2022 - March 30, 2024
March 31, 2024 - March 30, 2027
121,610
1
During the year ended December 31, 2025, the share options were exercised with cash settlement.
(b)
Details of equity-settled share-based payment granted by the Group are as follows:
1-1 st
1-2 nd
2 nd
3 rd
Grant date
2022-03-17
2022-04-27
2023-06-28
2024-04-30
Types of shares
to be
issued
Registered common shares
Registered common shares
Registered common shares
Registered common shares
Grant method
Reissue of treasury shares
Reissue of treasury shares
Reissue of treasury shares
Reissue of treasury shares
Number of shares
Initial grant size TSR Adjustment ratio / Stock price on exercise date 1,3
Initial grant size TSR Adjustment ratio / Stock price on exercise date 1,3
Initial grant size * (Adjustment ratio + increase rate of stock price increase rate of
KOSPI200) 2,3
Initial grant size * (Adjustment ratio + increase rate of stock price increase rate of
KOSPI200) 2
Base stock price
W 124,000
W 108,500
W 79,975
W 135,975
Exercisable period
March 17, 2025
~ March 17, 2029 4
April 27, 2025
~ April 27, 2029
January 1, 2026 lump sum payment
January 1, 2027 lump sum payment
Service period for vesting
2 years’ service from the grant date
2 years’ service from the grant date
3 years’ service from January 1, 2023 5
3 years’ service from January 1, 2024 5
F-85
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
34. Share-based Payment,
Continued
(1)
Details of the granted share-based payment, Continued
(b)
Details of equity-settled share-based payment granted by the Group are as follows, Continued:
1
TSR (Total shareholder return) is calculated as “(Stock price on exercise notification date—Base stock price +
company’s total dividends per share from grant date to exercise notification date)/base stock price”, and the adjustment ratio considers the Group’s TSR compared to the TSR of its industry peers.
2
The adjustment ratio considers increase rate of stock price, and the maximum adjusted shares is 2 times of initial grant
shares. If the increase rate of stock price rises by 100% or higher and exceeds the increase rate of KOSPI200 by 50% points, additional shares equal to the initial grant will be paid.
3
Some of the 1-1 and 1-2 share-based
payments were canceled and a replacement amount was granted in the 2nd share-based payment.
4
A portion of the stock options was exercised and settled during the year ended December 31, 2025.
5
When employed for more than 2 years but less than 3 years, the granted amount is adjusted in proportion to the period of
service.
(c)
In addition to above share options granted by the Parent Company, restricted stock units (RSUs) for the Parent
Company’s subsidiary, SK hynix NAND product Solutions Corp., are also granted to the subsidiary and its employees.
(In shares)
Grant cycle
Total numbers of
share option granted
Forfeited or
Canceled
Exercised
Quarterly
173,451,396
50,576,962
42,623,861
(2)
Details of liabilities recognized for stock appreciation rights as of December 31, 2025 are as follows:
(In millions of Korean won)
December 31,
2025
Stock appreciation rights liabilities 1
W
71,423
1
As of December 31, 2025, the intrinsic value of the vested salary for the above stock appreciation right
liabilities is W 93,007 million.
(3)
Measurement of fair value
(a)
The compensation cost is calculated by applying a binomial option-pricing model in estimating the fair value of the
option as of December 31, 2025. The inputs used are as follows:
10 th
12 th
13 th
14 th
Share price (Closing stock price on valuation date, in Korean won)
W
530,000
W
530,000
W
530,000
W
530,000
Expected volatility
46.40
%
46.40
%
46.40
%
46.40
%
Estimated fair value of share option (in Korean won)
W
445,270
W
393,940
W
393,940
W
408,492
Dividend yield ratio
0.42
%
0.42
%
0.42
%
0.42
%
Risk free ratio
2.70
%
2.47
%
2.47
%
2.71
%
F-86
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
34. Share-based Payment,
Continued
(3)
Measurement of fair value, Continued
(b)
The compensation cost regarding the equity-settled share-based payment granted by the Group is calculated by applying a
binomial option-pricing model in estimating the fair value of the option. The inputs used to measure the fair value of the share-based payment as of the grant date are as follows.
1-1 st
1-2 nd
2 nd
3 rd
Expected volatility
33.92
%
34.22
%
34.81
%
36.85
%
Per-share fair value of the option(in Korean won)
W
52,729
W
42,064
W
155,443
W
224,203
Dividend yield ratio 1
—
—
1.50
%
1.10
%
Risk-free interest rate (Government bonds yield)
2.65
%
3.19
%
3.60
%
3.53
%
1
Payout ratio was not taken into consideration as it was assumed that the stock price decline due to dividends would be
compensated as the dividend amount until the exercise period is added in the calculation of 1-1st and 1-2nd TSR.
(4)
The compensation expense for the year ended December 31, 2025 is W 215,713 million (2024: W 118,867 million and
2023: W 75,395 million).
35. Subsequent Event
(1)
On January 28, 2026, SK hynix NAND Product Solutions Corp., a subsidiary, resolved at the board of directors’
meeting to transfer its business to a newly formed entity, Solidigm Inc. as part of a restructuring of its business structure. On March 1, 2026, SK hynix NAND Product Solutions Corp. transferred to Solidigm Inc. its business relating to the
sale and research and development of Nand Flash Memory and SSD, including all related assets, contracts, rights and personnel, as well as the assets and liabilities contracted between the transferee and the transferor under their agreement.
Accordingly, SK hynix NAND Product Solutions Corp. acquired from Solidigm Inc. shares issued by Solidigm inc. equivalent in value to the transfer consideration.
(2)
On January 28, 2026, the Parent Company resolved at the board of directors’ meeting to cancel its treasury shares,
and canceled all 15,300,000 treasury shares previously acquired on February 9, 2026. As a result of this cancelation, the total number of issued ordinary shares decreased from 728,002,365 shares before the cancelation to 712,702,365 shares upon
completion of the cancelation, while the amount in capital stock remains the same.
(3)
Subsequent to December 31, 2025 and through the date of authorization for issuance of the accompanying financial
statements, the Group disposed of 8,150,835 shares of treasury shares in connection with the exercise of exchange rights on exchangeable bonds, share-based compensation settlement related to long-term incentive plans, and the grant of treasury
shares to employees for enterprise value-linked compensation, resulting in a gain on disposal of treasury shares of W5,293,476 million, which was recognized in equity.
(4)
The board of the Directors of the Group resolved to merge SK hynix Semiconductor (Dalian) Co., Ltd. with its subsidiary,
SK hynix semiconductor storage technology (Dalian) Co., Ltd. on April 22, 2026. Following this resolution, the two companies entered into a merger agreement, and the effective date of the merger is July 1, 2026.
F-87
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Consolidated Financial Statement
Years ended December 31,
2025, 2024 and 2023
35. Subsequent Event,
Continued
(5)
On April 28, 2026, the Group decided to acquire, prior to maturity, the entire outstanding balance of its foreign
exchangeable bonds through the exercise of an early redemption option. The details of the transaction are as follows:
Bonds to be acquired
Foreign exchangeable bond
(Issue date: April 11, 2023)
Issue amount
USD 1,700,000,000
Amount to be acquired
USD 100,800,000
Event for early redemption
Exercise of the issuer’s early redemption option (Call Option)
- In the case of the aggregate principal amount of the Bonds outstanding is less than 10% of the aggregate principal amount originally issued (Clean Up Call)
Number of shares exchangeable
1,219,445 shares
Expected payment date
May 28, 2026
F-88
Table of Contents
SK hynix Inc. and Subsidiaries
Condensed Consolidated Interim Statements of Financial Position
March 31, 2026 and December 31, 2025 (Unaudited)
(In millions of Korean won)
Notes
March 31,
2026
December 31,
2025
Assets
Current assets
Cash and cash equivalents
5,6
W
21,166,904
W
14,923,766
Short-term financial instruments
5,6
18,220,075
14,679,719
Short-term investment assets
5,6
14,942,782
5,338,768
Trade receivables, net
5,6,7,28
33,807,843
18,199,078
Loans and other receivables, net
5,6,7,28
476,602
386,343
Other financial assets
5,6,18
31,771
195,259
Inventories, net
8
15,974,133
14,289,390
Current tax assets
20,643
67,715
Other current assets
9
1,865,363
1,378,035
106,506,116
69,458,073
Non-current assets
Investments in associates and joint ventures
10
1,356,327
1,320,927
Long-term investment assets
5,6
20,657,583
14,547,099
Loans and other receivables, net
5,6,7,28
424,097
420,036
Other financial assets
5,6,18
2,014,761
1,114,462
Property, plant and equipment, net
11,29
82,051,924
77,502,704
Right-of-use assets,
net
12,28
2,353,676
2,336,457
Intangible assets, net
13
4,050,617
4,049,402
Investment property, net
185
188
Deferred tax assets
1,832,432
3,660,493
Employee benefit assets
17
1,441,600
1,552,888
Other non-current assets
9
139,426
144,930
116,322,628
106,649,586
Total assets
W
222,828,744
W
176,107,659
See accompanying notes to the condensed consolidated interim financial statements.
F-89
Table of Contents
SK hynix Inc. and Subsidiaries
Condensed Consolidated Interim Statements of Financial Position, Continued
March 31, 2026 and December 31, 2025 (Unaudited)
(In millions of Korean won)
Notes
March 31,
2026
December 31,
2025
Liabilities
Current liabilities
Trade payables
5,6,28
W
2,797,840
W
2,848,455
Other payables
5,6,20,28
7,902,601
6,434,144
Other non-trade payables
5,6,28
6,134,993
6,283,111
Borrowings
5,6,14,29
5,890,940
8,161,757
Other financial liabilities
5,6,18
1,597,938
4,913,879
Provisions
16
180,107
228,937
Current tax liabilities
14,579,682
7,023,813
Lease liabilities
5,6,12,28
526,303
547,296
Other current liabilities
15
1,090,126
937,607
40,700,530
37,378,999
Non-current liabilities
Long-term other payables
5,6
381,019
375,141
Other non-trade payables
5,6
20,910
19,970
Borrowings
5,6,14,29
13,426,725
14,086,148
Other financial liabilities
5,6,18
977
2,487
Defined benefit liabilities, net
17
69,192
66,144
Deferred tax liabilities
285,024
248,395
Lease liabilities
5,6,12,28
1,988,448
1,962,647
Other non-current liabilities
15
1,576,120
1,300,977
17,748,415
18,061,909
Total liabilities
58,448,945
55,440,908
Equity
Equity attributable to owners of the Parent Company
Capital stock
19
3,657,652
3,657,652
Capital surplus
19
8,510,283
8,953,714
Other equity
19,31
(368,427
)
(1,348,598
)
Accumulated other comprehensive income
19
3,745,189
2,676,862
Retained earnings
20
148,746,385
106,576,548
Total equity attributable to owners of the Parent Company
164,291,082
120,516,178
Non-controlling interests
88,717
150,573
Total equity
164,379,799
120,666,751
Total liabilities and equity
W
222,828,744
W
176,107,659
See accompanying notes to the condensed consolidated interim financial statements.
F-90
Table of Contents
SK hynix Inc. and Subsidiaries
Condensed Consolidated Interim Statements of Comprehensive Income
Three-month periods ended March 31, 2026 and 2025 (Unaudited)
(In millions of Korean won, except per share information)
Notes
2026
2025
Revenue
4,21,28
W
52,576,287
W
17,639,141
Cost of sales
23,28
10,896,873
7,537,150
Gross profit
41,679,414
10,101,991
Selling and administrative expenses
22,23,28
1,617,671
1,189,730
Research and development expenses
22,23,28
2,451,460
1,471,757
Finance income
24
17,056,350
2,687,359
Finance expenses
24
3,023,483
764,604
Share of loss of equity-accounted investees
10
(26,778
)
(41,109
)
Other income
25,28
15,023
78,943
Other expenses
25,28
14,537
101,864
Profit before income tax
51,616,858
9,299,229
Income tax expense
26
11,270,949
1,191,034
Profit for the period
W
40,345,909
W
8,108,195
Other comprehensive income (loss)
Item that will never be reclassified to profit or loss:
Remeasurements of defined benefit liability, net of tax
17
(44,025
)
(3,060
)
Items that are or may be reclassified to profit or loss:
Foreign operations – foreign currency translation differences, net of tax
1,009,383
35,791
Loss on valuation of derivatives, net of tax
18
(7,940
)
(11,276
)
Equity-accounted investees – share of other comprehensive income (loss), net of tax
10
66,868
(13,724
)
Other comprehensive income for the period, net of tax
1,024,286
7,731
Total comprehensive income for the period
W
41,370,195
W
8,115,926
Profit attributable to:
Owners of the Parent Company
W
40,330,176
W
8,107,081
Non-controlling interests
15,733
1,114
Total comprehensive income attributable to:
Owners of the Parent Company
W
41,354,478
W
8,114,054
Non-controlling interests
15,717
1,872
Earnings per share
27
Basic earnings per share (in Korean won)
W
57,175
W
11,756
Diluted earnings per share (in Korean won)
W
56,670
W
11,411
See accompanying notes to the condensed consolidated interim financial statements.
F-91
Table of Contents
SK hynix Inc. and Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity
Three-month periods ended March 31, 2026 and 2025 (Unaudited)
(In millions of Korean won)
Attributable to owners of the Parent Company
Notes
Capital
stock
Capital
surplus
Other
equity
Accumulated
other
comprehensive
income
Retained
earnings
Total
Non-
controlling
interests
Total equity
Balance at January 1, 2025
W
3,657,652
W
4,487,123
W
(2,191,549
)
W
2,532,107
W
65,418,061
W
73,903,394
W
12,310
W
73,915,704
Comprehensive income :
Profit for the period
—
—
—
—
8,107,081
8,107,081
1,114
8,108,195
Other comprehensive income
Remeasurements of defined benefit liability, net of tax
17
—
—
—
—
(3,060
)
(3,060
)
—
(3,060
)
Other comprehensive income of associate, net of tax
10
—
—
—
(13,724
)
—
(13,724
)
—
(13,724
)
Loss on valuation of derivatives, net of tax
18
—
—
—
(11,276
)
—
(11,276
)
—
(11,276
)
Foreign currency translation differences for foreign operations, net of tax
—
—
—
35,033
—
35,033
758
35,791
Total comprehensive income for the period
—
—
—
10,033
8,104,021
8,114,054
1,872
8,115,926
Transactions with owners of the Parent Company:
Changes in ownership to the subsidiaries
—
73,265
—
—
—
73,265
—
73,265
Dividends paid
—
—
—
—
(900,209
)
(900,209
)
—
(900,209
)
Disposal of treasury shares
19
—
144,616
74,442
—
—
219,058
—
219,058
Share-based payment transactions
31
—
10,031
4,418
—
—
14,449
560
15,009
Total transactions with owners of the Parent Company
—
227,912
78,860
—
(900,209
)
(593,437
)
560
(592,877
)
Balance at March 31, 2025
W
3,657,652
W
4,715,035
W
(2,112,689
)
W
2,542,140
W
72,621,873
W
81,424,011
W
14,742
W
81,438,753
See accompanying notes to the condensed consolidated interim financial statements.
F-92
Table of Contents
SK hynix Inc. and Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity, Continued
Three-month periods ended March 31, 2026 and 2025 (Unaudited)
(In millions of Korean won)
Attributable to owners of the Parent Company
Notes
Capital
stock
Capital
surplus
Other
equity
Accumulated
other
comprehensive
income
Retained
earnings
Total
Non-
controlling
interests
Total equity
Balance at January 1, 2026
W
3,657,652
W
8,953,714
W
(1,348,598
)
W
2,676,862
W
106,576,548
W
120,516,178
W
150,573
W
120,666,751
Comprehensive income (loss):
Profit for the period
—
—
—
—
40,330,176
40,330,176
15,733
40,345,909
Other comprehensive income (loss)
Remeasurements of defined benefit liability, net of tax
17
—
—
—
—
(44,025
)
(44,025
)
—
(44,025
)
Other comprehensive loss of associate, net of tax
10
—
—
—
66,868
—
66,868
—
66,868
Loss on valuation of derivatives, net of tax
18
—
—
—
(7,940
)
—
(7,940
)
—
(7,940
)
Foreign currency translation differences for foreign operations, net of tax
—
—
—
1,009,399
—
1,009,399
(16
)
1,009,383
Total comprehensive income for the period
—
—
—
1,068,327
40,286,151
41,354,478
15,717
41,370,195
Transactions with owners of the Parent Company:
Changes in ownership in subsidiary
—
(338,118
)
—
—
—
(338,118
)
(87,671
)
(425,789
)
Dividends paid
20
—
—
—
—
(1,327,712
)
(1,327,712
)
—
(1,327,712
)
Transfer of capital surplus to retained earnings
19
—
(4,083,635
)
—
—
4,083,635
—
—
—
Disposal of treasury shares
19
—
3,984,135
132,497
—
—
4,116,632
—
4,116,632
Cancelation of treasury shares
19
—
—
872,237
—
(872,237
)
—
—
—
Share-based payment transactions
31
—
(5,813
)
(24,563
)
—
—
(30,376
)
10,098
(20,278
)
Total transactions with owners of the Parent Company
—
(443,431
)
980,171
—
1,883,686
2,420,426
(77,573
)
2,342,853
Balance at March 31, 2026
W
3,657,652
W
8,510,283
W
(368,427
)
W
3,745,189
W
148,746,385
W
164,291,082
W
88,717
W
164,379,799
See accompanying notes to the condensed consolidated interim financial statements.
F-93
Table of Contents
SK hynix Inc. and Subsidiaries
Condensed Consolidated Interim Statements of Cash Flows
Three-month periods ended March 31, 2026 and 2025 (Unaudited)
(In millions of Korean won)
Notes
2026
2025
Cash flows from operating activities
Cash generated from operating activities
30
W
25,880,207
W
10,653,945
Interest received
140,490
106,269
Interest paid
(355,197
)
(319,264
)
Dividends received
3,952,793
4,107
Income tax paid
(3,288,174
)
(1,421,386
)
Net cash provided by operating activities
26,330,119
9,023,671
Cash flows from investing activities
Decrease in short-term financial instruments
5,708,347
2,485,281
Increase in short-term financial instruments
(6,610,597
)
(1,152,741
)
Increase in short-term investment assets, net
(9,504,554
)
(80,607
)
Decrease in other financial assets
1,308
498
Increase in other financial assets
(3,500,000
)
(1,172
)
Collection of loans and other receivables
4,950
13,063
Increase in loans and other receivables
(6,508
)
(12,787
)
Proceeds from disposal of long-term investment assets
4,123,908
6,241
Acquisitions of long-term investment assets
(14,120
)
(6,033
)
Proceeds from disposal of property, plant and equipment
14,693
46,010
Acquisitions of property, plant and equipment
(7,657,403
)
(6,284,222
)
Acquisitions of intangible assets
(207,963
)
(170,465
)
Proceeds from disposal of investments in associates
3,518
3,581
Acquisitions of investments in associates
—
(2,100
)
Cash outflow from business combination
—
(3,063,035
)
Receipt of government grants
9,522
—
Net cash used in investing activities
(17,634,899
)
(8,218,488
)
Cash flows from financing activities
Proceeds from borrowings
1,006,250
2,111,363
Repayments of borrowings
(3,760,030
)
(1,466,432
)
Repayments of lease liabilities
(147,792
)
(151,657
)
Proceeds from disposal of treasury shares
7,775
15,620
Changes in ownership in subsidiary
(57,682
)
—
Net cash provided by (used in) financing activities
(2,951,479
)
508,894
Effects of exchange rate changes on cash and cash equivalents
499,397
38,875
Net increase in cash and cash equivalents
6,243,138
1,352,952
Cash and cash equivalents at the beginning of the period
14,923,766
11,205,117
Cash and cash equivalents at the end of the period
W
21,166,904
W
12,558,069
See accompanying notes to the condensed consolidated interim financial statements.
F-94
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
1. General Information
(1)
General information about SK hynix Inc. (the “Parent Company”) and its subsidiaries (collectively the
“Group”) is as follows:
The Parent Company manufactures, distributes and sells semiconductor products. The Parent Company was
established on October 15, 1949 and its shares have been listed on the Korea Exchange since 1996. The Parent Company’s headquarter is located at 2091 Gyeongchung-daero, Bubal-eup, Icheon-si, Gyeonggi-do, South Korea, and the Group has manufacturing facilities in Icheon-si and
Cheongju-si, South Korea, and Wuxi, Chongqing and Dalian, China.
As of March 31, 2026 and December 31, 2025, the
shareholders of the Parent Company are as follows:
Shareholder
Number of shares
Percentage
of ownership (%)
March 31,
2026
December 31,
2025
March 31,
2026
December 31,
2025
SK Square Co., Ltd.
146,100,000
146,100,000
20.50
20.07
Other investors
562,197,021
555,591,520
78.88
76.32
Treasury shares 1
4,405,344
26,310,845
0.62
3.61
712,702,365
728,002,365
100.00
100.00
1
Treasury shares include 2,753,353 shares deposited with the Korea Securities Depository due to the issuance of
exchangeable bonds. Excluding these, the number of treasury shares is 1,651,991 (equivalent to 0.23% of ownership interest) as of March 31, 2026.
The Parent Company’s common shares and depositary receipts (DRs) are listed on the Stock Market of Korea Exchange and the Luxembourg Stock Exchange, respectively.
F-95
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
1. General Information, Continued
(2)
Details of the Group’s consolidated subsidiaries as of March 31, 2026 and December 31, 2025 are as
follows:
Ownership (%)
Company
Controlling company
Location
Business
2026
2025
SK hyeng Inc.
SK hynix Inc.
Korea
Construction and service
100
100
SK hystec Inc.
SK hynix Inc.
Korea
Business support and service
100
100
Happymore Inc.
SK hynix Inc.
Korea
Semiconductor apparel manufacturing, baking and services
100
100
SK hynix system ic Inc.
SK hynix Inc.
Korea
Semiconductor research and development and business support
100
100
HappyNarae Co., Ltd.
SK hynix Inc.
Korea
Industrial material supply
100
100
SK Keyfoundry Inc.
SK hynix Inc.
Korea
Semiconductor sales, manufacturing and others
100
100
SK hynix America Inc.
SK hynix Inc.
U.S.A
Semiconductor sales
100
100
SK hynix Deutschland GmbH
SK hynix Inc.
Germany
Semiconductor sales
100
100
SK hynix Asia Pte. Ltd.
SK hynix Inc.
Singapore
Semiconductor sales
100
100
SK hynix Semiconductor Hong Kong Ltd.
SK hynix Inc.
Hong Kong
Semiconductor sales
100
100
SK hynix U.K. Ltd.
SK hynix Inc.
U.K.
Semiconductor sales
100
100
SK hynix Semiconductor Taiwan Inc.
SK hynix Inc.
Taiwan
Semiconductor sales
100
100
SK hynix Japan Inc.
SK hynix Inc.
Japan
Semiconductor sales
100
100
SK hynix (Wuxi) Semiconductor Sales Ltd.
SK hynix Inc.
China
Semiconductor sales
100
100
SK hynix Semiconductor (China) Ltd.
SK hynix Inc.
China
Semiconductor manufacturing
100
100
SK hynix memory solutions Taiwan Ltd.
SK hynix Inc.
Taiwan
Semiconductor research and development
100
100
SK APTECH Ltd.
SK hynix Inc.
Hong Kong
Overseas investment
100
100
SK hynix Ventures Hong Kong Ltd.
SK hynix Inc.
Hong Kong
Overseas investment
100
100
Gauss Labs Inc.
SK hynix Inc.
U.S.A
Information and Communications Industry
97.38
97.38
SK hynix NAND Product Solutions Corp. 2,4
SK hynix Inc.
U.S.A
Semiconductor sales, research and development and others
100
97.48
SK hynix Semiconductor (Dalian) Co., Ltd.
SK hynix Inc.
China
Semiconductor manufacturing
100
100
SK hynix memory solutions Poland sp. z o.o.
SK hynix Inc.
Poland
Semiconductor research and development
100
100
SK Keyfoundry America Inc.
SK Keyfoundry Inc.
U.S.A
Semiconductor sales
100
100
SK Keyfoundry Shanghai Co., Ltd.
SK Keyfoundry Inc.
China
Semiconductor sales
100
100
SK Powertech
SK Keyfoundry Inc.
Korea
Semiconductor manufacturing
99.42
99.42
SUZHOU HAPPYNARAE Co., Ltd.
HappyNarae Co., Ltd.
China
Overseas industrial material supply
100
100
HappyNarae America LLC 1
HappyNarae Co., Ltd.
U.S.A
Overseas industrial material supply
100.00
100.00
HappyNarae Hungary Kft 1
HappyNarae Co., Ltd.
Hungary
Overseas industrial material supply
100.00
100.00
SK hynix Semiconductor (Chongqing) Ltd.
SK APTECH Ltd.
China
Semiconductor manufacturing
100.00
100.00
SK hynix (Wuxi) Education Service Development Co., Ltd.
SK hynix (Wuxi) Education Technology Co., Ltd.
China
Overseas education
100.00
100.00
F-96
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
1. General Information, Continued
(2)
Details of the Group’s consolidated subsidiaries as of March 31, 2026 and December 31, 2025 are as
follows, Continued:
Ownership (%)
Company
Controlling company
Location
Business
2026
2025
SK hynix (Wuxi) Industry Development Ltd.
SK hynix (Wuxi) Investment Ltd.
China
Foreign hospital construction
100.00
100.00
SK hynix Happiness (Wuxi) Hospital Management Ltd.
SK hynix (Wuxi) Investment Ltd.
China
Foreign hospital operation
70.00
70.00
SK hynix cleaning (Wuxi) Ltd.
SK hynix (Wuxi) Investment Ltd.
China
Building maintenance and others
100.00
100.00
SK hynix (Wuxi) Education Technology Co., Ltd.
SK hynix (Wuxi) Investment Ltd.
China
Overseas education
100.00
100.00
SK hynix Semiconductor West Lafayette LLC
SK hynix America Inc.
U.S.A
Semiconductor manufacturing
100.00
100.00
SK hynix memory solutions America Inc.
SK hynix America Inc.
U.S.A
Semiconductor research and development
100.00
100.00
SK hynix Semiconductor India Private Ltd.
SK hynix Asia Pte. Ltd.
India
Semiconductor sales
100.00
100.00
Solidigm Inc. 3,4
SK hynix NAND Product Solutions Corp.
U.S.A
Semiconductor sales, research and development and others
100.00
—
SK hynix NAND Product Solutions Taiwan Co.,
Ltd. 2
SK hynix NAND Product Solutions Corp. and Solidigm
Inc. 5
Taiwan
Semiconductor research and development and sales
100.00
97.48
SK hynix NAND Product Solutions Canada Ltd. 2
SK hynix NAND Product Solutions Corp. and Solidigm
Inc. 5
Canada
Semiconductor research and development
100.00
97.48
SK hynix NAND Product Solutions Mexico, S. DE R.L. DE
C.V. 2
SK hynix NAND Product Solutions Corp. and Solidigm
Inc. 5
Mexico
Semiconductor research and development
100.00
97.48
SK hynix NAND Product Solutions UK Limited 2
SK hynix NAND Product Solutions Corp. and Solidigm
Inc. 5
U.K.
