Sumitomo Mitsui Trust Group (SMTG) filed Amendment No. 1 to Schedule 13G disclosing a passive stake in Mitsubishi UFJ Financial Group (MUFG) as of 30 Jun 2025.
Key figures:
Shares owned: 595,471,400
Ownership: 4.9 % of MUFG common stock
Voting power: Sole 0; Shared 540,001,500
Dispositive power: Sole 0; Shared 595,471,400
SMTG classifies itself as a parent holding company/financial institution (HC, FI) and certifies the holdings are kept in the ordinary course, with no intent to influence control. Two asset-management subsidiaries—Sumitomo Mitsui Trust Asset Management and Nikko Asset Management—may also be deemed beneficial owners. Because the position sits just under the 5 % threshold, SMTG avoids additional reporting or activist obligations while remaining a significant institutional shareholder of MUFG.
Positive
Institutional confidence: SMTG retains a sizeable 4.9 % position, indicating ongoing commitment to MUFG shares.
Negative
No sole voting authority: SMTG’s lack of sole voting/dispositive power limits potential advocacy for shareholder-friendly changes.
Insights
TL;DR: SMTG holds a 4.9 % passive stake in MUFG; material but non-controlling, so market impact is limited.
The filing confirms continued institutional support for MUFG, with nearly 600 million shares held. Falling just under the 5 % line keeps compliance burdens low and signals a largely passive strategy. Absence of sole voting power suggests minimal influence on governance. Overall, this is a routine ownership update with negligible implications for MUFG’s earnings or strategy.
TL;DR: Large but passive stake poses no immediate governance pressure on MUFG’s board.
SMTG’s shared voting/dispositive structure and certification of non-control intent mean MUFG’s management faces no new activist threat. Subsidiary attribution complies with Rule 13d-1 requirements. Investors should view the disclosure as transparency rather than a catalyst for corporate action.
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How much MUFG stock does Sumitomo Mitsui Trust Group own?
SMTG reports beneficial ownership of 595,471,400 MUFG common shares, representing 4.9 % of the company.
Does SMTG have control over MUFG?
No. The filing states zero sole voting and dispositive power, and SMTG certifies the stake is held without intent to influence control.
Why did SMTG file a Schedule 13G/A?
U.S. regulations require passive owners of >5 % (or changes near that level) to file. SMTG’s amendment updates its sub-5 % position.
Which SMTG subsidiaries hold MUFG shares?
The filing cites Sumitomo Mitsui Trust Asset Management and Nikko Asset Management as potential beneficial owners.
What is the significance of the 4.9 % threshold?
Staying below 5 % exempts SMTG from some additional disclosures and activist-style obligations under U.S. securities law.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Mitsubishi UFJ Financial Group Inc
(Name of Issuer)
Common Stock
(Title of Class of Securities)
606822104
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
606822104
1
Names of Reporting Persons
Sumitomo Mitsui Trust Group, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
JAPAN
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
540,001,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
595,471,400.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
595,471,400.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
HC, FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Mitsubishi UFJ Financial Group Inc
(b)
Address of issuer's principal executive offices:
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan, 100-8330
Item 2.
(a)
Name of person filing:
Sumitomo Mitsui Trust Group, Inc.
(b)
Address or principal business office or, if none, residence:
1-4-1 Marunouchi, Chiyoda-ku, Tokyo 100-8233, Japan
(c)
Citizenship:
Japan
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
606822104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Parent Holding Company
Item 4.
Ownership
(a)
Amount beneficially owned:
595,471,400
(b)
Percent of class:
4.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
540,001,500
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
595,471,400
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Portions of the securities being reported on by Sumitomo Mitsui Trust Group, Inc. as a parent holding company are owned, or may be deemed to be beneficially owned, by its subsidiaries: each of (a) Sumitomo Mitsui Trust Asset Management Co., Ltd. and (b) Nikko Asset Management Co., Ltd. is classified as an investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E) and as a non-U.S. institution in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Portions of the securities being reported on by Sumitomo Mitsui Trust Group, Inc. as a parent holding company are owned, or may be deemed to be beneficially owned, by its subsidiaries: each of (a) Sumitomo Mitsui Trust Asset Management Co., Ltd. and (b) Nikko Asset Management Co., Ltd. is classified as an investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E) and as a non-U.S. institution in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
