SMFG (NYSE: SMFG) to centralize securities governance and launch Jefferies equities JV

Rhea-AI Filing Summary

Sumitomo Mitsui Financial Group, Inc. is reorganizing its Japanese securities operations and advancing a planned joint venture with Jefferies for wholesale Japanese equities. SMBC Group intends to adopt an intermediate holding company structure around October 2026 through a statutory share exchange that will place SMBC Nikko Securities under a new holding company, SMBC Nikko Securities Holdings Inc.

SMBC Nikko Jefferies Securities Inc., jointly owned by SMBC Nikko Securities Holdings and Jefferies, is scheduled to begin operations in January 2027 as the core platform for globally integrated Japanese equity sales, trading, research and ECM services. SMBC Nikko has shown improving performance, with operating revenue rising from JPY 403,315 million in the fiscal year ended March 2024 to JPY 551,827 million in the fiscal year ended March 2026, and net profit increasing from JPY 26,832 million to JPY 88,933 million over the same period.

The new intermediate holding company will centralize governance for SMBC Nikko and SMBC Nikko Jefferies Securities through a Board of Directors and Audit and Supervisory Committee, while both operating companies will use corporate auditor structures. SMFG expects the internal share exchange between wholly owned subsidiaries to have an immaterial impact on its consolidated financial results.

Insights

Banking and capital markets strategist

SMFG is centralizing securities governance and formalizing a Jefferies equities JV.

SMFG is moving its Japanese securities business under an intermediate holding company and creating SMBC Nikko Jefferies Securities as a wholesale Japanese equities joint venture. The platform combines sales, trading, research and ECM, with voting rights split 60%/40% and economic interests 70%/30% between SMBC Nikko Securities Holdings and Jefferies.

SMBC Nikko’s operating revenue rose from JPY 403,315 million to JPY 551,827 million over three fiscal years, while net profit climbed to JPY 88,933 million for the year ended March 2026. This improvement provides a stronger base for the integration but does not itself quantify JV economics or synergies.

The statutory share exchange scheduled for around October 1, 2026 and JV launch planned for January 2027 depend on required approvals and permits. Future disclosures around regulatory clearances, final structure and post-launch performance metrics in subsequent reporting periods will determine how this reorganization affects SMFG’s risk profile and earnings mix.

Key Figures

SMBC Nikko capital: JPY 135.0 billion Operating revenue FY2024: JPY 403,315 million Operating revenue FY2026: JPY 551,827 million +5 more

8 metrics

SMBC Nikko capital JPY 135.0 billion Stated capital of SMBC Nikko Securities Inc.

Operating revenue FY2024 JPY 403,315 million SMBC Nikko fiscal year ended March 2024

Operating revenue FY2026 JPY 551,827 million SMBC Nikko fiscal year ended March 2026

Net profit FY2024 JPY 26,832 million SMBC Nikko fiscal year ended March 2024

Net profit FY2026 JPY 88,933 million SMBC Nikko fiscal year ended March 2026

Share exchange effective date October 1, 2026 Expected effective date of statutory share exchange

JV operations start January 2027 Planned start of SMBC Nikko Jefferies Securities operations

JV ownership split 60%/40% voting; 70%/30% economic SMBC Nikko Securities Holdings vs Jefferies in JV

Key Terms

intermediate holding company, statutory share exchange, Equity Capital Markets, Audit and Supervisory Committee, +1 more

5 terms

intermediate holding company financial

"it resolved to transition to an intermediate holding company structure to oversee the securities business"

An intermediate holding company is a legal entity positioned between a parent company and the businesses that actually operate the company's products or services; it holds the shares of those operating units but usually does not run day-to-day operations. For investors it matters because it can concentrate ownership, isolate financial or legal risks, and simplify reporting—think of it as a middle manager who groups several teams for oversight, which can affect how profits, liabilities and control flow through a corporate group.

statutory share exchange regulatory

"plans to implement a statutory share exchange in which the Preparatory Company will become the wholly owning parent"

Equity Capital Markets financial

"enhancing Equity Capital Markets (hereinafter, “ECM”) services as well as underwriting and distribution capabilities"

Equity capital markets are the channels and activities through which companies sell ownership stakes (shares) to investors, including initial public offerings, follow-on share sales, and block trades. Think of it as a marketplace or storefront where firms raise money by offering pieces of the business; the size, timing and price of those offerings can change a stock’s supply, dilute existing ownership, and influence valuation and future growth prospects, so investors watch it closely.