Semiconductor sales
100.00
97.48
SK hynix NAND Product Solutions Israel Ltd. 2
SK hynix NAND Product Solutions Corp. and Solidigm
Inc. 5
Israel
Semiconductor sales
100.00
97.48
SK hynix NAND Product Solutions International
LLC 2
SK hynix NAND Product Solutions Corp. and Solidigm
Inc. 5
U.S.A
Semiconductor sales
100.00
97.48
SK hynix NAND Product Solutions Asia Pacific
LLC 2
SK hynix NAND Product Solutions Corp. and Solidigm
Inc. 5
U.S.A
Semiconductor sales
100.00
97.48
SK hynix NAND Product Solutions Singapore Pte.
Ltd. 2
SK hynix NAND Product Solutions Corp. and Solidigm
Inc. 5
Singapore
Semiconductor sales
100.00
97.48
SK hynix NAND Product Solutions Malaysia Sdn.
Bhd. 2
SK hynix NAND Product Solutions Corp. and Solidigm
Inc. 5
Malaysia
Semiconductor sales
100.00
97.48
SK HYNIX NAND PRODUCT SOLUTIONS POLAND sp. z
o.o. 2
SK hynix NAND Product Solutions Corp. and Solidigm
Inc. 5
Poland
Semiconductor research and development
100.00
97.48
SK hynix NAND Product Solutions (Beijing) Co.,
Ltd. 2
SK hynix NAND Product Solutions Corp. and Solidigm
Inc. 5
China
Semiconductor sales
100.00
97.48
SK Hynix NAND Product Solutions (Shanghai) Co.,
Ltd. 2
SK hynix NAND Product Solutions Corp. and Solidigm
Inc. 5
China
Semiconductor research and development
100.00
97.48
F-97
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
1. General Information, Continued
(2)
Details of the Group’s consolidated subsidiaries as of March 31, 2026 and December 31, 2025 are as
follows, Continued:
Ownership (%)
Company
Controlling company
Location
Business
2026
2025
Intel NDTM US LLC. 2
SK hynix NAND Product Solutions Corp. and Solidigm
Inc. 5
U.S.A
Semiconductor research and development
100.00
97.48
SK hynix (Wuxi) Investment Ltd.
SK hynix Semiconductor (China) Ltd.
China
Overseas investment
100.00
100.00
SK hynix semiconductor storage technology (Dalian) Co., Ltd.
SK hynix Semiconductor (Dalian) Co., Ltd.
China
Semiconductor manufacturing support
100.00
100.00
CHONGQING HAPPYNARAE Co., Ltd.
SUZHOU HAPPYNARAE Co., Ltd.
China
Overseas industrial material supply
100.00
100.00
MMT (Money Market Trust)
—
Korea
Money Market Trust
100.00
100.00
1
Liquidation is in progress as of March 31, 2026.
2
The ownership interest increased due to the acquisition of non-controlling
interests during the three-month period ended March 31, 2026.
3
The entity was newly established as a subsidiary of SK Hynix NAND Product Solutions Corp. during the three-month period
ended March 31, 2026.
4
As part of the business reorganization of SK hynix NAND Product Solutions Corp., the NAND flash memory and SSD sales and
research and development, including related assets, contracts, rights, employees, and the associated assets and liabilities previously held by SK hynix NAND Product Solutions Corp., were transferred to Solidigm Inc. during the three-month period
ended March 31, 2026.
5
Certain subsidiaries have been transferred to Solidigm Inc. as of March 31, 2026, and the transfer of the remaining
related subsidiaries to Solidigm Inc. is expected to be completed by December 31, 2026.
F-98
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
1. General Information, Continued
(3)
Changes in the Group’s consolidated subsidiaries for the period ended March 31, 2026 are as follows:
Type
Company
Reason
Addition
Solidigm Inc.
Establishment
(4) The Group’s subsidiaries do not have material
non-controlling interests as of March 31, 2026 and December 31, 2025.
2. Material Accounting Policies
These accompanying condensed consolidated interim financial statements were authorized for issue by management in connection with the filing with the U.S. Securities
Exchange Commission on May 22, 2026.
2.1 Basis of Preparation
The
Group’s condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting .
2.1.1 New and
amended standards or interpretations adopted by the Group
The Group has applied the following new and amended IFRS Accounting Standards or interpretations that are
effective from January 1, 2026.
(a) Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures
Disclosure requirements have been amended to include the followings in response to recent questions arising in practice. The amendments did not have a significant impact
on the consolidated interim financial statements.
Clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some
financial liabilities settled through an electronic cash transfer system.
Clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and
interest (SPPI) criterion.
Add new disclosures of impact on the entity and the extent to which the entity is exposed for each type of financial
instruments if the timing or amount of contractual cash flow changes due to amendment of contract term.
Update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).
F-99
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
2. Material Accounting Policies, Continued
2.1.1 New and amended standards or interpretations adopted by the Group, Continued
(b) Annual Improvements to IFRS - Volume 11
The amendments did not have a significant impact on the consolidated interim financial statements.
IFRS 1 First-time Adoption of International Financial Reporting Standards: Hedge accounting by a first-time adopter
IFRS 7 Financial Instruments: Disclosures: Gain or loss on derecognition and implementation guidance
IFRS 9 Financial Instruments: Derecognition of lease liabilities and definition of transaction price
IFRS 10 Consolidated Financial Statements: Determination of a ‘de facto agent’
IAS 7 Statement of Cash Flows: Cost Method
(c) Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Contracts Referencing Nature-dependent Electricity
Contracts referencing nature-dependent electricity are defined contracts that expose an entity to variability in the underlying amount of electricity because the source
of electricity generation depends on uncontrollable natural conditions (for example, the weather). The amendments clarify that ‘contracts to buy or sell such electricity’ are assessed for eligibility under the own-use exemption.
In addition, the amendments modify hedge accounting requirements by allowing an entity to designate as the
hedged item a variable nominal amount of forecast electricity transactions that reflect the nature-dependent variability of electricity and introduce additional disclosure requirements. The amendments did not have a significant impact on the
consolidated interim financial statements.
2.1.2 New and amended standards or interpretations not yet adopted by the Group
The following new accounting standards and interpretations have been published that are not mandatory for March 31, 2026 reporting periods and have not been early
adopted by the Group.
(a) New Standard: IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 Presentation and Disclosure in Financial Statements replaces IAS 1 Presentation of Financial Statements and includes new requirements aimed at enhancing
comparability of financial performance between similar entities and providing more relevant information to users. While the amendments do not affect the recognition or measurement of items in the financial statements, they are expected to have an
extensive impact on presentation and disclosure, including the income statement and the disclosure of management-defined performance measures.
The standard should
be applied for annual periods beginning on or after January 1, 2027, and earlier application is permitted. In accordance with the retrospective application requirements, comparative information for all comparative periods presented shall be
restated under IFRS 18.
Management is in the process of evaluating the impact of applying the new standard on the Group’s consolidated financial statements.
F-100
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
2. Material Accounting Policies, Continued
2.1.2 New and amended standards or interpretations not yet adopted by the Group, Continued
(b) IFRS 19 Subsidiaries without Public Accountability: Disclosures
Issued in May 2024, IFRS 19 allows for certain eligible subsidiaries of parent entities that report under IFRS Accounting Standards to apply reduced disclosure
requirements. This standard does not have a significant impact on the financial statements.
2.2 Accounting Policies
Material accounting policies and measurement method used in the preparation of the consolidated interim financial statements are consistent with those of the
consolidated financial statements as of and for the year ended December 31, 2025, except for the changes due to the application of amendments and enactments of new standards described in Note 2.1.1 and as described below.
2.2.1 Income tax expense
Income tax expense for the interim period is recognized
based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual effective income tax rate is applied to the pre-tax
income for the interim period.
The Group is subject to the Global Minimum Tax (Pillar Two). The Group has not recognized additional income tax expenses in relation
to Pillar Two during the three-month period ended March 31, 2026 and applied the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
3. Critical Accounting Estimates and Assumptions
The Group makes estimates
and assumptions concerning the future. The estimates and assumptions are continuously assessed, considering historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
These resulting accounting estimates may differ from the actual results.
Critical accounting estimates and assumptions made in the preparation of these
consolidated interim financial statements are consistent with those applied in the preparation of the consolidated financial statements as of and for the year ended December 31, 2025, except for the estimates used to determine the income tax
expense.
4. Operating Segment and Entity-wide Information
The Group has
a single reportable segment that is engaged in the manufacture and sale of semiconductor products. The Chief Operating Decision Maker of the Group reviews the operational results of the semiconductor business with the reporting information which is
prepared in the same manner with that used by management during the establishment of the Group’s business strategy.
F-101
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
4. Operating Segment and Entity-wide
Information, Continued
(1) The Group’s non-current assets
(excluding financial assets, loans and other receivables, investment in associates and joint ventures and deferred tax assets etc.) information by region based on the location of the Parent Company and its subsidiaries as of March 31, 2026 and
December 31, 2025 are as follows:
(In millions of Korean won)
March 31,
2026
December 31,
2025
Korea
W
78,295,807
W
74,293,530
China
10,903,323
10,533,204
Asia (other than China)
15,049
15,424
U.S.A.
817,705
738,739
Europe
5,544
5,672
W
90,037,428
W
85,586,569
(2) For the three-month period ended March 31, 2026, revenues of W 7,780,590 million and
W 6,536,458 million, or 14.80% and 12.43% of the Group’s revenue, were derived from external Customers A and B, respectively. For the
three-month period ended March 31, 2025, revenue of W 4,786,233 million, or 27.13% of the Group’s revenue, is derived from an
external Customer A.
(3) Entity-wide revenue information by region is disclosed in note 21 (3).
5. Carrying Amounts of Financial Instruments by Categories
(1) Carrying amounts of financial assets by categories as of March 31, 2026 and December 31, 2025 are as follows:
(In millions of Korean won)
March 31, 2026
Financial
assets at fair
value through
profit or loss
Financial
assets at fair
value through
other
comprehensive
income or loss
Financial
assets at
amortized cost
Others
Total
Cash and cash equivalents
W
—
W
—
W
21,166,904
W
—
W
21,166,904
Short-term financial instruments
222,500
—
17,997,575
—
18,220,075
Short-term investment assets
14,942,782
—
—
—
14,942,782
Trade receivables 1
—
1,363,090
32,444,753
—
33,807,843
Loans and other receivables
—
—
900,699
—
900,699
Other financial assets
194
—
2,012,721
33,617
2,046,532
Long-term investment assets
20,657,583
—
—
—
20,657,583
W
35,823,059
W
1,363,090
W
74,522,652
W
33,617
W
111,742,418
1
The Group transferred certain portion of trade receivables, which are from specific customers, and derecognized the trade
receivables from the consolidated financial statements when all the risks and rewards are substantially transferred. Accordingly, the Group recognized gain or loss on disposal of trade receivables.
F-102
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
5. Carrying Amounts of Financial Instruments by
Categories, Continued
(1) Carrying amounts of financial assets by categories as of March 31, 2026 and December 31,
2025 are as follows, Continued:
(In millions of Korean won)
December 31, 2025
Financial
assets at fair
value through
profit or loss
Financial
assets at fair
value through
other
comprehensive
income or loss
Financial
assets at
amortized cost
Others
Total
Cash and cash equivalents
W
—
W
—
W
14,923,766
W
—
W
14,923,766
Short-term financial instruments
222,500
—
14,457,219
—
14,679,719
Short-term investment assets
5,338,768
—
—
—
5,338,768
Trade receivables 1
—
1,256,429
16,942,649
—
18,199,078
Loans and other receivables
—
—
806,379
—
806,379
Other financial assets
62
—
1,113,792
195,867
1,309,721
Long-term investment assets
14,547,099
—
—
—
14,547,099
W
20,108,429
W
1,256,429
W
48,243,805
W
195,867
W
69,804,530
1
The Group transferred certain portion of trade receivables, which are from specific customers, and derecognized the trade
receivables from the consolidated financial statements when all the risks and rewards are substantially transferred. Accordingly, the Group recognized gain or loss on disposal of trade receivables.
(2) Carrying amounts of financial liabilities by categories as of March 31, 2026 and December 31, 2025 are as follows:
(In millions of Korean won)
March 31, 2026
Financial
liabilities at fair
value through
profit or loss
Financial
liabilities at
amortized cost
Others
Total
Trade payables
W
—
W
2,797,840
W
—
W
2,797,840
Other payables
—
8,283,620
—
8,283,620
Other non-trade
payables 1
—
1,964,954
—
1,964,954
Borrowings 2
—
19,317,665
—
19,317,665
Lease liabilities
—
2,514,751
—
2,514,751
Other financial liabilities
1,596,942
1,557
416
1,598,915
W
1,596,942
W
34,880,387
W
416
W
36,477,745
1
Among other non-trade payables, employee benefits liabilities that correspond to
the Group’s obligations under the employee benefit plan were excluded because they were not subject to disclosure of financial instruments.
2
The Group participated in supplier-financing arrangements under letters of credit, where financial institutions pay the
Group’s obligations to suppliers within a certain limit, and the Group subsequently repays the financial institutions. There were no short-term borrowings under the supplier financing arrangements as of March 31, 2026.
F-103
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SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
5. Carrying Amounts of Financial Instruments by
Categories, Continued
(2) Carrying amounts of financial liabilities by categories as of March 31, 2026 and
December 31, 2025 are as follows, Continued:
(In millions of Korean won)
December 31, 2025
Financial
liabilities at fair
value through
profit or loss
Financial
liabilities at
amortized cost
Others
Total
Trade payables
W
—
W
2,848,455
W
—
W
2,848,455
Other payables
—
6,809,285
—
6,809,285
Other non-trade
payables 1
—
1,541,016
—
1,541,016
Borrowings 2
—
22,247,905
—
22,247,905
Lease liabilities
—
2,509,943
—
2,509,943
Other financial liabilities
4,911,955
1,585
2,826
4,916,366
W
4,911,955
W
35,958,189
W
2,826
W
40,872,970
1
Among other non-trade payables, employee benefits liabilities that correspond to
the Group’s obligations under the employee benefit plan were excluded because they were not subject to disclosure of financial instruments.
2
The Group participated in supplier-financing arrangements under letters of credit, where financial institutions pay the
Group’s obligations to suppliers within a certain limit, and the Group subsequently repays the financial institutions. There were no short-term borrowings under the supplier financing arrangements as of December 31, 2025.
6. Financial Risk Management
(1) Financial risk
management
The Group’s activities are exposed to a variety of financial risks, including market risk (foreign exchange risk, interest rate risk and price
risk), credit risk and liquidity risk. The consolidated interim financial statements do not include all the financial risk management policies and disclosures required for the consolidated annual financial statements; accordingly, reference should
be made to see the consolidated annual financial statements for a comprehensive discussion of the Group’s financial risk management policies and disclosures. There have been no significant changes in Group’s risk management organization
or risk management policies subsequent to December 31, 2025.
(a) Market risk
(i) Foreign exchange risk
The Group operates internationally and is exposed to
foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar, Euro, Chinese Yuan and Japanese Yen. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities in
foreign currencies, and net investments in foreign operations.
F-104
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
6. Financial Risk Management, Continued
(1) Financial risk management, Continued
(a) Market risk, Continued
(i) Foreign exchange risk, Continued
Monetary foreign currency assets and liabilities as of March 31, 2026 are as follows:
(In millions of Korean won and millions of foreign currencies)
Assets
Liabilities
Foreign
currencies
Korean won
equivalent
Foreign
currencies
Korean won
equivalent
USD
34,202
W
51,761,447
14,793
W
22,387,699
JPY
561,976
5,320,393
129,782
1,228,687
CNY
1,866
408,174
2,924
639,523
EUR
15
25,947
313
542,168
Also, as described in note 18, the Group entered into a
fixed-to-fixed cross currency swap and a floating-to-fixed cross currency interest rate
swap to hedge foreign currency rate risk relating to bonds and borrowings denominated in foreign currencies.
When the exchange rate of the functional currency for
each foreign currency fluctuates by 10% as of March 31, 2026, the impact of the change in the exchange rate on profit before income tax expenses is as follows:
(In millions of Korean won)
If
increased
by 10%
If
decreased
by 10%
USD
W
2,953,682
W
(2,953,682
)
JPY
409,171
(409,171
)
CNY
(23,135
)
23,135
EUR
(51,622
)
51,622
(ii) Interest rate risk
Interest rate risk of the
Group is defined as the risk that the interest expenses arising from borrowings will fluctuate due to changes in future market interest rate. The interest rate risk mainly arises through floating rate borrowings and is partially offset by interests
received from floating rate financial assets.
The Group is managing cash flow interest rate risk using floating-to-fixed cross currency interest rate swaps. These interest rate swaps have an economic effect of converting floating interest borrowings into fixed interest borrowings. Generally, the Group borrows
at a floating interest rate and then swaps at a fixed rate. Under the swap agreement, the Group will settle the difference between fixed interest costs and the floating interest costs calculated according to the principal agreed upon for each
counterparty and specific period (mainly quarterly).
The Group is partially exposed to the risk of changing net interest costs due to changes in interest rates as
of March 31, 2026. The Group has signed a currency interest rate swap contract on floating interest rate borrowings in foreign currency amount to
W 163,069 million and an interest rate swap contract on floating interest rate borrowings in local currency of W 317,400 million. Therefore, the
F-105
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
6. Financial Risk Management, Continued
(1) Financial risk management, Continued
(a) Market risk, Continued
(ii) Interest rate risk, Continued
changes in interest costs subject to fluctuation of interest rates do not have an impact on the profit before income tax for the three-month period ended March 31, 2026.
As of March 31, 2026, if interest rates on borrowings and financial assets had been 100 basis points higher/lower with all other variables held constant, profit
before income tax would have been W 10,792 million (2025: W 13,750 million) lower/higher over the next year, mainly as a result of higher/lower net interest costs on floating-rate borrowings and interest income on floating-rate financial
assets.
(iii) Price risk
The Group invests in equity and debt securities
resulted from its business needs and the purpose of liquidity management. The Group’s equity and debt securities are exposed to price risk as of March 31, 2026.
(b) Credit risk
Credit risk is the risk of financial loss to the Group if a
customer or counterparty to a financial instrument fails to meet its contractual obligations and arises mainly from operating and investing activities. In order to manage credit risk, the Group periodically evaluates the creditworthiness of each
customer or counterparty through the analysis of its financial information, historical transaction records and other factors, based on which the Group establishes credit limits for each customer or counterparty.
(i) Trade and other receivables
For each new customer, the Group individually
analyzes its creditworthiness before standard payment and delivery terms and conditions are offered. In addition, the Group is continuously managing trade and other receivables by reevaluating the customer’s creditworthiness and securing
collaterals in order to limit its credit risk exposure.
The Group reviews at the end of each reporting period whether trade and other receivables are impaired and
enters into credit insurance contracts to manage credit risk exposure from oversea customers. The extent of the Group’s exposure to credit risk as of March 31, 2026 is equal to the carrying amount of trade and other receivables.
(ii) Other financial assets
Credit risk also arises from other financial assets
such as cash and cash equivalents, short-term financial instruments, short-term investment assets, and short-term and long-term loans mainly due to the bankruptcy of each counterparty to those financial assets. The maximum exposure to credit risk as
of March 31, 2026 is the carrying amount of those financial assets. The Group deposits cash and cash
F-106
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
6. Financial Risk Management, Continued
(1) Financial risk management, Continued
(b) Credit risk, Continued
(ii) Other financial assets, Continued
equivalents, short-term financial instruments and others in several financial institutions, and transacts only with banks and financial institutions with high credit ratings. Accordingly,
management does not expect any significant loss from non-performance by the counterparties.
(c) Liquidity risk
Liquidity risk is defined as the risk that the Group is unable to meet its short-term payment obligations on time due to deterioration of its business performance or
inability to access financing. The Group forecasts its cash flow and liquidity status and sets action plans on a regular basis to manage liquidity risk proactively.
The Group invests surplus cash in interest-bearing current accounts, time deposits, and demand deposits choosing instruments with appropriate maturities or sufficient
liquidity to provide sufficient headroom as determined by the above-mentioned forecasts.
(2) Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders
and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital
structure, the Group may adjust the amount of dividends to shareholders, procure and repay borrowings, issue new shares, and sell assets.
The debt-to-equity ratio and net borrowing ratio as of March 31, 2026 and December 31, 2025 are as follows:
(In millions of Korean won)
March 31,
2026
December 31,
2025
Total liabilities (A)
W
58,448,945
W
55,440,908
Total equity (B)
164,379,799
120,666,751
Cash and cash equivalents, and others 1 (C)
54,329,761
34,942,253
Total borrowings (D)
19,317,665
22,247,905
Debt-to-equity ratio
(A/B)
35.56
%
45.95
%
Net borrowing ratio 2
(D-C)/B
—
—
1
Total amount of cash and cash equivalents, short-term financial instruments and short-term investment assets.
2
Net borrowing ratio is not disclosed because the ratio is negative.
Under major borrowing contracts, the Group is obliged to comply with a certain level of debt ratio and
Loan-To-Value ratio. The Group has complied with all of these conditions as of March 31, 2026.
F-107
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
6. Financial Risk Management, Continued
(3) Fair value
Fair values are
categorized into different levels in a fair value hierarchy based on the inputs used in valuation techniques as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that an entity can access at
the measurement date.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
(a)
The following table presents the Group’s carrying amounts and fair values of financial instruments by categories,
including their levels in the fair value hierarchy, as of March 31, 2026 and December 31, 2025:
(In millions of Korean won)
March 31, 2026
Carrying
amounts
Level 1
Level 2
Level 3
Total
Financial assets measured at fair value
Short-term financial instruments
W
222,500
W
—
W
—
W
222,500
W
222,500
Short-term investment assets
14,942,782
—
14,942,782
—
14,942,782
Trade receivables 1
1,363,090
—
1,363,090
—
1,363,090
Long-term investment assets
20,657,583
—
—
20,657,583
20,657,583
Other financial assets
33,811
—
33,811
—
33,811
37,219,766
—
16,339,683
20,880,083
37,219,766
Financial assets not measured at fair value
Cash and cash equivalents 2
21,166,904
—
—
—
—
Short-term financial instruments 2
17,997,575
—
—
—
—
Trade receivables 2
32,444,753
—
—
—
—
Loans and other receivables 2
900,699
—
—
—
—
Other financial assets 2
2,012,721
—
—
—
—
74,522,652
—
—
—
—
Total financial asset
W
111,742,418
W
—
W
16,339,683
W
20,880,083
W
37,219,766
Financial liabilities measured at fair value
Other financial liabilities
W
1,597,358
W
—
W
1,597,358
W
—
W
1,597,358
Financial liabilities not measured at fair value
Trade payables 2
2,797,840
—
—
—
—
Other payables 2
8,283,620
—
—
—
—
Other non-trade
payables 2
1,964,954
—
—
—
—
Borrowings
19,317,665
—
19,350,642
—
19,350,642
Lease liabilities 2
2,514,751
—
—
—
—
Other financial liabilities 2
1,557
—
—
—
—
34,880,387
—
19,350,642
—
19,350,642
Total financial liabilities
W
36,477,745
W
—
W
20,948,000
W
—
W
20,948,000
F-108
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
6. Financial Risk Management, Continued
(3) Fair value, Continued
(a)
The following table presents the Group’s carrying amounts and fair values of financial instruments by categories,
including their levels in the fair value hierarchy, as of March 31, 2026 and December 31, 2025, Continued:
1
The Group transferred some of the trade receivables and substantially transferred the risks and rewards to the customer.
Accordingly, the Group derecognized trade receivables from the consolidated financial statement on the date of assets transfer and recognized gain or loss on disposal of trade receivables.
2
The Group did not present fair values of financial assets and liabilities of which carrying amounts are considered to be a
reasonable approximation of fair values.
(In millions of Korean won)
December 31, 2025
Carrying
amounts
Level 1
Level 2
Level 3
Total
Financial assets measured at fair value
Short-term financial instruments
W
222,500
W
—
W
—
W
222,500
W
222,500
Short-term investment assets
5,338,768
—
5,338,768
—
5,338,768
Trade receivables 1
1,256,429
—
1,256,429
—
1,256,429
Long-term investment assets
14,547,099
—
—
14,547,099
14,547,099
Other financial assets
195,929
—
195,929
—
195,929
21,560,725
—
6,791,126
14,769,599
21,560,725
Financial assets not measured at fair value
Cash and cash equivalents 2
14,923,766
—
—
—
—
Short-term financial instruments 2
14,457,219
—
—
—
—
Trade receivables 2
16,942,649
—
—
—
—
Loans and other receivables 2
806,379
—
—
—
—
Other financial assets 2
1,113,792
—
—
—
—
48,243,805
—
—
—
—
Total financial asset
W
69,804,530
W
—
W
6,791,126
W
14,769,599
W
21,560,725
Financial liabilities measured at fair value
Other financial liabilities
W
4,914,781
W
—
W
4,914,781
W
—
W
4,914,781
Financial liabilities not measured at fair value
Trade payables 2
W
2,848,455
W
—
W
—
W
—
W
—
Other payables 2
6,809,285
—
—
—
—
Other non-trade
payables 2
1,541,016
—
—
—
—
Borrowings
22,247,905
—
22,449,184
—
22,449,184
Lease liabilities 2
2,509,943
—
—
—
—
Other financial liabilities 2
1,585
—
—
—
—
35,958,189
—
22,449,184
—
22,449,184
Total financial liabilities
W
40,872,970
W
—
W
27,363,965
W
—
W
27,363,965
1
The Group transferred some of the trade receivables and substantially transferred the risks and rewards to the customer.
Accordingly, the Group derecognized trade receivables from the consolidated financial statement on the date of assets transfer and recognized gain or loss on disposal of trade receivables.
2
The Group did not present fair values of financial assets and liabilities of which carrying amounts are considered to be a
reasonable approximation of fair values.
F-109
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SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
6. Financial Risk Management, Continued
(3) Fair value, Continued
(b) Valuation Techniques
The
valuation techniques used to measure financial instruments with fair value level 2 and level 3 are the same as those applied by the Group in its consolidated financial statements as of and for the year ended December 31, 2025.
