三菱日联金融美股招股说明书(2025-09-03版)

Mitsubishi UFJ Financial Group, Inc. $1,000,000,000 6.35% Fixed Rate Resetting Perpetual Subordinated Debt Securities Mitsubishi UFJ Financial Group, Inc., or MUFG or the Company, expects to issue $1,000,000,000 aggregate principal amount of 6.35% Fixed Rate Resetting Perpetual Subordinated DebtSecurities, or the Securities, pursuant to a perpetual subordinated indenture, dated October 26, 2023, or the Indenture. The Securities will bear interest from (and including) September12, 2025 to (but excluding) January 15, 2036 at the fixed per annum rate set forth above, payable semi-annually in arrears onJanuary 15 and July 15 of each year, with the first interest payment to be made on January 15, 2026 (short first coupon). The rate of interest on the Securities will be reset on January 15,2036 and each fifth year anniversary thereafter, each a Reset Date, to a fixed per annum rate equal to the U.S. Treasury Rate (as defined below) as determined by the calculation agent on theapplicable Reset Determination Date (as defined below), plus 2.07%, payable semi-annually in arrears on January 15 and July 15 of each year. Under the terms of the Securities, we are permitted in our sole discretion to, and in certain circumstances will be required to, cancel payments of interest on the Securities. Cancelled interestwill not accumulate or be due on any subsequent date, and non-payment of such interest will not constitute a default by us. The Securities are perpetual and have no fixed maturity or fixed redemption date. You do not have the right to call for redemption, or accelerate the payment of principal, of the Securities. We may at our option and in our sole discretion redeem the Securities in whole, but not in part, on each Reset Date at 100% of their principal amount plus any accrued and unpaid interest to(but excluding) the date fixed for redemption, if and to the extent not cancelled, subject to certain conditions. In addition, we may at our option redeem the Securities in whole, but not in part,upon the occurrence of certain tax or regulatory events at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date fixed for redemption, if and to theextent not cancelled, subject to certain conditions. The Securities are intended to qualify as our Additional Tier 1 Capital (as defined in the accompanying prospectus) and as external total loss-absorbing capacity, or External TLAC, debtunder the applicable Japanese laws and regulations. The Securities constitute the Company’s direct and unsecured obligations that are conditional and, in the event of the Company’sliquidation, will be subordinated to all of the Company’s existing and future obligations other than liabilities under the Securities and the Company’s liabilities that rank effectively pari passuwith or subordinate to the Securities as to liquidation distributions, will rank pari passu with the Company’s liabilities that rank effectively pari passu with the Securities as to liquidationdistributions, and will rank senior in priority only to any payments to holders of the Company’s common shares, subject to a principal write-down. The Securities will be structurallysubordinated to the liabilities of the Company’s subsidiaries. We have made an application to the Luxembourg Stock Exchange to list the Securities on the official list of the Luxembourg Stock Exchange and for the Securities to be admitted to trading onthe 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 the listing prospectus for purposes 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 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 theSecurities after their initial sale. Investing in the Securities involves risks. See “Risk Factors” beginning onpageSP-1of this prospectus supplement and on page7 of the accompanying prospectus and as incorporatedby reference 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 criminaloffense. These securities are not deposits or savings accounts. These securities are not insured by the U.S. Federa