三井住友金融美股招股说明书(2026-06-30版)

Sumitomo Mitsui Financial Group, Inc. (incorporated under the laws of Japan with limited liability)U.S.$500,000,000 Senior Callable Floating Rate Notes due 2032 U.S.$1,000,000,000 4.934% Senior Callable Fixed-to-Floating Rate Notes due 2032U.S.$500,000,000 5.138% Senior Callable Fixed-to-Floating Rate Notes due 2034U.S.$750,000,000 5.296% Senior Callable Fixed-to-Floating Rate Notes due 2037U.S.$500,000,000 5.754% Senior Callable Fixed-to-Floating Rate Notes due 2047 We will issue an aggregate principal amount of U.S.$500,000,000 of senior callable floating rate notes due July7, 2032, or the floating rate notes, and together with the fixed-to-floating rate notes (as defined below), the notes.The floating rate notes will bear interest commencing July7, 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”) plus1.05%, reset quarterly, payable quarterly in arrears on January7, April7, July7 and October7 of each year, beginning on October7, 2026, subject to adjustments. We will issue an aggregate principal amount of U.S.$1,000,000,000 of senior callable fixed-to-floating rate notes due July7, 2032, or the 6-year notes, an aggregate principal amount of U.S.$500,000,000 of senior callablefixed-to-floating rate notes due July7, 2034, or the 8-year notes, an aggregate principal amount of U.S.$750,000,000 of senior callable fixed-to-floating rate notes due July7, 2037, or the 11-year notes, and an aggregate principalamount of U.S.$500,000,000 of senior callable fixed-to-floating rate notes due July7, 2047, or the 21-year notes, and together with the 6-year notes, the 8-year notes and the 11-year notes, the fixed-to-floating rate notes. The 6-year notes will bear interest (i)from and including July7, 2026 to but excluding the date that is one year prior to the maturity date, or the 6-year notes reset date, at a fixed rate of 4.934% per annum, payable semiannuallyin arrears on January7 and July7 of each year, beginning on January7, 2027, and (ii)from and including the 6-year 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 Floating Interest Rates”) plus 1.05%, reset quarterly, payable quarterly in arrears on January7, April7, July7 and October7 during the one-year period endingon the maturity date, beginning on October7, 2031, subject to adjustments. The 8-year notes will bear interest (i)from and including July7, 2026 to but excluding the date that is one year prior to the maturity date, or the 8-year notes reset date, at a fixed rate of 5.138% per annum, payable semiannuallyin arrears on January7 and July7 of each year, beginning on January7, 2027, and (ii)from and including the 8-year 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 Floating Interest Rates”) plus 1.22%, reset quarterly, payable quarterly in arrears on January7, April7, July7 and October7 during the one-year period endingon the maturity date, beginning on October7, 2033, subject to adjustments. The 11-year notes will bear interest (i)from and including July7, 2026 to but excluding the date that is one year prior to the maturity date, or the 11-year notes reset date, at a fixed rate of 5.296% per annum, payablesemiannually in arrears on January7 and July7 of each year, beginning on January7, 2027, and (ii)from and including the 11-year notes reset date to but excluding the maturity date, at a floating rate per annum, equal to CompoundedDaily SOFR (determined as provided under “Description of the Notes—Calculation of Floating Interest Rates”) plus 1.29%, reset quarterly, payable quarterly in arrears on January7, April7, July7 and October7 during the one-yearperiod ending on the maturity date, beginning on October7, 2036, subject to adjustments. The 21-year notes will bear interest (i)from and including July7, 2026 to but excluding the date that is one year prior to the maturity date, or the 21-year notes reset date, at a fixed rate of 5.754% per annum, payablesemiannually in arrears on January7 and July7 of each year, beginning on January7, 2027, and (ii)from and including the 21-year notes reset date to but excluding the maturity date, at a floating rate per annum, equal to CompoundedDaily SOFR (determined as provided under “Description of the Notes—Calculation of Floating Interest Rates”) plus 1.53%, reset quarterly, payable quarterly in arrears on January7, April7, July7 and October7 during the one-yearperiod ending on the maturity date, beginning on October7, 2046, subject to adjustments. Each series of the notes may be redeemed (i)on the date that is one year prior to the maturity date of such series of notes, as described under “Description of the Notes—Optional Red