SEC Form 6-K filed by Shinhan Financial Group Co Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of May 2025

Commission File Number: 001-31798

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SHINHAN FINANCIAL GROUP CO., LTD.

(Translation of registrant's name into English)

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20, Sejong-daero 9-gil, Jung-gu, Seoul 04513, Korea
(Address of principal executive offices)

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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 

INDEX

Summary of 1Q 2025 Business Report

On May 15, 2025, Shinhan Financial Group (“SFG”) filed its 1Q 2025 Business Report (the “Business Report”) with the Financial Services Commission of Korea and the Korea Exchange pursuant to the Financial Investment Services and Capital Market Act of Korea. This is the summary of the Business Report translated into English. Non-material or previously disclosed information are omitted or abridged.

The financial information in this report has been prepared in accordance with Korean International Financial Reporting Standards.

Table of Contents

1. Introduction of the Group

2. Business Results

3. Other Financial Information

4. Independent Auditor

5. Corporate Governance

6. Major Shareholders and Market Price Information of our Common Shares and ADRs

7. Directors, Executive Officers and Employees

8. Related Party Transactions

9. Internal Control

10. Contingencies

11. Material Information after the reporting period

1. Introduction of the Group

Business Objective

Shinhan Financial Group is a financial holding company that was established in September 1, 2001, through a stock transfer from the Shinhan Bank, Shinhan Securities Co., Ltd., Shinhan Capital Co., Ltd., and Shinhan BNP Paribas Asset Management Co., Ltd. The primary business objectives of the company includes the control and management of financial business, as well as financial support for its subsidiaries.

On September 10, 2001, the company was listed on the Korea Stock Exchange and on September 16, 2003, the company was registered with the U.S. Securities and Exchange Commission(SEC), where its American Depositary Shares(ADSs) were listed on the New York Stock Exchange(NYSE).

Company History
Not required to be disclosed in quarterly reports. Please refer to the business report for FY2024 submitted on March 18, 2025 for your references.

Overview of the Business Group
Not required to be disclosed in quarterly reports. Please refer to the business report for FY2024 submitted on March 18, 2025 for your references.

Credit Ratings
Not required to be disclosed in quarterly reports. Please refer to the business report for FY2024 submitted on March 18, 2025 for your references.

Capital Structure

Number of Shares (as of March 31, 2025)

Dividends

The Board of Directors resolution on July 26, 2024, led to the establishment of a Corporate Value-up Plan. The Company has set 2027 as the target year for achieving the following key objectives:

As part of the 2024 progress review and assessment, ROE and ROTCE declined YoY due to a decrease in non-banking earnings. However, the CET1 ratio remained stable at around 13%, despite market volatility. Through the consistent execution of our shareholder return policy, the shareholder return ratio increased to 40.2%, and the number of outstanding shares was reduced to below 500 million shares.

Following this performance review, the Board of Directors resolved on April 25, 2025 to reaffirm the previously established 2027 targets and to increase speed of Value-up Plan beginning in 2025 through the following update targets:

To achieve these targets, the Company will maintain its existing implementation approach while placing strategic focus on the following key initiatives:

The Company will continue to monitor, evaluate, and communicate any updates or modifications to this plan through Board discussion, reports, and resolutions. The full version of the plan can be accessed on Shinhan Financial Group’s website at www.shinhangroup.com)

Pursuant to Article 165-12(Special Provisions on Profit Distribution) of the Financial Investment Services and Capital Markets Act, an amendment was made on January 21, 2025, allowing the Board of Directs to determine the quarterly dividend record date, which was previously set at the end of March, June, and September.

In line with this amendment, the Board of Directors has pre-determined the dividend record dates for Q1, Q2, and Q3 of 2025 to enhance investors’ predictability of dividend payments. These quarterly dividend record dates took effect after the approval of the amendment to Article 59-2(Quarterly Dividends) of the Articles of Incorporation, at the 24th Annual General Meeting of Shareholders on March 26, 2025.

2025 Quarterly Dividend Record Dates and Expected Payment Dates

Note) The dividend amount for each quarter will be determined at the Board meeting held before each respective record date. The expected payment dates may subject to change based on consultations with relevant institutions.

On February 6, 2025, the Board of Directors resolved to distribute a Q4 dividend of KRW 540 per share, bringing the total annual dividend to KRW 2,160 per share. Additionally, the Company achieved a total shareholder return ratio of 40.2%, marking a 4.2 percentage point increase from the previous year. On April 25, 2025, the Board of Directors resolved to distribute a Q1 2025 dividend of KRW 570 per share.

