SMFG to buy shares for employee ESOP trust

Sumitomo Mitsui Financial Group, Inc. plans to acquire up to 1,094,000 common shares, with a maximum total cost of JPY6,564,000,000, to fund its employee share-based compensation plan.

Rhea-AI Filing Summary

Sumitomo Mitsui Financial Group, Inc. plans to acquire up to 1,094,000 common shares, with a maximum total cost of JPY6,564,000,000, to fund its employee share-based compensation plan. The shares will be purchased on the stock market through an ESOP trust between May 21 and May 29, 2026.

The ESOP trust, originally established by contract on May 23, 2024, will receive additional cash on May 21, 2026 and is scheduled to run until the end of May 2029. Eligible employees of SMFG group companies, including SMBC Consumer Finance Co., Ltd., will be beneficiaries, with voting rights exercised by the trustee based on instructions from an independent trust administrator.

Key Figures

Maximum acquisition cost: JPY6,564,000,000 Maximum shares to acquire: 1,094,000 shares Acquisition window: May 21–29, 2026 +3 more

6 metrics

Maximum acquisition cost JPY6,564,000,000 Cap on total cost for ESOP share purchases

Maximum shares to acquire 1,094,000 shares Common shares for employee share-based compensation plan

Acquisition window May 21–29, 2026 Timing of market purchases for ESOP trust

Trust contract date May 23, 2024 Original establishment of ESOP trust

Additional cash entrust date May 21, 2026 Date to entrust additional cash to ESOP trust

Planned trust end End of May 2029 Scheduled end of ESOP trust term

Key Terms

share-based compensation plan, ESOP Trust, Trustor, Trustee, +2 more

6 terms

share-based compensation plan financial

"add SMBC Consumer Finance Co., Ltd. as a subsidiary eligible for the share-based compensation plan for employees"

ESOP Trust financial

"The trust for the Plan will hereinafter be referred to as the “ESOP Trust”."

Trustor financial

"Trustor | | Sumitomo Mitsui Financial Group, Inc."

Trustee financial

"Trustee | | Sumitomo Mitsui Trust Bank, Ltd (Co-Trustee: Custody Bank of Japan, Ltd)"

A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.

Voting rights financial

"The trustee shall excise the voting during the trust period based on the trust administrator’s instructions."

Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.

Money trust financial

"Trust type | | Money trust other than a specified cash trust for separate investment"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What share acquisition did SMFG (SMFG) announce for its employee plan?

SMFG approved an acquisition of up to 1,094,000 common shares for its employee share-based compensation plan, with a maximum cost of JPY6,564,000,000, to be purchased on the stock market through an ESOP trust.

When will SMFG (SMFG) acquire shares for the ESOP trust?

SMFG plans to acquire shares for the ESOP trust between May 21, 2026 and May 29, 2026. This defined window concentrates the market purchases used to fund the employee share-based compensation plan.

Who are the beneficiaries of SMFG’s ESOP trust?

The beneficiaries are employees who meet the plan requirements at SMFG group companies, including Sumitomo Mitsui Banking Corporation, SMBC Nikko Securities, Sumitomo Mitsui Card, the Japan Research Institute, and SMBC Consumer Finance, which was added as an eligible subsidiary.

How much can SMFG spend on shares for the employee plan?

SMFG set a maximum total cost of JPY6,564,000,000 for acquiring up to 1,094,000 common shares. This cap limits the cash committed to the ESOP trust for share-based employee compensation during the acquisition period.

How long will SMFG’s ESOP trust for employees remain in place?

The ESOP trust is scheduled to run until the end of May 2029. It was originally established by a trust contract dated May 23, 2024, with additional cash to be entrusted on May 21, 2026 to fund planned share acquisitions.

Who manages voting rights for SMFG shares in the ESOP trust?

Voting rights attached to the ESOP trust’s SMFG shares are exercised by the trustee during the trust period, based on instructions from an independent trust administrator who is separate from SMFG and its officers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

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Accepted by SEC EDGAR 05/13/2026 - 06:09 AM Learn about SEC filing dates

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 13, 2026

Sumitomo Mitsui Financial Group, Inc.

Notice Regarding the Acquisition of SMFG Shares

for the Share-Based Compensation Plan for Employees

Sumitomo Mitsui Financial Group, Inc. (“SMFG”, President and Group CEO: Toru Nakashima) resolved at the meeting of the Board of Directors held on December 22, 2025, to add SMBC Consumer Finance Co., Ltd. as a subsidiary eligible for the share-based compensation plan for employees (the “Plan”) of Sumitomo Mitsui Banking Corporation, SMBC Nikko Securities Inc., Sumitomo Mitsui Card Co., Ltd., and the Japan Research Institute, Ltd. (The trust for the Plan will hereinafter be referred to as the “ESOP Trust”.) According to the resolution of the SMFG Board of Directors passed on May 13, 2026, SMFG hereby announces the details of the acquisition of SMFG shares by the ESOP Trustee for the Plan.

1. Overview of the ESOP Trust

(1)		Name		Stock grant trust for employees
(2)		Trustor		Sumitomo Mitsui Financial Group, Inc.
(3)		Trustee		Sumitomo Mitsui Trust Bank, Ltd (Co-Trustee: Custody Bank of Japan, Ltd)
(4)		Beneficiary		Employees who meet requirements as beneficiaries
(5)		Trust administrator		Third party that is independent of SMFG and its officers
(6)		Voting rights		The trustee shall excise the voting during the trust period based on the trust administrator’s instructions.
(7)		Trust type		Money trust other than a specified cash trust for separate investment
(8)		Date of Trust Contract		May 23, 2024
(9)		Date to Entrust Cash additionally		May 21, 2026
(10)		Date to End Trust		The end of May 2029 (planned)

2. Acquisition of SMFG shares by the ESOP Trustee

(1)		Type of shares		Common shares
(2)		Total cost for the acquisition of the shares		JPY6,564,000,000 (Maximum)
(3)		Number of shares		1,094,000 (Maximum)
(4)		Mean of the share acquisition		Acquisition from the stock market
(5)		Timing of the share acquisition		May 21, 2026 ~ May 29, 2026

End of Document

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