三井住友金融美股招股说明书(2026-01-06版)

U.S.$500,000,000 Senior Floating Rate Notes due 2029 U.S.$800,000,000 4.108% Senior Fixed Rate Notes due 2029U.S.$400,000,000 Senior Callable Floating Rate Notes due 2032U.S.$1,100,000,000 4.494% Senior Callable Fixed-to-Floating Rate Notes due 2032U.S.$1,200,000,000 5.046% Senior Callable Fixed-to-Floating Rate Notes due 2037U.S.$1,000,000,000 5.570% Senior Callable Fixed-to-Floating Rate Notes due 2047 We will issue an aggregate principal amount of U.S.$500,000,000 of senior floating rate notes due January 15, 2029, or the non-callable 3-year floating rate notes, and together with the non-callable 3-year fixedrate notes (as defined below), the callable 6-year floating rate notes (as defined below) and the callable fixed-to-floating rate notes (as defined below), the notes. The non-callable 3-year floating rate notes will bearinterest commencing January 15, 2026 at a floating rate per annum, equal to Compounded Daily SOFR (determined as provided under “Description of the Notes—Calculation of Floating Interest Rates”), plus 0.76%payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on April 15, 2026, subject to adjustments. We will issue an aggregate principal amount of U.S.$800,000,000 of senior fixed rate notes due January 15, 2029, or the non-callable 3-year fixed rate notes. The non-callable 3-year fixed rate notes will bearinterest commencing January 15, 2026, at an annual rate of 4.108%, payable semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2026. We will issue an aggregate principal amount of U.S.$400,000,000 of senior callable floating rate notes due January 15, 2032, or the callable 6-year floating rate notes. The callable 6-year floating rate notes willbear interest commencing January 15, 2026 at a floating rate per annum, equal to Compounded Daily SOFR (determined as provided under “Description of the Notes—Calculation of Floating Interest Rates”) plus1.02%, reset quarterly, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on April15, 2026, subject to adjustments. The non-callable 3-year floating rate notes and thecallable 6-year floating rate notes are together referred to as the floating rate notes. We will issue an aggregate principal amount of U.S.$1,100,000,000 of senior callable fixed-to-floating rate notes due January 15, 2032, or the callable 6-year fixed-to-floating rate notes, an aggregate principalamount of U.S.$1,200,000,000 of senior callable fixed-to-floating rate notes due January 15, 2037, or the callable 11-year fixed-to-floating rate notes, an aggregate principal amount of U.S.$1,000,000,000 of seniorcallable fixed-to-floating rate notes due January 15, 2047, or the callable 21-year fixed-to-floating rate notes, and together with the callable 6-year fixed-to-floating rate notes and the callable 11-year fixed-to-floatingrate notes, the callable fixed-to-floating rate notes. The callable 6-year fixed-to-floating rate notes will bear interest (i) from and including January 15, 2026 to but excluding the date that is one year prior to the maturity date, or the callable 6-year fixed-to-floatingrate notes reset date, at a fixed rate of 4.494% per annum, payable semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2026, and (ii)from and including the callable 6-year fixed-to-floating rate notes reset date to but excluding the maturity date, at a floating rate per annum, equal to Compounded Daily SOFR (determined as provided under “Description of the Notes—Calculation of FloatingInterest Rates”) plus 1.02%, reset quarterly, payable quarterly in arrears on January 15, April 15, July 15 and October15 of each year, beginning on April 15, 2031, subject to adjustments. The callable 11-year fixed-to-floating rate notes will bear interest (i) from and including January 15, 2026 to but excluding the date that is one year prior to the maturity date, or the callable 11-year fixed-to-floating rate notes reset date, at a fixed rate of 5.046% per annum, payable semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2026, and (ii) from and including the callable 11-yearfixed-to-floating rate notes reset date to but excluding the maturity date, at a floating rate per annum, equal to Compounded Daily SOFR (determined as provided under “Description of the Notes—Calculation ofFloating Interest Rates”) plus 1.22%, reset quarterly, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on April 15, 2036, subject to adjustments. The callable 21-year fixed-to-floating rate notes will bear interest (i) from and including January 15, 2026 to but excluding the date that is one year prior to the maturity date, or the callable 21-year fixed-to-floating rate notes reset date, at a fixed rate of 5.570% per annum, payable semiannually in arrears on January 15 and Ju