(c)
There was no transfer between fair value hierarchy levels for the three-month period ended March 31, 2026 and
changes in financial assets classified as level 3 fair value measurements during the three-month period ended March 31, 2026 are as follows:
(In millions of Korean won)
Beginning
Balance
Acquisition
Disposals
Gain on
Valuation
Foreign
Exchange
Difference
Ending
Balance
Financial assets:
Short-term financial instruments
W
222,500
—
—
—
—
W
222,500
Long-term investment assets
W
14,547,099
W
14,120
W
(4,120,220
)
W
9,881,310
W
335,274
W
20,657,583
7. Trade Receivables and Loans and Other Receivables
(1) Details of loans and other receivables as of March 31, 2026 and December 31, 2025 are as follows:
(In millions of Korean won)
March 31,
2026
December 31,
2025
Current
Other receivables
W
120,932
W
89,511
Accrued income
205,060
156,266
Short-term loans
124,682
117,592
Short-term guarantee and other deposits
25,928
22,974
476,602
386,343
Non-current
Long-term other receivables
79,937
74,024
Long-term loans
186,388
189,262
Guarantee deposits
157,496
156,488
Others
276
262
424,097
420,036
W
900,699
W
806,379
F-110
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
7. Trade Receivables and Loans and Other
Receivables, Continued
(2)
Trade receivables and loans and other receivables, net of provision for impairment, as of March 31, 2026 and
December 31, 2025 are as follows:
(In millions of Korean won)
March 31, 2026
Gross
amount
Provision for
impairment
Carrying
amount
Trade receivables
W
33,810,734
W
(2,891
)
W
33,807,843
Current loans and other receivables
476,678
(76
)
476,602
Non-current loans and other receivables
425,083
(986
)
424,097
W
34,712,495
W
(3,953
)
W
34,708,542
(In millions of Korean won)
December 31, 2025
Gross
amount
Provision for
impairment
Carrying
amount
Trade receivables
W
18,201,785
W
(2,707
)
W
18,199,078
Current loans and other receivables
386,419
(76
)
386,343
Non-current loans and other receivables
420,972
(936
)
420,036
W
19,009,176
W
(3,719
)
W
19,005,457
8. Inventories
Details of inventories as of March 31, 2026 and December 31, 2025 are as follows:
(In millions of Korean won)
March 31, 2026
Acquisition
cost
Inventory
valuation
allowance
Carrying
amount
Merchandise
W
4,547
W
(292
)
W
4,255
Finished goods
3,233,195
(163,107
)
3,070,088
Work-in-process
9,666,848
(38,925
)
9,627,923
Raw materials
1,962,505
(15,524
)
1,946,981
Supplies
1,293,783
(193,866
)
1,099,917
Goods in transit
224,969
—
224,969
W
16,385,847
W
(411,714
)
W
15,974,133
(In millions of Korean won)
December 31, 2025
Acquisition
cost
Inventory
valuation
allowance
Carrying
amount
Merchandise
W
5,564
W
(261
)
W
5,303
Finished goods
2,616,635
(209,670
)
2,406,965
Work-in-process
9,290,708
(83,271
)
9,207,437
Raw materials
1,507,058
(17,745
)
1,489,313
Supplies
1,086,570
(183,958
)
902,612
Goods in transit
277,760
—
277,760
W
14,784,295
W
(494,905
)
W
14,289,390
F-111
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
9. Other Current and Non-current Assets
Details of other current and non-current assets as of March 31, 2026 and December 31, 2025 are as follows:
(In millions of Korean won)
March 31,
2026
December 31,
2025
Current
Advance payments
W
71,503
W
73,312
Prepaid expenses
367,544
291,529
Value added tax refundable
947,397
876,429
Contract assets
77,038
125,240
Others
401,881
11,525
1,865,363
1,378,035
Non-current
Long-term advance payments
71,623
79,810
Long-term prepaid expenses
32,731
33,778
Others
35,072
31,342
139,426
144,930
W
2,004,789
W
1,522,965
10. Investments in Associates and Joint Ventures
(1) General information of investments in associates and joint ventures is as follows:
Type
Investee
Location
Business
Associates
SK China Company Limited 1
China
Consulting and investment
SK South East Asia Investment Pte. Ltd.
Singapore
Consulting and investment
SiFive, Inc. 2
U.S.A
Design and manufacture of semiconductor
Wuxi xinfa IC industry park., Ltd.
China
Developing science-technological park
Others
Joint ventures
HITECH Semiconductor (Wuxi) Co., Ltd. 3
China
Manufacture of semiconductor parts
SK hynix system ic (Wuxi) Co., Ltd. 4, 5
China
Foundry factory construction
Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor 3
Korea
Investment
Specialized Investment-type Private Equity Investment Trust For
Win-win System Semiconductor 3
Korea
Investment
Others
1
Management of the Group is able to exercise significant influence over the entity by participating the Board of Directors.
Accordingly, the investment has been classified as an associate.
2
The Group is able to exercise significant influence through its right to appoint a director to the Board of Directors of
investee. Accordingly, the investment has been classified as an associate.
3
It has been classified to a joint venture as it is stated in the agreement that unanimous vote is required for relevant
activities.
4
Net asset share amount and carrying amount of SK hynix system ic (Wuxi) Co., Ltd. were prepared based on the consolidated
financial statements including Hystars Semiconductor (Wuxi) Co., Ltd.
5
As major decisions require the approval of more than two-thirds of the
shareholders, the entity has been classified as an investment in a joint venture.
F-112
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
10. Investments in Associates and Joint
Ventures, Continued
(2) Details of investments in associates and joint ventures as of March 31, 2026
and December 31, 2025 are as follows:
(In millions of Korean won)
March 31, 2026
December 31, 2025
Investee
Ownership
(%)
Net asset
value
Carrying
amount
Ownership
(%)
Carrying
amount
Associates:
SK China Company Limited
11.87
W
435,304
W
487,901
11.87
W
463,560
SK South East Asia Investment Pte. Ltd.
20.00
388,951
388,951
20.00
370,671
SiFive, Inc.
6.84
10,179
9,703
6.84
9,175
Wuxi xinfa IC industry park., Ltd.
30.00
50,368
50,368
30.00
46,990
Others
155,433
163,571
160,957
Joint ventures:
HITECH Semiconductor (Wuxi) Co., Ltd.
45.00
166,669
163,062
45.00
152,015
SK hynix system ic (Wuxi) Co., Ltd.
49.79
(45,618
)
55,662
49.79
78,548
Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor
33.33
6,936
6,936
33.33
9,039
Specialized Investment-type Private Equity Investment Trust For
Win-win System Semiconductor
37.50
19,522
19,522
37.50
19,574
Others
10,650
10,651
10,398
W
1,198,394
W
1,356,327
W
1,320,927
(3) Changes in investments in associates and joint ventures for the three-month periods ended
March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
2026
Beginning
balance
Acquisition
Share of
profit
(loss)
Other
equity
movement
Dividend
Recovery
of principal
Ending
balance
SK China Company Limited
W
463,560
W
—
W
1,780
W
22,561
W
—
W
—
W
487,901
SK South East Asia Investment Pte. Ltd.
370,671
—
(1,858
)
20,138
—
—
388,951
SiFive, Inc.
9,175
—
—
528
—
—
9,703
Wuxi xinfa IC industry park., Ltd.
46,990
—
165
3,212
—
—
50,367
HITECH Semiconductor (Wuxi) Co., Ltd.
152,015
—
2,551
8,496
—
—
163,062
SK hynix system ic (Wuxi) Co., Ltd.
78,548
—
(30,121
)
7,233
—
—
55,660
Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor
9,039
—
(49
)
(53
)
(430
)
(1,570
)
6,937
Specialized Investment-type Private Equity Investment Trust For
Win-win System Semiconductor
19,574
—
(52
)
—
—
—
19,522
Others
171,355
—
806
4,753
(741
)
(1,949
)
174,224
W
1,320,927
W
—
W
(26,778
)
W
66,868
W
(1,171
)
W
(3,519
)
W
1,356,327
F-113
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
10. Investments in Associates and Joint
Ventures, Continued
(3) Changes in investments in associates and joint ventures for the three-month periods ended
March 31, 2026 and 2025 are as follows, Continued:
(In millions of Korean won)
2025
Beginning
balance
Acquisition
Share of
profit
(loss)
Other
equity
movement
Dividend
Recovery
of principal
Ending
balance
SK China Company Limited
W
456,471
W
—
W
188
W
(15,470
)
W
—
W
—
W
441,189
SK South East Asia Investment Pte. Ltd.
401,843
—
(12,500
)
1,263
—
—
390,606
SiFive, Inc.
18,311
—
(2,340
)
(221
)
—
—
15,750
Wuxi xinfa IC industry park., Ltd.
44,895
—
1,201
167
—
—
46,263
HITECH Semiconductor (Wuxi) Co., Ltd.
157,255
—
754
(309
)
—
—
157,700
SK hynix system ic (Wuxi) Co., Ltd.
688,702
—
(27,139
)
(124
)
—
—
661,439
Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor
11,237
—
(971
)
921
—
—
11,187
Specialized Investment-type Private Equity Investment Trust For
Win-win System Semiconductor
22,459
—
(26
)
—
—
—
22,433
Others
139,490
2,100
(277
)
49
—
(3,581
)
137,781
W
1,940,663
W
2,100
W
(41,110
)
W
(13,724
)
W
—
W
(3,581
)
W
1,884,348
(4) Major associates and joint ventures’ summarized financial information as of March 31,
2026 and December 31, 2025 are as follows:
(In millions of Korean won)
March 31, 2026
Current
assets
Non-current
assets
Current
liabilities
Non-current
liabilities
SK China Company Limited
W
2,271,763
W
1,687,604
W
90,026
W
340,484
SK South East Asia Investment Pte. Ltd.
1,077,750
1,037,101
61,289
38,453
HITECH Semiconductor (Wuxi) Co., Ltd.
286,026
278,058
188,722
7,706
SK hynix system ic (Wuxi) Co., Ltd.
490,597
1,272,474
1,314,267
541,211
(In millions of Korean won)
December 31, 2025
Current
assets
Non-current
assets
Current
liabilities
Non-current
liabilities
SK China Company Limited
W
1,787,188
W
2,120,977
W
151,370
W
293,452
SK South East Asia Investment Pte. Ltd.
1,021,847
983,307
58,110
36,458
HITECH Semiconductor (Wuxi) Co., Ltd.
298,955
277,560
182,138
58,962
SK hynix system ic (Wuxi) Co., Ltd.
210,511
1,233,265
962,673
520,468
F-114
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
10. Investments in Associates and Joint
Ventures, Continued
(5) Major associates and joint ventures’ summarized financial information for
the three-month periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
2026
2025
Revenue
Net profit
(loss)
Revenue
Net profit
(loss)
SK China Company Limited
W
18,531
W
9,795
W
16,094
W
1,586
SK South East Asia Investment Pte. Ltd.
100,917
10,978
355,697
(62,500
)
HITECH Semiconductor (Wuxi) Co., Ltd.
216,147
16,081
174,973
8,880
SK hynix system ic (Wuxi) Co., Ltd.
74,238
(60,497
)
80,374
(61,995
)
11. Property, Plant and Equipment
(1)
Changes in property, plant and equipment for the three-month periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
2026
2025
Beginning balance
W
77,502,704
W
60,157,474
Acquisition
7,347,767
5,883,723
Disposal and retirement
(8,357
)
(6,829
)
Depreciation
(3,415,412
)
(3,014,780
)
Transfers
6,433
2,780
Foreign exchange difference, etc.
618,789
(7,068
)
Ending balance
W
82,051,924
W
63,015,300
(2) Certain machineries are pledged as collaterals for borrowings of the Group as of March 31,
2026 (see note 29).
12. Leases
(1) Changes in right-of-use assets for the three-month periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
2026
2025
Beginning balance
W
2,336,457
W
2,486,871
Acquisition
86,497
23,891
Termination
(1,672
)
(1,806
)
Depreciation
(103,087
)
(109,286
)
Foreign exchange difference
35,481
771
Ending balance
W
2,353,676
W
2,400,441
F-115
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
12. Leases, Continued
(2) Changes in lease liabilities for the three-month periods ended March 31, 2026
and 2025 are as follows:
(In millions of Korean won)
2026
2025
Beginning balance
W
2,509,943
W
2,768,376
Acquisition
86,409
23,891
Termination
(1,614
)
(1,660
)
Interest expenses
24,365
24,424
Payments
(162,606
)
(163,637
)
Foreign exchange difference
58,254
(1,299
)
Ending balance
W
2,514,751
W
2,650,095
13. Intangible Assets
Changes in intangible
assets for the three-month periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
2026
2025
Beginning balance
W
4,049,402
W
4,018,847
Acquisition
184,745
170,465
Disposal and retirement
(990
)
(526
)
Amortization
(210,566
)
(221,434
)
Transfers
(6,378
)
(2,867
)
Others 1
34,404
(1,785
)
Ending balance
W
4,050,617
W
3,962,700
1
Others include increase/decrease due to foreign exchange difference.
14. Borrowings
Details of borrowings as of March 31, 2026 and
December 31, 2025 are as follows:
(In millions of Korean won)
March 31,
2026
December 31,
2025
Current
Short-term borrowings
W
2,522,307
W
2,395,797
Current portion of long-term borrowings
1,716,223
1,470,301
Current portion of debentures 1
1,652,410
4,295,659
5,890,940
8,161,757
Non-current
Long-term borrowings
2,675,856
2,879,750
Debentures
10,750,869
11,206,398
13,426,725
14,086,148
W
19,317,665
W
22,247,905
F-116
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
14. Borrowings, Continued
Details of borrowings as of March 31, 2026 and December 31, 2025 are as follows, Continued:
1
The carrying amount includes exchangeable bond issued by the Parent Company during the year ended December 31, 2023.
The maturity date of the exchangeable bond is in 2030, but the Group has classified the exchangeable bond as current borrowings due to the possibility of exercising conversion rights by the bondholders. During the three-month period ended
March 31, 2026, exchangeable bonds equivalent to USD 510,800,000 were exchanged for 6,179,194 shares upon exercise of exchange rights by the bondholders. On a cumulative basis, exchangeable bonds equivalent to USD 1,472,400,000 have been
exchanged for 17,807,022 shares. The conditions of issuance are as follows:
Type of bond
Issue amount
Foreign exchangeable bond
USD 1,700,000,000
Outstanding balance of bonds issued 1
USD 227,600,000
Interest rate
Coupon Rate
1.75%
Yield Rate
1.75%
Maturity Date
April 11, 2030
Redemption measures
1) Redemption upon maturity: redemption of the remaining amounts for which conversion rights or early redemption has not been exercised upon maturity date
2) Early redemption: Redemption by the Call Option of the Issuer or redemption by the Put Option of Bondholders
Details of conversion
right
Conversion Rate
100.00% of the principal amount
Conversion price
W 108,811 per share
Subject of Conversion
Ordinary shares of the SK hynix Inc. (currently held as treasury shares)
Conversion period
May 22, 2023 - April 1, 2030
Adjustment to Conversion Price
Adjustment of the Conversion Price in certain circumstances, including but not limited to:
Bonus issue, subdivision, consolidation, reclassification, rights issues of options or warrants
over shares, share dividends, capital distribution, modification of rights of conversion, issues at less than Current Market Price, etc.
Put Option of Bondholders
The fourth anniversary from the transaction date (April 11, 2027)
In the case of a change of control of the Parent Company
In the case of the Shares of the Parent company ceases to be listed or admitted to trading or are suspended for trading for a period equal to or exceeding 20 consecutive Trading Days
Call Option of the Issuer
On or after April 25, 2028, in the case of the closing price of the Shares for any 20 trading days in a period of 30 consecutive trading days is at least 130% of the prevailing Conversion Price
In the case of the aggregate principal amount of the Bonds outstanding is less than 10% of the aggregate principal amount originally issued (Clean Up Call)
In the case of the Issuer becomes obliged to pay any additional amounts, as a result of changes relating to tax laws in Korea.
1
The number of exchangeable shares was 20,126,911 upon initial issuance, but due to the exercise of conversion rights and
adjustments in the conversion price, the number of exchangeable shares has been changed to 2,753,353 as of March 31, 2026.
F-117
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
15. Other Current and Non-current Liabilities
Details of other current and non-current liabilities as of March 31, 2026 and December 31, 2025 are as follows:
(In millions of Korean won)
March 31,
2026
December 31,
2025
Current
Advance receipts
W
121,245
W
59,298
Unearned income
4,350
6,499
Withholdings
386,075
318,105
Contract liabilities
483,957
474,185
Others
94,499
79,520
1,090,126
937,607
Non-current
Other long-term employee benefits
1,575,988
1,300,847
Others
132
130
1,576,120
1,300,977
W
2,666,246
W
2,238,584
16. Provisions
(1) Changes in provisions for
the three-month periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
2026
Beginning
Balance
Utilization
Reversal
Ending
Balance
Warranty
W
222,751
W
(594
)
W
(44,015
)
W
178,142
Emission allowances
4,359
—
(4,221
)
138
Restoration costs
1,827
—
—
1,827
W
228,937
W
(594
)
W
(48,236
)
W
180,107
(In millions of Korean won)
2025
Beginning
Balance
Utilization
Reversal
Ending
Balance
Warranty
W
263,001
W
(688
)
W
(27,537
)
W
234,776
Emission allowances
5,407
—
(2,146
)
3,261
Restoration costs
1,827
—
—
1,827
W
270,235
W
(688
)
W
(29,683
)
W
239,864
(2) Provisions for warranty
The Group estimates the
expected warranty costs based on historical results and records provisions for warranty. Regarding the durability issue of certain products sold in the prior years, the Group separately estimated and recorded warranty provisions for the amount
expected to be paid for product replacement and other customer supporting activities.
F-118
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
16. Provisions, Continued
(3) Provision for emission allowances
The Group recognizes estimated future payment for the number of emission certificates required to settle the Group’s obligation exceeding the actual number of
certificates on hand as emission allowances according to the Act on Allocation and Trading of Greenhouse Gas Emission Permits.
(a) Details of the allocated amount
of emission permits and the estimated amount of emission as of March 31, 2026 are as follows:
(In ten thousand tons CO2-eq)
March 31, 2026
Allocated emission permits
664
(b) Changes in the emission permits rights for the three-month period ended March 31, 2026 are as follows:
(In ten thousand tons CO2-eq)
2025
Beginning balance
58
Allocated
547
Submission
(41
)
Carryforwards
(8
)
Disposal
(2
)
Ending balance
554
17. Defined Benefit Liabilities (Assets)
(1)
Details of defined benefit liabilities (assets) as of March 31, 2026 and December 31, 2025 are as follows:
(In millions of Korean won)
March 31,
2026
December 31,
2025
Present value of defined benefit obligations
W
3,382,411
W
3,447,188
Fair value of plan assets
(4,754,819
)
(4,933,932
)
Net defined benefit liabilities (assets)
W
(1,372,408
)
W
(1,486,744
)
Defined benefit liabilities
W
69,192
W
66,144
Employee benefit assets 1
W
1,441,600
W
1,552,888
1
The Parent Company and certain subsidiaries’ fair value of plan assets in excess of the present value of defined
benefit obligations, presented as employee benefit assets, amounted to W 1,441,600 million and W 1,552,888 million as of March 31, 2026 and December 31, 2025, respectively.
F-119
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
17. Defined Benefit Liabilities (Assets),
Continued
(2)
Changes in present value of defined benefit obligations for the three-month periods ended March 31, 2026 and 2025
are as follows:
(In millions of Korean won)
2026
2025
Beginning balance
W
3,447,188
W
3,125,802
Current service cost
75,573
72,829
Interest expense
44,958
38,319
Transfer from associates
3,944
1,862
Benefits paid
(189,433
)
(114,439
)
Others
181
1,172
Ending balance
W
3,382,411
W
3,125,545
(3)
Changes in fair value of plan assets for the three-month periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
2026
2025
Beginning balance
W
4,933,932
W
4,211,967
Contributions
839
—
Interest income
65,796
52,252
Transfer from associates
3,421
2,405
Benefits paid
(205,446
)
(137,965
)
Remeasurements
(44,025
)
(1,969
)
Others
302
(781
)
Ending balance
W
4,754,819
W
4,125,909
(4)
The amounts recognized in profit or loss for the three-month periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
2026
2025
Current service cost
W
75,573
W
72,829
Net interest income
(20,838
)
(13,933
)
W
54,735
W
58,896
(5)
Contributions to defined contribution plans amounting to W 7,624 million (2025: W 3,250 million) were recognized as
cost for the three-month period ended March 31, 2026.
F-120
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
18. Derivative Financial Instruments
(1)
Currency and interest rate swap
(a)
Details of derivative financial instruments applying cash flow hedge accounting as of March 31, 2026 are as follows:
(In millions of Korean won and thousands of foreign currencies)
Hedged items
Hedging instruments
Borrowing
date
Financial instrument
Hedged risk
Type of
contract
Financial
institution
Contract
period
2019.10.02
Foreign currency denominated borrowing for equipment with floating rate (Par value: USD 93,750)
Foreign currency risk and interest rate risk
Floating-to-fixed cross
currency interest rate swap
Korea Development Bank
2019.10.02 ~
2026.10.02
2025.10.02
Foreign currency denominated borrowing for equipment with floating rate (Par value: USD 14,000)
Foreign currency risk and interest rate risk
Floating-to-fixed cross
currency interest rate swap
Shinhan Bank
2025.10.02 ~
2029.10.02
2023.04.04
Borrowing for equipment with floating rate (Par value: KRW 100,000)
Interest rate risk
Interest rate swap
Woori Bank
2023.04.04 ~
2028.04.04
2024.03.07
Borrowing for equipment with floating rate (Par value: KRW 217,400)
Interest rate risk
Interest rate swap
Shinhan Bank
2024.03.07 ~
2027.10.18
(b)
The fair value of derivative financial assets and derivative financial liabilities held by the Group are presented in
other financial assets and other financial liabilities in the consolidated financial statements of financial position as of March 31, 2026 and the details are as follows:
(In millions of Korean won and thousands of foreign currencies)
Type of contract
Hedged items
Cash flow
hedge
Fair value
Floating-to-fixed cross
currency interest rate swap
Foreign currency denominated borrowing for equipment with floating rate (Par value: USD
107,750)
W
33,357
W
33,357
Interest rate swap
Borrowing for equipment with floating rate (Par value: KRW 100,000)
147
147
Interest rate swap
Borrowing for equipment with floating rate (Par value: KRW 217,400)
113
113
Derivative financial assets
W
33,617
Interest rate swap
Borrowing for equipment with floating rate
(Par value: KRW 217,400)
W
416
W
416
Derivative financial liabilities
W
416
As of March 31, 2026, changes of fair value of the derivative are recognized in other comprehensive income or loss as all of
designated hedging instruments are all effective against risks.
F-121
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
18. Derivative Financial Instruments, Continued
(2) Embedded Derivatives
The details of the embedded derivatives held by the Group presented in other financial liabilities in the consolidated financial statements of financial position as of
March 31, 2026 and December 31, 2025 are as follows:
(In millions of Korean won)
Derivative financial liabilities
March 31,
2026
December 31,
2025
Embedded Derivatives 1
W
1,596,771
W
4,911,677
1
Embedded derivatives are conversion right, call option, and put options granted on exchangeable bonds issued by the Group
on April 11, 2023 (See note 14).
(3) Currency Forward Contracts
The Group enters into currency forward contracts to minimize accounting profits and losses arising from the remeasurement of monetary assets and liabilities denominated
in foreign currencies other than USD, but hedge accounting is not applied. The details of the derivatives related to currency forward contracts held by the Group presented in other financial assets and other financial liabilities in the consolidated
financial statements of financial position as of March 31, 2026 and December 31, 2025 are as follows:
(In millions of Korean won)
March 31, 2026
December 31, 2025
Assets
Liabilities
Assets
Liabilities
Current derivatives:
Currency forwards
W
194
W
171
W
62
W
277
F-122
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
19. Capital Stock, Capital Surplus, Other Equity and Accumulated Other Comprehensive Income
(1)
The Parent Company has 9,000,000,000 authorized shares and the face value per share is W 5,000 as of March 31, 2026. The number of shares issued, common stock, capital surplus and other equity as of March 31, 2026 and
December 31, 2025, are as follows:
(In millions of Korean won and shares)
March 31,
2026
December 31,
2025
Issued shares 1
712,702,365
728,002,365
Capital stock:
Common stock
W
3,657,652
W
3,657,652
Capital surplus:
Additional paid-in capital 2
W
21,406
W
3,625,797
Others 2,3
8,488,877
5,327,917
W
8,510,283
W
8,953,714
Other equity:
Acquisition cost of treasury shares 3,4
W
(251,144
)
W
(1,499,954
)
Share options
39,456
64,018
Others
(156,739
)
87,338
W
(368,427
)
W
(1,348,598
)
Accumulated other comprehensive income:
Equity-accounted investees – share of other
comprehensive income
W
318,932
W
252,064
Foreign operations – foreign currency
translation differences
3,425,652
2,416,253
Gain on valuation of derivatives
605
8,545
W
3,745,189
W
2,676,862
Number of treasury shares:
Number of treasury shares 3,4
4,405,344
26,310,845
1
The number of issued shares decreased due to share retirement during the three-month period ended March 31, 2026 and
in prior periods.
2
During the three-month period ended March 31, 2026, the Parent Company resolved at the annual general meeting of
shareholders held on March 25, 2026, to increase distributable retained earnings by transferring capital surplus to retained earnings. As a result, share premium of
W 3,604,391 million and capital reduction surplus of
W 479,244 million were transferred to retained earnings.
3
The Group disposed 6,605,501 treasury shares during the three-month period ended March 31, 2026, and recognized gains
on disposal of treasury shares of W 3,984,135 million.
4
The Group canceled 15,300,000 treasury shares during the three-month period ended March 31, 2026.
(2)
The number of outstanding shares, which deducted treasury shares held by the Parent Company from listed issued shares, as
of March 31, 2026 and December 31, 2025, are as follows:
(In shares)
March 31, 2026
Listed
Shares
Treasury
Shares
Outstanding
Shares
The number of issued shares
712,702,365
4,405,344
708,297,021
(In shares)
December 31, 2025
Listed
Shares
Treasury
Shares
Outstanding
Shares
The number of issued shares
728,002,365
26,310,845
701,691,520
F-123
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
20. Retained Earnings
Retained
earnings as of March 31, 2026 and December 31, 2025 are as follows:
(In millions of Korean won)
March 31,
2026
December 31,
2025
Legal reserve 1
W
1,055,907
W
845,040
Discretionary reserve 2
235,507
235,507
Unappropriated retained earnings 3,4
147,454,971
105,496,001
W
148,746,385
W
106,576,548
1
The Commercial Code of the Republic of Korea requires the Parent Company to appropriate for each financial period, as a
legal reserve, an amount equal to a minimum of 10% of cash dividends paid until such reserve equals 50% of its issued capital stock. The reserve is not available for cash dividends payment but may be transferred to capital stock or used to reduce
accumulated deficit.
2
Discretionary reserve is the reserve for technology development.
3
For the three-month period ended March 31, 2026, the Group resolved at the annual general meeting of shareholders
held on March 25, 2026, to increase distributable retained earnings by transferring capital surplus to retained earnings. As a result, share premium of
W 3,604,391 million and capital reduction surplus of
W 479,244 million were transferred to retained earnings.
4
Dividends amounting to
W 1,327,712 million were approved at shareholders’ meeting held on March 25, 2026, and dividends payables are recorded as other payables as
of March 31, 2026.
21. Revenue
(1)
Details of the Group’s revenue for the three-month periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
2026
2025
Sale of goods and other products
W
52,545,397
W
17,608,044
Providing services
30,890
31,097
W
52,576,287
W
17,639,141
(2)
Details of the Group’s revenue by product and service types for the three-month periods ended March 31, 2026
and 2025 are as follows:
(In millions of Korean won)
2026
2025
DRAM
W
40,658,636
W
14,036,870
NAND Flash
11,574,235
3,228,835
Other
343,416
373,436
W
52,576,287
W
17,639,141
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Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
21. Revenue, Continued
(3)
Details of the Group’s revenue information by region based on the location of selling entities for the three-month
periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
2026
2025
Korea
W
178,767
W
442,620
U.S.A.
