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 JANUARY 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 ☐
Disposal of Treasury Shares
| 1. Number of Treasury Shares to be Disposed | Common shares | 71,726 | ||||||||||
| Preferred shares | — | |||||||||||
| 2. Price of the Treasury Shares to be Disposed (Won) | Common shares | 50,276 | ||||||||||
| Preferred shares | — | |||||||||||
| 3. Estimated Aggregate Disposal Value (Won) | Common shares | 3,606,096,376 | ||||||||||
| Preferred shares | — | |||||||||||
| 4. Disposal Period | From | February 4, 2026 | ||||||||||
| To | March 25, 2026 | |||||||||||
| 5. Purpose of Disposal | |
Disclosure of the entire stock option grant approved at a previous annual general meeting of shareholders due to the initial exercise of stock options | ||||||||||
| 6. Method of Disposal | Over-the-counter | |||||||||||
| 7. Disposal Counterparties | 9 current and retired executive officers | |||||||||||
| 8. Investment Brokerage Agent | — | |||||||||||
| 9. Treasury Shares Held Before Disposal | Acquisition within Limit Based on Maximum Amount of Dividends Payable | Common shares | 1,807,778 | Percentage of shares (%) | 0.84 | |||||||
| Preferred shares | — | Percentage of shares (%) | — | |||||||||
| Other Acquisition | Common shares | — | Percentage of shares (%) | — | ||||||||
| Preferred shares | — | Percentage of shares (%) | — | |||||||||
| 10. Date of Decision of Disposal | January 28, 2026 | |||||||||||
|
- Attendance of Outside Directors |
— | |||||||||||
|
- Attendance of Auditors (Audit Committee Members who are not Outside Directors) |
— | |||||||||||
| 11. Maximum Daily Sale Order | Common shares | — | ||||||||||
| Preferred shares | — | |||||||||||
12. Other Matters Relating to an Investment Decision
| - | In accordance with Article 5-9 of the Regulation on Securities Issuance and Disclosure, this report concerns the disclosure of all stock options granted at the general meeting of shareholders held in 2021 (the “2021 General Meeting of Shareholders”) as shares scheduled for disposal, triggered by the initial exercise of stock options by certain of the grantees. Currently, 609 shares have been confirmed for disposal (exercising grantee: one retired executive officer). |
| - | Regarding Item 1 above, in accordance with Article 5-9 of the Regulation on Securities Issuance and Disclosure, the number of treasury shares to be disposed of includes all stock options granted at the 2021 General Meeting of Shareholders (101,060 shares), except shares for which rights have expired (29,334 shares). If stock options are exercised in the future, the number of treasury shares to be disposed of will be confirmed and distributed accordingly. |
| - | As the holder of the stock options that were exercised at this time have elected for the “compensation in treasury shares for the difference in price” method, SK Telecom Co., Ltd. (the “Company”) will transfer treasury shares equivalent in value to the difference between the exercise price and the closing market price on the exercise date. A total of 5,375 stock options have been exercised, and 609 treasury shares have been confirmed for payment. The number of shares to be disposed of was calculated based on the closing market price on the stock option exercise date. |
| - | Among the exercisable stock options, 66,351 shares remain unconfirmed for disposal and may be subject to change depending on future exercise requests and methods of settlement. |
| (Unit: shares and Won) | ||||||||||
| Classification | Exercisable stock options |
Exercised | Not yet exercised | Exercise price | Exercisable period | |||||
| Granted in 2021 | 71,726 | 5,375 | 66,351 | 50,276 | March 25, 2026 | |||||
| Total | 71,726 | 5,375 | 66,351 |
| - | Regarding Item 2 above, the price of the treasury shares to be disposed of is the exercise price of the stock options. |
| - | Regarding Item 3 above, the estimated aggregate disposal value has been calculated by multiplying the number of shares to be disposed of by the disposal price per share. |
| - | Regarding Item 6 above, the disposal will be implemented by the transfer of shares from the Company’s securities account for treasury shares to the securities account of each recipient. |
| - | Pursuant to Article 176-2 of the Financial Investment Services and Capital Markets Act, a separate resolution by the board of directors is not required. |
| [Treasury Shares Held Prior to Decision on Disposal of Treasury Shares] |
| (Unit: shares) |
| Method of acquisition |
Type of shares |
Beginning | Change | End | Notes | |||||||||||||
| Acquired (+) |
Disposed (–) |
Cancelled (–) | ||||||||||||||||
| Acquisition within limit based on maximum amount of dividends payable | Direct acquisition |
Direct acquisition through stock exchange |
Common shares |
— | — | — | — | — | — | |||||||||
|
Preferred shares |
— | — | — | — | — | — | ||||||||||||
| Over-the-counter acquisition |
Common shares |
— | — | — | — | — | — | |||||||||||
|
Preferred shares |
— | — | — | — | — | — | ||||||||||||
| Tender offer |
Common shares |
— | — | — | — | — | — | |||||||||||
|
Preferred shares |
— | — | — | — | — | — | ||||||||||||
| Subtotal (a) |
Common shares |
— | — | — | — | — | — | |||||||||||
|
Preferred shares |
— | — | — | — | — | — | ||||||||||||
| Acquisition through broker |
Held in trust by broker |
Common shares |
— | — | — | — | — | — | ||||||||||
|
Preferred shares |
— | — | — | — | — | — | ||||||||||||
| Held by Company |
Common shares |
1,807,778 | — | — | — | 1,807,778 | — | |||||||||||
|
Preferred shares |
— | — | — | — | — | — | ||||||||||||
| Subtotal (b) |
Common shares |
1,807,778 | — | — | — | 1,807,778 | — | |||||||||||
|
Preferred shares |
— | — | — | — | — | — | ||||||||||||
| Other acquisition (c) |
Common shares |
— | — | — | — | — | — | |||||||||||
|
Preferred shares |
— | — | — | — | — | — | ||||||||||||
| Total (a+b+c) |
Common shares |
1,807,778 | — | — | — | 1,807,778 | — | |||||||||||
|
Preferred shares |
— | — | — | — | — | — | ||||||||||||
[Additional Disclosure Items]
| 1. | Relationship between the Company or its largest shareholder and each counterparty to the disposal |
| - | Individual(s) who exercised stock options granted at the March 2021 Annual General Meeting of Shareholders |
| 2. | Reason for selection of counterparties to the disposal |
| - | Grant of stock options at the March 2021 Annual General Meeting of Shareholders |
| 3. | Number of shares disposed of per counterparty (shares) |
| - | Number of stock options granted at the March 2021 Annual General Meeting of Shareholders |
| 4. | Basis for price calculation |
| - | Exercise price of the stock options granted at the March 2021 Annual General Meeting of Shareholders |
| 5. | Expected dilutive effect on the value of the Company’s shares |
| - | While the number of outstanding shares will increase by the number of shares transferred based on the application of the “compensation in treasury shares for the difference in price” method (not the entire number of treasury shares scheduled for disposal (71,726 shares)), considering the total number of outstanding shares, the dilutive effect on the value of the Company’s shares is expected to be limited. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SK TELECOM CO., LTD. | ||
| (Registrant) | ||
| By: | /s/ Taehee Kim | |
| (Signature) | ||
| Name: | Taehee Kim | |
| Title: | Vice President | |
Date: January 28, 2026