UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF MAY 2026

Commission File Number: 333-04906

 

 

SK Telecom Co., Ltd.

(Translation of registrant’s name into English)

 

 

65, Euljiro, Jung-gu

Seoul 04539, Korea

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

 

Completion of Share Exchange

I. Timeline

The comprehensive share exchange (the “Share Exchange”) between SK Telecom Co., Ltd. (the “Company” or “SK Telecom”) and SK Broadband Co., Ltd. (“SK Broadband”) was carried out in accordance with Article 165-4 of the Financial Investment Services and Capital Markets Act of Korea (the “FSCMA”), Article 176-6 of the Enforcement Decree of the FSCMA and Articles 360-2 through 360-14 of the Korean Commercial Code (the “KCC”).

As a result of the Share Exchange, SK Telecom has become the sole parent company of SK Broadband, and SK Broadband has become a wholly-owned subsidiary of SK Telecom.

 

Classification				SK Telecom		SK Broadband
Date of resolution by the board of directors				March 26, 2026		March 26, 2026
Date of share exchange agreement				March 27, 2026		March 27, 2026
Record date of shareholders				April 10, 2026		April 10, 2026
Period for notification of intent to dissent from share exchange		From		April 10, 2026		April 10, 2026
		To		April 24, 2026		April 24, 2026
Date of approval by the board of directors or general meeting of shareholders for the share exchange				April 27, 2026		April 27, 2026
Date of notice or announcement of invalidation of share certificates of the company becoming a wholly-owned subsidiary				—		April 27, 2026
Appraisal rights exercise period		From		—		April 27, 2026
		To		—		May 18, 2026
Payment date for appraisal rights				—		May 26, 2026
Old share certificate submission period		From		—		April 27, 2026
		To		—		May 27, 2026
Date of share exchange				May 29, 2026		May 29, 2026
Expected date of cash consideration payment				June 8, 2026		—

Notes:

(1)

The dates set forth above that fall after the date of filing of this report are expected dates and may be changed by the representative director, as authorized by the board of directors and the share exchange agreement, pursuant to consultations with, or review by, the relevant authorities or by agreement between the contracting parties.

(2)

The cash consideration to be paid by SK Telecom in connection with the Share Exchange is expected to be paid to shareholders of SK Broadband by way of bank transfer. The expected date of payment of cash consideration set forth above may be changed pursuant to consultations with the relevant authorities.

II. Changes in Major Shareholder Ownership

1. Changes in Major Shareholder Ownership Before and After the Share Exchange

 

Classification

Before the Share Exchange

After the Share Exchange

SK Telecom

SK Broadband

SK Telecom

SK Broadband

Largest shareholder

SK Inc.

SK Telecom

SK Inc.

SK Telecom

Number of shares held by largest shareholder

65,668,397

398,595,779

65,668,397

401,634,869

Ownership percentage of largest shareholder (%)

30.57

99.24

30.57

100.00

Note: As the Share Exchange involves the payment of cash in lieu of issuing new shares, at Won 15,032 per common share of SK Broadband, there is no change in the total number of issued shares of SK Telecom before and after the Share Exchange.

III. Exercise of Appraisal Rights

1. Appraisal Price and Determination Method

A. SK Telecom Common Shares

As the Share Exchange was carried out as a small-scale share exchange in accordance with Article 360-10 of the KCC, appraisal rights were not granted to shareholders of SK Telecom.

B. SK Broadband Common Shares

 

Appraisal Price Proposed by SK Broadband for Negotiation Purposes		Won 15,032 (per common share)
Calculation Basis		Calculated in accordance with Article 176-5 of the Enforcement Decree of the FSCMA, Article 5-13 of the Regulations on the Issuance and Disclosure of Securities, and Articles 4 through 6 of the Enforcement Rules thereof.
Applicable Procedures If Appraisal Price Is Not Agreed Upon		The appraisal price shall be determined in accordance with the above provisions, and, if either SK Broadband or a shareholder who requested the purchase disagrees with such price, such party may petition the court for a determination of the purchase price.

Note: If shareholders who object to the above purchase price apply to the Financial Services Commission for mediation or petition the court for a determination of the purchase price, any such mediation application or determination petition will not affect the progress of the Share Exchange itself, and the amount mediated or determined through such mediation application or determination petition will be effective only in relation to the shareholders who filed such application or petition.

