三井住友金融美股招股说明书(2025-07-01版)

U.S.$1,000,000,000 5.796%Subordinated CallableFixed-to-FloatingRate Notes due 2046 We will issue an aggregate principal amount of $1,000,000,000 of fixed-to-floating rate subordinated notes due July 8, 2046, or the notes. The notes will bear interest (i) from andincluding July 8, 2025 to but excluding the date that is one year prior to the maturity date at a fixed rate of 5.796%per annum, payable semiannually in arrears on January8 and July 8 of eachyear, beginning on January 8, 2026, and (ii) from and including the date that is one year prior to the maturity date to but excluding the maturity date, at a floating rateper annum, equal toCompounded Daily SOFR (determined as provided under “Description of the Notes—Calculation of Floating Interest Rates”) plus 1.78%, reset quarterly, payable quarterly in arrears onJanuary 8, April 8, July 8 and October 8 of each year, beginning on October 8, 2045, subject to adjustments. We may, at our option, redeem the notes in whole, but not in part, (i)on the date that is one year priority to the maturity date of the notes as described under “Description of the Notes—Optional Redemption” or (ii)upon the occurrence of certain changes in Japanese tax law or certain changes in Japanese regulatory capital requirements, as described under “Description ofthe Notes—Redemption for Taxation Reasons” and “Description of the Notes—Redemption for Regulatory Reasons,” respectively. The notes will be our direct and unsecured obligations andwill at all times rankpari passuand without any preference among themselves and at least equally and ratably with all of our indebtedness that is subordinated to our senior indebtedness andis in priority to all of our perpetual subordinated indebtedness, as described herein. The notes containnon-viabilityloss absorption provisions, pursuant to which, if aNon-ViabilityEvent (as defined herein) occurs, the full principal amount of the notes will bepermanently written down to zero, the notes will be cancelled and the holders of the notes will be deemed to have irrevocably waived their right to claim or receive any payment of principalof or interest on the notes (including additional amounts with respect thereto, if any), except for any payments of principal or interest (including additional amounts with respect thereto, ifany) that have become due and payable prior to the occurrence of theNon-ViabilityEvent, as described further herein under “Description of theNotes—Write-Downupon aNon-ViabilityEvent.” Unless previously redeemed or otherwise cancelled, and provided that aNon-ViabilityEvent has not occurred, the notes will mature on,. The notes will be issued onlyin registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof and will not be subject to a sinking fund. 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 tradingon 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. Thisprospectus supplement with 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 formspart of domestic 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 onForm20-Ffiled with the U.S. Securities and Exchange Commission, or the SEC, and in the “Risk Factors” section beginning on pageS-9of this prospectus supplement beforemaking any decision to invest in the notes. Public offering price(1) Underwriting commissions(2) Proceeds, before expenses, to SMFG(1) (1)Plus accrued interest from July8, 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 supplementor the related prospectus. Any representation to the contrary is a criminal offense. The notes will be represented by one or more global certificates deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company, or DTC.Beneficial interests in these global certificates will be shown on, and transfers thereof will be effected through, records maintained by DTC and its direct and indirect participants, includingEuroclear Bank SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstr