Sumitomo Mitsui to repurchase 50M shares, cancel on Feb 20, 2026

Rhea-AI Filing Summary

Sumitomo Mitsui Financial Group authorized a share repurchase of up to 50,000,000 common shares for up to JPY 150,000,000,000, with plans to cancel all repurchased shares. The company cites enhancing shareholder returns and improving capital efficiency as the reasons for the program.

The repurchase will run from November 17, 2025 to January 31, 2026 via market purchases under a discretionary dealing contract, and the cancellation is scheduled for February 20, 2026. As context, shares issued excluding treasury stock were 3,847,300,534 as of October 31, 2025, and treasury stock totaled 10,107,106 shares.

Insights

Bank capital & equity actions analyst

SMFG launches up to JPY 150B buyback (1.3% of shares) with cancellation.

SMFG approved a repurchase of up to JPY 150,000,000,000 or 50,000,000 shares (1.3% of issued excluding treasury) from Nov 17, 2025 to Jan 31, 2026. All repurchased shares are scheduled for cancellation on Feb 20, 2026, which reduces share count once completed.

The mechanism uses market purchases under a discretionary dealing contract, meaning actual volumes depend on trading conditions and execution within the stated caps. The program targets shareholder returns and capital efficiency; its net effect hinges on how much of the JPY 150B cap is deployed.

Key anchors are the caps (shares and yen), the window through Jan 31, 2026, and the cancellation date. Baselines disclosed include 3,847,300,534 shares outstanding (ex‑treasury) and 10,107,106 treasury shares as of Oct 31, 2025.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2025

Commission File Number 001-34919

SUMITOMO MITSUI FINANCIAL GROUP, INC.

(Translation of registrant’s name into English)

1-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-0005, Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THE PROSPECTUS FORMING A PART OF SUMITOMO MITSUI FINANCIAL GROUP, INC.’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-276219) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Sumitomo Mitsui Financial Group, Inc.
		By:		/s/ Jun Okahashi
				Name:		Jun Okahashi
				Title:		Executive Officer & General Manager, Financial Accounting Dept

Date: November 14, 2025

Sumitomo Mitsui Financial Group, Inc.

Notice regarding Repurchase and Cancellation of Own Shares

(Repurchase of Own Shares under the provisions of its Articles of Incorporation

pursuant to Paragraph 1 of Article 459 of the Companies Act, and

Cancellation of Repurchased Shares pursuant to Article 178 of the Companies Act)

		Tokyo, November 14, 2025 — Sumitomo Mitsui Financial Group, Inc. (President and Group CEO: Toru Nakashima) hereby announces that its board of directors resolved to repurchase its own shares under Article 8 of its Articles of Incorporation pursuant to Paragraph 1 of Article 459 of the Companies Act and cancel the repurchased shares pursuant to Article 178 of the Companies Act, as follows:
1.		Reason for the Repurchase of Own Shares
		We will proceed with a flexible repurchase of its own shares in order to enhance shareholder returns and improve capital efficiency.
2.		Outline of the Repurchase
		(1)		Type of shares to be repurchased:		Common stock
		(2)		Aggregate number of shares to be repurchased:		Up to 50,000,000 shares (Equivalent to 1.3% of the number of shares issued (excluding treasury stock))
		(3)		Aggregate amount to be repurchased:		Up to JPY 150,000,000,000
		(4)		Repurchase period:		From November 17, 2025 to January 31, 2026
		(5)		Repurchase method:		Market purchases based on a discretionary dealing contract regarding repurchase of its own shares
3.		Outline of the Cancellation
		(1)		Type of shares to be cancelled:		Common stock
		(2)		Number of shares to be cancelled:		All of the shares repurchased as stated in 2 above
		(3)		Scheduled cancellation date:		February 20, 2026
		* The actual number of shares to be cancelled will be announced after completing the repurchase stated in 2 above.
(Reference) Treasury stock as of October 31, 2025:
		Number of shares issued (excluding treasury stock)				3,847,300,534 shares
		Number of treasury stock				10,107,106 shares

FAQ

What did SMFG (SMFG) announce in its latest 6-K?

It approved a repurchase of up to 50,000,000 common shares for up to JPY 150,000,000,000, with all repurchased shares to be cancelled.

What is the timeframe for SMFG’s share buyback?

The repurchase period runs from November 17, 2025 to January 31, 2026.

How many shares will SMFG cancel and when?

It plans to cancel all shares repurchased under the program on February 20, 2026.

What percentage of issued shares does the SMFG buyback cover?

Up to 1.3% of the number of shares issued (excluding treasury stock).

What repurchase method will SMFG use?

It will use market purchases based on a discretionary dealing contract.

What were SMFG’s share counts at the latest reference date?

As of October 31, 2025, issued shares excluding treasury were 3,847,300,534; treasury stock was 10,107,106 shares.