The Company remains committed to a consistent and accelerated shareholder return policy, focusing on equalized quarterly cash dividends and treasury share cancellation. By maintaining a stable capital ratio and executing a disciplined and differentiated capital management strategy, the Company will continue its efforts to enhance shareholder value.

1) Cash dividend payout ratio on a common share basis for FY 2023 is 24.87%, and FY 2024 is 24.45%.

2. Business Results

Operating Results

Source and Use of Funds

1) The “Average Balance” is the arithmetric mean of the ending balance of each quarter.

3. Other Financial Information

1) Capital Adequacy

Consolidated BIS Ratio (Shinhan Financial Group)

Capital Adequacy Ratios (Subsidiaries)

2) Liquidity

Won Liquidity Ratio

Liquidity Coverage Ratio

Foreign Currency (FC) Liquidity Ratio

Foreign Currency (FC) Liquidity Coverage Ratio

Notes :

3) Asset Quality

SFG Consolidated Basis

Separate Basis

4) Debt to Equity Ratios

Shinhan Financial Group (Separate Basis)

Twenty Largest Exposures by Borrower

Exposure to ten Main Debtor Groups

Top Twenty Non-Performing Loans

4. Independent Auditor

Audit Opinion for the last 3 years

Compensation to the Independent Auditor for Audit and Review Services

The following is a description of the fees for audit and review services performed by our independent auditor for the last three years in connection with our financial statements preparation.

Change of External Auditor

Note) Pursuant to the Act on External Audit of Stock Companies, etc. and its enforcement decree, the audit contract term of PWC Samil, designated as the external auditor for Shinhan Financial Group for the 20th to 22nd fiscal year has expired. Accordingly, the external auditor for the 23rd fiscal year of Shinhan Financial Group and its subsidiaries has been changed from PWC Samil to KPMG Samjong.

5. Corporate Governance

Board of Directors and committees of the Board of Directors

Our board of directors, which currently consists of one executive director, one non-executive director and 9 outside directors, has the ultimate responsibility for the management of our affairs.

Our Articles of Incorporation provide for no less than three but no more than fifteen directors, the number of outside directors must be more than 50% of the total number of directors, and we must maintain at least three outside directors. All directors are elected for a term not exceeding three years as determined by the shareholders’ meeting, except that outside directors are elected for a term not exceeding two years, provided that the term of re-election shall not exceed one year and the term cannot be extended in excess of six years. The aggregate term served as an outside director of us or any of our subsidiaries shall not exceed nine years.

Terms are renewable and are subject to the Korean Commercial Code, the Financial Holding Companies Act, the Act on Corporate Governance of Financial Companies and related regulations. See “Item 6.A. Directors and Senior Management” above for information concerning the terms of office of our directors and executive officers.

Our board of directors meets on a regular basis to discuss and resolve material corporate matters. Additional extraordinary meetings may also be convened at the request of the chairman and chief executive officer or a director designated by the board.

Currently, there are no outstanding service contracts between any of our directors or executive officers and us or any of our subsidiaries providing for benefits upon termination of employment by such director or executive officer.

• Committees of the Board of Directors

We currently have eight management committees that serve under the board:

Each committee member is appointed by the board of directors, except for members of the Audit Committee, who are elected at the general meeting of shareholders.

• Risk Management Committee

The Risk Management Committee currently consists of three outside directors, namely Song Seongjoo (Chair), Yang In Jip and Choi Young-Gwon. The committee oversees and makes determinations on all issues relating to our comprehensive risk management function. In order to ensure our stable financial condition and to maximize our profits, the committee monitors our overall risk exposure and reviews our compliance with risk policies and risk limits. In addition, the committee reviews risk and control strategies and policies, evaluates whether each risk is at an adequate level, establishes or abolishes risk management divisions, reviews risk-based capital allocations, and reviews the plans and evaluation of internal control. The committee holds regular meetings every quarter.

• Internal Control Committee

The Internal Control Committee was established in March 2025 and currently consists of four directors, namely Choi Young-Gwon (Chair), Kwak Su Keun, Bae Hoon and Song Seongjoo. The committee is responsible for reviewing and evaluating the internal control measures and reports by executives and CEO, and demanding corrective actions.