2. Details of Exercise of Appraisal Rights

A. SK Telecom

As the Share Exchange was carried out as a small-scale share exchange in accordance with Article 360-10 of the KCC, appraisal rights were not granted to shareholders of SK Telecom. The number of shareholders who submitted notices of dissent and the number of shares held by such shareholders were 5,831 shareholders and 751,866 shares (representing 0.35% of the total issued shares of SK Telecom), respectively.

B. SK Broadband

 

Company

Appraisal Price

Appraisal Period

Number of Shares

Purchase Amount

Purchase Date

Source of Funds

SK Broadband

Won 15,032 (per common share)

April 27, 2026 – May 18, 2026

27,408 shares

Won 411,997,056

May 26, 2026

Internal funds

3. Treatment of Shares Acquired Through Exercise of Appraisal Rights

All shares acquired by SK Broadband as a result of the exercise of appraisal rights were cancelled in their entirety pursuant to a resolution of the board of directors adopted on May 27, 2026.

IV. Creditor Protection

Not applicable.

V. Related Litigation

As of the date of the Share Exchange, no litigation has been filed that could affect the validity of the Share Exchange.

VI. Matters Relating to Issuance of New Shares

As the Share Exchange involves the payment of cash consideration in lieu of issuing new shares, there are no matters to report regarding issuance of new shares.

VII. Summary Financial Information Before and After the Share Exchange

A. SK Telecom

(Unit: in millions of Won)           

		Before the Share Exchange				After the Share Exchange
Assets
Current Assets			5,027,178				4,981,494
Non-Current Assets			19,713,222				19,758,906
Total Assets			24,740,400				24,740,400
Liabilities
Current Liabilities			4,509,974				4,509,974
Non-Current Liabilities			7,861,485				7,861,485
Total Liabilities			12,371,459				12,371,459
Equity
Share Capital			30,493				30,493
Capital Surplus (Deficit) and Other Capital Adjustments			(6,247,105	)			(6,247,105	)
Retained Earnings			17,211,460				17,211,460
Reserves			1,374,093				1,374,093
Total Equity			12,368,941				12,368,941
Total Liabilities and Equity			24,740,400				24,740,400

Notes:

(1)	The pre-exchange statement of financial position is based on the separate financial statements as of March 31, 2026.

(2)

SK Telecom acquired 3,039,090 common shares of SK Broadband through the Share Exchange and intends to pay cash consideration of Won 15,032 per share to the relevant shareholders. The post-exchange statement of financial position reflects the shares of SK Broadband acquired by SK Telecom through the Share Exchange at their acquisition price (Won 15,032 per share in cash).

(3)	The post-exchange statement of financial position reflects only the increase in SK Telecom’s equity interest in SK Broadband resulting from the Share Exchange and does not include any items that are currently difficult to estimate.

(4)	The above information has been prepared on a preliminary basis and may differ from the actual post-exchange statement of financial position prepared in accordance with applicable accounting standards.

B. SK Broadband

(Unit: in millions of Won)          

		Before the Share Exchange				After the Share Exchange
Assets
Current Assets			1,678,670				1,678,258
Non-Current Assets			5,360,675				5,360,675
Total Assets			7,039,345				7,038,933
Liabilities
Current Liabilities			1,368,410				1,368,410
Non-Current Liabilities			2,784,882				2,784,882
Total Liabilities			4,153,292				4,153,292
Equity
Share Capital			2,010,227				2,010,227
Capital Surplus (Deficit) and Other Capital Adjustments			487,226				487,226
Retained Earnings			386,102				385,690
Reserves			2,498				2,498
Total Equity			2,886,053				2,885,641
Total Liabilities and Equity			7,039,345				7,038,933

Notes:

(1)	The pre-exchange statement of financial position is based on the separate financial statements as of March 31, 2026.

(2)

As a result of the exercise of appraisal rights by shareholders of SK Broadband, appraisal rights were exercised with respect to 27,408 common shares, and cash consideration of Won 15,032 per share was paid. All shares acquired by SK Broadband as a result of the exercise of appraisal rights were cancelled in their entirety pursuant to a resolution of the board of directors adopted on May 27, 2026. The post-exchange statement of financial position reflects the results of the exercise of appraisal rights and the cancellation of 27,408 treasury shares acquired through the exercise of appraisal rights.

(4)	The above information has been prepared on a preliminary basis and may differ from the actual post-exchange statement of financial position prepared in accordance with applicable accounting standards.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 29, 2026