33,999,158
12,794,533
China
12,796,578
2,694,352
Asia (other than China)
4,473,287
1,258,292
Europe
1,128,497
449,344
W
52,576,287
W
17,639,141
(4)
Details of the Group’s revenue by the timing of revenue recognition during the three-month periods ended
March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
2026
2025
Performance obligations satisfied at a point in time
W
52,545,397
W
17,608,044
Performance obligations satisfied over time
30,890
31,097
W
52,576,287
W
17,639,141
22. Selling and Administrative Expenses and Research and Development Expenses
(1)
Selling and administrative expenses for the three-month periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
2026
2025
Selling and administrative expenses:
Salaries
W
844,451
W
437,819
Defined benefit plan
12,571
12,851
Employee benefits
91,285
65,449
Commission
177,124
192,976
Depreciation
70,764
75,503
Amortization
118,251
135,054
Freight and custody charges
17,099
13,340
Taxes and dues
43,089
28,932
Advertising
26,079
14,923
Supplies
39,383
22,468
Sales promotion expenses
113,945
100,577
Quality control cost
(43,101
)
(3,665
)
Training
28,426
26,667
Others
78,305
66,836
W
1,617,671
W
1,189,730
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Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
22. Selling and Administrative Expenses and
Research and Development Expenses, Continued
(2)
Research and development expenses for the three-month periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
2026
2025
Research and development expenses:
Expenditure on research and development
W
2,550,475
W
1,515,106
Development cost capitalized
(99,015
)
(43,349
)
W
2,451,460
W
1,471,757
23. Expenses by Nature
Nature of expenses
for the three-month periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
2026
2025
Changes in finished goods,
work-in-process and others
W
(1,082,560
)
W
(1,169,659
)
Raw materials, supplies and consumables
3,048,463
2,524,598
Salaries, employee benefit and others
5,517,273
2,732,918
Depreciation and amortization
3,725,765
3,333,928
Commission
1,214,072
1,016,503
Utilities
796,765
783,882
Repair
775,625
673,142
Outsourcing
659,180
408,631
Others
459,188
(36,862
)
Transfer: capitalized development cost and others
(147,767
)
(68,444
)
Total 1
W
14,966,004
W
10,198,637
1
Total expenses consist of cost of sales, selling and administrative expenses and research and development expenses.
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Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
24. Finance Income and Expenses
Finance income and expenses for the three-month periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
2026
2025
Finance Income:
Interest income
W
188,779
W
105,996
Dividend income
3,951,622
4,107
Foreign exchange differences 1
2,931,119
628,626
Gain on valuation of financial instruments
9,941,549
1,899,719
Others
43,281
48,911
17,056,350
2,687,359
Finance Expenses:
Interest expense
166,943
257,510
Foreign exchange differences 1
1,357,748
507,068
Loss on derivatives
1,498,792
—
Others
—
26
3,023,483
764,604
Net finance income (expenses)
W
14,032,867
W
1,922,755
1
The foreign exchange differences gain from long-term investment assets amounting to W 425,901 million (2025: The foreign exchange differences gain
W 169,533 million) are included for the three-month period ended March 31, 2026.
25. Other Income and Expenses
(1)
Other income for the three-month periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
2026
2025
Gain on disposal of property, plant and equipment
W
10,085
W
44,908
Others
4,938
34,035
W
15,023
W
78,943
(2)
Other expenses for the three-month periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
2026
2025
Donation
W
3,082
W
4,368
Loss on impairment of property, plant and equipment
6
35
Loss on disposal of property, plant and equipment
7,013
1,821
Loss on disposal of intangible assets
990
526
Depreciation of idle property, plant and equipment
3,301
11,575
Others
145
83,539
W
14,537
W
101,864
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SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
26. Income Tax Expense
Income tax expense is recognized based on management’s best estimate of the average annual effective income tax rate expected for the full financial year
multiplied by the pre-tax income of the interim reporting period. Income tax expense includes current tax expense adjustments related to prior period.
27. Earnings per Share
Basic earnings per share is calculated by dividing
the profit attributable to ordinary shareholders of the Parent Company by the weighted average number of outstanding ordinary shares during the three-month period.
(1)
Basic earnings per share for the three-month periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won, except for shares and per
share information)
2026
2025
Profit attributable to ordinary shareholders of the Parent Company
W
40,330,176
W
8,107,081
Weighted average number of outstanding ordinary
shares 1
705,383,456
689,640,407
Basic earnings per share (in Korean won)
W
57,175
W
11,756
1
Weighted average number of outstanding ordinary shares is calculated as follows:
(In shares)
2026
2025
Issued ordinary shares
719,332,365
728,002,365
Acquisition of treasury shares
(13,948,909
)
(38,361,958
)
Weighted average number of outstanding ordinary shares
705,383,456
689,640,407
(2)
Diluted earnings per share for the three-month periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won, except for shares and per
share information)
2026
2025
Profit attributable to ordinary shareholders of the Parent Company
W
40,330,176
W
8,107,081
Adjustment :
Changes in profit attributable to ordinary shareholders of the Parent Company due to the exercise of
Restricted Stock Units (RSUs) by subsidiaries’ employees
(79,703
)
(4,909
)
Interest expense (After-tax)
4,795
23,113
Loss (Gain) on foreign currency translation (After-tax)
70,859
(13,646
)
Diluted profit attributable to ordinary shareholders of the Parent Company
40,326,127
8,111,639
Weighted average number of diluted outstanding common
shares 1
711,592,641
710,834,107
Diluted earnings per share (in Korean won)
W
56,670
W
11,411
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SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
27. Earnings per Share, Continued
(2)
Diluted earnings per share for the three-month periods ended March 31, 2026 and 2025 are as follows, Continued:
1
Weighted average number of diluted outstanding ordinary shares is calculated as follows:
(In shares)
2026
2025
Weighted average number of outstanding ordinary shares
705,383,456
689,640,407
Share options
707,266
1,054,411
Exchangeable bond
5,501,919
20,139,289
Weighted average number of diluted outstanding ordinary shares
711,592,641
710,834,107
28. Transactions with Related Parties and Others
(1)
Details of related parties as of March 31, 2026 are as follows:
Type
Name of related parties
Associates
Stratio, Inc., SK China Company Limited, Gemini Partners Pte. Ltd., TCL Fund,
SK South East Asia Investment Pte. Ltd.,
Hushan Xinju (Chengdu) Venture Investment
Center (Smartsource),
Prume Social Farm, Co., Ltd., Wuxi xinfa IC industry park., Ltd.,
Mirae Asset Committee Semiconductor No.1 Startup Venture Private Equity Investment Co., Ltd.,
L&S (No.10) Early Stage III Investment Association,
SiFive, Inc., YD-SK-KDB Social Value,
Ningbo Zhongxin Venture Capital Partnership (Limited Partnership),
Jiangsu KVTS
Semiconductor science and Technology Co., Ltd.,
SAPEON Inc., SK Japan Inc., SK Americas, Inc.
Joint ventures
HITECH Semiconductor (Wuxi) Co., Ltd.,
SK hynix system ic (Wuxi) Co.,
Ltd., and its subsidiaries,
Specialized Investment-type Private Equity Investment Trust For Growth Of Semiconductor,
Specialized Investment-type Private Equity Investment Trust For Win-win System Semiconductor,
Semiconductor Ecosystem Fund
Other related parties
SK Square Co., Ltd., which has significant influence over the Group, and its subsidiaries,
SK Holdings Co., Ltd., which has control over SK Square Co., Ltd., and its subsidiaries
F-129
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SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
28. Transactions with Related Parties and
Others, Continued
(2)
Significant transactions with related parties for the three-month periods ended March 31, 2026 and 2025 are as
follows:
(In millions of Korean won)
2026
Company
Sales and
others
Purchase
and others
Asset
acquisition
Associates
SK China Company Limited
W
9
W
2,838
W
—
SK Japan Inc.
—
445
—
Wuxi xinfa IC industry park., Ltd.
—
32
—
Joint ventures
HITECH Semiconductor (Wuxi) Co., Ltd.
478
216,662
5,438
SK hynix system ic (Wuxi) Co., Ltd.
3,442
—
—
SK hynix system ic Wuxi solutions Inc.
4,071
3,645
—
Other related parties
SK Telecom Co., Ltd.
1,968
15,777
2,481
SK Holdings Co., Ltd. 1
5,326
129,115
2,390
ESSENCORE Limited
1,550,318
—
—
SK Ecoplant Co., Ltd.
19,176
—
986,370
SK Energy Co., Ltd.
9,561
36,850
—
SK Networks Co., Ltd.
298
1,536
—
Chungcheong energy service Co., Ltd.
25
18,169
—
SK Siltron Co., Ltd.
10,076
122,086
—
SK Airplus Inc.
1,841
1,863
—
Techdream Co., Ltd.
—
32,547
—
SK Tri Chem Co., Ltd.
204
42,908
—
SK Aircore Co., Ltd.
139
33,756
—
SK Shieldus Co., Ltd.
200
37,276
565
SK Innovation Co., Ltd.
1,296
22,557
40
SK Square Co., Ltd.
12
—
—
SK REIT Co., Ltd.
—
1,243
—
Clean Industrial REIT Co., Ltd.
—
6,255
—
FSK L&S Co., Ltd.
16
12,674
1,336
PRISM Energy International Pte. Ltd.
—
172,799
—
Others
26,274
84,676
1,860
W
1,634,730
W
995,709
W
1,000,480
1
Royalty expense for the use of the SK brand for the three-month period ended March 31, 2026 is included.
F-130
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
28. Transactions with Related Parties and
Others, Continued
(2)
Significant transactions with related parties for the three-month periods ended March 31, 2026 and 2025 are as
follows, Continued:
(In millions of Korean won)
Company
2025
Sales
and others
Purchase
and others
Asset
acquisition
Associates
SK China Company Limited
W
6
W
3,232
W
—
Prume Social Farm, Co., Ltd.
—
18
—
SK Japan Inc.
—
922
—
Joint ventures
HITECH Semiconductor (Wuxi) Co., Ltd.
4,878
178,096
6,967
SK hynix system ic (Wuxi) Co., Ltd.
2,576
—
—
Other related parties
SystemIC Solution
5,019
—
—
Hystars Semiconductor (Wuxi) Co., Ltd.
—
20,560
—
SK Telecom Co., Ltd.
1,569
13,185
—
SK Holdings Co., Ltd. 1
5,049
70,999
779
ESSENCORE Limited
346,692
—
—
SK Ecoplant Co., Ltd.
11,414
—
291,863
SK Energy Co., Ltd.
4,503
57,935
—
SK Networks Co., Ltd.
1,520
1,272
32
SK enpulse Co., Ltd
792
13,678
—
Chungcheong energy service Co., Ltd.
3
19,215
—
SK Specialty Co., Ltd.
1,017
26,810
—
SK Siltron Co., Ltd.
10,820
122,608
—
SK Airplus Inc.
88
25,771
—
Techdream Co., Ltd.
—
30,632
—
SK Tri Chem Co., Ltd.
265
34,598
—
SK Shieldus Co., Ltd.
199
30,230
812
SK Innovation Co., Ltd.
1,491
24,322
—
SK Square Co., Ltd.
26
—
—
SK REIT Co., Ltd.
—
1,399
—
Clean Industrial REIT Co., Ltd.
—
6,815
—
FSK L&S Co., Ltd.
24
10,511
960
SK LNG Trading Pte., Ltd.
—
246,882
—
Others
29,903
57,504
989
W
427,854
W
997,194
W
302,402
1
Royalty expense for the use of the SK brand for the three-month period ended March 31, 2025 is included.
F-131
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
28. Transactions with Related Parties and
Others, Continued
(3)
The balances from significant transactions as of March 31, 2026 and December 31, 2025 are as follows:
(In millions of Korean won)
Company
March 31, 2026
Trade receivables
and others
Other payables
and others
Associates
SK China Company Limited
W
—
W
2,946
SK Japan Inc.
639
2,000
Wuxi xinfa IC industry park., Ltd
—
11
TCL Fund
8,341
—
Joint ventures
HITECH Semiconductor (Wuxi) Co., Ltd.
391
392,470
SK hynix system ic (Wuxi) Co., Ltd.
275,816
653
SystemIC Solution
1,336
54
Hystars Semiconductor (Wuxi) Co., Ltd.
—
49,569
Other related parties
SK Telecom Co., Ltd.
937
16,782
SK Holdings Co., Ltd.
2,750
255,292
ESSENCORE Limited
558,582
—
SK Ecoplant Co., Ltd.
12,739
1,786,225
SK Energy Co., Ltd.
7,716
20,483
SK Networks Co., Ltd.
164
1,534
Chungcheong energy service Co., Ltd.
26
5,099
SK Siltron Co., Ltd.
99,599
71,339
SK Airplus Inc.
1,137
140,031
Techdream Co., Ltd.
—
4,494
SK Tri Chem Co., Ltd.
199
10,470
SK Aircore Co., Ltd.
63
369,285
SK Shieldus Co., Ltd.
75
14,462
SK Innovation Co., Ltd.
819
3,680
SK REIT Co., Ltd.
17,330
136,035
Clean Industrial REIT Co., Ltd.
—
511,912
FSK L&S Co., Ltd.
8
3,778
PRISM Energy International Pte. Ltd.
—
111,404
Others
38,144
160,589
W
1,026,811
W
4,070,597
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Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
28. Transactions with Related Parties and
Others, Continued
(3)
The balances from significant transactions as of March 31, 2026 and December 31, 2025 are as follows,
Continued:
(In millions of Korean won)
Company
December 31, 2025
Trade
receivables
and others
Other
payables
and others
Associates
SK China Company Limited
W
5
W
9,372
Prume Social Farm, Co., Ltd.
—
8
SK Japan Inc.
620
3,242
TCL Fund
7,809
—
Joint ventures
HITECH Semiconductor (Wuxi) Co., Ltd.
664
374,408
SK hynix system ic (Wuxi) Co., Ltd.
261,110
—
SK hynix system ic Wuxi solutions Inc.
1,814
156
Hystars Semiconductor (Wuxi) Co., Ltd.
—
46,410
Other related parties
SK Telecom Co., Ltd.
845
23,483
SK Holdings Co., Ltd.
2,322
328,169
ESSENCORE Limited
1,012,569
—
SK Ecoplant Co., Ltd.
11,819
2,792,416
SK Energy Co., Ltd.
2,781
25,495
SK Networks Co., Ltd.
90
2,659
SK enpulse Co., Ltd.
—
705
Chungcheong energy service Co., Ltd.
7
6,330
SK Siltron Co., Ltd.
107,300
44,478
SK Airplus Inc.
326
698,786
Techdream Co., Ltd.
—
4,918
SK Tri Chem Co., Ltd.
117
12,267
SK Shieldus Co., Ltd.
79
18,026
SK Innovation Co., Ltd.
917
4,142
SK Square Co., Ltd.
198
—
SK REIT Co., Ltd.
17,330
140,571
Clean Industrial REIT Co., Ltd
—
524,661
FSK L&S Co., Ltd.
4
5,382
PRISM Energy International Pte. Ltd.
—
215,472
Others
31,688
173,308
W
1,460,414
W
5,454,864
(4) Key management compensation
The Group considers
registered directors of the Parent Company who have authority and responsibility for planning, directing and controlling the activities of the Group as key management. The compensation paid to key management for employee services for the three-month
periods ended March 31, 2026 and 2025 are as follows:
(In millions of Korean won)
Details
2026
2025
Salaries
W
4,991
W
3,741
Defined benefit plan related expenses
257
204
Share-based payments
29
244
W
5,277
W
4,189
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Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
28. Transactions with Related Parties and
Others, Continued
(5)
The significant transactions between the Group and the companies that are in the same conglomerate group according to
‘ Fair Trade Law’ for the three-month periods ended March 31, 2026 and 2025 are as follows. These entities are not related parties according to IAS 24 Related Party Disclosures .
(In millions of Korean won)
2026
Name of entity
Sales
and others
Purchase
and others
Asset
acquisition
SK Chemicals Co., Ltd.
W
2,547
W
—
W
—
SK Bioscience Co., Ltd.
617
—
—
SMCore.Inc
30
568
2,817
Korea Nexlene Company
954
—
—
Others
338
15
—
W
4,486
W
583
W
2,817
(In millions of Korean won)
2025
Name of entity
Sales
and others
Purchase
and others
SK Chemicals Co., Ltd.
W
2,162
W
—
SK Bioscience Co., Ltd.
297
—
SMCore.Inc
173
382
Korea Nexlene Company
1,435
—
Others
333
W
—
W
4,400
W
382
(6)
The balances of significant transactions between the Group and the companies that are in the same conglomerate group
designated by ‘ Fair Trade Law’ as of March 31, 2026 and December 31, 2025 are as follows. These entities are not related parties according to IAS 24 Related Party Disclosures .
(In millions of Korean won)
March 31, 2026
Name of entity
Trade receivables
and others
Other payables
and others
SK Chemicals Co., Ltd.
W
1,021
W
—
SK Bioscience Co., Ltd.
276
—
SMCore.Inc
28
5,674
Korea Nexlene Company
436
—
Others
260
—
W
2,021
W
5,674
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Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
28. Transactions with Related Parties and
Others, Continued
(6)
The balances of significant transactions between the Group and the companies that are in the same conglomerate group
designated by ‘ Fair Trade Law’ as of March 31, 2026 and December 31, 2025 are as follows. These entities are not related parties according to IAS 24 Related Party Disclosures ., Continued
(In millions of Korean won)
December 31, 2025
Name of entity
Trade receivables
and others
Other payables
and others
SK Chemicals Co., Ltd.
W
707
W
—
SK Bioscience Co., Ltd.
245
—
SMCore.Inc
18
5,637
Korea Nexlene Company
122
—
Others
178
—
W
1,270
W
5,637
(7) The right-of-use
assets and lease liabilities recognized regarding the lease agreements with HITECH Semiconductor (Wuxi) Co., Ltd. and Hystars Semiconductor (Wuxi) Co., Ltd., a joint venture for the three-month period ended March 31, 2026 amount to W 5,438 million (2025:
W 6,967 million) and
W 5,438 million (2025: W 6,967
million), respectively, and lease payments to HITECH Semiconductor (Wuxi) Co., Ltd. and Hystars Semiconductor (Wuxi) Co., Ltd., a joint venture for the three-month period ended March 31, 2026 amount to W 14,107 million (2025: W 18,400 million). The right-of-use assets and lease liabilities recognized regarding the lease agreements with other related parties including SK Broadband Co., Ltd. for the three-month period ended March 31, 2026 increased
by W 1,013 million (2025:
W 32 million increased) and increased by
W 1,013 million (2025:
W 32 million increased), respectively, and lease payments to the other related parties including SK Aircore Co., Ltd. for the three-month
period ended March 31, 2026 amount to W 45,552 million (2025:
W 41,525 million).
(8) As
of March 31, 2026, the Group provides a payment guarantee amounting to KRW 153,396 million (RMB 701 million) to Wuxi Xinfa Group Co., Ltd. on behalf of Hystars Semiconductor (Wuxi) Co., Ltd., a joint venture.
(9) The establishment of the subsidiary is explained in Note 1, and the acquisitions and additional investments of associates are
explained in Note 10.
(10) Financial transactions with related parties for the three-month periods ended March 31, 2026 and 2025
are as follows :
(In millions of Korean won)
2026
Company
Dividend
Paid
Other related parties
SK Square Co., Ltd.
W
273,938
(In millions of Korean won)
2025
Company
Dividend
Paid
Other related parties
SK Square Co., Ltd.
W
190,514
F-135
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
29. Commitments and Contingencies
(1)
As of March 31, 2026, the Group is involved in various legal claims and litigation. In connection with those legal
claims and litigation for which no provision was recognized, management does not believe the Group has a present obligation, nor is it expected any of these claims or litigation will have a significant impact on the Group’s financial position
or operating results in the event an outflow of resources is ultimately necessary.
(2)
Back-end process service contract with HITECH Semiconductor (Wuxi) Co., Ltd.
(“HITECH”)
The Group has entered into an agreement with HITECH to be provided with back-end
process service by HITECH. The conditions of the service provided include package, package test, modules and others. According to the agreement, the Group has paid a certain level of guaranteed margin to HITECH as the Group has priority to use
HITECH’s equipment.
(3)
Assets provided as collateral
Details of assets provided as collateral as of March 31, 2026 are as follows:
(In millions of Korean won and millions of foreign currencies)
Book value
Pledged amount
Category
Amount
Currency
Amount
in USD
Amount
in KRW
Remark
Land and buildings
W
25,902
KRW
—
14,854
Borrowings for
equipment
and others
Machinery
USD
600
908,040
920,751
KRW
—
1,480,000
USD
600
908,040
W
946,653
KRW
—
1,494,854
(In millions of Korean won and millions of foreign currencies)
Book value
Collateral liabilities amount
Category
Amount
Currency
Amount
in USD
Amount
in KRW
Remark
Land and buildings
W
25,902
KRW
—
1,175
Borrowings for
equipment
and others
Machinery
USD
94
141,881
920,751
KRW
—
1,000,000
USD
94
141,881
W
946,653
KRW
—
1,001,175
F-136
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
29. Commitments and Contingencies, Continued
(4)
Financing agreements
Details of credit lines with financial institutions as of March 31, 2026 are as follows:
(In millions of Korean won and millions of foreign currencies)
Financial
Institution
Commitment
Currency
Amount
The Parent Company
Hana Bank and others
Import finance and others including usance
USD
330
Comprehensive limit contract for import and export including usance
USD
1,690
Overdrafts with banks
KRW
20,000
Accounts receivable factoring contracts which have no right to recourse
KRW
30,000
Supplier finance arrangement
KRW
2,360,000
SK hynix Semiconductor (China) Ltd.
Agricultural Bank of China
and others
Import finance and others including usance
RMB
950
USD
490
SK hynix America Inc.
and other sales subsidiaries
Citibank and others
Accounts receivable factoring contracts which have no right to recourse
USD
837
Domestic subsidiaries
Hana Bank and others
Supplier finance arrangement
KRW
42,720
Import finance and others including usance
USD
15
(5)
The Group’s commitments in relation to future capital expenditures on property, plant and equipment that
have not been recognized as of March 31, 2026 are W 30,921,877 million (as of December 31, 2025 W 6,667,863 million).
(6)
Investment in KIOXIA Holdings Corporation (“KIOXIA”)
In regard to the Group’s interests in KIOXIA through the investments in BCPE Pangea Intermediate Holdings Cayman, L.P. and BCPE Pangea Cayman2 Limited, the equity
interests in KIOXIA that the Group may hold, directly or indirectly, are limited to a certain percentage for a specified period following the acquisition. In addition, during the same restricted period, the Group is also prohibited from appointing
directors to KIOXIA and as a result, is unable to exercise significant influence over KIOXIA’s operations and management.
(7)
Acquisition of the Intel NAND business
In the process of obtaining a conditional business combination approval for the Intel NAND business acquisition from the Chinese competition authority (Chinese State
Administration for Market Regulation) in connection with the first closing of the Intel NAND business completed during the year ended December 31, 2021, the Group was imposed with certain conditions, mainly including the obligation to maintain
a reasonable pricing policy, increase production and to support the entry of third-party competitors into the Chinese eSSD market. These obligations apply for a five-year period from December 2021. After the end of this period, the Group may apply
for a waiver of the conditions, and the Chinese State Administration for Market Regulation will determine whether to approve the waiver based on the competitive landscape of the Chinese eSSD market at that time.
F-137
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
29. Commitments and Contingencies, Continued
(8)
The Group entered into supplier finance arrangements. In accordance with the arrangements, when the finance providers pay
the payables related to the Group’s trade and other payables to the suppliers, the Group pays the finance providers on the payment due date. In order for the finance providers pay the receivable, the Group had to have received the goods or
services and approved the invoices.
If suppliers choose early collection of payment, the finance providers pay the amount before the payment due
date. The Group settles the trade and other payables with the finance providers on the payment due date. All trade and other payables subject to the supplier finance arrangements are included in trade and other payables in the Group’s
consolidated statement of financial position. As of March 31, 2026, the amount paid to suppliers under the supplier finance arrangements is KRW 887,956 million. Meanwhile, the Group’s trade and other payables arising from supplier
finance arrangements are operating payables from ordinary purchase transactions; accordingly, changes in these balances are primarily driven by operating cash flows, and non-cash movements are not significant.
30. Consolidated Interim Statements of Cash Flows
(1)
Reconciliations between profit and cash generated from operations for the three-month periods ended March 31, 2026
and 2025 are as follows:
(In millions of Korean won)
2026
2025
Profit for the period
W
40,345,909
W
8,108,195
Adjustment
Income tax expense
11,270,949
1,191,034
Interest expense
166,943
257,510
Interest income
(188,779
)
(105,996
)
Depreciation
3,518,501
3,124,069
Amortization
210,566
221,434
Defined benefit plan
54,735
58,896
Loss on foreign currency translation
829,259
112,969
Gain on foreign currency translation
(1,708,435
)
(365,083
)
Gain on disposal of financial instruments
(42,910
)
(40,417
)
Gain on disposal of property, plant and equipment
(10,085
)
(44,908
)
Share of loss
26,778
41,110
Gain on valuation of financial instruments
(9,941,549
)
(1,899,719
)
Loss (gain) on derivatives
1,498,421
(8,494
)
Dividend income
(3,951,622
)
(4,107
)
Share-based payments
21,001
200,238
Others
45,218
(2,956
)
Changes in operating assets and liabilities
Decrease (increase) in trade receivables
(13,177,522
)
2,426,173
Decrease in loans and other receivables
337,528
190,977
Increase in inventories
(1,435,500
)
(1,235,634
)
Decrease (increase) in other assets
(330,937
)
76,733
Decrease in trade payables
(1,628,282
)
(370,455
)
Increase (decrease) in other payables
20,779
(67,393
)
Decrease in other non-trade payables
(804,406
)
(1,096,433
)
Decrease in provisions
(45,884
)
(27,878
)
Increase (decrease) in other liabilities
798,759
(88,429
)
Payment of defined benefit liabilities
1,611
2,509
Contributions to plan assets
(839
)
—
Cash generated from operating activities
W
25,880,207
W
10,653,945
F-138
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
30. Consolidated Interim Statements of Cash
Flows, Continued
(2)
Details of significant transactions without inflows and outflows of cash for the three-month periods ended March 31,
2026 and 2025 are as follows:
(In millions of Korean won)
2026
2025
Increase in other payables related to dividends
W
1,327,712
W
900,209
Decrease in derivative liabilities and exchangeable bonds due to the exercise of exchange rights
4,004,607
—
(3)
The Group presented the inflow and outflow of cash from short-term investment assets, etc. which are frequently traded
and have a large total amount and mature in a short period of time, as net increases and decreases.
31. Share-based Payment
(1)
Details of the granted share-based payment
(a)
The Parent Company accounts for share-based payment, with options granted to employees to choose either cash-settled or
equity-settled share-based payment, in accordance with the substance of transactions and the details of the share options as of March 31, 2026 are as follows:
(In shares)
Total numbers of
share option granted
Forfeited or
Cancelled
Exercised
Outstanding at
March 31, 2026
10 th
54,020
10,764
10,504
32,752
12 th 1
6,469
—
6,469
—
13 th 2
75,163
29,851
45,312
—
14 th
195,460
59,167
19,622
116,671
331,112
99,782
81,907
149,423
Grant date
Service Period for Vesting
Exercisable Period
Exercise price
(in Korean won)
10 th
March 20, 2020
March 20, 2020 - March 20, 2023
March 21, 2023 - March 20, 2027
W
84,730
12 th 1
March 30, 2021
March 30, 2021 - March 30, 2023
March 31, 2023 - March 30, 2026
136,060
13 th
2
March 30, 2021
March 30, 2021 - March 30, 2023
March 31, 2023 - March 30, 2026
136,060
14 th
March 30, 2022
March 30, 2022 - March 30, 2024
March 31, 2024 - March 30, 2027
121,610
1
During the three-month period ended March 31, 2026, the share options were exercised as equity-settled share-based
payment.
