SK Hynix - Offers 177.9M American Depositary Shares In Public Offering - SEC Filing

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 W5,000 per share, or "common share." 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 3, 2026, the last reported sales price of our common shares on the KRX KOSPI Market, our principal trading market, was W2,425,000 per common share (equivalent to approximately US$1,581.41 per common share or US$158.14 per ADS, based on the exchange rate of W1,533.44 per US$1.00, the noon buying rate in effect on June 26, 2026 as quoted by the Federal Reserve Bank of New York in the United States). The initial public offering price of the ADSs will be determined through negotiations between us and the underwriters and will be based on the last reported trading price of such common shares prior to the pricing of the ADSs as well as prevailing market conditions and other factors described in "Underwriting" beginning on page 177 of this prospectus, 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"). Prior to this offering, there has been no public market for our ADSs. We have applied 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.