• Audit Committee

The Audit Committee currently consists of four outside directors, namely Kwak Su Keun (Chair), Yoon Jaewon, Lee Yong Guk and Bae Hoon. The committee oversees our financial reporting and approves the appointment of and interaction with our independent auditors and our internal audit-related officers. The committee also reviews our financial information, audit examinations, key financial statement issues and the administration of our financial affairs by the board of directors. In connection with the general meetings of stockholders, the committee examines the agenda for, and financial

statements and other reports to be submitted by, the board of directors for each general meeting of shareholders. The committee holds regular meetings every quarter.

• Remuneration Committee

The Remuneration Committee currently consists of three outside directors, namely Choi Young-Gwon (Chair), Lee Yong Guk and Chun Myo Sang. At least one-half of the members of this committee must be outside directors and currently all members of Remuneration Committee are outside directors. This committee is responsible for reviewing and approving the management’s evaluation and compensation programs. The committee meetings are called by the chairman of this committee, who must be an outside director.

• Committee for Recommending Candidates for Independent Directors and Members of Audit Committee

The Committee for recommending candidates for independent directors and members of audit committee currently consists of four outside directors, namely Yang In Jip(Chair), Kim Jo Seol, Chun Myo Sang and Song Seongjoo. Members of this committee will be appointed by our board of directors only to the extent necessary to recommend and nominate candidates for our outside director positions, audit committee members and related matters. However, when the procedure for final recommendation of outside director and audit committee member candidates commences, all outside directors are called to participate in the committee and in this case, all outside directors are deemed as enrolled. The committee meetings are called by the chairman of this committee, who must be an outside director. This committee is responsible and authorized for: (i) establishment, review and reinforcement of policies for outside director and audit committee member selection, (ii) recommendation of outside director and audit committee member candidates for approval at the general shareholders’ meeting and (iii) continual recruitment and screening of potential outside director candidates.

• Committee for Recommending Candidates for CEO

The Committee for recommending candidates for Chief Executive Officer (CEO) was established in March 2012 and currently consists of five directors, namely Kwak Su Keun (Chair), Bae Hoon, Choi Young-Gwon, Yoon Jaewon and Kim Jo Seol. However, when the meeting for final selection of candidates for Chief Executive Officer, all outside directors are called to participate in the committee and in this case, all outside directors are deemed as enrolled. This committee is responsible for matters concerning the recommendation of candidates for the CEO including establishing and reviewing our management succession plan and its operation, setting and evaluating the qualifications and criteria for the CEO and CEO candidate pool and other matters necessary for improving our overall corporate governance structure. The chair of the committee must be an outside director, and the incumbent CEO may be restricted from participating and voting on matters related to the CEO selection.

• Environmental, Social and Governance (ESG) Strategy Committee

The ESG Strategy Committee was established in March 2015 and currently consists of five directors, namely Lee Yong Guk (Chair), Kim Jo Seol, Chun Myo Sang, Jung Sang Hyuk and Jin Okdong. This committee is responsible for setting the corporate policy for sustainable management, corporate disclosure of sustainability report and discussing specific business agenda in relation to socially responsible management and other matters such as corporate strategy toward climate change.

• Subsidiary’s CEO Recommendation Committee

The Subsidiary’s CEO Recommendation Committee was established in March 2021 and currently consists of five directors, namely Jin Okdong (Chair), Kwak Su Keun, Bae Hoon, Yoon Jaewon, and Yang In Jip. This committee is responsible for matters concerning the evaluation of subsidiary management leadership, establishment of subsidiary CEO qualifications, verification and recommendation of subsidiary CEO candidates and other matters deemed necessary by the committee.

6. Major Shareholder and Market Price Information of our Common Shares and ADRs

Major Shareholders of Shinhan Financial Group (as of Mar. 31, 2025)

7. Directors, Executive Officers and Employees

Directors and Executive Officers

1) Executive Director

Note: The date on which the term will end will be the date of the general shareholders’ meeting in the relevant year.

Jin Okdong is our Chief Executive Officer. Prior to being elected to his current position on March 23, 2023, Mr. Jin served as the chief executive officer of Shinhan Bank from 2019 to 2023. Mr. Jin served as the deputy president of Shinhan Financial Group from 2017 to 2018, the deputy president of Shinhan Bank in 2017 and the chief executive officer of Shinhan Bank Japan from 2015 to 2016. Mr. Jin received a master’s degree in business administration from Chung Ang University.

2) Non-Executive and Outside Directors

Non-executive directors are directors who are not our employees and do not hold executive officer positions with us. Outside directors are non-executive directors who also satisfy the requirements set forth under the Financial Investment Services and Capital Markets Act to be independent of our major shareholders, affiliates and management. Our non-executive directors and outside directors are selected based on the candidates’ talents and skills in diverse areas, such as law, finance, economics, management and accounting. Currently, 1 non-executive director and 9 outside directors are in office, all of whom were nominated by our board of directors and approved at a general meeting of shareholders.