2
During the three-month period ended March 31, 2026, the share options were exercised as equity-settled and
cash-settled share-based payment.
F-139
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
31. Share-based Payment, Continued
(1)
Details of the granted share-based payment, Continued
(b)
Details of equity-settled share-based payment granted by the Parent Company are as follows:
1-1 st
1-2 nd
2 nd
3 rd
Grant date
2022-03-17
2022-04-27
2023-06-28
2024-04-30
Types of shares to be issued
Registered common shares
Registered common shares
Registered common shares
Registered common shares
Grant method
Reissue of treasury shares
Reissue of treasury shares
Reissue of treasury shares
Reissue of treasury shares
Number of shares
Initial grant size TSR Adjustment ratio / Stock price on exercise date 1,3
Initial grant size TSR Adjustment ratio / Stock price on exercise date 1,3
Initial grant size * (Adjustment ratio + increase rate of stock price – increase rate of KOSPI200) 2,3
Initial grant size * (Adjustment ratio + increase rate of stock price – increase rate of KOSPI200) 2
Base stock price (in Korean won)
W 124,000
W 108,500
W 79,975
W 135,975
Exercisable period
March 17, 2025
~ March 17, 2029 4
April 27, 2025
~ April 27, 2029
January 1, 2026
lump sum payment 5
January 1, 2027 lump sum payment
Service period for vesting
2 years’ service from
the grant date
2 years’ service from
the grant date
3 years’ service from January 1, 2023 6
3 years’ service from January 1, 2024 6
1
TSR (Total shareholder return) is calculated as “(Stock price on exercise notification date—Base stock price +
company’s total dividends per share from grant date to exercise notification date)/base stock price”, and the adjustment ratio considers the Group’s TSR compared to the TSR of its industry peers.
2
The adjustment ratio considers increase rate of stock price, and the maximum adjusted shares is 2 times of initial grant
shares. If the increase rate of stock price rises by 100% or higher and exceeds the increase rate of KOSPI200 by 50% points, additional shares equal to the initial grant will be paid.
3
Some of the 1-1st and 1-2nd share-based
payments were cancelled and a replacement amount was granted in the 2nd share-based payment.
4
A portion of the stock options was exercised and settled during the year ended December 31, 2025.
5
As of March 31, 2026, a portion of the shares remains unpaid.
6
When employed for more than 2 years but less than 3 years, the granted amount is adjusted in proportion to the period of
service.
(c)
In addition to above share options granted by the Parent Company, restricted stock units (RSUs) for the Parent
Company’s subsidiary, SK hynix NAND product Solutions Corp., were also granted to the subsidiary and its employees. However, during the three-month period ended March 31, 2026, the business and assets/liabilities of SK hynix NAND Product
Solutions Corp. were transferred to Solidigm Inc. The current status of the Restricted Stock Units (RSUs) of Solidigm Inc. is as follows:
(In shares)
Grant cycle
Total numbers of
share option granted
Forfeited or
Cancelled
Exercised
Quarterly
173,275,440
56,163,149
46,994,195
F-140
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
31. Share-based Payment, Continued
(2)
Details of liabilities recognized for stock appreciation rights as of March 31, 2026 are as follows:
(In millions of Korean won)
March 31,
2026
Stock appreciation rights liabilities
W
71,423
(3)
Measurement of fair value
(a)
The compensation cost is calculated by applying a binomial option-pricing model in estimating the fair value of the
option as of March 31, 2026. The inputs used are as follows:
10 th
12 th
13 th
14 th
Share price (Closing stock price on valuation date, in Korean won)
W
530,000
W
530,000
W
530,000
W
530,000
Expected volatility
46.40
%
46.40
%
46.40
%
46.40
%
Estimated fair value of share option
(in Korean won)
W
445,270
W
393,940
W
393,940
W
408,492
Dividend yield ratio
0.42
%
0.42
%
0.42
%
0.42
%
Risk free ratio
2.70
%
2.47
%
2.47
%
2.71
%
(b)
The compensation cost regarding the equity-settled share-based payment granted by the Parent Company is calculated by
applying a binomial option-pricing model in estimating the fair value of the option. The inputs used to measure the fair value of the share-based payment as of the grant date are as follows.
1-1 st
1-2 nd
2 nd
3 rd
Expected volatility
33.92
%
34.22
%
34.81
%
36.85
%
Per-share fair value of the option (in Korean won)
W
52,729
W
42,064
W
155,443
W
224,203
Dividend yield ratio 1
—
—
1.50
%
1.10
%
Risk-free interest rate (Government bonds yield)
2.65
%
3.19
%
3.60
%
3.53
%
1
Payout ratio was not taken into consideration as it was assumed that the stock price decline due to dividends would be
compensated as the dividend amount until the exercise period is added in the calculation of 1-1st and 1-2nd TSR.
(4)
The compensation expense for the three-month period ended March 31, 2026 is
W 20,274 million (2025: W 17,982
million).
32. Subsequent Event
(1)
On April 22, 2026, the Board of Directors of the Parent Company resolved to merge SK hynix Semiconductor (Dalian)
Co., Ltd. with its subsidiary, SK hynix semiconductor storage technology (Dalian) Co., Ltd. Following this resolution, the two companies entered into a merger agreement, and the effective date of the merger is expected to be July 1, 2026.
F-141
Table of Contents
SK hynix Inc. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
March 31, 2026 and 2025 and December 31, 2025 (Unaudited)
32. Subsequent Event, Continued
(2)
On April 28, 2026, the Parent Company decided to early redeem the entire outstanding balance of its foreign
exchangeable bonds by delivering treasury shares to the bondholders. The details of the transaction are as follows:
Bonds to be redeemed
Foreign exchangeable bond
(Issue date: April 11,
2023)
Issue amount
USD 1,700,000,000
Amount to be redeemed
USD 100,800,000
Event for early redemption
Exercise of the issuer’s early redemption option (Call Option)
- In the event that the aggregate principal amount of the Bonds outstanding is less than 10% of the aggregate principal amount originally issued (Clean Up
Call)
Number of shares exchangeable
1,219,445 shares
Expected redemption date
May 28, 2026
F-142
Table of Contents
Table of Contents
17,790,000 Common Shares
Represented by American Depositary Shares
PROSPECTUS
July 9, 2026
BofA Securities
Citigroup
Goldman Sachs
J.P. Morgan
Cantor
Mizuho
Needham & Company
RBC Capital Markets
Rosenblatt
Stifel
Wedbush Securities
William Blair
Wolfe | Nomura Alliance
Through and including August 3, 2026 (the 25th day after the date of this prospectus), all dealers effecting
transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an
unsold allotment or subscription.
内存供给瓶颈支撑下半年重估
重要性4/5 直接相关
报告直接覆盖SK海力士、三星电子和SKHY，给出SOCAMM2需求解释、HBM价格假设及完整盈利预测，事实密度较高。发布时间为06/08，且多项关键结论属于券商预测，因此当日日报中应优先阅读但需结合最新公司指引验证。
中文摘要
核心结论
SK证券认为，英伟达Vera中央处理器的SOCAMM2（服务器内存模块）配置由192GB×8降至96GB×8，反映内存短缺下为扩大系统出货量而进行的容量重新分配，英伟达中央处理器对应的SOCAMM2与LP5X（低功耗第五代扩展型内存）合计需求并未下调。报告预计，长期供货合同、2027年HBM（高带宽内存）提价和股东回报增强将推动内存行业在2026年下半年重估。
重要性评级
评级：4/5（直接相关）
报告直接覆盖SK海力士、三星电子及SKHY，并提供内存供需、价格和盈利预测。其行业判断与标的关联紧密，但核心数据多为券商预测，发布距本次读取已超过一个月，需结合最新报价、订单和公司指引验证。
关键事实
- 市场此前担忧英伟达Vera中央处理器的SOCAMM2配置由192GB×8降至96GB×8，并将其解读为需求转弱；SK证券判断调整目的是在内存短缺环境中增加整机出货量。
- 报告称，英伟达中央处理器对应的SOCAMM2与LP5X合计需求没有下降，人工智能相关内存需求仍强，供应短缺短期内难以缓解。
- SK证券预计，3—5年长期供货合同将提高需求可见度并抬升价格下限；供应商优先保障合同客户后，现货市场仍可能争夺有限余量。
- 报告判断2027年HBM3e、HBM4和HBM4e价格较2026年至少上涨50%。依据是DDR5（第五代双倍数据率内存）每Gb价格已开始超过HBM，而HBM盈利能力较DDR5低约40个百分点。
- 报告预计，HBM提价将提高产能配置意愿，同时压低通用DRAM（动态随机存取存储器）的产出位元，并影响潜在NAND（闪存）供应；其2027年预计转换比率为4:1。
- SK证券预计SK海力士净现金将在2026年第三季度超过100万亿韩元；三星电子现行三年股东回报政策将在2026年结束，因而判断两家公司可能在下半年强化股东回报。
- 对SK海力士，报告预测2026年收入345.774万亿韩元、营业利润271.883万亿韩元、营业利润率79%；2027年收入519.877万亿韩元、营业利润423.835万亿韩元、营业利润率82%。这些数字均为SK证券估算。
- SK证券维持三星电子61万韩元、SK海力士400万韩元目标价，并指出美国债券收益率上升可能扩大短期波动。
作者观点与证据
作者立场明确偏多，将SOCAMM2容量下调解释为供给约束下的产品配置变化，并以人工智能投资需求、内存结构性瓶颈、长期供货合同、HBM与DDR5盈利差异及股东回报预期支撑判断。证据包含产品配置、价格与盈利能力比较及公司财务预测，但2027年HBM至少提价50%、SK海力士高利润率和目标价均属于券商估算，原文未提供客户合同、订单规模或公司正式指引作为独立验证。
与相关标的的关系
000660与SKHY均对应SK海力士，报告预期其HBM定价、DRAM供给约束、净现金积累和股东回报改善共同抬升盈利可见度。005930对应三星电子，其内存业务同样受益于合同市场和现货市场供给偏紧，但报告同时列示晶圆代工及系统大规模集成业务持续亏损的预测。英伟达SOCAMM2配置变化是两家内存厂商需求判断的直接观察点。
时效性与限制
报告发布于06/08（未给出具体时刻），本地材料检索于美东时间 07/15 22:20（UTC+8 07/16 10:20）。原始材料来自10页韩文PDF（便携式文档格式）的文字提取，图表版式和图像信息仍应以原文件为准；报告发布后的价格、订单、利率与公司指引变化未被纳入。
后续跟踪
- 英伟达Vera平台最终SOCAMM2与LP5X配置、整机出货计划及供应商份额。
- 2027年HBM3e、HBM4和HBM4e合同价格，以及DDR5与HBM单位盈利差距。
- SK海力士2026年第三季度净现金、资本开支和股东回报安排。
- 三星电子新一轮股东回报政策及内存、晶圆代工业务的实际利润率。
证据限制：Original text was supplied through PDF原始URL直连下载后由Poppler pdftotext -layout完整提取，并抽查第1、5、10页渲染 after online collection failed.；通用文章collector不把application/pdf二进制直接写入originalMarkdown；本行保留10页PDF的完整文本提取，图表版式和图片仍以原PDF为准。
原文
Semiconductor: The Correction Is an Opportunity
2026-06-08
반도체
조정은 기회
반도체. 한동희 / donghee.han@sks.co.kr / 3773-8826
Signal: SOCAMM2 채용량 하향 조정은 시스템 판매량 증대를 위한 사양 재분배 목적. 전체 수요 불변
Key: 하반기 메모리 재평가 본격화 전망 유지: 장기공급계약, HBM 가격 인상, 주주환원 강화
Step: 유동성 우려 상존. 다만, AI 투자 당위성과 메모리 구조적 병목, 상대가치 우위 불변. 조정은 기회
SOCAMM2 채용량 하향 조정은 판매량 증대를 위한 Allocation 목적
지난 금요일 반도체 업종의 주가는 크게 하락했다. 주요 원인은 엔비디아의 Vera CPU 향 SOCAMM2 채용량이 절반 수준 하향
(192GB8->96GB8)으로 될 것이라는 우려가 수요 전망의 하락으로 해석되었기 때문이다. 다만 SK 증권은 POR 변경의 의미가
수요 하락이 아닌 메모리 공급 부족에 따른 사양 재분배 즉, 출하 구성 조정의 의미라고 판단한다. 메모리 공급 부족 심화 및 장기화
국면에서 시스템 판매 수량을 확보하기 위한 전략적 선택이기 때문이다. AI 향 수요는 여전히 강력하며, 공급 부족 상황은 단기에 해소
되기 어려운 상황이다. 엔비디아 내 CPU 향 SOCAMM2+LP5X 전체 수요는 하향되지 않았다.
하반기 메모리 재평가 본격화 전망 유지
1) 장기공급계약을 통한 수요 가시성 확보와 Dual market 효과
장기공급계약은 업황의 안정 성장을 견인할 것이다. 3~5 년여의 수요 가시성 확보, 높은 가격 하단 설정으로 실적 안정성을 견인
할 것이다. 또한 시황노출시장의 강세 역시 이끌 것이다. 메모리 공급자들의 물량 배분의 우선순위가 장기공급계약 시장으로 확
정되며, 시황노출시장은 공급부족 심화 국면에서 지속적으로 한계 물량에 대한 경쟁에 노출될 것이기 때문이다.
2) 27 년향 HBM 가격의 강력한 인상 (50% 이상). 이에 따른 메모리 전체 업황 강화
27 년향 HBM 가격의 강력한 인상은 필연적이다. 현재 Gb 당 D5 가격은 HBM 을 상회하기 시작했고, HBM 수익성은 D5 대비
40%p 수준 낮다. 하반기 HBM4 반영에 따른 ASP 상승이 예정되어 있지만, D5 가격 역시 하반기 지속 상승할 것이라는 점과
HBM 의 높은 원가를 감안하면, HBM 향 생산 능력 배분의 경제적 유인이 낮다. 27 년 HBM 가격은 26 년 대비 최소 50% 인상
될 것이다. HBM3e/4/4e 모든 제품이 가격 인상 대상이다. 또한 이는 메모리 전체 업황 강화로 확산될 것이다. HBM 생산능력
배분 유인 상승은 범용 DRAM 의 생산 Bit 하락 (27E Trade ratio 4:1)시키고, 잠재적 NAND 공급에도 영향을 미친다.
3) 하반기 주주환원 강화 시작 전망
AI 시대의 메모리 이익 창출력 제고와 안정성, 가시성은 구조적이다. 이를 통한 주주환원 강화의 하반기 시작을 전망한다. SK 하
이닉스의 순현금 100 조원 초과 시점은 3Q26 이며, 삼성전자의 기존 3 개년 주주환원 정책은 올해가 마지막이다.
유동성 우려 상존. 다만, AI 투자 당위성과 메모리의 구조적 병목, 상대가치 우위 불변. 조정은 기회
AI 인프라 관련주의 주가는 내생 변수보다 외생 변수, 특히 유동성 우려에 많은 영향을 받아왔다. 24 년 7~8 월 엔캐리 트레이드 청
산, 25 년 4 월 트럼프 관세, 25 년 11 월 미국 정부 셧다운, 26 년 4 월 미국-이란 전쟁에 따른 조정이 그 사례이다. 이를 감안하면, 최
근 메모리의 강한 주가 랠리 후 미국 채권 금리 급등은 주가의 단기 변동성 확대 요인이다. 다만, 금리의 상승이 구조적 현상으로 발전
하지 않는다면, 중장기 주가의 흐름은 펀더멘털에 수렴할 것이다. AI Labs 의 상장, Hyperscaler 들의 자금 조달 등을 감안하면 거시경
제 대비 AI 투자에 대한 당위성, 독립성은 여전히 확고하다. 또한 AI 시대 메모리의 구조적 병목, 위상 제고, 메모리 업체들의 실적 강
세는 단기에 변하는 가치가 아니다. 조정은 기회이다. 삼성전자 61 만원, SK 하이닉스 400 만원 목표주가를 유지한다.
글로벌 AI 관련주 시가총액
자료: Bloomberg, SK 증권
주: 삼성전자, SK 하이닉스는 SK 증권 목표주가
글로벌 AI 관련주 26 년 영업이익, OPM
자료: Bloomberg, SK 증권
주: 삼성전자, SK 하이닉스는 SK 증권 추정치
글로벌 AI 관련주 27 년 영업이익, OPM
자료: Bloomberg, SK 증권 추정
주: 삼성전자, SK 하이닉스는 SK 증권 추정치
2
삼성전자, SK 하이닉스 분기 영업이익과 미국 FED 기준금리 추이 비교
자료: SK증권
기존 사이클과 장기공급계약 사이클의 차이
자료: SK 증권
메모리의 Dual market 화
자료: SK 증권
3
Leverage 둔화는 De-leverage 의 둔화 또한 의미: 업황 변동 민감도 하락
자료: SK 증권
SK 하이닉스 DRAM 영업이익과 일반 DRAM ASP QoQ 변화율 (1Q23~4Q25)
자료: SK 증권 추정
SK 하이닉스 DRAM 내 HBM 판매, 매출액 비중 (1Q23~4Q25)
자료: SK 증권 추정
4
AI Scaling law Memory wall
자료: 엔비디아, SK 증권 자료: 산업자료, SK 증권
AI 메모리는 성능, 비용의 직접 변수
GPU 활용률 추론비용
메모리 부족?
컨텍스트 GPU 연산능력
용량 / 대역 / 지연 등
GPU 최대활용 추론비용
증가요인
• 멀티턴 대화
• RAG
• Tool 사용
• Agent
자료: SK증권
KV cache memory hierachy
자료: 산업자료, SK 증권
5
메모리 3 사 12M Fwd. EPS 추이 메모리 3 사 12M Fwd. P/E 추이
자료: Bloomberg, SK 증권 자료: Bloomberg, SK 증권
마이크론 대비 삼성전자, SK 하이닉스 시가총액 비중 추이
자료: 산업자료, SK 증권
주: 삼성전자 주가는 우선주 미포함
6
삼성전자 부문별 실적 추이 및 전망 (단위: 조원)
1Q25 2Q25 3Q25 4Q25 1Q26 2Q26E 3Q26E 4Q26E 2024 2025 2026E 2027E
매출액 79.1 74.6 86.1 93.8 133.9 160.5 185.3 194.6 301.0 333.6 674.3 865.6
YoY % 10% 1% 9% 24% 69% 115% 115% 108% 16% 11% 102% 234%
QoQ % 4% -6% 15% 9% 43% 20% 15% 5% 28%
DX 51.5 43.3 48.0 44.1 52.4 47.1 50.7 46.1 173.6 186.9 196.3 196.8
VD/CE 14.5 14.1 13.9 14.8 14.3 14.7 14.5 14.5 56.4 57.3 58.0 57.6
MX/NW 37.0 29.2 34.1 29.3 38.1 32.4 36.2 31.6 117.2 129.6 138.3 139.1
DS 25.1 27.9 33.1 44.0 81.7 116.6 136.7 150.4 111.1 130.2 485.4 689.0
Memory 19.1 21.2 26.7 37.2 74.8 110.2 130.1 143.5 84.5 104.2 458.6 660.4
DRAM 12.5 13.9 17.5 26.4 53.1 77.0 91.7 102.7 50.9 70.3 324.5 480.0
NAND 6.2 7.3 8.5 10.0 20.7 33.2 37.6 39.9 31.5 32.0 131.4 178.5
Foundry/LSI 6.0 6.7 6.4 6.8 6.9 6.4 6.5 7.0 26.6 26.0 26.8 28.6
SDC 5.9 6.4 8.1 9.5 6.7 7.4 9.2 10.6 29.1 29.9 33.9 34.8
Harman 3.4 3.8 4.0 4.6 3.8 4.0 4.2 4.8 14.3 15.8 16.9 17.8
영업이익 6.7 4.7 12.2 20.1 57.2 90.9 108.8 121.1 32.7 43.6 378.1 543.6
YoY % 2% -55% 32% 209% 761% 1827% 795% 503% 393% 33% 767% 44%
QoQ % 2% -29% 158% 65% 185% 59% 20% 11%
DX 4.7 3.3 3.5 1.3 3.0 1.7 2.1 2.0 12.4 12.8 8.9 5.9
VD/CE 0.3 0.2 (0.1) (0.6) 0.2 0.1 0.1 0.1 1.8 (0.2) 0.6 0.3
MX/NW 4.3 3.1 3.6 1.9 2.8 1.6 2.0 1.9 10.7 12.9 8.3 5.6
DS 1.1 0.4 7.0 16.4 53.7 88.2 104.8 116.5 15.1 24.9 363.2 531.4
Memory 3.4 2.9 7.7 17.8 54.6 88.9 105.5 117.0 20.2 31.8 366.0 532.2
DRAM 3.7 3.2 6.7 15.4 42.6 65.7 78.5 89.0 16.4 28.9 275.8 405.4
NAND (0.3) (0.3) 1.0 2.4 12.0 23.2 27.0 28.0 4.0 2.8 90.2 126.8
Foundry/LSI (2.3) (2.5) (0.7) (1.4) (0.9) (0.6) (0.7) (0.6) (5.0) (6.9) (2.8) (0.9)
SDC 0.5 0.5 1.2 2.0 0.4 0.6 1.5 2.2 3.8 4.2 4.8 4.8
Harman 0.3 0.5 0.4 0.3 0.2 0.3 0.4 0.4 1.3 1.5 1.3 1.4
영업이익률 8% 6% 14% 21% 43% 57% 59% 62% 11% 13% 56% 63%
DX 9% 8% 7% 3% 6% 4% 4% 4% 7% 7% 5% 3%
VD/CE 2% 1% -1% -4% 1% 1% 1% 1% 3% 0% 1% 0%
MX/NW 12% 11% 11% 6% 7% 5% 6% 6% 9% 10% 6% 4%
DS 4% 1% 21% 37% 66% 76% 77% 77% 14% 19% 75% 77%
Memory 18% 14% 29% 48% 73% 81% 81% 82% 24% 31% 80% 81%
DRAM 29% 23% 38% 58% 80% 85% 86% 87% 32% 41% 85% 84%
NAND -4% -4% 11% 24% 58% 70% 72% 70% 13% 9% 69% 71%
Foundry/LSI -39% -38% -11% -20% -14% -10% -10% -8% -19% -26% -10% -3%
SDC 8% 8% 15% 21% 6% 9% 16% 21% 13% 14% 14% 14%
Harman 8% 13% 10% 7% 5% 8% 9% 9% 9% 9% 8% 8%
지배순이익 8.0 4.9 12.0 19.3 47.1 74.2 88.2 98.0 33.6 44.3 301.8 438.1
자료: 삼성전자, SK 증권 추정
7
실적 전망의 주요 가정
1Q25 2Q25 3Q25 4Q25 1Q26E 2Q26E 3Q26E 4Q26E 2024 2025 2026E 2027E
DRAM
Bit shipments (mn, 1Gb Eq.) 24,564 27,824 32,113 33,223 33,719 35,562 37,206 38,527 106,020 117,725 145,015 179,474
Bit growth (QoQ %) 1% 13% 15% 3% 1% 5% 5% 4% 15% 11% 23% 24%
ASP (USD) 0.35 0.36 0.39 0.55 1.07 1.50 1.70 1.84 0.35 0.42 1.54 1.86
ASP Change (QoQ %) -20% 2% 10% 40% 93% 41% 13% 8% 62% 19% 268% 20%
NAND
Bit shipments (mn, 8Gb Eq.) 69,784 89,184 98,460 89,106 96,680 98,614 102,558 105,635 328,914 346,534 403,486 472,079
Bit growth (QoQ %) -10% 28% 10% -10% 9% 2% 4% 3% 14% 5% 16% 17%
ASP (USD) 0.06 0.06 0.06 0.08 0.15 0.23 0.25 0.26 0.07 0.07 0.22 0.26
ASP Change (QoQ %) -15% -4% 6% 24% 87% 61% 8% 3% 62% -8% 246% 17%
Smartphone
Shipments (mn Unit) 62 56 62 61 63 58 60 60 225 241 241 243
Change (QoQ %) 17% -10% 11% -2% 3% -8% 4% -1% 0% 7% 0% 1%
ASP (USD) 326 285 309 244 332 287 308 255 293 291 296 299
Change (QoQ %) 25% -13% 8% -21% 36% -14% 7% -17% 2% -1% 2% 1%
자료: SK 증권 추정
삼성전자 분기 실적 추이 및 전망 삼성전자 연간 실적 추이 및 전망
(조원) 매출액 (좌) 영업이익률 (우) (%) (조원) 매출액 (좌) 영업이익률 (우) (%)
200 60 1,000 80
150 800
60
40
600
100 40
400
20
50 20
200
0 0 0 0
1Q24 4Q24 3Q25 2Q26E 2019 2021 2023 2025 2027E
자료: 전자공시, SK증권 추정 자료: 전자공시, SK증권 추정
8
SK 하이닉스 분기 연결 실적 추이 및 전망 (단위: 십억원)
1Q25 2Q25 3Q25 4Q25 1Q26 2Q26E 3Q26E 4Q26E 2024 2025 2026E 2027E
매출액 17,639 22,232 24,449 32,827 52,576 78,491 99,102 115,606 66,122 97,147 345,774 519,877
QoQ % -10% 26% 10% 34% 60% 49% 26% 17% 102% 47% 256% 50%
YoY % 42% 35% 39% 67% 198% 253% 305% 252%
DRAM 14,005 17,013 18,934 24,855 40,771 59,272 76,199 90,513 44,998 74,807 266,756 412,888
NAND 3,179 4,685 4,882 7,495 11,608 18,694 22,432 24,496 19,103 20,241 77,230 105,561
영업이익 7,441 9,210 11,383 19,170 37,610 60,672 80,120 93,481 23,468 47,205 271,883 423,835
QoQ % -8% 24% 24% 68% 96% 61% 32% 17% 흑전 101% 476% 56%
YoY % 158% 68% 62% 137% 405% 559% 604% 388%
DRAM 7,510 9,438 11,415 16,707 31,405 47,794 64,177 76,561 21,044 45,070 219,935 348,819
NAND 4 (121) (31) 2,463 6,206 12,879 15,943 16,920 2,864 2,314 51,948 75,015
지배순이익 8,107 6,997 12,595 15,220 40,330 49,934 63,462 73,529 19,789 42,919 226,889 325,854
QoQ % 1% -14% 80% 21% 165% 24% 27% 16% 흑전 117% 429% 44%
YoY % 322% 70% 119% 90% 397% 614% 404% 383%
영업이익률 42% 41% 47% 58% 72% 77% 81% 81% 35% 49% 79% 82%
DRAM 54% 55% 60% 67% 77% 81% 84% 85% 47% 60% 82% 84%
NAND 0% -3% -1% 33% 53% 69% 71% 69% 15% 11% 67% 71%
지배순이익률 46% 31% 52% 46% 77% 64% 64% 64% 30% 44% 66% 63%
자료: SK 증권 추정
SK 하이닉스 실적 추정 주요 가정
1Q25 2Q25 3Q25 4Q25 1Q26 2Q26E 3Q26E 4Q26E 2024 2025 2026E 2027E
DRAM
Shipment (1Gb equiv. mn) 19,118 23,796 25,231 25,593 25,537 27,593 30,489 33,297 76,919 93,738 116,917 145,051
QoQ % -7% 24% 6% 1% 0% 8% 10% 9% 15% 22% 25% 24%
ASP ($) 0.50 0.51 0.54 0.67 1.11 1.51 1.72 1.87 0.43 0.56 1.58 1.98
QoQ % 0% 2% 6% 24% 64% 36% 14% 9% 80% 30% 182% 25%
NAND
Shipment (1GB equiv. mn) 30,760 52,307 49,692 55,158 49,090 55,963 60,440 63,462 172,930 187,916 228,956 272,458
QoQ % -19% 70% -5% 11% -11% 14% 8% 5% -1% 9% 22% 19%
ASP ($) 0.07 0.06 0.07 0.09 0.16 0.23 0.26 0.27 0.08 0.08 0.23 0.27
QoQ % -20% -9% 11% 33% 74% 43% 9% 4% 91% -7% 209% 15%
자료: SK 증권 추정
SK 하이닉스 분기 실적 추이 및 전망 SK 하이닉스 연간 실적 추이 및 전망
(십억원) 매출액 (좌) (%) 매출액 (좌)
(십억원) (%)
영업이익률 (우) 영업이익률 (우)
150,000 100 500,000 100
80
50 400,000
100,000 60
300,000 40
0
200,000 20
50,000
(50) 0
100,000
(20)
0 (100)
0 (40)
1Q23 1Q24 1Q25 1Q26
2023 2025 2027E
자료: 전자공시, SK증권 추정 자료: 전자공시, SK증권 추정
9
COMPLIANCE NOTICE
작성자(한동희)는 본 조사분석자료에 게재된 내용들이 본인의 의견을 정확하게 반영하고 있으며, 외부의 부당한 압력이나 간섭없이 신의성실하게 작성되었음을 확인합니다.
