三井住友金融美股招股说明书(2025-02-19版)

(incorporated under the laws of Japan with limited liability)U.S.$1,250,000,000 6.450%Perpetual Subordinated Notes We will issue an aggregate principal amount of $1,250,000,000 of 6.450% perpetual subordinated notes, or the notes. The notes will bear interest commencing February25, 2025 initially at the rateof 6.450%per annum, payable semiannually in arrears on June5 and December5 of each year, beginning on June5, 2025 (short first coupon). The rate of interest on the notes will be reset on June5,2035 and every date that falls five, or a multiple of five, years thereafter (each such date, an “interest rate reset date”), to a fixedper annumrate equal to the sum of the applicable U.S. Treasury Rate (asdefined below) as determined by the calculation agent on the applicable reset determination date (as defined below),plusa margin of 1.900%per annum, payable semiannually in arrears on June5 andDecember5 of each year, beginning on December5, 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 the Notes—Subordination;”•permit us in our sole and absolute discretion at all times and for any reason, and under certain circumstances may require us, to cancel any payment of interest, as described below under“Description of the Notes—Cancellation of Interest Payments;” and•may be subject to a write-down of all or part of their principal amount under defined circumstances, specifically, a Going Concern Write-Down (as defined below) upon the occurrence ofa Capital Ratio Event (as defined below) or a Write-Down and Cancellation (as defined below) upon the occurrence of aNon-ViabilityEvent (as defined below) or a Bankruptcy Event (asdefined below), each as described below under “Description of the Notes—Write-Downs andWrite-Upsof the Notes.” As a result of these and other features of the notes, you may lose all or part of your investment in the notes or receive reduced or no interest payments. You should carefully consider the provisionsof the notes related to such features and their potential effects before making an investment decision in the notes, and read the risk factors appearing in this document, 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% of their original principal amount and (ii)at any time at 100% of their currentprincipal amount for certain regulatory reasons or certain tax reasons, in each case in the circumstances set forth below under “Description of the Notes—Redemption” and subject to the conditions setforth therein, including prior regulatory confirmation, and subject to the principal 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 any preference among themselves and at least equally and ratably with all of ourindebtedness that is subordinated to Senior Indebtedness (as defined below), which term, for the avoidance of doubt, shall include our dated subordinated debt securities. We have made an application to the Luxembourg Stock Exchange to list the notes on the official list of the Luxembourg Stock Exchange and for such notes to be admitted to trading on theLuxembourg Stock Exchange’s Euro MTF Market. The Luxembourg Stock Exchange’s Euro MTF Market is not a regulated market for the purposes of Directive 2014/65/EU. This prospectus supplementwith the accompanying prospectus constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses for securities dated July16, 2019. This prospectus supplement and the accompanying prospectus do not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) as it forms part ofdomestic law by virtue of the European Union (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. Key Information—Risk Factors” of our most recent annual report on Form20-Ffiled with the U.S. Securities and Exchange Commission, or the SEC, and in the “Risk Factors” section beginning on pageS-17of this prospectus supplement before making any decision toinvest in the notes. Underwriting commissions(2) Proceeds, before expenses, to SMFG(1) (1)Plus accrued interest from February25, 2025, if settlement occurs after that date.(2)For additional underwriting compensation information, see “Underwriting (Conflicts of Interest).”Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the related prospectus. Any representa