Our non-executive and outside directors are as follows:

Note: The date on which each term will end will be the date of the general shareholders’ meeting in the relevant year.

Yoon Jaewon has been our outside director since March 26, 2020. Ms. Yoon is currently a professor at Hongik University College of Business Administration and member of the committee for National Tax Service as well as the committee on national accounting policy of the Ministry of Economy and Finance and Korea Custom Service. Ms. Yoon previously served as a non-executive judge at the Tax Tribunal from 2013 to 2019. Ms. Yoon received a Ph.D. in accounting from Korea University.

Bae Hoon has been our outside director since March 25, 2021. Mr. Bae is a lawyer and Certified Public Accountant in Japan and currently serves as a representative attorney at Orbis Legal Profession Corporation. Mr. Bae received a master’s degree in business administration from Kobe University.

Lee Yong Guk has been our outside director since March 25, 2021. Mr. Lee is a clinical professor at Seoul National University, School of Law. Mr. Lee currently serves as Senior Counsel at Cleary Gottlieb Steen & Hamilton LLP. Mr. Lee received a J.D. from Harvard University Law School.

Kim Jo Seol has been our outside director since March 24, 2022. Ms. Kim is a professor who teaches economics at Osaka University of Commerce and economist with a high awareness of Northeast Asian economics. Ms. Kim received a Ph.D. in economics from Osaka City University.

Kwak Su Keun has been our outside director since March 25, 2021. Mr. Kwak currently serves as an honorary professor of accounting at Seoul National University, Business School and chair of Corporate Governance Advisory Board at Korea Listed Companies Association. Mr. Kwak received a Ph.D. in business administration from University of North Carolina Chapel Hill.

Song Seongjoo has been newly appointed as our outside director since March 26, 2024. Ms. Song currently serves as a professor of statistics at Korea University since 2012 and Director of the Korea Risk Management Society. Ms. Song was previously an Advisory Professor, Economic Statistics Division, Bank of Korea. Ms. Song received a Ph. D in Statistics from University of Chicago.

Choi Young-Gwon has been newly appointed as our outside director since March 26, 2024. Mr. Choi currently serves as an Adjunct Professor, Graduate School of Business Administration, Sogang University and Adjunct Professor, College of Business Administration, Soongsil University. Mr. Choi was previously served the chief executive officer of Woori Asset Management in 2019-2023. Mr. Choi received a Ph.D. in Financial Management from Soongsil University.

Yang In Jip has been newly appointed as our outside director since March 26, 2025. Mr. Yang currently serves as a CEO of ONYCOME Co., Ltd. Mr. Yang was previously served Head of Global Business at HITEJINRO Co., Ltd. And CEO at Ssangyong Fire & Marine Insurance Co., Ltd. Mr. Yang received a Ph.D from Waseda University School of Commerce and MBA from University of Southern California.

Chun Myo Sang has been newly appointed as our outside director since March 26, 2025. Ms. Chun currently serves as a Head of Planning & Administration of SmartNews, Inc. Ms. Chun was previously a researcher and accounting advisor at Development Bank of Japan Inc. and Manager at KPMG. Ms. Chun received MBA from University of Southern California and BA from Kyoto University School of Economics.

Jung Sang Hyuk has been our non-executive director since March 23, 2023. Mr. Jung was the chief executive officer of Shinhan Bank and previously served as the deputy president of Shinhan Bank from 2020 to 2023 Mr. Jung received a bachelor’s degree in economics from Seoul National University.

Any director wishing to enter into a transaction with Shinhan Financial Group or any of its subsidiaries in his or her personal capacity is required to obtain the prior approval of our board of directors. The director having an interest in the transaction may not vote at the meeting of our board of directors at which the relevant transaction is subject to vote for approval.

3) Executive Officers

In addition to the executive directors who are also our executive officers, we currently have the following executive officers.

None of the executive officers have any significant activities outside Shinhan Financial Group.

Koh Seogheon has been our executive director and chief strategy officer since January 1, 2022. Mr. Koh previously served as the head of business management division and strategic planning team of Shinhan Financial Group. Mr. Koh received a bachelor’s degree in economics from Seoul National University.