본 보고서에 언급된 종목의 경우 당사 조사분석담당자는 본인의 담당종목을 보유하고 있지 않습니다.
본 보고서는 기관투자가 또는 제 3 자에게 사전 제공된 사실이 없습니다.
당사는 자료공표일 현재 해당기업과 관련하여 특별한 이해 관계가 없습니다.
종목별 투자의견은 다음과 같습니다.
투자판단 3 단계(6 개월기준) 15%이상 → 매수 / -15%~15% → 중립 / -15%미만 → 매도
SK 증권 유니버스 투자등급 비율 (2026 년 06 월 08 일 기준) 매수 93.67% 중립 6.33% 매도 0.00%
10
韩检方调查内存接口芯片报价串通
重要性4/5 中高
调查直指SK海力士和三星电子的关键接口芯片供应链，时效性与标的相关度较高；案件仍在取证，证据和影响尚未量化。
中文摘要
核心结论
韩国检方已搜查澜起科技、瑞萨电子和 Rambus（美国内存接口技术公司）在韩办事处，调查三家公司向三星电子、SK海力士等客户供应内存接口芯片时是否交换信息并串通报价。案件仍处于取证阶段，实际供货价格所受影响及涉案期间尚未确定。
重要性评级
评级：4/5（中高）
调查直接涉及 SK海力士和三星电子的关键零部件供应链，并覆盖占据全球内存接口芯片寡头地位的三家供应商。报道提供了检方行动和调查方向，但尚无正式指控、价格影响测算或司法结论。
关键事实
- 韩民族日报于美东时间 07/15 23:35（UTC+8 07/16 11:35）刊发报道；检方搜查发生于 07/15（未给出具体时刻）。
- 首尔中央地方检察厅公平交易调查部以涉嫌违反韩国《公平交易法》为由，对澜起科技、瑞萨电子和 Rambus 在韩办事处搜查取证。
- 三家公司被指涉嫌在向三星电子、SK海力士等客户供应半导体零部件时串通报价；美光科技也被列为其主要客户之一。
- 涉及产品为 MIC（内存接口芯片），用于控制 CPU（中央处理器）或 GPU（图形处理器）与内存之间的数据流，影响传输速度和稳定性。
- 检方称调查线索由其自行掌握，并查扣部分相关人员手机。
- 后续调查将核查企业间是否交换信息、串通发生的时间和范围，以及对最终供货价格的实际影响。
作者观点与证据
报道以检方强制调查为主线，将三家供应商描述为全球内存接口芯片市场的寡头参与者。现有证据限于检方掌握线索、实施搜查及扣押设备；正文没有披露通信记录、报价数据、涉案金额或企业正式答辩，涉嫌行为仍待验证。
与相关标的的关系
SK海力士（000660、SKHY）和三星电子（005930）是被报道的直接采购方，潜在关联包括接口芯片采购成本、供应商管理和合规审查。澜起科技（688008）、瑞萨电子（6723）及 Rambus（RMBS）是被调查主体；报道尚不足以量化任何一家公司的财务或供货影响。
时效性与限制
正文来自韩民族日报中文打印页的浏览器可见内容，自动采集未成功。报道记录的是调查启动阶段，未包含检方后续公告、正式起诉文件或企业回应。
后续跟踪
- 扣押设备分析后披露的信息交换证据、涉案期间与产品范围。
- 检方是否提出正式指控，以及韩国公平交易监管机构是否另行介入。
- 三家供应商、三星电子、SK海力士和美光科技的公告或回应。
- 调查所涉报价与最终供货价格之间的可量化差异。
证据限制：Original text was supplied through 韩民族日报中文打印页浏览器可见正文 after online collection failed.；自动collector直连失败；正文由同一URL的浏览器可见内容恢复，排除导航、图片说明、相关新闻和版权页脚。；强制取证只确认调查启动；尚无起诉、违法认定、罚款、退款或客户采购调整。
原文
韩国检方搜查向三星和SK海力士供货的三家外国企业
韩国检方对向三星电子、SK海力士供货的美中日三家企业在韩办事处展开搜查取证
登录：2026-07-16 11:35
涉嫌在供应半导体零部件过程中串通操纵价格
韩国检方发现，中国澜起科技等三家全球半导体企业在向三星电子和SK海力士供应半导体零部件的过程中涉嫌串通报价，现已启动强制调查。
本报15日综合采访获悉，首尔中央地方检察厅公平交易调查部（部长罗熙锡）当天以涉嫌违反《公平交易法》为由，对中国无晶圆厂（半导体设计）企业澜起科技、日本综合半导体企业瑞萨电子（Renesas Electronics）以及美国半导体企业Rambus的在韩办事处进行了搜查取证。这三家公司在全球半导体内存接口芯片（MIC）市场占据寡头垄断地位，主要客户包括三星电子、SK海力士和美国美光科技等全球存储芯片巨头。内存接口芯片是控制中央处理器（CPU）或图形处理器（GPU）与内存之间数据流、从而提高数据传输速度和稳定性的核心零部件。
据悉，检方自行掌握了上述三家企业在向客户供货过程中串通操纵价格等线索，并由此展开调查。在搜查取证过程中，检方还查扣了部分企业相关人员的手机。预计检方将根据对扣押物的分析结果，重点调查企业之间是否存在信息交换、串通行为发生的时间与范围，以及对实际最终供货价格造成的影响等。
此前，检方对韩国四大炼油企业法人及主要高管提起公诉，指控其在今年2月美国、以色列与伊朗爆发冲突后，在原油储备充足的情况下仍串通操纵油价，导致韩国国内油价暴涨。此外，检方还将卷入面粉、食糖以及韩国电力公社招标串通投标案的多家企业和相关人员诉至法庭。
朴智英 记者
三家芯片供应商在韩遭搜查
重要性3/5 中
与SK海力士供应链直接相关，并能交叉确认搜查事实；报道信息增量有限、依赖未具名消息源，英文正文还有机器翻译限制。
中文摘要
核心结论
首尔中央地方检察厅搜查澜起科技、瑞萨电子和 Rambus（美国内存接口技术公司）在韩办事处，核查三家公司向三星电子等客户供货时是否串通零部件价格。文章确认了执法行动和调查重点，但没有给出涉案产品、金额、价格变化或正式指控。
重要性评级
评级：3/5（中）
报道与 SK海力士、三星电子及三家接口芯片供应商直接相关，可用于交叉确认韩国检方的搜查行动。其事实增量少于韩民族日报报道，且英文版由 AI（人工智能）翻译，证据价值主要来自第二来源印证。
关键事实
- ChosunBiz 于 07/15（未给出具体时刻）发布报道。
- 首尔中央地方检察厅公平交易调查部搜查澜起科技、瑞萨电子和 Rambus 在韩国的办公室。
- 搜查依据是三家公司涉嫌违反韩国《公平交易法》，并在向三星电子等客户供货时串通零部件价格。
- 检方据称自行发现价格串通迹象，随后启动调查。
- 被扣押材料包括手机；检方将分析企业间是否交换信息，以及串通的时间、范围和对实际交付价格的影响。
- 正文标题称三家公司客户包括三星电子和 SK海力士，但正文没有分别说明各客户涉及的采购合同或产品。
作者观点与证据
文章采用执法事件报道口径，没有提出独立行业判断。事实依据来自未具名法律界消息和检方搜查行动，未附搜查令、监管文件、报价记录或公司回应。关于价格串通的表述属于调查中的涉嫌事项。
与相关标的的关系
SK海力士（000660、SKHY）和三星电子（005930）被列为三家供应商的客户，关联路径是零部件采购价格与供应链合规。澜起科技（688008）、瑞萨电子（6723）和 Rambus（RMBS）为被搜查主体，但文章未提供各公司收入敞口或潜在处罚规模。
时效性与限制
原始正文由 ChosunBiz 英文 AMP（加速移动页面）恢复，自动采集未成功；网页注明英文版由人工智能翻译。报道依赖未具名消息源，且截至文中时间仍处调查初期。
后续跟踪
- 检方公布的涉案产品、客户、期间与报价资料。
- 三家被调查公司及其客户的正式说明。
- 是否出现起诉、行政调查或处罚程序。
- 实际交付价格是否受到可验证影响。
证据限制：Original text was supplied through ChosunBiz英文AMP页浏览器可见正文 after online collection failed.；自动collector直连失败；正文由同一URL的浏览器可见内容恢复，排除导航、推荐文章、榜单和页脚；原网页注明英文版由AI翻译。
原文
Prosecutors raid global chip suppliers in South Korea over price collusion
Prosecutors raid global chip suppliers in South Korea over price collusion
By Kim Woo-young
Published 2026.07.15. 19:16
Prosecutors raided the Korea offices of three global semiconductor corporations that count Samsung Electronics and SK hynix as clients, to check allegations that they colluded on component prices.
According to legal sources, the Seoul Central District Prosecutors' Office's Fair Trade Investigation Division searched the Korea offices of Montage Technology of China, Renesas Electronics of Japan, and Rambus Inc. of the United States on suspicion of violating the Fair Trade Act.
These corporations are suspected of colluding on prices while supplying products to Samsung Electronics and others. Prosecutors reportedly detected signs of price collusion by these corporations and launched an investigation.
Prosecutors plan to analyze mobile phones and other items seized during the raids and focus their probe on whether there was an exchange of information, the timing and scope of the collusion, and the impact on actual delivery prices.
The Fair Trade Investigation Division recently indicted four major refiners and four executives and employees on charges of colluding on the timing and scale of oil product price hikes immediately after the U.S.-Iran war.
The source page states that its English version was translated by AI.
澜起回应韩国反垄断调查
重要性4/5 中高
被调查企业的回应澄清了尚无正式指控及当前经营状态，对评估SK海力士供应链事件阶段有直接价值；来源为二次转述，信息仍受公司口径限制。
中文摘要
核心结论
澜起科技确认韩国检方于 07/15（未给出具体时刻）搜查其韩国办公室，并表示正配合调查。截至公告披露时，公司、董事和员工均未受到不当行为指控，经营保持正常；调查周期和结果仍无法预测。
重要性评级
评级：4/5（中高）
这是被调查企业对搜查事件的正式回应，直接补充了调查状态、指控范围和经营情况。当前页面属于媒体转述公司公告，未提供交易所公告原件，且公司陈述无法替代执法机关结论。
关键事实
- 新浪财经页面于美东时间 07/16 11:12（UTC+8 07/16 23:12）转述澜起科技公告。
- 公告确认首尔中央地方检察厅公平贸易调查部于 07/15（未给出具体时刻）在澜起科技韩国办公室现场搜查和取证。
- 调查涉及潜在违反反垄断相关法规的事项，公司表示正全力配合调查要求。
- 截至公告披露日，澜起科技及其董事、员工均未被检察厅或其他政府机关指控存在不当行为。
- 公司称当前经营正常，仍专注于产品研发和客户服务。
- 公司无法预测调查所需时间及结果，并表示将跟进进展、按规则履行信息披露义务。
作者观点与证据
内容是格隆汇经新浪财经转述的公司公告，立场侧重确认配合调查、说明尚无指控并维持经营稳定。可验证事实包括公司确认搜查和披露当前法律状态；“经营正常”来自公司自身陈述，正文没有订单、收入、客户沟通或运营数据支持。
与相关标的的关系
澜起科技（688008）是被搜查主体，也是 SK海力士（000660、SKHY）等存储厂商的接口芯片供应链参与者。公告降低了“已被正式指控”这一表述的准确性风险，但没有排除后续调查、供应关系审查或经营影响。文中未提供与 06809 对应主体的具体事实。
时效性与限制
页面为媒体转述，未附交易所公告原件；自动采集未成功，正文由同一网址的浏览器可见内容恢复。调查处于早期阶段，公司也明确表示无法预测时间和结果。
后续跟踪
- 澜起科技交易所公告原件及后续进展披露。
- 韩国检方是否提出正式指控或扩大调查范围。
- 客户订单、交付、研发和服务是否出现可验证变化。
- 其他被调查供应商及主要客户的正式回应。
证据限制：Original text was supplied through 新浪财经转述澜起科技公告的浏览器可见正文 after online collection failed.；自动collector直连失败；正文由同一URL的浏览器可见内容恢复，排除行情、直播、推荐和广告；该页面为格隆汇转述公司公告，不是交易所公告原件。；页面为媒体转述公司公告；公司陈述不替代检方后续调查结论。
原文
澜起科技：正全力配合韩国首尔检察厅的各项调查要求
澜起科技：正全力配合韩国首尔检察厅的各项调查要求
2026年07月16日 23:12
格隆汇7月16日转述澜起科技公告：2026年7月15日，韩国首尔中央地方检察厅公平贸易调查部针对潜在的违反反垄断相关法规事宜，在澜起科技股份有限公司的韩国办公室开展现场搜查及取证。公司正全力配合检察厅的各项调查要求。截至本公告披露日，公司及其董事、员工均未被检察厅或任何政府机关指控存在任何不当行为。目前公司经营正常，公司仍将全力专注于产品研发并服务客户。鉴于本案尚处于调查阶段，公司现阶段无法预测调查的时间及结果。公司将密切跟进上述事件进展情况，并根据相关规则的规定履行信息披露义务，敬请广大投资者注意投资风险。
韩国收紧单一股票杠杆产品
重要性5/5 高
韩国官方政策直接调整SK海力士、三星电子相关单一股票杠杆产品的发行、营销和准入条件，数据密集、实施日期明确，对当日日报的市场结构分析优先级最高。
中文摘要
核心结论
韩国金融委员会等机构宣布收紧单一股票杠杆产品规则：暂停新品上市和营销，提高现金门槛、培训要求及价格偏离率管理标准。政策直接回应存储芯片股波动率上升、三星电子与 SK海力士在 KOSPI（韩国综合股价指数）权重升至 52%，以及相关杠杆产品规模快速扩张。
重要性评级
评级：5/5（高）
这是韩国金融委员会发布的正式政策文件，包含明确的市场数据、措施和实施日期。政策直接覆盖以 SK海力士、三星电子为基础资产的单一股票杠杆产品，对相关市场交易结构和资金准入具有即时参考价值。
关键事实
- 韩国金融委员会于 07/16（未给出具体时刻）发布跨机构联合措施。
- 05/26 至 07/10，主要存储芯片公司股票的年化日收益率波动率分别为：闪迪 131%、美光科技 123%、铠侠 118%、SK海力士 113%、三星电子 96%。
- 三星电子与 SK海力士合计占 KOSPI 市值的比例从 2025 年末 34%，升至 2026 年 4 月末 41%、05/26 的 49%和 07/15 的 52%。
- 16只单一股票杠杆产品自 05/27 上市后，合计市值由 4.4 万亿韩元增至 07/15 的 11.9 万亿韩元；成交额由 10.4 万亿韩元增至 13.0 万亿韩元。
- 市场稳定前，监管机构暂停包括反向和备兑看涨产品在内的单一股票相关新品上市，并立即禁止现有产品的广告和活动营销。
- 08 月起，证券公司的国内价格偏离率管理标准由 3%收紧至 2%；事前培训由 2 小时增至 3 小时，考核不足 60 分者须重学对应章节。
- 新增或追加投资所需基本保证金拟于 08/05 左右从 1000 万韩元提高至 3000 万韩元；约从 08/19 起仅认可现金，不再计入股票、ETF（交易所交易基金）和债券等替代证券。
- 国内单一股票杠杆产品的交易单位拟于 11 月由 1 份暂时提高至 20 份；未按期完成系统改造的证券公司可能被建议限制新交易。
作者观点与证据
文件体现监管机构对产品扩张、存储芯片股高波动和指数集中度的审慎立场。支撑措施的证据包括五家公司年化波动率、两只韩国龙头股的指数权重、16只产品市值和成交额变化；文件没有提供投资者损失分布、杠杆产品对基础股票价格的因果估计或政策影响预测。
与相关标的的关系
SK海力士（000660、SKHY）年化波动率为 113%，与三星电子（005930）合计占 KOSPI 市值 52%，两者是监管文件说明风险集中度的直接样本。措施针对单一股票杠杆产品的上市、营销、准入和交易单位，影响首先落在相关产品的发行与参与条件；文件没有说明其会改变两家公司的经营、盈利或基本面。
时效性与限制
部分措施发布后立即实施，其他措施安排在 07 月、08 月和 11 月分批落地。原文来自韩国金融委员会官方发布页的浏览器可见韩文正文，自动采集未成功；最终执行仍取决于规则修订、系统开发及机构落实。
后续跟踪
- 暂停新品上市和禁止营销后的产品市值、成交额与价格偏离率。
- 08/05 和 08/19 前后现金门槛调整对新增参与者数量的影响。
- SK海力士、三星电子波动率及两者 KOSPI 合计权重变化。
- 监管机构是否因市场未稳定而推出追加措施。
证据限制：Original text was supplied through 韩国金融委员会官方发布页浏览器可见正文 after online collection failed.；自动collector直连失败；正文由同一官方URL的浏览器可见内容恢复，排除网站导航、联系人和附件列表；保留韩文原文口径。；措施限制新增供给和新增/追加买入条件，不要求已上市产品立即清盘，也未披露产品级强制卖出规模。
原文
관계기관 합동, 단일종목 레버리지 상품(ETF·ETN) 보완방안 마련
관계기관 합동, 단일종목 레버리지 상품(ETF·ETN) 보완방안 마련
2026-07-16
관계 기관은 7월 16일 경제 부총리 주재 시장상황점검 회의 논의를 바탕으로 단일종목 레버리지 상품 보완방안을 마련·발표했다. 국내·해외 비대칭 규제 해소 등 제도 도입 취지, 최근 전세계적으로 확대된 주요 메모리 반도체 기업 관련 주가변동성의 추가 증가 우려, 투자자 보호 필요성 등을 균형 있게 감안했다.
5월 26일부터 7월 10일까지 주요 메모리 반도체 기업 주식변동성(일간수익률 변동성 연율화)은 샌디스크 131%, 마이크론 123%, 키옥시아 118%, SK하이닉스 113%, 삼성전자 96%였다. 코스피 대비 삼성전자·SK하이닉스 시가총액 비중은 2025년 말 34%, 2026년 4월 말 41%, 5월 26일 49%, 7월 15일 52%로 상승했다.
단일종목 레버리지 상품이 5월 27일 출시된 이후 16개 종목의 시가총액은 상장 당시 4.4조원에서 7월 15일 11.9조원으로 증가했고, 거래대금은 5월 27일 10.4조원에서 7월 15일 13.0조원으로 늘었다.
[1] 시장 내 과열 경쟁 완화 (즉시 시행)
시장 안정화 전까지 인버스 및 커버드콜 상품을 포함하여 단일종목 상품과 관련된 신규 상장을 잠정 중단한다. 이미 상장·거래 중인 단일종목 레버리지 상품에 대해서는 증권사·운용사 등의 광고 및 이벤트성 마케팅을 즉시 금지한다.
[2] 투자자 보호 체계 개선
증권사(유동성 공급자)의 국내 괴리율 관리 의무 기준을 현행 3%에서 2%로 강화한다. 고의·중과실로 괴리율 관리의무를 위반한 증권사의 신규 종목 유동성공급업무를 제한할 수 있는 근거를 마련하고, 적정 괴리율을 위반한 ETF 운용사의 신규 ETF 상장 제한도 검토한다. 투자유의종목 지정 절차는 3단계에서 2단계로 단축한다. 이 조치들은 8월 중 시행한다.
국내 및 해외 상장 단일종목 레버리지 상품의 사전교육은 기존 총 2시간에서 사례 중심 심화교육 1시간을 추가해 총 3시간으로 늘린다. 중간평가 점수가 60점에 미달하면 해당 챕터를 다시 학습하도록 한다. 교육시간 확대는 8월, 평가 강화는 7월 중 시행한다. 일정 손실 또는 장기 보유 시 증권사 모바일 거래 시스템이 위험을 자동·주기적으로 안내하도록 시스템을 개편한다.
[3] 수요 안정을 위한 투자요건 개선
국내 및 해외 상장 단일종목 레버리지 상품의 신규 투자 또는 추가 매수에 필요한 기본예탁금을 1천만원에서 3천만원으로 상향한다. 8월 5일경 시행할 예정이다. 8월 19일경부터 주식·ETF·채권 등 대용증권을 예탁금 계산에서 제외하고 현금만 인정한다. 기존 투자 여부와 관계없이 신규 투자 또는 추가 매수 시마다 현금 3천만원 이상을 유지해야 하며, 거래경험에 따라 요건을 완화할 수 없도록 한다.
국내 단일종목 레버리지 상품의 매매수량 단위를 현행 1좌에서 20좌로 잠정 확대하며, 11월 시행할 예정이다.
관계기관은 자율 추진 또는 규정·시스템 변경이 필요 없는 과제를 발표 즉시 추진하고, 규정 개정과 시스템 개발이 필요한 과제는 8월부터 순차 시행한다. 기한 내 시스템 개발을 완료하지 못한 증권사에는 단일종목 레버리지 상품 신규 거래 제한을 권고할 방침이다. 시장이 안정되지 않을 경우 추가 보완조치도 검토한다.
AI长期合同的履约脆弱性
重要性5/5 高
发布时间新，直接覆盖SK海力士、美光和甲骨文，并结合合同规模、历史履约案例与国际机构警示评估当前AI供应链风险。
中文摘要
核心结论
文章认为，AI（人工智能）产业链正用多年期合同支撑收入能见度和扩产计划，但需求降温时，客户库存、供应商关系及行业竞争可能推动合同延期或重谈。存储厂商的长期协议能够缓和短期波动，却不能消除周期风险。
重要性评级
评级：5/5（高）
文章发表于美东时间 07/21 02:14（UTC+8 07/21 14:14），直接讨论SK海力士、美光科技与甲骨文的合同风险，并用历史履约案例、积压订单和行业数据检验当前估值叙事，适合当日日报优先阅读。
关键事实
- 三星电子、SK海力士和美光科技近期均报告创纪录利润，并称存储供应短缺预计持续至2028年。
- 美光科技积极推动五年期“战略客户协议”，部分采用照付不议条款；首席执行官Sanjay Mehrotra（桑杰·梅赫罗特拉）称，这些协议未来几年将贡献公司超过一半的营收。
- 年初以来，美光科技股价约上涨三倍，SK海力士涨幅接近三倍，三星电子约上涨一倍，显示市场已显著计入供应紧张和合同稳定性预期。
- Microchip Technology（微芯科技）曾在2021年推出长期供货计划；供给随后转为过剩，公司允许客户延期履约并最终废除计划，构成合同在下行周期中被调整的历史案例。
- 甲骨文与OpenAI（人工智能模型开发商）签署大型云计算协议后，截至上一财季末的RPO（剩余履约义务）达到6380亿美元。
- 自2025年年中以来，Alphabet（谷歌母公司）、微软、亚马逊和甲骨文的营收积压合计增加逾1万亿美元，规模超过此前总额的一倍。
- BIS（国际清算银行）在本月年度经济报告中警示，阶段性供应短缺可能诱发过度投资；长期锁定产能会放大需求不及预期时的风险敞口。
作者观点与证据
作者对“长期合同等于确定收入”的市场叙事持怀疑态度。主要证据包括微芯科技在上一轮芯片短缺后的合同豁免、存储客户可能先消化库存的经营逻辑，以及国际清算银行对过度投资的警示。甲骨文积压订单和美光协议占比说明合同规模巨大，但文章没有提供具体合同全文、违约赔偿、价格调整机制或客户信用数据，因此无法判断各份协议的法律约束力和实际回收率。
与相关标的的关系
000660、SKHY（SK海力士相关证券）：多年期存储协议有助于提高收入可见性，但下行情景中的重谈概率、客户集中度和定价条款决定利润稳定程度。MU（美光科技）：五年期协议及超过半数营收贡献预期直接影响市场对周期性的判断；照付不议条款能否严格执行仍缺少合同级证据。ORCL（甲骨文）：6380亿美元剩余履约义务体现云计算需求承诺，同时形成客户履约、基础设施投入和融资安排相互连接的风险链条。
时效性与限制
文章发布时点接近当日日报，数据和观点具有较高时效性。部分公司表态来自此前月份或历史周期，文章也未量化AI需求下降幅度与合同重谈概率；“泡沫破裂催化剂”属于作者的风险推演，尚无已发生的违约事件支持。
后续跟踪
- 美光五年期协议的价格调整、最低采购量和违约责任披露。
- SK海力士与三星电子长期协议覆盖的产品、客户和营收比例。
- 甲骨文剩余履约义务转化为收入、资本开支和现金流的速度。
- 存储库存、现货价格、产能利用率及2028年前供需缺口的变化。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.
