三井住友金融美股招股说明书(2025-02-18版)

Table of Contents Filed Pursuant to Rule 424(b)(5)Registration No. 333-276219 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may bechanged. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities andare not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED FEBRUARY 18, 2025PRELIMINARY PROSPECTUS SUPPLEMENT(To prospectus dated January 11, 2024) Sumitomo Mitsui Financial Group,Inc. (incorporated under the laws of Japan with limited liability) U.S.$%Perpetual Subordinated Notes We expect to issue an aggregate principal amount of $of% perpetual subordinated notes, or thenotes. The notes will bear interest commencing, 2025 initially at the rate of%per annum, payablesemiannually in arrears on June 5 and December 5 of each year, beginning on June 5, 2025 (short first coupon). Therate of interest on the notes will be reset on June 5, 2035 and every date that falls five, or a multiple of five, yearsthereafter (each such date, an “interest rate reset date”), to a fixedper annumrate equal to the sum of the applicableU.S. Treasury Rate (as defined below) as determined by the calculation agent on the applicable reset determination date(as defined below),plusa margin of%per annum, payable semiannually in arrears on June 5 andDecember 5 of each year, beginning on December 5, 2035. The notes: •are our perpetual obligations, and have no fixed maturity or mandatory redemption date;•are our subordinated obligations, as described below under “Description of the Notes—Ranking” and “Description of theNotes—Subordination;”•permit us in our sole and absolute discretion at all times and for any reason, and under certain circumstances may requireus, to cancel any payment of interest, as described below under “Description of the Notes—Cancellation of InterestPayments;” and•may be subject to a write-down of all or part of their principal amount under defined circumstances, specifically, a GoingConcern Write-Down (as defined below) upon the occurrence of a Capital Ratio Event (as defined below) or a Write-Downand Cancellation (as defined below) upon the occurrence of a Non-Viability Event (as defined below) or a BankruptcyEvent (as defined below), each as described below under “Description of the Notes—Write-Downs and Write-Ups of theNotes.” As a result of these and other features of the notes, you may lose all or part of your investment in the notes or receivereduced or no interest payments. You should carefully consider the provisions of the notes related to such features andtheir potential effects before making an investment decision in the notes, and read the risk factors appearing in thisdocument, including those under the heading “Risk Factors—Risks Related to the Notes.” The notes may only be redeemed at our option, in whole but not in part, (i) on each interest rate reset date at 100% oftheir original principal amount and (ii) at any time at 100% of their current principal amount for certain regulatoryreasons or certain tax reasons, in each case in the circumstances set forth below under “Description of the Notes— Redemption” and subject to the conditions set forth therein, including prior regulatory confirmation, and subject to theprincipal write-down and subordination provisions of the notes. The notes will not be subject to any sinking fund. The notes will constitute our direct and unsecured obligations and shall at all times rankpari passuand without anypreference among themselves and at least equally and ratably with all of our indebtedness that is subordinated to SeniorIndebtedness (as defined below), which term, for the avoidance of doubt, shall include our dated subordinated debtsecurities. The notes will be issued only in registered form in denominations of $200,000 and integral multiples of $1,000 inexcess thereof. We have made an application to the Luxembourg Stock Exchange to list the notes on the official list of theLuxembourg Stock Exchange and for such notes to be admitted to trading on the Luxembourg Stock Exchange’s EuroMTF Market. The Luxembourg Stock Exchange’s Euro MTF Market is not a regulated market for the purposes ofDirective 2014/65/EU. This prospectus supplement with the accompanying prospectus constitutes a prospectus forpurposes of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019. This prospectus supplement and the accompanying prospectus do not constitute a prospectus for the purposes ofRegulation (EU) 2017/1129 (the “Prospectus Regulation”) as it forms part of domestic law by virtue of the EuropeanUnion (Withdrawal) Act 2018 (the “EUWA”) (the “U.K. Prospectus Regulation”). Investing in the notes involves risks. You should carefully consider the risk factors set forth in “Item 3. KeyInformation—Risk Factors” of our most recent annual report on Form 2