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Mitsubishi UFJ (MBFJF) details executive stock plan points in Form 3

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Form Type
3

Rhea-AI Filing Summary

MITSUBISHI UFJ FINANCIAL GROUP INC executive Fumitaka Nakahama filed an initial Form 3 detailing current equity-related holdings. He reports 42,569 shares of common stock held directly, plus several blocks of stock compensation plan points, each generally exchangeable 1-for-1 into common shares at future dates.

The filing shows 138,527 non-adjustable points already held and additional non-adjustable points to be received in equal monthly installments through June 2026. It also describes annual and medium-term performance-based points, adjustable between 0% and 150%, tied to service and performance periods ending March 31, 2027. All points are subject to clawback and forfeiture for cause, with future delivery split between shares and cash from pre-arranged open market sales in Japan.

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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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OMB Number:3235-0104
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1. Name and Address of Reporting Person*
Nakahama Fumitaka

(Last)(First)(Middle)
4-5, MARUNOUCHI 1-CHOME, CHIYODA-KU

(Street)
TOKYOJAPAN100-8330

(City)(State)(Zip)

JAPAN

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026
3. Issuer Name and Ticker or Trading Symbol
MITSUBISHI UFJ FINANCIAL GROUP INC [ MUFG ]
3a. Foreign Trading Symbol
[8306 (TSE)]
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock42,569D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Compensation Plan Points(1) (1) (1)Common Stock138,527(1)D
Stock Compensation Plan Points(2) (2) (2)Common Stock5,884(2)D
Stock Compensation Plan Points(3)(4)(5) (3)(4) (3)(4)Common Stock5,284(3)(4)D
Explanation of Responses:
1. Represents the aggregate non-adjustable points held by the reporting person as of March 18, 2026 under the Issuer's stock compensation plan (the "Plan"). Subject to clawback and forfeiture for cause, each non-adjustable point held under the Plan will be exchangeable for one share of the Issuer's common stock following the reporting person's retirement from the position with responsibilities based on which the points were granted. Prior to delivery, the shares to be exchanged for the received points are held by a board incentive plan trust, and 50% of such shares will be sold by the trust through pre-arranged open market sale in Japan in accordance with the Plan on a specific date following the reporting person's retirement from the relevant position. Net proceeds from such sale in cash, together with the remaining 50% in shares, will be delivered to the reporting person.
2. Represents the aggregate non-adjustable points that the reporting person is entitled to receive in equal monthly installments on the first day of each month during the reporting person's service period from the date hereof to June 2026.
3. Represents the aggregate annual performance-based points held by the reporting person as of March 18, 2026. These annual performance-based points were granted on June 1, 2025, based on certain performance criteria applied during the reporting person's service period from July 2024 to June 2025 under the Plan. Subject to clawback and forfeiture for cause, each annual performance-based point received under the Plan will be exchangeable for one share of the Issuer's common stock following the end of the Issuer's current three-year medium-term business plan period ending on March 31, 2027. Prior to delivery, the shares to be exchanged for the received points are held by a board incentive plan trust, and 50% of such shares will be sold by the trust through pre-arranged open market sale in Japan in accordance with the Plan on the tenth business day in June 2027. Net proceeds from such sale in cash, together with the remaining 50% in shares, will be delivered to the reporting person.
4. (Continued from footnote 3) Separate from the reported amounts, the reporting person is entitled to additional annual performance-based points based on the reporting person's performance during the service period from July 2025 to June 2026. Those annual performance points are subject to an adjustment ranging from 0% to 150% and will be determined and fixed in June 2026 and, subject to clawback and forfeiture for cause, will also be exchangeable into shares of the Issuer's common stock on a one for one basis following the end of the Issuer's current three-year medium-term business plan period ending on March 31, 2027 and delivered based on the same delivery terms as other annual performance-based points.
5. In addition to the non-adjustable points and annual performance-based points, the reporting person is entitled to medium-term performance-based points based on the reporting person's performance during the Issuer's current three-year medium-term business plan period ending March 31, 2027. These points are subject to an adjustment ranging from 0% to 150% and will be determined and fixed following the end of the Issuer's current three-year medium-term business plan period ending on March 31, 2027. Subject to clawback and forfeiture for cause, these medium-term performance-based points will also be exchangeable into shares of the Issuer's common stock on a one for one basis following the end of the Issuer's current three-year medium-term business plan period ending on March 31, 2027 and delivered based on the same delivery terms as annual performance-based points.
Remarks:
Senior Managing Corporate Executive This statement on Form 3 is filed upon effectiveness of the U.S. Holding Foreign Insiders Accountable Act. Exhibit 24 - Power of Attorney
/s/ Kazutaka Kato, by Power of Attorney03/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does the MUFG (MBFJF) Form 3 filing by Fumitaka Nakahama show?

The Form 3 shows Fumitaka Nakahama’s initial reported holdings in MUFG. It lists 42,569 common shares held directly and multiple tranches of stock compensation plan points that can convert into common stock under specified future conditions.

How many MUFG stock compensation plan points does Nakahama report on Form 3?

The filing reports 138,527 non-adjustable points plus additional non-adjustable, annual, and medium-term performance-based points. Each point is generally exchangeable for one MUFG common share at future dates, subject to plan conditions, clawback, and performance or service requirements.

When can Nakahama’s MUFG non-adjustable points be exchanged into common stock?

Non-adjustable points become exchangeable for MUFG common shares following Nakahama’s retirement from the position linked to the grant. Before delivery, shares are held in a board incentive plan trust, which sells half in Japan and delivers the remaining shares and cash proceeds.

How are MUFG annual performance-based points for Nakahama determined and delivered?

Annual performance-based points relate to service periods such as July 2024 to June 2025 and July 2025 to June 2026. They are adjustable between 0% and 150%, fixed in June 2026, then exchangeable 1-for-1 into common shares after March 31, 2027 with half sold by a trust.

What are MUFG medium-term performance-based points mentioned in Nakahama’s Form 3?

Medium-term performance-based points depend on performance during MUFG’s three-year medium-term business plan ending March 31, 2027. They are adjustable from 0% to 150% and, after that period, can be exchanged 1-for-1 into common shares under the same delivery terms as annual performance-based points.

How will MUFG deliver shares and cash from Nakahama’s stock compensation points?

Shares underlying the points are held by a board incentive plan trust. On specified dates, the trust sells 50% of the shares in pre-arranged open market sales in Japan, then delivers cash proceeds plus the remaining 50% of shares to Nakahama.
Mitsubishi Ufj Financial Group

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