SK海力士-WI美股招股说明书(2026-07-10版)

Represented by American Depositary Shares This is a public offering of American Depositary Shares, or “ADSs,” representing common shares of SK hynix Inc., organized under the laws of the Republicof 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.” 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 July9, 2026, the last reported sales price of our common shares on the KRX KOSPI Market, ourprincipal trading market, was W2,186,000per common share (equivalent to approximately US$1,421.28per common share based on the exchange rate ofW1,538.05 per US$1.00, the noon buying rate in effect on July2, 2026 as quoted by the Federal Reserve Bank of New York in the UnitedStates). Prior to thisoffering, 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 thesymbol“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.,andSituational Awareness Partners LP(in alphabetical order) (collectively, the “Cornerstone Investors”) have, severally and not jointly, indicated an interest inpurchasing up to an aggregate of US$7billion of the ADSs offered in this offering at the initial public offering price and on the same terms and conditions as theother purchasers in this offering.Because these indications of interest are not binding agreements or commitments to purchase, any of the Cornerstone Investorsmay 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 CornerstoneInvestors. The underwriters will receive the same underwriting discount on any ADSs purchased by the Cornerstone Investors as they will from the other ADSssold 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 ordisapproved 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 page18 of this prospectus before making an investmentdecision regarding the ADSs. PerADSTotalPublic offering priceUS$149.0000US$26,507,100,000Underwriting discount and commissions(1)US$1.4477US$257,545,830Proceeds, before expenses, to usUS$147.5523US$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 July14, 2026, which will be the third business day following thepricing of the ADSs. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generallyare 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 ADSsprior 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 failedsettlement and (ii) should consult their own advisors with respect to conducting such trade. J.P.Morgan CantorStifel RBCCapitalMarketsRosenblattWolfe | Nomura Alliance Table of Contents TABLE OF CONTENTS PagePRESENTATION OF FINANCIAL AND OTHER INFORMATION1GLOSSARY OF TERMS4SUMMARY7THE OFFERING11SUMMARY FINANCIAL AND OTHER INFORMATION14RISK FACTORS18CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS50USE OF PROCEEDS52DIVIDENDS AND DIVIDEND POLICY53MARKET PRICE INFORMATION55EXCHANGE RATES56CAPITALIZATION57DILUTION58MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS60INDUSTRY OVERVIEW87BUSINESS94MANAGEMENT115PRINCIPAL SHAREHOLDERS128CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS129DESCRIPTION OF ARTICLES OF INCORPORATION AND CAPITAL STOCK131DESCRIPTION OF AMERICAN DEPOSITARY SHARES138SHARES AND AMERICAN DEPOSITARY SHARES ELIGIBLE FOR FUTURE SALE151KOREAN FOREIGN EXCHANGE CONTROLS AND SECURITIES REGULATIONS153THE KOREAN SECURITIES MARKET161CERTAIN TAX CONSIDERATIONS167UNDERWRITING176EXPENSES OF THE OFFERING191LEGAL MATTERS192EXPERTS192ENFORCEABILITY OF CIVIL LIABILITIES192WHERE YOU CAN FIND MORE INFORMATION193INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Table of Contents Through and including August3, 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions inthese securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to adealer’s obligation to deliver a prospectu