Audit and Supervisory Committee regulatory

"will be organized as a company with an Audit and Supervisory Committee"

forward-looking statements regulatory

"This document contains “forward-looking statements” (as defined in the U.S. Private Securities Litigation Reform Act of 1995)"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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 May 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  ☒  Form 40-F  ☐ 

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/ Kunihito Takaichi
		Name: Kunihito Takaichi
		Title:  Executive Officer & General Manager,     Financial Accounting Dept.

Date:  May 12, 2026

【NEWS RELEASE】

May 12, 2026

Sumitomo Mitsui Financial Group, Inc.

Sumitomo Mitsui Banking Corporation

SMBC Nikko Securities Inc.

SMBC Group Announces Change of Subsidiary (Sub-Subsidiary) in connection with the Transition to an

Intermediate Holding Company Structure in Japan

and Progress on the Establishment of a Japanese Equities Joint Venture with Jefferies

TOKYO, May 12, 2026 — Sumitomo Mitsui Financial Group, Inc. (President & Group CEO: Toru Nakashima; hereinafter, “SMFG”, and its corporate group will hereinafter be referred to as “SMBC Group”), hereby announces that, at a meeting of its Management Committee held on May 12, 2026, it resolved to transition to an intermediate holding company structure to oversee the securities business of SMBC Group in Japan. As a result, SMBC Nikko Securities Inc. (President & CEO: Shuji Yoshioka; hereinafter, “SMBC Nikko”), a wholly owned subsidiary of SMFG, is expected to become a wholly owned subsidiary of the intermediate holding company in Japan, which in turn will be a wholly owned subsidiary of SMFG (i.e., a sub-subsidiary of SMFG). In addition, on September 19, 2025, SMFG and its wholly owned subsidiaries, Sumitomo Mitsui Banking Corporation (President & CEO: Akihiro Fukutome; hereinafter, “SMBC”) and SMBC Nikko, announced that they had reached an agreement with Jefferies Financial Group Inc. (hereinafter, “Jefferies”) to integrate their Japanese equities businesses globally and to operate such businesses in an integrated manner through a joint venture to be established in Japan, and have been proceeding with discussions and related considerations. In light of the progress made in these discussions, SMFG hereby announces as follows.

1. Purpose of the Transition to an Intermediate Holding Company Structure

As part of the integrated operation of the wholesale Japanese equities business in Japan through a joint venture between SMBC Nikko and Jefferies (hereinafter, “SMBC Nikko Jefferies Securities”), SMBC Group plans to transition to an intermediate holding company structure around October 2026. Under this structure, a company to be named “SMBC Nikko Securities Holdings Inc.” (hereinafter, the “Intermediate Holding Company”) will serve as the intermediate holding company in Japan to oversee the governance of both SMBC Nikko and SMBC Nikko Jefferies Securities. This transition to an intermediate holding company structure is intended to enable the two securities companies to formulate and execute an integrated business model for the Japanese equities business and to establish governance aligned with the Group’s strategy.

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2. Overview of Procedures for the Transition to an Intermediate Holding Company Structure

SMBC Group plans to proceed with preparations for the transition to an intermediate holding company structure through “SMBC Nikko Securities Holdings Establishment Preparatory Company, Inc.” (hereinafter, the “Preparatory Company”), which will be a wholly owned subsidiary of SMFG. Further, in October 2026, SMBC Group plans to implement a statutory share exchange in which the Preparatory Company will become the wholly owning parent company and SMBC Nikko will become the wholly owned subsidiary (hereinafter, the “Share Exchange”). As a result, SMBC Nikko will become a wholly owned subsidiary of the Preparatory Company, which in turn will be a wholly owned subsidiary of SMFG (i.e., a sub-subsidiary of SMFG). In addition, subject to the Share Exchange becoming effective, the Preparatory Company will change its corporate name to “SMBC Nikko Securities Holdings, Inc.” and amend its articles of incorporation to reflect its business operations as the Intermediate Holding Company, thereby transitioning to an intermediate holding company structure. The effective date of the Share Exchange is expected to be October 1, 2026, subject to the receipt of all required approvals and permits (the detailed schedule, including the date of execution of the share exchange agreement, has not yet been determined).

3. Future Outlook

As the Share Exchange will be conducted between wholly owned subsidiaries of SMFG, the impact on SMBC Group’s consolidated financial results is expected to be immaterial.

