Sumitomo Mitsui (NYSE: SMFG) details 5.334% subordinated notes due 2041

Rhea-AI Filing Summary

Sumitomo Mitsui Financial Group, Inc. furnished a Form 6-K that will be incorporated by reference into its existing shelf registration statement on Form F-3. The filing mainly provides a second supplemental indenture with The Bank of New York Mellon and the form of 5.334% subordinated callable fixed-to-fixed rate notes due 2041.

It also includes legal opinions from Nagashima Ohno & Tsunematsu and Davis Polk & Wardwell LLP, including a U.S. tax matters opinion, along with related consents from those law firms.

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 March 2026

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 ☒ or Form 40-F ☐

THE INFORMATION AND EXHIBITS SET FORTH IN 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NO. 333-276219) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

EXHIBIT INDEX

Exhibit No.		Description
4.1		Second Supplemental Indenture between Sumitomo Mitsui Financial Group, Inc. and The Bank of New York Mellon
4.2		Form of 5.334% Subordinated Callable Fixed-to-Fixed Rate Notes due 2041
5.1		Opinion of Nagashima Ohno & Tsunematsu
5.2		Opinion of Davis Polk & Wardwell LLP
8.1		Opinion of Davis Polk & Wardwell LLP, as to U.S. tax matters (included in exhibit 5.2)
23.1		Consent of Nagashima Ohno & Tsunematsu (included in exhibit 5.1)
23.2		Consent of Davis Polk & Wardwell LLP (included in exhibit 5.2)

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/ Kazuyuki Anchi
		Name:		Kazuyuki Anchi
		Title:		Senior Managing Executive Officer  Group Chief Financial Officer

Date: March 3, 2026

FAQ

What does Sumitomo Mitsui Financial Group’s (SMFG) March 2026 Form 6-K cover?

The Form 6-K from Sumitomo Mitsui Financial Group provides documents tied to its Form F-3 shelf registration. It includes a second supplemental indenture, the form of 5.334% subordinated notes due 2041, and supporting legal and tax-related opinions with consents.

How is the March 2026 SMFG Form 6-K used in the company’s F-3 prospectus?

The March 2026 Form 6-K is deemed incorporated by reference into Sumitomo Mitsui Financial Group’s Form F-3 prospectus. This means the supplemental indenture, note form, and legal opinions become part of the disclosure package for securities offered under that shelf registration.

What type of debt instrument is described in SMFG’s March 2026 Form 6-K?

The filing includes the form of 5.334% subordinated callable fixed-to-fixed rate notes due 2041. These notes are subordinated debt, callable at the issuer’s option under specified terms, and pay interest at a fixed rate throughout their life as described in the form.

Which legal opinions are included in Sumitomo Mitsui Financial Group’s March 2026 Form 6-K?

The Form 6-K includes an opinion from Nagashima Ohno & Tsunematsu and two opinions from Davis Polk & Wardwell LLP. One Davis Polk opinion addresses U.S. tax matters and is included within another exhibit, supporting the notes and related registration structure.

What is the role of The Bank of New York Mellon in SMFG’s March 2026 filing?

The Bank of New York Mellon is party to the second supplemental indenture included in the filing. This indenture supplements existing contractual terms between Sumitomo Mitsui Financial Group and The Bank of New York Mellon in connection with the subordinated notes due 2041.

Which consents are filed with SMFG’s March 2026 Form 6-K?

The Form 6-K includes consents from Nagashima Ohno & Tsunematsu and Davis Polk & Wardwell LLP. These consents authorize the use of the firms’ legal and tax opinions in connection with Sumitomo Mitsui Financial Group’s registration statement and related prospectus materials.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 SECOND SUPPLEMENTAL INDENTURE 27.6 KB
• EX-4.2 FORM OF 5.334% SUBORDINATED CALLABLE FIXED-TO-FIXED RATE NOTES DUE 2041 70.8 KB
• EX-5.1 OPINION OF NAGASHIMA OHNO & TSUNEMATSU 21.2 KB
• EX-5.2 OPINION OF DAVIS POLK & WARDWELL LLP 9.3 KB