原文
锁定万亿订单就能躺赚？这可能是AI产业链条上最大的“伪命题”！
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锁定万亿订单就能躺赚？这可能是AI产业链条上最大的“伪命题”！
财联社 潇湘
2026-07-21 星期二
原创
①目前，一环套一环的巨额长期合同，已成为维系人工智能热潮的商业纽带；
②然而，眼下一个可能鲜有人思考过的问题是：如果这股热潮消退，这些合同还能紧密生效吗？
人工智能
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财联社7月21日讯（编辑 潇湘） 目前，一环套一环的巨额长期合同，已成为维系人工智能热潮的商业纽带。然而，眼下一个可能鲜有人思考过的问题是：如果这股热潮消退，这些合同还能紧密生效吗？
为AI提供算力的合同，已成为当前这股热潮中不可或缺的一部分，整个行业都正围绕这些合同进行重构布局。 AI供应商表示，这些协议使他们能够前所未有地清晰预见未来收入，从而通过承诺未来将实现创纪录的销售额和利润来打动投资者。
而存储芯片行业或许是其中最极致的缩影。 近几个月来，存储厂商与其下游客户正频繁签订期限更长的供货协议。这一现象源于自主AI智能体的爆发式增长——这类应用对内存需求极高。这似乎正将历史上一个价格竞争激烈、周期性波动且竞争白热化的行业，转变为一个前景更加稳定的行业。
全球大型内存芯片制造商——韩国的三星电子和SK海力士，以及美国的美光科技——近期均创下了创纪录的利润，并宣称供应短缺预计将持续至2028年。SK海力士的一位高管在4月与分析师的电话会议中表示，长期协议有望改善市场对内存业务整体的看法。
美光在达成此类协议方面尤为积极。其“战略客户协议”通常为期五年，且采用“照付不议”条款——这意味着无论买家是否实际接收内存产品，都必须支付货款。上个月，美光首席执行官Sanjay Mehrotra在财报电话会议上表示，未来几年这些协议将贡献公司超过一半的营收。
这对存储股的投资者来说似乎是个利好消息，而且今年以来这些股票的表现确实令人刮目相看——美光股价今年已上涨约三倍，SK海力士涨幅几乎与之相当，三星股价则翻了一番左右。
长期协议在萧条期未必会执行？
然而，尽管长期合同正在推动市场上涨，但人们眼下其实依然有理由质疑：在市场低迷时，这些合同能否提供任何确定性？
事实上，如果内存需求在供应合同到期前出现下滑，这些看似得到保障的合同，很可能会被重新谈判或推延。
因为强行发货的后果，不过是让芯片在客户的仓库里积灰，直到需求重新回暖。而届时，客户势必会优先消化库存而非采购新芯片，这反而会大幅拉长芯片厂商的业绩复苏周期。
此外，芯片供应商可能也不愿将产品强加给不想要的客户——尤其是当竞争对手表现得更加灵活时。将无人问津的存储芯片推入供应链，可能会损害长期的客户关系。
无需深入探究科技史，就能找到证据表明——在行业低迷时期，供应商往往会表现出对修改合同更为包容的态度。
在疫情期间的那场全球“芯片荒”中，类似的长期协议潮也曾上演。当时，芯片厂商借由这些长期合同筹集产能扩张资金，并以此作为分配紧缺产能的依据。
专注于汽车及电子设备核心部件微控制器(MCU)的Microchip Technology，早在2021年就推出了“优选供应商计划”。然而几年后，当芯片供给从缺口演变为过剩时，该计划便被迅速废除，客户纷纷获得履约豁免，“灵活变通”成为了行业的主基调，大量合同被顺延数年，客户也无需再硬着头皮兑现疫情期间许下的庞大采购承诺。
正如该公司董事长Steve Sanghi在去年11月直截了当地表态：“我们绝不会强迫客户购买任何他们不需要的东西。”
AI生态链被忽视的风险
可以预见到的是，如果AI狂热出现降温，极其相似的一幕大概率会再度上演。
然而，问题在于，眼下整个AI供应链的命运，却正深刻地绑定在这些因各家企业争相抢位而越签越大、越签越长的合同之上。
这种现象其实早已蔓延至存储市场之外。 诸如OpenAI、Anthropic这样的顶尖AI开发者与甲骨文、CoreWeave等算力云巨头绑定；这些云厂商转头又签订了采购AI计算设备的巨额订单。而作为设备核心的AI芯片供应商，则与台积电等代工厂签有专属制造协议；台积电的上游，又连结着与荷兰阿斯麦等设备巨头绑定的长期设备采购合同。
层层套娃下，涉及的金额往往极为庞大。
例如，甲骨文去年与OpenAI签署了一项巨额云计算协议，截至上一财季末，其所谓的“剩余履约义务”(RPO)——实质上是该公司尚未履行的合同已高达6380亿美元。甲骨文首席财务官Hilary Maxson上月向分析师表示，这一数字“为我们的未来营收增长提供了非凡的可见性，且全部由客户的长期合同承诺所支撑。”
在过去一年里，整个行业对这种长期合同的依赖呈指数级上升。 自2025年年中以来，四大AI支出巨头——谷歌母公司Alphabet、微软、亚马逊及甲骨文——的营收积压总额合计增长了一倍多，增加了逾1万亿美元。
然而，所有这些所谓的“业绩能见度”，随时都可能在一夜之间变得混沌不清；而这些庞大的长期合同，甚至可能成为加剧AI泡沫破裂的催化剂。
国际清算银行在本月早些时候发布的年度经济报告中警示，整个AI供应链的阶段性短缺正在放大过度投资的风险——企业试图通过长期合同锁定未来产能，这反而让他们在面对任何不及预期的需求波动时，承担了更高的风险敞口。
换言之，那些基于这些长期合同就将真金白银押注给相关企业的借贷方与投资者们，恐怕随时会面临一场不设防的现实重击。
特别声明：文章内容仅供参考，不构成投资建议。投资者据此操作风险自担。
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存储长协重塑周期边界
重要性4/5 中高
与SK海力士风险重估直接相关，合同期限、预付款和存储价格数据较具体；发布时间较早且多份协议尚未正式披露，阅读优先级低于当日风险文章。
中文摘要
核心结论
文章认为，三星电子和SK海力士拟与大型科技客户签订三至五年供货协议，可改善存储行业的收入和产能规划稳定性。协议的最终效果仍取决于预付款、定价机制及现货市场波动，供应商也可能在上行周期承受合同价格偏低的约束。
重要性评级
评级：4/5（中高）
文章发布于04/14（未给出具体时刻），距离当日日报已有约三个月，但直接记录三星电子、SK海力士和美光科技从短约转向多年协议的早期信号，并提供价格与合同结构数据，可作为07/21风险重估的背景证据。
关键事实
- 三星电子副董事长兼联席首席执行官Jun Young-hyun（全永铉）表示，公司正与客户推进三至五年协议；SK海力士首席执行官Kwak Noh-jung（郭鲁正）也确认客户对LTA（长期协议）的需求增加。
- 媒体报道谷歌和微软分别寻求与韩国芯片厂商签约，讨论产品覆盖HBM（高带宽存储器）和价格波动较大的DRAM（动态随机存取存储器）。
- 报道称，协议可能要求客户预付合同总额的10%至30%，芯片厂商可将资金用于资本开支。
- 美光科技在3月财报电话会上确认，已与一家主要客户签署首份五年期芯片供应协议。
- 行业此前通常采用季度合同，最长多为一年；三至五年协议代表合同期限显著延长。
- DRAMeXchange（存储市场价格信息机构）数据显示，DDR4（第四代双倍数据率存储器）合同价从2025年3月每颗1.35美元升至2026年3月底13美元，涨幅约8.6倍。
- 大信证券分析师预计，2026年DRAM平均售价增长主要由传统DRAM推动，2027年HBM4和HBM4E产品将重新主导售价增长。
- SK证券分析师认为，现货价格仍会为长期合同定价设定上下边界，合同结构将决定各厂商保留多少周期敞口。
作者观点与证据
文章整体倾向于把多年协议视为存储行业降低剧烈周期波动的工具，依据包括供需紧张、客户预付款、合同期限延长及传统DRAM价格快速上涨。文中同时列出反方观点：供应商若提前锁价，可能在景气上行阶段错失更高售价。多数合同信息来自公司管理层表态、媒体报道和匿名行业人士，谷歌、微软相关协议的金额、定价公式及签约状态尚未得到完整公开确认。
与相关标的的关系
000660、SKHY（SK海力士相关证券）：多年协议可提高产能配置和收入预测的稳定性，HBM与传统DRAM的合同组合将影响平均售价和利润弹性。005930（三星电子）：三至五年协议覆盖范围、客户预付款和定价方式将决定其存储业务能否降低历史周期波动。MU（美光科技）：首份五年期协议说明长期化趋势已扩展到美国存储厂商，为比较三家厂商的合同覆盖率提供参照。
时效性与限制
文章发布于04/14（未给出具体时刻），适合作为合同趋势的背景材料，不能单独代表07/21的最新签约进展。报道没有提供协议原件，部分信息仍停留在洽谈、媒体引述或分析师预测阶段。
后续跟踪
- 谷歌、微软与韩国存储厂商是否正式签约及合同金额。
- 10%至30%预付款是否落实，以及相关会计和资本开支安排。
- 长期协议的价格重置周期与现货价格联动方式。
- 传统DRAM、HBM4和HBM4E对平均售价及利润率的实际贡献。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.
原文
For Samsung and SK hynix, long-term deals with Big Tech offer stability in churning chip cycles
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For Samsung and SK hynix, long-term deals with Big Tech offer stability in churning chip cycles
LEE JAE-LIM
LEE JAE-LIM
Published
April 14, 2026 - 5:00 a.m.
Audio report: written by reporters, read by AI
Logo of Samsung Electronics, left, and SK hynix
YONHAP
[NEWS ANALYSIS]
A shift toward longer-term semiconductor supply agreements is unprecedented. Until now, no contracts have extended beyond a year, but prospective memory deals with Microsoft and Google may usher in a transition that commits Samsung Electronics and SK hynix to long-term supply contracts of up to five years, bringing much-needed stability to the highly cyclical chip industry.
Both companies confirmed the shift toward longer-term contracts at their respective annual general meetings last month.
“In light of supply-demand uncertainties driven by expanding AI investments, we are pursuing multiyear contracts spanning three to five years with our customers, moving away from traditional short-term agreements,” Samsung Electronics Vice Chairman and co-CEO Jun Young-hyun said. SK hynix CEO Kwak Noh-jung similarly commented that requests for long-term agreements (LTAs) from their clients are increasing.
Multiple media outlets indicate that Google and Microsoft are each seeking such deals with Korean chipmakers. The range of memory products under discussion spans from high bandwidth memory (HBM) used in AI applications to conventional dynamic random-access memory (DRAM) chips that are particularly price volatile, according to an exclusive report by the Korea Economic Daily.
The deals are said to include an upfront payment of around 10 to 30 percent of the total contract value, which chipmakers can use to fund capital expenditure.
The trend extends beyond Korea. Micron Technology confirmed in a March earnings call that it signed its first five-year agreement to supply chips for a major customer.
The shift marks a radical departure from the industry’s traditional practice of quarterly, or at most, annual supply contracts.
“Even during the previous chip upcycle led by cloud service providers, the longest contracts typically lasted only up to a year,” said an industry source who requested anonymity. “Moving toward long-term supply agreements benefits both sides: Customers can secure a stable supply during shortages, while suppliers are less exposed to sharp cyclical swings.”
However, market views remain divided. Supporters highlight improved stability, while skeptics warn that suppliers could be locked into lower-than-expected prices during upcycles.
Supply constraints are already evident.
Samsung Electronics' Seocho office in southern Seoul
NEWS1
“We are currently using low-power double data rate [DDR] memory for our chips, but we may consider adopting HBM for our next product, as conventional DRAM prices are now costlier than HBM,” said a source at an AI chip startup.
For example, the contract price of DDR4 surged from $1.35 per unit in March of last year to $13 by the end of March this year, according to DRAMeXchange.
“For DRAM, average selling prices [ASP] in 2025 were largely driven by HBM,” said Ryu Hyung-keun, an analyst at Daishin Securities. “In 2026, however, the DRAM ASP is rising sharply, led by conventional DRAM.”
Ryu added that HBM is expected to regain a dominant share of ASP growth in 2027, driven by HBM4 and HBM4E products.
“It’s also important to note that the transition to LTAs does not necessarily cap the DRAM ASP upside,” he said. “While the domestic industry may not achieve the same linear growth track as TSMC, its three-year average profitability could evolve toward a similarly stable structure.”
SK hynix's headquarters in Icheon, Gyeonggi
YONHAP
Han Dong-hee, an analyst at SK Securities, said that such deals could become the industry's breakaway from its historical boom-and-bust cycles.
“Price discovery will remain centered in the spot market, and those prices will effectively set the upper and lower bounds for long-term contract pricing,” Han said. “The degree of cycle exposure [how much a memory company is influenced by cyclical swings] will vary depending on contract structures, but suppliers are in a strong position to design these agreements.”
Han said memory supply remains a critical bottleneck in AI infrastructure, describing the current phase as “one of the strongest and longest cycles in history.” He added that long-term supply agreements are expected to reinforce this trend by providing Big Tech with greater confidence in future performance.
“While operating leverage driven by elevated profitability may gradually ease, the downside impact from deleveraging is likely to be less pronounced than in previous cycles, barring sharp market disruptions.”
BY LEE JAE-LIM [lee.jaelim@joongang.co.kr]
dram
cycle
chip
business
sk hynix
hbm
samsung
industry
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✕
海力士二季度盈利与产能扩张
重要性5/5 高
当日公司第一手财报，直接覆盖SK海力士盈利、现金、HBM路线、客户合同与扩产计划，是风险重估的基础证据。
中文摘要
核心结论
SK海力士称，人工智能基础设施投资、高价值存储器涨价与产品组合改善推动2026年第二季度收入和营业利润创纪录。公司已启动HBM4（第四代高带宽存储器）量产出货，并以多年供货协议和分阶段扩产应对供不应求，但财务数据仍属初步口径，尚待独立审计。
重要性评级
评级：5/5（高）
这是000660与SKHY当日风险重估的第一手财报依据，涵盖盈利、现金、客户合同、技术进度和产能安排，事实密度最高。
关键事实
- 第二季度收入79.3187万亿韩元，环比增长51%、同比增长257%；营业利润60.5426万亿韩元，环比增长61%、同比增长557%，营业利润率为76%。
- 净利润93.9226万亿韩元，同比增长1,242%，净利率118%；上半年累计收入首次超过100万亿韩元。
- 第二季度末现金及现金等价物为88万亿韩元，环比增加33.6万亿韩元；总债务降至18.6万亿韩元，净现金达到69.4万亿韩元。
- DRAM（动态随机存取存储器）和NAND（闪存）价格均显著环比上涨，高带宽存储器、人工智能服务器DRAM及eSSD（企业级固态硬盘）成为高价值销售主力。
- 公司已与约10家客户签署LTA（长期供货协议），并继续同其他主要客户磋商多年合同。
- HBM4在第二季度开始批量出货，下半年计划提升产量；HBM4E已于上半年完成样品交付。
- 10纳米级第六代1c工艺产品进入实质出货阶段；321层NAND已占生产最大份额，年末目标为约占韩国国内产能的50%。
- 公司将加快M15X量产，并计划在2027年初龙仁一期洁净室启用后扩充产能；P&T7先进封装厂、M17 NAND基地和新半导体集群将按客户需求与投资效率分阶段推进。
作者观点与证据
公司将纪录盈利归因于人工智能服务器需求、存储器价格上涨和高价值产品占比提升，并判断人工智能存储与传统存储需求将同步扩张。支撑材料包括季度财务数字、约10份长期协议、HBM4出货和先进制程进度；需求延续、行业领先能效及成本竞争力主要属于公司陈述，公告未披露客户名称、合同价格、锁定数量或第三方性能验证。
与相关标的的关系
000660与SKHY直接对应SK海力士经营表现。收入、利润率、净现金、HBM4放量和产能计划决定其盈利持续性；长期合同可能降低短周期波动，但合同细节缺失，暂时无法量化收入可见度与价格保护程度。
时效性与限制
公告发布于07/29（未给出具体时刻），采集于美东时间 07/29 06:22（UTC+8 07/29 18:22）。公司明确说明数据仅截至07/29，第二季度审阅尚未完成，数字可能在独立审计中调整；前瞻性需求与扩产表述未经独立验证。
后续跟踪
- HBM4下半年产量、良率、客户认证及HBM4E量产节点。
- 长期供货协议的客户、期限、预付款、数量与定价机制。
- M15X、龙仁一期、P&T7和M17的实际资本支出与投产进度。
- DRAM、NAND价格及传统存储需求能否延续同步增长。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.；结果为K-IFRS初步数字，第二季度审阅尚未完成；官方稿未披露客户名称、LTA期限、绑定量、价格、押金或取消补偿。
原文
SK hynix Announces 2Q26 Financial Results | SK hynix Newsroom
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PRESS
SK hynix Announces 2Q26 Financial Results
▪ Reports revenues of 79.3187 trillion won, operating profit of 60.5426 trillion won, net profit of 93.9226 trillion won
▪ Record-Breaking Quarterly Performance Driven by High-Value Product Sales Amid Strong AI Demand; Cumulative First-Half Revenue Surpasses 100 Trillion won for the First Time
▪ Long-Term Agreements with around 10 Key Customers; Multi-Year Contracts and Technological Innovation Address Structural Demand Growth
▪ HBM4 achieves customer-required operating speeds, industry-leading power efficiency, and cost competitiveness, demonstrating differentiated technological edge
▪ Company to reinforce Production Capacity and Financial Health simultaneously by Preparing for Mid-to-Long-Term Growth Opportunities while Adhering to CapEx Discipline
Seoul, July 29, 2026 – SK hynix Inc. (or “the company”, www.skhynix.com) announced today that it has recorded 79.3187 trillion won in revenues, 60.5426 trillion won in operating profit (with an operating margin of 76%), and 93.9226 trillion won in net profit (with a net margin of 118%), marking an all-time high quarterly performance.
Driven by sustained demand growth from expanding AI infrastructure investments, high-performance products for AI servers led price increases, enabling the company to surpass its previous record set in the prior quarter. Consequently, cumulative revenue for the first half of the year crossed the 100 trillion won mark for the first time in company history. Revenue and operating profit increased by 257% and 557% year-over-year, respectively.
* Q2 2025: Revenue of 22.232 trillion won, Operating Profit of 9.2129 trillion won
* Q1 2026: Revenue of 52.5763 trillion won, Operating Profit of 37.6103 trillion won
Both DRAM and NAND flash memory prices experienced significant quarter-over-quarter increases. SK hynix achieved top-tier profitability by expanding sales centered on high-value-added products, including HBM, DRAM for AI servers, and eSSD.
On the back of these strong operational results, cash and cash equivalents reached 88 trillion won at the end of the second quarter, an increase of 33.6 trillion won from the previous quarter. Total debt decreased by 0.7 trillion won to 18.6 trillion won, expanding the net cash position to 69.4 trillion won. The company evaluated that its financial flexibility has significantly strengthened, supported by record-high profit levels and cash generation capability.
As AI evolves into agentic forms that perform complex tasks on behalf of users and expands across various services, the underlying demand base for memory is broadening. Consequently, a structural shift is occurring where demand for both AI memory and conventional memory is expanding in tandem.
With major tech companies increasing their AI infrastructure investments, additional supply requests continue to mount. As these investments are supported by revenue generated from AI services, the momentum in memory demand is expected to persist.
Based on this demand outlook, SK hynix is expanding multi-year contract discussions with customers to secure mid-to-long-term supply stability. The company has finalized Long-Term Agreements (LTAs) with around 10 customers, including key strategic partners, and is continuing further discussions with major industry clients. Through these efforts, SK hynix aims to enhance operational efficiency while strengthening its mid-to-long-term business stability and sustainable growth foundation.
As AI models advance, the scope of memory competitiveness is expanding into system architecture and packaging. SK hynix plans to lead memory innovation from a system perspective, leveraging its comprehensive product portfolio and co-development capabilities with customers.
HBM4 has demonstrated its differentiated technological edge by achieving customer-required operating speeds while delivering industry-leading power efficiency and cost competitiveness. The company began mass shipments of HBM4 in the second quarter and will ramp up production in the second half of the year. For HBM4E, which completed sample shipments in the first half, the company applied optimal processes featuring technology maturity and mass-production stability.
SK hynix plans to continue its leadership in the HBM sector based on its comprehensive strength, including superior quality, stable supply capabilities based on high yield, cost competitiveness, and industry-leading performance.
Sales of SOCAMM2 grew significantly in the second quarter, and shipments of products based on 10nm-class 6th generation (1c) process technology began in earnest.
In NAND, SK hynix is accelerating its transition to advanced process nodes to strengthen its portfolio around high-capacity and high-performance products. 321-layer products already represent the largest share of total production, and the company plans to expand this to approximately 50% of domestic production capacity by the end of the year.
In a market environment where customer demand exceeds supply capabilities, the ability to deliver requested volumes in a timely manner has emerged as a core business competitiveness.
In response, SK hynix is accelerating the mass production schedule for M15X while making investments to rapidly expand production capacity following the opening of the Yongin Phase 1 cleanroom in early 2027. Mid-to-long-term investment plans—including the recently announced P&T7 advanced packaging facility, M17 NAND production base, and the development of a new semiconductor cluster—will be executed in phases based on customer demand and investment efficiency.
SK hynix emphasized that it will reinforce both its production capacity and financial health by seamlessly preparing for mid-to-long-term growth opportunities while maintaining capital expenditure discipline (CapEx Discipline).
■ 2Q26 Financial Results (K-IFRS)
Unit: Billion KRW
2Q26
QoQ
YoY
1Q26
Change
2Q25
Change
Revenue
79,318.7
52,576.3
51%
22,232
257%
Operating Profit
60,542.6
37,610.3
61%
9,212.9
557%
Operating Margin
76%
72%
4%p
41%
35%P
Net Income
93,922.6
40,345.9
133%
6,996.2
1,242%
※ Financial information of the earnings is based on K-IFRS
※ Please note that the financial results discussed herein are preliminary and speak only as of July 29, 2026. Readers should not assume that this information remains operative at a later time.
Disclaimer
This material has been prepared by the Company for informational purposes only, and the information contained herein has not undergone any separate, independent verification process. No representations or warranties are made regarding the fairness, accuracy, or completeness of the information contained in this material, and such information should not be relied upon. Neither the Company nor its employees bear any civil, criminal, or administrative liability for any damages arising from this material or from its use.
Review of the FY2026 Q2 financial results has not been finalized. Figures in this earnings release are subject to changes during the independent auditing process.
All financial information contained in this document is based on consolidated K-IFRS.
This material contains forward-looking statements, which involve risks and uncertainties. These statements are generally identified words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” and similar expressions, or the negative of such expressions. Forward-looking statements are not guarantees of future performance and are subject to inherent risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. SK hynix undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.
This material does not constitute a solicitation for the acquisition or purchase of securities, and no part of this material should serve as the basis for any contract, agreement, or investment decision, nor should it be relied upon in connection therewith.
About SK hynix Inc.
SK hynix Inc., headquartered in Korea, is the world’s top tier semiconductor supplier offering Dynamic Random Access Memory chips (“DRAM”) and flash memory chips (“NAND flash”) for a wide range of distinguished customers globally. The Company’s shares are traded on the Korea Exchange, and the Global Depository shares are listed on the Luxembourg Stock Exchange. Further information about SK hynix is available at www.skhynix.com , news.skhynix.com .
Media Contact
SK hynix Inc.
Global Public Relations
Technical Leader
Sooyeon Lee
E-Mail: global_pr@skhynix.com
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纪录利润未越过市场预期
重要性5/5 高
财报当日的高密度市场反应报道，直接比较实际业绩与一致预期，并补充一次性收益、合同条款和券商调整。
中文摘要
核心结论
《韩国中央日报》认为，SK海力士第二季度利润创纪录，但收入和营业利润均低于市场一致预期，市场开始重新评估人工智能投资回报、存储周期和中国厂商竞争。长期合同、存储器涨价与HBM4（第四代高带宽存储器）出货提供经营支撑，合同细节和一次性收益则削弱了部分数字的可比性。
重要性评级
评级：5/5（高）
报道发布于财报当日，将公司口径、市场预期、股价反应、长期合同条款及券商预测放在同一证据链中，对解释000660与SKHY的风险重估具有直接价值。
关键事实
- 报道发布于美东时间 07/29 04:32（UTC+8 07/29 16:32），并于美东时间 07/29 04:52（UTC+8 07/29 16:52）更新。
- 第二季度营业利润为60.54万亿韩元，同比增长577.3%，低于FnGuide汇总的63.99万亿韩元一致预期。
- 收入同比增长256.8%至79.32万亿韩元，低于83.94万亿韩元预期；净利润同比增长1,242.5%至93.92万亿韩元，高于51.58万亿韩元预期。
- 报道称高额净利润很大程度来自出售铠侠持股的一次性收益，持续经营盈利需与该项目分开观察。
- SK海力士股价当日下跌9.61%，收于140万韩元；报道同时称公司一个月市值减少849.56万亿韩元。
- 公司已与10家客户签署LTA（长期供货协议）；报道指合同期限延长至三至五年，并加入保证采购承诺的押金安排，但公司未披露客户、产品及定价结构。
- DRAM（动态随机存取存储器）平均售价环比上涨约30%，NAND（闪存）平均售价上涨约50%中段。
- 公司确认HBM4于第二季度开始出货，HBM4E样品已在上半年交付主要客户；三星电子自2月起供应HBM4。
- 未来资产证券将目标价从420万韩元下调至280万韩元，BNK投资证券将目标价从185万韩元下调至148万韩元，两家仍维持原有正面评级。
作者观点与证据
报道倾向于把股价下跌解释为预期落差和增长持续性疑虑。证据包括实际业绩低于一致预期、净利润含一次性收益、长期合同定价缺失、目标价下调及中国长鑫存储上市和国产光刻设备引发的竞争担忧。公司则以平均售价上涨、下半年位元出货增长、HBM4放量和客户对稳定供货及质量的偏好回应；“高效率模型会扩大人工智能服务覆盖面”的判断仍是管理层预测。
与相关标的的关系
000660与SKHY直接承受盈利预期、合同透明度和估值调整影响。HBM4放量及存储器涨价支持经营数字，预期落差和一次性收益影响利润质量评估；中国竞争与周期见顶担忧尚未被量化为订单或市场份额变化。
时效性与限制
报道引用公司电话会、FnGuide和券商观点，但部分数字需谨慎核验：文中营业利润同比增幅577.3%与公司公告的557%不一致；“一个月市值减少849.56万亿韩元”也应结合交易所数据复核。合同期限、押金安排及客户结构缺乏完整原始文件。
后续跟踪
- 实际业绩与审计后数字、市场一致预期之间的差距。
- 铠侠持股出售收益对净利润和现金流的具体贡献。
- 三至五年长期协议的定价、数量、押金和客户集中度。
- HBM4出货、下半年位元增长及中国厂商的实际份额变化。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.；共识、目标价、电话会摘要和资本开支均来自媒体整理；公司未公开客户级合同和押金金额，不能把媒体概括写成统一合同条款。
原文
SK hynix posts record Q2 profit on AI demand, but shares slide on growth doubts
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SK hynix posts record Q2 profit on AI demand, but shares slide on growth doubts
The blockbuster earnings fell short of the market consensus, but the company is confident that demand will hold despite inroads by Chinese companies.
LEE JAE-LIM
LEE
JAE-LIM
BUSINESS REPORTER
Published
July 29, 2026 - 5:32 p.m.
Modified
July 29, 2026 - 5:52 p.m.
SK hynix's headquarters in Icheon, Gyeonggi, on July 29, following the chipmaker's earnings disclosure for the second quarter of 2026.
YONHAP
SK hynix logged a record-high operating profit of 60.54 trillion won ($41.64 billion) for the second quarter on the back of chip demand driven by the AI boom, but its market value evaporated by 849.56 trillion won in a month amid persisting doubts that bullish AI-related investment can generate returns.