4. SMBC Nikko Jefferies Securities

As announced in the press release “SMBC Group and Jefferies Announce the Strengthening of Strategic Capital and Business Alliance, Centered on the Launch of Wholesale Japanese Equities Joint Venture” dated September 19, 2025, subject to obtaining the required regulatory approvals and completing other necessary procedures, SMBC Nikko Jefferies Securities, which will serve as the core platform in Japan for the Japanese equities business to be integrated globally with Jefferies’ Japanese equities business, is scheduled to commence operations in January 2027. To this end, SMBC Group and Jefferies have entered into a Business Integration Agreement and are proceeding with preparations in Japan and overseas for the integration of the relevant businesses. Through this integration, SMBC Group and Jefferies will operate their Japanese equity sales and trading business and Japanese equity research business on a globally integrated basis, thereby expanding order flow, deepening research and analytical capabilities, and enhancing Equity Capital Markets (hereinafter, “ECM”) services as well as underwriting and distribution capabilities. This will further strengthen SMBC Group’s and Jefferies’ joint ability to meet clients’ needs at a higher level.

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5. Governance Structure of the Intermediate Holding Company, SMBC Nikko and SMBC Nikko Jefferies Securities

The Intermediate Holding Company will assume the functions currently performed by the Board of Directors and Management Committee of SMBC Nikko and will be organized as a company with an Audit and Supervisory Committee. SMBC Nikko and SMBC Nikko Jefferies Securities, which will become subsidiaries of the Intermediate Holding Company, will each be organized as companies with corporate auditors. The Board of Directors and the Audit and Supervisory Committee of the Intermediate Holding Company will oversee the business operations of these two securities companies, thereby maintaining an appropriate Group governance framework.

Overview of the Company to become a Sub-subsidiary (Wholly Owned Subsidiary in the Share Exchange (SMBC Nikko Securities Inc.))

Corporate Name		SMBC Nikko Securities Inc.
Location of Head Office		3-3-1 Marunouchi, Chiyoda-ku, Tokyo
Title and Name of Representative		President and CEO (Representative Director): Shuji Yoshioka
Business Description		Primarily engaged in financial instruments business (Type I Financial Instruments Business, Type II Financial Instruments Business, securities-related administrative agency services, investment advisory and agency services, and investment management business).
Capital		JPY 135.0 billion
Date of Establishment		June 15, 2009
Major Shareholder and Shareholding Ratio		SMFG 100%
Relationship with SMFG		Capital Relationship		A wholly owned subsidiary of SMFG
		Personnel Relationship		One director of SMFG concurrently serves as a director of SMBC Nikko.
		Business Relationship		There are transactions between SMFG and SMBC Nikko, including management oversight and related matters.

Financial Position and Operating Results for the Last Three Fiscal Years (Unit: JPY millions)				Fiscal Year End			2024/3				2025/3				2026/3
				Net Assets			1,164,252				1,187,198				1,225,779
				Total Assets			19,739,506				21,000,736				21,663,175
				Net Assets per Share (JPY)			5,821,204.29				5,935,935.58				6,128,837.54
				Operating Revenue			403,315				495,382				551,827
				Operating Profit			24,630				48,174				75,536
				Ordinary Profit			36,158				52,076				77,565
				Net Profit			26,832				76,713				88,933
				Net Profit per Share (JPY)			134,162.12				383,564.51				444,663.86

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Overview of the Wholly Owning Parent Company in the Share Exchange (the Preparatory Company) (Planned)

Corporate Name		SMBC Nikko Securities Holdings Establishment Preparatory Company Inc.
Location of Head Office		1-5-1 Marunouchi, Chiyoda-ku, Tokyo
Title and Name of Representative		President and Representative Director: Shuji Yoshioka
Business Description		Preparation and research for establishing an intermediate holding company
Capital		JPY 10 million
Net Assets		JPY 400 million
Total Assets		JPY 500 million
Date of Establishment		April 1, 2005 (Expected transition date to an intermediate holding company structure: around October 2026)
Major Shareholder and Shareholding Ratio		SMFG 100%
Relationship with SMFG		Capital Relationship		A wholly owned subsidiary of SMFG
		Personnel Relationship		None
		Business Relationship		There are transactions between SMFG and the Preparatory Company, including management oversight and related matters.

Note 1: The Preparatory Company is scheduled to change its corporate name to “SMBC Nikko Securities Holdings, Inc.” on October 1, 2026 (planned), subject to the Share Exchange becoming effective.

