三菱日联金融美股招股说明书(2025-04-16版)

Mitsubishi UFJ Financial Group, Inc. $500,000,000 Senior Callable Floating Rate Notes due April24, 2031$1,000,000,000 5.159% Senior Callable Fixed-to-Fixed Reset Rate Notes due April24, 2031$1,500,000,000 5.615% Senior Callable Fixed-to-Fixed Reset Rate Notes due April24, 2036 Mitsubishi UFJ Financial Group, Inc., or MUFG, expects to issue the above-listed senior notes, or, collectively, the Notes, pursuant to a senior indenture, dated March 1, 2016, or the The senior callable floating rate notes due April24, 2031, or the floating rate notes, will bear interest from (and including) April 24, 2025 to (but excluding) April24, 2031 at a floating rate,payable quarterly in arrears on January24, April24, July 24 and October 24 of each year, with the first interest payment to be made on July24, 2025, each subject to adjustments. Theinterest rate on the floating rate notes for each interest period will be a per annum rate equal to Compounded Daily SOFR (as defined below), plus 1.48%, to be determined as describedunder “Description of the Notes—Floating Rate Notes.”The senior callable fixed-to-fixed reset rate notes due April24, 2031, or the 6-year notes, and the senior callable fixed-to-fixed reset rate notes due April24, 2036, or the 11-year notes, will bear interest from (and including) April24,2025 to (but excluding) the applicable Reset Date, which is April24 of the year immediately preceding the applicable maturity date, at the fixedper annum rate listed above, payable semi-annually in arrears on April24 and October24 of each year, with the first interest payment to be made on October24, 2025.Each series of the fixed-to-fixed reset rate notes will bear interest from (and including) the applicable Reset Date to (but excluding) the applicable maturity date at a fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the calculation agent on the applicable Reset Determination Date (as defined below), plus 1.17% on the 6-yearnotes and 1.27% on the11-yearnotes, respectively, payable semi-annually in arrears on October24 and April24 immediately following the applicable Reset Date.We may at our option and in our sole discretion redeem a series of Notes in whole, but not in part, on the date that is one year prior to the maturity date of such series of Notes at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption, subject to certain conditions. See “Description of the Notes—Optional Redemption” inthis prospectus supplement. In addition, we may at our option redeem a series of Notes in whole, but not in part, at 100% of their principal amount plus any accrued and unpaid interest to(but excluding) the date of redemption upon the occurrence of certain tax events, subject to certain conditions. See “Description of Senior Debt Securities—Optional Redemption andRepurchases—Optional Tax Redemption” in the accompanying prospectus.The Notes are intended to qualify as external total loss-absorbing capacity, or External TLAC, debt under the Japanese TLAC Standard (as defined in the accompanying prospectus). The Notes will be our senior unsecured obligations but will be structurally subordinated to the liabilities of MUFG’s subsidiaries. See “Risk Factors—Risks Related to the Debt Securities” and“Description of Senior Debt Securities” in the accompanying prospectus.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 the Notes to be admitted to trading on the Luxembourg 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 prospectussupplement with the accompanying prospectus constitutes the listing prospectus for purposes of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019. Thisprospectus supplement and the accompanying prospectus do not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) or the ProspectusRegulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”).MUFG Securities Americas Inc. and other broker-dealers may use this prospectus supplement and the accompanying prospectus in connection with market-making transactions in the Notes after their initial sale. Investing in the Notes involves risks. See “Risk Factors” beginning on page SP-1 of this prospectus supplement and page 7 of the accompanying prospectus and as incorporated byreference herein from our most recent annual report on Form20-F. Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state securities regulators has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a