Despite posting record-high profit figures, the results failed to satisfy the market's already lofty expectations for chip profitability. SK hynix shares fell 9.61 percent compared with the previous trading day, closing at 1.4 million won on Wednesday.
Profit jumped 577.3 percent from a year earlier, but still fell short of the 63.99 trillion won consensus from market tracker FnGuide.
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Revenue for the April-to-June period rose 256.8 percent on year to 79.32 trillion won, also falling short of the analyst forecast of 83.94 trillion won, while net profit climbed 1,242.5 percent to 93.92 trillion won, exceeding the expected figure of 51.58 trillion won.
The bumper net profit figure was driven in large part by a one-time gain from the sale of SK hynix's stake in Japanese chipmaker Kioxia, while the lucrative results overall were attributed to sharp price increases for both dynamic random-access memory (DRAM) and NAND flash for the second consecutive quarter this year, as well as growing sales of high-value-added products, including high bandwidth memory (HBM), DRAM for AI servers and enterprise solid-state drives.
SK hynix said Wednesday it has secured long-term agreements (LTA) on chip supply with 10 customers so far. Market attention has focused on these LTAs, which may upend the memory industry's boom-and-bust cycle. The contracts have become more binding at three to five years, offering more stability than the previous de facto cap of one year. Deposits have also been added to secure purchase commitments.
However, the company did not provide specifics behind its LTA framework, saying it varies depending on each customer and product.
"We're focused on reducing uncertainty from short-term market fluctuations and securing mid- to long-term business stability for both customers and the company," SK hynix said during a conference call when asked to clarify the pricing structures of the LTAs.
The chipmaker also attempted to quell bearish investor sentiment over a potential pullback in AI investment, heightened by concerns of a cycle peak-out following the successful listing of Chinese chip manufacturer CXMT and the release of efficient, China-made AI models, dubbed the "Kimi Shock," that could reduce demand for high-performance chips.
"We view this trend not as a pullback in AI investment but as the process of raising the utilization of the large-scale AI infrastructure that has already been built out, and accelerating monetization," SK hynix said.
"We also don't believe the emergence of high-efficiency AI models will necessarily lead to lower infrastructure demand. As models and systems become more efficient, more users can access a wider range of services within the same infrastructure, which in turn broadens the accessibility and scope of AI services."
SK hynix also moved to dispel concerns over Chinese memory chipmakers closing the gap in the semiconductor market. On the question of Chinese firms' inroads into HBM and high-performance DRAM, the company said customers prefer suppliers that offer more stable supply and are free of quality issues.
The earnings figures also offered indicators that could help ease some of those concerns. SK hynix said average selling prices (ASP) for DRAM and NAND flash rose by 30 percent and the mid-50 percent range, respectively, compared with the previous quarter.
"We expect improved earnings in the second half to be further reinforced with higher DRAM shipment volumes and ASP gains from an improved product mix," the company said. "Bit growth in the second half is expected to exceed that of the first half, driven by expanded HBM4 volumes and increased shipments of 1c-nanometer-based conventional DRAM."
Attention has also focused on whether the company began supplying sixth-generation HBM4 to Big Tech clients including Nvidia. The company confirmed at the conference call that HBM4 shipments began sometime in the second quarter. Samsung Electronics has been supplying HBM4 since February.
"HBM4E samples were also supplied to major customers in the first half," SK hynix said.
Brokerages still forecast strong profitability for the company through 2027, but some have lowered target prices. Mirae Asset Securities, while maintaining its buy rating, cut its target price from 4.2 million won to 2.8 million won. BNK Investment & Securities also maintained its buy rating but lowered its target price from 1.85 million won to 1.48 million won.
"[Market] sentiment was further hit by concerns over China's production of homegrown lithography equipment," said Kim Young-gun, an analyst at Mirae Asset Securities. "But we believe this issue will have a limited impact on earnings through 2028."
Meanwhile, Lee Su-rim, an analyst at DS Investment & Securities, said SK hynix's profitability forecast has room for fresh record highs and that the chip industry remains strong.
"No signal of oversupply has been detected so far," Lee wrote. "Semiconductors remain at the center of the market rebound."
BY LEE JAE-LIM [lee.jaelim@joongang.co.kr]
business
ai
sk hynix
industry
semiconductors
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✕
转换上限固化美股溢价
重要性2/5 中低
转换结构与SKHY定价直接相关，但文章已过五天摘要窗口，关键报价及账簿状态需要当日数据更新。
中文摘要
核心结论
金十数据认为，SK海力士ADR（美国存托凭证）对韩国普通股的高溢价受到2.5%转换总量上限支撑：新增ADR创设额度已基本用尽，跨市场套利难以迅速压平价差。该结构解释了短期溢价黏性，但文章未提供完整存托协议、实时转换余额或持续溢价的确定期限。
重要性评级
评级：2/5（中低）
文章直接涉及SKHY与000660之间的价格映射机制，结构信息有用；发布时间早于日报五天窗口，且报价与账簿冻结信息已可能变化，当日优先级较低。
关键事实
- 文章发布于美东时间 07/23 04:10（UTC+8 07/23 16:10）。
- 报道称SK海力士ADR相对韩国普通股的溢价在周三仍约为33%，此前一度达到51%。
- 韩国证券登记结算机构负责人Rhee Yunsu表示，可转换为ADR的韩国普通股总量被限制在公司总股本的2.5%。
- SK海力士于07/10（未给出具体时刻）完成265亿美元ADR发行，报道认为2.5%额度已被占满。
- 只有现有ADR持有人将凭证转换回韩国普通股、释放额度后，外部持有人才可能把韩股转换为新增ADR。
- 花旗银行作为存托行曾通知，在新发行韩国普通股正式挂牌前，ADR发行与注销账簿关闭至07/29（未给出具体时刻）。
- 文章以台积电TSM为类比，称其美国存托凭证过去五年相对台湾股票的平均溢价约为12.6%。
作者观点与证据
作者判断转换额度耗尽和账簿暂时关闭共同削弱套利机制，并可能使SKHY溢价长期存在。直接证据是韩国证券登记结算机构负责人对2.5%上限的说明、265亿美元发行规模及花旗的账簿安排；长期溢价判断主要依据台积电类比，尚未证明SK海力士会形成相同的投资者结构、流动性和估值差。
与相关标的的关系
SKHY对应美国市场ADR，000660对应韩国普通股。转换限制使两者无法依靠自由创设与注销保持紧密价格联动，因此SKHY价格可能包含美国市场稀缺性、时区、流动性和投资者需求溢价；该溢价不能直接视为000660基本面价值变化。
时效性与限制
文章采集于美东时间 07/29 06:22（UTC+8 07/29 18:22），距发布约六天。账簿原定关闭至07/29（未给出具体时刻），摘要生成时需要重新确认是否已开放；33%溢价属于报道时点数据，不能代表07/29的实时水平。
后续跟踪
- 花旗ADR发行与注销账簿是否恢复开放。
- 2.5%额度的实时使用量及ADR转回韩国普通股的规模。
- SKHY相对000660的溢价、成交量和借券成本变化。
- 存托协议、监管文件及发行人是否调整转换上限。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.；这是媒体对KSD负责人表述的转述，不是Citi状态页字段；报告按“公开报道仍称额度耗尽、Citi不披露剩余额度”处理。
原文
套利者梦碎！SK海力士美股溢价居高不下，2.5%转换红线成“拦路虎”-市场参考-金十数据
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套利者梦碎！SK海力士美股溢价居高不下，2.5%转换红线成“拦路虎”
SK海力士赴美上市后，其ADR较韩股出现惊人溢价，但受限于2.5%的严苛转换上限，套利通道已被锁死。随着额度耗尽，套利者无法通过“买低卖高”平抑价差，这种高溢价常态或将长期持续。
即便全球最诱人的套利机会摆在面前，投资者或许也只能望洋兴叹。
随着SK海力士(SKHY.O)完成创纪录的赴美上市，其在美国交易的存托凭证（ADR）与韩国本土股票之间产生了巨大的价差。周三数据显示， 其ADR溢价率仍高达33%，此前甚至一度飙升至51%。然而，这看似丰厚的套利空间，正被一道刚性的“转换天花板”死死锁住。
韩国证券登记结算机构（KSD）CEO Rhee Yunsu明确表示， SK海力士已将可转换为ADR的韩国本土股票总量限制在总股本的2.5%。
Rhee Yunsu指出，随着SK海力士在7月10日完成规模达265亿美元的ADR发行， 这一上限实际上已被占满。 这意味着，除非现有的美股ADR持有者主动将其头寸转换回韩国本土股票，释放出额度，否则外部投资者无法将手中的韩股包装成ADR在美股抛售。
对于寄希望于通过“低买韩股、高卖ADR”来抹平价差的套利交易员来说，这无疑是个沉重打击。
在成熟的资本市场，跨境两地上市的股票通常通过自由转换机制保持价格联动。当两地出现价差时，套利者的买入与卖出行为会自动修正价格偏差。
但在SK海力士的案例中，由于转换通道单向受阻，市场的自我修复机制宣告失灵。只要新ADR的创设大门紧闭，美股市场的溢价就难以通过套利资金被平抑。这也解释了为何在上市初期，两地价差能维持在如此离谱的水平。
SK海力士目前的处境与芯片代工巨头台积电(TSM.N)如出一辙。 长期以来，台积电的ADR虽然可以单向兑换回台湾本土股票，但从本土股票向ADR的转换却受到严格管控。
这种结构性的“不对称”导致台积电ADR长期处于溢价状态。 据统计，过去五年中，台积电美股较其台股的平均溢价率约为12.6%。SK海力士此次采取类似的限制措施，或许预示着其美股溢价也将进入“长期化”阶段。
除了总额度限制，技术性的流程冻结也让套利者暂时无从下手。
作为ADR托管行的花旗银行此前发布通知，由于新发行的韩国普通股在韩国交易所正式挂牌前不可转让，ADR的发行与注销账簿将一直关闭至7月29日。这意味着，在月底之前，两地市场的流动性将处于事实上的隔离状态。
SK海力士作为全球领先的内存芯片制造商，尤其在高带宽内存（HBM）领域占据显著市场份额，其赴美上市不仅刷新了外国公司在美IPO的纪录，也凸显了全球投资者对AI基础设施相关资产的强烈追捧。其ADR发行迅速吸引了包括Baillie Gifford、Coatue Management等顶级机构的巨额认购需求，反映出市场对公司长期增长潜力的乐观预期。
风险提示及免责条款：市场有风险，投资需谨慎。本文不构成个人投资建议，也未考虑到个别用户特殊的投资目标、财务状况或需要。用户应考虑本文中的任何意见、观点或结论是否符合其特定状况。据此投资，责任自负。
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07-28 16:14
每日投行/机构观点梳理（2026-07-28）
高利润遭遇存储周期疑虑
重要性4/5 中高
当日财报解读直接覆盖SK海力士预期差、存储周期与资本支出，并能为美光科技的行业风险提供背景。
中文摘要
核心结论
金十数据将SK海力士财报后的波动归因于实际业绩低于高位预期，以及市场对人工智能资本开支持续性和存储器周期见顶的担忧。公司与行业仍以供应紧张、长期合同和HBM4（第四代高带宽存储器）需求回应，但文章没有给出足以确认需求转折的订单、库存或产能利用率数据。
重要性评级
评级：4/5（中高）
报道紧邻财报发布，直接连接SK海力士、SKHY、000660与美光科技MU的行业周期风险，并列出预期差、资本支出和供应结构，适合用于当日风险解释。
关键事实
- 文章发布于美东时间 07/28 20:20（UTC+8 07/29 08:20）。
- 报道称第二季度营业利润同比增长557%至60.5万亿韩元，低于64万亿韩元市场预期；收入79万亿韩元，低于84万亿韩元预期。
- 净利润同比增长1,242%，文章指出一次性投资收益是主要推动因素之一。
- 报道称SKHY在美股周二收跌9%，盘后一度再跌9%后转涨；韩国市场开盘后，SK海力士上涨4%，三星电子上涨近6%。
- 2023年行业低谷期间，SK海力士曾连续五个季度录得负毛利率，多家存储厂商随后削减资本支出。
- 过去两年扩产谨慎，加上人工智能数据中心需求增长，使库存下降、价格上涨；近期部分券商因存储器平均售价涨速放缓而下调盈利预测。
- SK海力士、三星电子和美光科技均判断人工智能数据中心将继续推动存储需求；SK海力士管理层曾称供应紧张可能延续至2030年以后。
- SK海力士称已与约10家客户签署多年供货协议，并预计年度资本支出达到40万亿韩元，约合275亿美元。
- 文章称HBM4用于英伟达下一代Vera Rubin人工智能加速平台，HBM4E样品已交付主要客户。
作者观点与证据
作者把市场焦点归纳为高利润能否持续、人工智能投资周期能维持多久，以及长期合同能否缓和传统存储器的剧烈波动。财报低于一致预期、2023年亏损历史、平均售价涨速放缓和高额资本支出支持周期风险叙述；2030年后仍紧缺、相关业务规模可能超过5000亿美元等说法来自企业或产业人物，缺少合同、订单和第三方供需模型佐证。
与相关标的的关系
000660与SKHY直接对应SK海力士的盈利预期和资本支出风险。MU代表美光科技，受相同DRAM（动态随机存取存储器）、NAND（闪存）和高带宽存储器供需周期影响；三家公司把产能转向高带宽存储器，也可能令传统存储供应收紧。文章未提供美光自身订单或财务增量，MU关联属于行业传导。
时效性与限制
盘中和盘后价格描述来自不同市场时段，不能拼接为单一连续回报。文章对周期顶部、消费需求受压及人工智能投资持续时间的讨论属于风险情景，尚无库存反转或订单取消证据；5000亿美元长期承诺和合作规模的统计范围也未清晰拆分。
后续跟踪
- DRAM、NAND平均售价、库存和位元出货增速。
- SK海力士40万亿韩元资本支出的设备、厂房与封装分配。
- HBM4、HBM4E客户认证和Vera Rubin量产进度。
- SK海力士、三星电子与美光的产能规划及长期合同披露。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.
原文
SK海力士利润暴增6倍却仍不达标，半导体周期魔咒挥之不去-市场参考-金十数据
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SK海力士利润暴增6倍却仍不达标，半导体周期魔咒挥之不去
SK海力士二季度利润暴涨557%创历史新高，美股盘后却一度大跌9%。投资者不看当下的暴利，反而担心：现在追高进去，下一秒就会踩中半导体周期的暴跌陷阱。
AI投资热潮推动全球半导体行业进入高景气周期，但韩国存储芯片巨头SK海力士(SKHY.O)最新财报低于市场预期，引发投资者对AI芯片需求是否正在放缓的担忧。
SK海力士周三公布，第二季度 营业利润 飙升557%至60.5万亿韩元（约合416.2亿美元），虽 刷新历史纪录 （上年同期为9.2万亿韩元），但 低于市场预期 的64万亿韩元。 营收同样未达预期 ，其第二季度收入为79万亿韩元，市场预期为84万亿韩元。
作为英伟达(NVDA.O)高带宽内存（HBM）的核心供应商，SK海力士此前一直是AI基础设施投资浪潮的最大受益者。其净利润同比增长1242%，主要受一次性投资收益推动，进一步增强了公司财务实力。
不过，市场并未只关注利润增长，而是更加关注AI产业链未来增长空间。
Etoro亚太及中东首席分析师乔什·吉尔伯特（Josh Gilbert）表示，SK海力士作为英伟达AI芯片关键内存供应商，AI热潮确实直接提升了公司盈利，但投资者更关心的问题是，“利润率和未来指引是否能够支撑当前表现”。
受财报影响，SK海力士在美股周二收跌9%后，盘后一度再跌9%，当前已转涨。韩股开盘后，韩国KOSPI指数涨幅扩大至3%，SK海力士涨4%，三星电子涨近6%。
AI芯片投资狂潮背后，芯片周期风险重新浮现
尽管AI需求仍然强劲，但半导体行业的周期属性正在重新受到关注。
存储芯片长期以来属于高度周期性行业，价格和库存经常经历大幅波动。 2023年行业低迷时期，SK海力士连续五个季度毛利率为负，多家存储厂商因此大幅削减资本支出。
由于半导体工厂建设周期较长，过去两年的谨慎扩产导致今年市场供应增长有限。在AI数据中心需求爆发的推动下，存储库存快速下降，芯片价格大幅上涨，帮助SK海力士、三星和美光获得创纪录盈利。
不过，市场担忧当前高利润环境可能接近周期顶部。半导体行业长期存在一个规律：行业从谷底恢复时往往是投资机会，而 当利润率达到高点时，则可能意味着周期转向。
投资者担忧， 持续上涨的芯片价格可能推高电子产品成本，并拖累全球消费需求。 电脑、智能手机等终端制造商可能因此削减生产，从而影响半导体行业。
近期， 多家券商下调了SK海力士盈利预测， 原因之一是存储芯片平均售价上涨速度有所放缓。
不过，芯片制造商并不认同需求正在降温的判断。SK海力士、三星电子和美光科技均认为， AI数据中心建设仍将推动存储芯片需求长期增长。
SK海力士首席执行官郭鲁正（Kwak Noh-Jung）此前表示，全球存储芯片供应紧张可能 持续至2030年以后。
目前，全球存储芯片市场主要由SK海力士、三星和美光三家公司主导。近年来， 三家公司均将更多产能转向用于AI服务器的HBM，导致传统存储芯片供应趋紧。
SK海力士正试图通过长期供应协议降低周期波动风险 ，并宣称已经与约10家客户签署多年期供应协议。
此前，谷歌母公司Alphabet(GOOGL.O)公布未来长期供应承诺规模接近5000亿美元，其中部分资金预计将用于采购存储芯片和相关基础设施。
与此同时，SK海力士与英伟达的大规模合作，也显示AI产业链企业正在通过长期订单锁定未来供应。双方相关业务规模可能超过5000亿美元。英伟达首席执行官黄仁勋表示，这一数字包括英伟达采购存储芯片以及超级计算机等相关设备的支出。
SK海力士目前是英伟达最新AI芯片的重要供应商之一，其生产的HBM4被用于英伟达下一代AI加速芯片Vera Rubin。公司近期已经向主要客户提供下一代HBM4E样品，而三星也在加快追赶步伐。
SK海力士今年预计资本支出将达到40万亿韩元高位（约275亿美元），进一步加大与三星电子争夺AI存储市场份额的力度。
当前，市场真正关注的问题已经不是AI需求是否存在，而是AI投资热潮还能持续多久，以及存储芯片企业能否避免再次陷入传统半导体周期的剧烈波动。
风险提示及免责条款：市场有风险，投资需谨慎。本文不构成个人投资建议，也未考虑到个别用户特殊的投资目标、财务状况或需要。用户应考虑本文中的任何意见、观点或结论是否符合其特定状况。据此投资，责任自负。
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重要性4/5 中高
盘中市场风险信息及时且与三只相关证券直接相连，熔断和资金流数据有解释价值，但报道因果与若干量级数字仍待复核。
中文摘要
核心结论
金十数据将韩国股市急跌描述为人工智能投资回报疑虑、SK海力士财报预期差、资本支出上调、杠杆资金和外部宏观风险共同作用的市场事件。报道提供了盘中跌幅、熔断和资金流数据，但部分市值、指数幅度及因果叙述需要交易所数据和公司原始披露复核。
重要性评级
评级：4/5（中高）
文章发布于韩国市场剧烈波动期间，直接关联000660、SKHY和三星电子005930，并补充指数熔断、散户资金流与政策反应；其价值主要在市场风险刻画，证据强度低于公司财报。
关键事实
- 文章发布于美东时间 07/28 23:49（UTC+8 07/29 11:49）。
- 报道称韩国KOSPI（韩国综合股价指数）继周二下跌11%后，周三盘中再跌8%，跌破5,600点；月内累计下跌35%，较06/19（未给出具体时刻）高点回落40%。
- SK海力士盘中跌近12%，三星电子跌7.5%；韩国交易所对KOSPI触发20分钟熔断，此前KOSDAQ（韩国创业板指数）也已触发熔断。
- 华尔街芯片股指数隔夜下跌4.5%，纳斯达克100指数接近技术性回调区间。
- 报道称SK海力士两日市值减少约四分之一，一个多月市值减少近6,000亿美元。
- 文章引用至少310亿美元资本支出，并称管理层在电话会中对股东回报和长期合同细节披露有限。
- 韩国散户早盘净卖出约1.47万亿韩元，约合10亿美元；报道指出此前股票保证金贷款和单只股票杠杆ETF（交易所交易基金）曾助推涨势。
- Alphabet将年度支出预测上调至最高2,050亿美元，进一步引发市场对大型科技公司人工智能投入纪律和回报的审视。
- 韩国财政部长具润哲表示，政府正研究市场稳定措施，并可能调整单只股票杠杆ETF规则。
作者观点与证据
作者把抛售归纳为人工智能资本开支回报疑虑与杠杆退潮，并加入中东冲突、油价和美联储决议等宏观压力。指数跌幅、个股表现、熔断、散户净卖出和政府表态支持市场压力判断；“SK海力士财报引爆回报危机”属于新闻叙事，文章没有分解财报、杠杆平仓、外部冲突和利率预期各自对跌幅的贡献。
与相关标的的关系
000660与SKHY直接受到盈利预期、资本支出和市场风险偏好变化影响；005930对应三星电子，其指数权重和同属存储产业链的属性放大了与SK海力士的联动。KOSPI熔断和散户去杠杆可能造成基本面之外的短期价格压力，但报道未提供强制平仓规模或个股订单流数据。
时效性与限制
报道形成于盘中，指数和个股跌幅可能在收盘前变化。近6,000亿美元市值损失、KOSPI连续跌幅及310亿美元资本支出口径应与交易所收盘数据和公司财报核对；人工智能回报、中东冲突与利率预期的共同归因缺少定量拆分。
后续跟踪
- KOSPI、KOSDAQ和两只芯片股的收盘数据及熔断后成交结构。
- 散户保证金贷款、杠杆ETF赎回和强制平仓规模。
- SK海力士资本支出、长期合同定价和股东回报披露。
- 韩国政府稳定措施及单只股票杠杆ETF监管调整。
证据限制：Original text is extracted for private station-internal report reading under configured access protection.
原文
韩股继续雪崩！KOSPI暴跌8%，SK海力士财报“越赚越跌”引爆AI回报危机-市场参考-金十数据
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韩股继续雪崩！KOSPI暴跌8%，SK海力士财报“越赚越跌”引爆AI回报危机
韩国股市继续遭遇猛烈抛售，KOSPI日内暴跌8%，SK海力士两日市值蒸发约四分之一。令人意外的是，公司利润同比飙升6倍，却因AI资本开支激增和回报疑虑遭投资者抛售。
投资者因对大规模人工智能支出回报的疑虑日益加深，纷纷撤出芯片板块，韩股周三再度出现惊人跌势。与此同时，中东战事再起推动油价攀升，美国国债价格下跌、收益率攀升，交易员正焦急等待美联储将于北京时间周四凌晨2点公布的最新利率决议，他们关注意外加息的可能性。
继周二暴跌11%后， 韩国KOSPI指数周三盘中跌势不止，日内跌幅扩大至 8% ，回落至5600点下方， 本月已累计下跌35%，较6月19日创下的历史高点下跌40% 。SK海力士日内跌幅扩大至近12%，三星电子下跌7.5%。周三盘中韩国交易所对KOSPI指数启动熔断机制，交易暂停20分钟。此前KOSDAQ指数已启动熔断机制。
亚洲市场的下跌紧随华尔街芯片股指数隔夜4.5%的跌幅而来，这轮抛售也使纳斯达克100指数濒临技术性回调的边缘。
标普500指数与纳斯达克100指数走势的背离 “反映了资金从芯片制造板块的轮动出逃，” First New York投资组合经理Vikram Rai表示。他补充道，“如果半导体和芯片股不上涨，纳斯达克100指数就不会上涨”。
中东地区战事再起，令投资者的关注焦点重新回到霍尔木兹海峡。石油供应中断的风险可能在美联储利率决议前夕加剧通胀压力，这为投资者增添了一重新的不确定性——而他们本就因对巨额人工智能支出能否带来足够回报的疑虑日益加深，正在撤出科技板块。
道明证券高级大宗商品策略师Ryan McKay表示：“鉴于在海峡管理问题上的分歧导致了伊朗的袭击以及之前谅解备忘录的失败，我们对任何无法具体解决霍尔木兹问题的潜在协议保持谨慎。”
在Alphabet上周决定将今年支出预测上调至高达2050亿美元之后， AI支出正受到严密审视 ——此举重新点燃了市场对科技巨头在争夺AI主导地位过程中财政纪律的担忧。即使部分企业财报超出预期，AI板块风向标的股价仍出现下跌。
芯片制造商在SK海力士盈利不及预期、支出飙升至310亿美元的消息令人失望后延续跌势，散户投资者也纷纷减持。SK海力士周三暴跌逾10%，此前该公司在与分析师举行的财报电话会议中，关于股东回报及与客户的长期合同细节鲜有披露。
这家芯片制造商两天的跌幅约为其市值的四分之一。 该公司在公布季度利润飙升六倍的同时，还表示将把资本支出提升至至少310亿美元。短短一个多月内近 6000亿美元的市值蒸发 ，已将SK海力士从全球最热门的AI交易标的之一，变成了投资组合中最大的问号。
“SK海力士将资本支出提高到40万亿韩元的高位区间，同时对股东回报和长期合同定价保持沉默，这让投资者感到不安，”eToro Ltd.亚太和中东首席分析师Josh Gilbert表示， “鉴于SK海力士和三星在Kospi指数中的权重，当它们一起下跌时，市场无处可躲。”
散户投资者周三成为净卖方，他们在早盘交易中减持了约1.47万亿韩元（约合10亿美元）的持仓。 他们今年曾通过股票保证金贷款和杠杆ETF助推了韩国股市的涨势。
投资者目前正在等待三星电子周四的财报以及本周其他美国大型科技公司的业绩。微软公司和Meta公司将于周三公布业绩，苹果公司和亚马逊公司将于周四公布财报。
Union Bancaire Privee董事总经理Vey-Sern Ling表示：“对人工智能相关半导体股票的贪婪已转变为恐惧。投资者现在对每一条新闻都进行负面解读，并将其作为抛售的借口，而不是批判性地分析真正的基本面影响。”
韩国财政部长具润哲周三表示，政府正在内部研究市场稳定措施。具润哲在国会发言时表示，进一步调整单只股票杠杆ETF的相关规定以应对市场波动是有可能的。
风险提示及免责条款：市场有风险，投资需谨慎。本文不构成个人投资建议，也未考虑到个别用户特殊的投资目标、财务状况或需要。用户应考虑本文中的任何意见、观点或结论是否符合其特定状况。据此投资，责任自负。
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- SK hynix 2Q26 IR演示文稿
- SK hynix ADS最终招股书
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- Naver Finance / KRX 000660行情
- Naver Market Index / Hana Bank USD/KRW
- Nasdaq SKHY官方行情；MU；SNDK；SOXX
- Citi Depositary Receipt Services
- Korea JoongAng Daily财报与电话会综合报道
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- Microchip FY2024 10-K
- Oracle FY2026结果
- BIS 2026年报告
- 台积电Q2材料
- USITC 337调查新闻稿
- 韩国金融委员会单股杠杆产品措施
- Jin10 MCP
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