三井住友金融美股招股说明书(2026-09-01版)

(incorporated under the laws of Japan with limited liability) U.S.$%Perpetual Subordinated Notes We expect to issue an aggregate principal amount of $of% perpetual subordinated notes, or the notes. The notes will bear interestcommencing, 2026 initially at the rate of%per annum, payable semiannually in arrears on June5 and December5 of each year, beginning onDecember5, 2026 (short first coupon). The rate of interest on the notes will be reset on December 5, 2036 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 (as defined below)as determined by the calculation agent on the applicable reset determination date (as defined below),plusa margin of%per annum, payable semiannuallyin arrears on June5 and December5 of each year, beginning on December5, 2026. 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 paymentof 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 (asdefined below) upon the occurrence of a Capital Ratio Event (as defined below) or a Write-Down and Cancellation (as defined below) upon theoccurrence of a Non-Viability Event (as defined below) or a Bankruptcy Event (as defined below), each as described below under “Description of theNotes—Write-Downs and Write-Ups of 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. Youshould carefully consider the provisions of the notes related to such features and their potential effects before making an investment decision in the notes, andread 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 current principal amount for certain regulatory reasons or certain tax reasons, in each case in the circumstances set forth belowunder “Description of the Notes—Redemption” and subject to the conditions set forth therein, including prior regulatory confirmation, and subject to theprincipal 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 atleast equally and ratably with all of our indebtedness that is subordinated to Senior Indebtedness (as defined below), which term, for the avoidance of doubt,shall include our dated subordinated debt securities. The notes will be issued only in registered form in denominations of $200,000 and integral multiples of $1,000 in excess thereof. 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 suchnotes to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market. The Luxembourg Stock Exchange’s Euro MTF Market is not aregulated market for the purposes of Directive 2014/65/EU. This prospectus supplement with the accompanying prospectus constitutes a prospectus for purposesof 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 (as amended,the “Prospectus Regulation”) nor do they constitute a prospectus for the purposes of the Public Offers and Admissions to Trading Regulations 2024 (the “POATRegulations”) or the Admission to Trading on a Regulated Market Sourcebook of the FCA Handbook in the UK. Investing in the notes involves risks. You should carefully consider the risk factors set forth in “Item 3. Key Information—Risk Factors” of ourmost recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission, or the SEC, and in the “Risk Factors” sectionbeginning on page S-16 of this prospectus supplement before making any decision to invest in the notes. Underwriting commissions(2) Proceeds, before expenses, to SMFG(1) (1)Plus accrued interest from, 2026, if settlement occurs after that date.(2)For additional underwriting compensation information, see “Underwriting (Conflicts of Interest).” Neither the SEC nor any