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Overview of the Wholly Owning Parent Company after the Share Exchange (Planned)

Corporate Name		SMBC Nikko Securities Holdings Inc. (scheduled to change its corporate name from “SMBC Nikko Securities Holdings Establishment Preparatory Company Inc.” on October 1, 2026, subject to the Share Exchange becoming effective)
Location of Head Office		1-5-1 Marunouchi, Chiyoda-ku, Tokyo
Title and Name of Representative		President and CEO (Representative Director): Shuji Yoshioka
Business Description		Formulation and implementation of management strategies for group companies, management oversight and related matters
Capital		JPY 100 million

Overview of SMBC Nikko Jefferies Securities Inc. (Planned)

Corporate Name		SMBC Nikko Jefferies Securities Inc.
Location of Head Office		1-5-1 Marunouchi, Chiyoda-ku, Tokyo
Business Description		Primarily engaged in financial instruments business (Type I Financial Instruments Business) relating to the wholesale Japanese equities business, including ECM, sales and trading, and equity research.
Ownership Equity Ratio		SMBC Nikko Securities Holdings: Jefferies = 60%: 40% (voting rights) SMBC Nikko Securities Holdings: Jefferies = 70%: 30% (economic ownership)
Board of Directors		The Board will be constituted by 5 members, with SMBC Nikko Securities Holdings appointing three members and Jefferies appointing two members.
Key Executives		SMBC Nikko Securities Holdings nominates Chief Executive Officer who also serves as President, and Jefferies nominates Executive Vice President.

SMBC Nikko Jefferies Securities Logo

Japanese-language corporate logo

English-language corporate logo

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This document contains “forward-looking statements” (as defined in the U.S. Private Securities Litigation Reform Act of 1995), regarding the intent, belief or current expectations of Sumitomo Mitsui Financial Group, Inc. (“the Company”) and its management with respect to the Company’s future financial condition and results of operations. In many cases but not all, these statements contain words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “probability,” “risk,” “project,” “should,” “seek,” “target,” “will” and similar expressions. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results and events may differ from those expressed in or implied by such forward-looking statements contained or deemed to be contained herein. The risks and uncertainties which may affect future performance and events include: defaults of or failures by counterparty financial institutions; deterioration of Japanese and global economic conditions and financial markets; declines in the value of the Company’s securities portfolio; incurrence of significant credit-related costs; the Company’s ability to successfully implement its business strategy through its subsidiaries, affiliates and alliance partners; the completion of anticipated transactions and the expected timing thereof; other legal, regulatory and compliance considerations and exposure to new risks as the Company expands the scope of its business. Given these and other risks and uncertainties, you should not place undue reliance on forward-looking statements, which speak only as of the date of this document. The Company undertakes no obligation to update or revise any forward-looking statements. Please refer to the Company’s most recent disclosure documents such as its annual report on Form 20-F and other documents submitted to the U.S. Securities and Exchange Commission, as well as its earnings press releases, for a more detailed description of the risks and uncertainties that may affect its financial conditions, its operating results, and investors’ decisions.

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FAQ

What structural changes is SMFG (SMFG) making to its Japanese securities business?

SMFG plans to create an intermediate holding company, SMBC Nikko Securities Holdings Inc., via a statutory share exchange around October 2026. This entity will oversee SMBC Nikko Securities and SMBC Nikko Jefferies Securities, centralizing governance of SMFG’s domestic securities operations under a dedicated structure.

How will the SMBC Nikko Jefferies Securities joint venture for Japanese equities be structured for SMFG?

SMBC Nikko Jefferies Securities will be a joint venture focused on wholesale Japanese equities, including ECM, sales, trading and research. Voting rights will be split 60% to SMBC Nikko Securities Holdings and 40% to Jefferies, with economic ownership 70% and 30% respectively, aligning control and profit-sharing arrangements.

When are SMFG’s share exchange and the new Japanese equities joint venture expected to take effect?

The statutory share exchange making SMBC Nikko a sub-subsidiary of SMFG through the preparatory company is expected to be effective October 1, 2026, subject to approvals. SMBC Nikko Jefferies Securities is scheduled to commence operations in January 2027 after regulatory approvals and completion of necessary procedures.

What recent financial performance has SMBC Nikko Securities delivered within SMFG’s group?

SMBC Nikko’s operating revenue increased from JPY 403,315 million in the fiscal year ended March 2024 to JPY 551,827 million in March 2026. Net profit rose from JPY 26,832 million to JPY 88,933 million over the same period, indicating stronger profitability before the planned reorganization.

Will SMFG’s planned share exchange materially affect its consolidated financial results?

SMFG states the share exchange will occur between wholly owned subsidiaries, so its impact on consolidated financial results is expected to be immaterial. The primary effects relate to governance and organizational structure rather than immediate earnings or balance sheet changes for the wider SMBC Group.

What governance framework will the new intermediate holding company use within SMFG’s structure?

The intermediate holding company will adopt a Board of Directors and an Audit and Supervisory Committee structure. It will oversee SMBC Nikko and SMBC Nikko Jefferies Securities, which themselves will use corporate auditor frameworks, aiming to maintain an appropriate group-wide governance system for the combined securities businesses.