Chun Sang Yung has been our deputy president and chief finance officer since January 1, 2024. Mr. Chun previously served as the head of group synergy division and business management division of Shinhan Financial Group. Mr. Chun received a bachelor’s degree in business management from Yonsei University.

Lee Een-kyoon has been our deputy president and chief operation officer since January 1, 2019. Mr. Lee previously served as the head of management support team and the head of secretary’s office of Shinhan Bank. Mr. Lee received a bachelor’s degree in English literature from Hanyang University.

Park Hyun Joo, has been our deputy president and chief consumer protection part since July 1, 2023. Ms. Park previously served as the head of Consumer Protection Division at Shinhan Bank. Ms. Park graduated from Seoul Girl’s Commercial High School.

Lee Young Ho, has been our executive director and Chief Compliance Officer since January 1, 2025. Mr. Lee previously served as Chief Compliance Officer at Shinhan Bank. Mr. Lee received a bachelor’s degree in law from Sogang University.

Kim Jion has been our executive director and chief audit officer since January 1, 2024. Ms. Kim previously served as the head of PRM marketing team at Shinhan Bank. Ms. Kim received a bachelor’s degree in economics from Yonsei University.

Bang Dong-kwon has been our chief risk officer since January 1, 2020. Mr. Bang previously served as the head of risk management department of Shinhan Bank. Mr. Bang received a bachelor’s degree in English language and literature from Sung Kyun Kwan University.

Kim Junhwan has been our executive director and head of digital part since January 1, 2024. Mr. Kim previously served as the head of digital innovation team at Shinhan Bank. Mr. Kim received a master’s degree in computer application design studies from Korea Advanced Institute of Science & Technology.

There are no family relationships among our directors and/or executive officers.

Compensation to Directors

Not required to be disclosed in quarterly reports. Please refer to the business report for FY2024 submitted on March 18, 2025 for your references.

Compensation to Non-registered directors

Not required to be disclosed in quarterly reports. Please refer to the business report for FY2024 submitted on March 18, 2025 for your references.

Stock Options

Not required to be disclosed in quarterly reports. Please refer to the business report for FY2024 submitted on March 18, 2025 for your references.

Employees

Not required to be disclosed in quarterly reports. Please refer to the business report for FY2024 submitted on March 18, 2025 for your references.

8. Related Party Transactions

Loans to Subsidiaries

Note) On March 2025, SFG participated in the common share capital increase(KRW 100 billion) of Shinhan EZ General Insurance.

9. Internal Control

Not required to be disclosed in quarterly reports. Please refer to the business report for FY2024 submitted on March 18, 2025 for your references.

10. Contingencies

Please refer to attached Exhibit 99.2 Shinhan Financial Group Review Report for the 1Q 2025(Consolidated), note 29. commitments and contingencies.

11. Material Information after the reporting period

1) Shinhan Financial Group resolved to pay quarterly cash dividends

On April 25, 2025, the Board of Directors of Shinhan Financial Group made a resolution to pay quarterly cash dividends.

- Dividend Amount : KRW 570 per share

- Record date : May 2, 2025

- Expected payment date : May 30, 2025

Please refer to Form 6-K submitted to Edgar system on April 25, 2025.

2) Termination of Trust Agreement for Acquisition of Treasury Shares

Shinhan Financial Group(hereafter SFG) announced on April 28, 2025 that the trust agreement SFG had entered into on October 28, 2024 to acquire treasury shares has been terminated after completing acquisition of treasury shares on January 24, 2025. In accordance with termination date April 27, 2025, SFG have terminated the trust agreement(April 28, 2025) and canceled(April 29, 2025).

Please refer to Form 6-K submitted to Edgar system on April 28, 2025.

3) 2025 Shinhan Financial Group Co., Ltd. Corporate Value-up Plan

The Board of Directors resolution on July 26, 2024, led to the establishment of a Corporate Value-up Plan. As a part of the progress review and assessment, Shinhan Financial Group reaffirmed the previously established 2027 targets and plan to increase speed of Value-up Plan beginning in 2025 through the following update targets:

To achieve these targets, the Company will maintain its existing implementation approach while placing strategic focus on the following key initiatives:

Please refer to Form 6-K submitted to Edgar system on April 25, 2025.

<Jeju Bank>

Our subsidiary, Jeju Bank, resolved at Board of Directors meeting on April 18, 2025, to conduct a 3rd party allotment capital increase of KRW 57 billion in favor of Douzone Bizon Co., Ltd. As a result, Shinhan Financial Group’s ownership stake in Jeju Bank decreased from 75.31% to 64.01%.

SIGNATURES

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.