SMFG (NYSE: SMFG) board to oppose shareholder bid to tighten control of share repurchases

Rhea-AI Filing Summary

Sumitomo Mitsui Financial Group, Inc. reports that its Board of Directors has decided to oppose a shareholder proposal to amend the Articles of Incorporation on share repurchases. The proposal will be considered at the 24th Ordinary General Meeting of Shareholders scheduled for June 26, 2026.

The shareholder seeks to require resolutions at general meetings to set the basic policy, amount, price and period for share buybacks, leaving only execution details to the Board. The Board argues this would reduce flexibility, hinder timely repurchases, and potentially harm capital policy and corporate value, so it supports keeping authority with the Board under the current framework.

Key Terms

repurchases of its own shares, Articles of Incorporation, Medium-Term Management Plan, CET1 ratio, +1 more

5 terms

repurchases of its own shares financial

"The Company regards repurchases of its own shares as a key measure for shareholder returns"

Articles of Incorporation regulatory

"Accordingly, the Articles of Incorporation of the Company, pursuant to the Companies Act provide that the Company may implement repurchases"

A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.

Medium-Term Management Plan financial

"In the outline of the new Medium-Term Management Plan announced in April, the Company stated that it will enhance shareholder value"

CET1 ratio financial

"Additionally, shareholder involvement cannot be immediately eliminated from the setting of CET1 ratio targets."

CET1 ratio measures a bank's core equity capital (the most loss-absorbing funds like common stock and retained earnings) relative to the size of its risk-adjusted assets. It shows how big the bank's financial cushion is compared with what it has on its books; a higher ratio means greater ability to absorb losses, lower regulatory risk, and generally more investor confidence in the bank's stability.

general meeting of shareholders regulatory

"the agenda of the 24th Ordinary General Meeting of Shareholders scheduled to be held on June 26, 2026"

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 ☐

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

Date: May 13, 2026

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. Sumitomo Mitsui Financial Group, Inc. assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

May 13, 2026

Sumitomo Mitsui Financial Group, Inc.

Securities code: 8316

Opinion of SMFG’s Board of Directors on the Shareholder Proposal

Regarding the agenda of the 24th Ordinary General Meeting of Shareholders scheduled to be held on June 26, 2026, Sumitomo Mitsui Financial Group, Inc. (the “Company”) has received a document stating a shareholder’s intention to exercise its shareholder proposal rights. The Company hereby announces that at its Board of Directors meeting held today, it has resolved to oppose the shareholder proposal.

1. Proposing Shareholder

The proposal has been proposed by one shareholder.

* As the proposing shareholder is an individual, the name is withheld.

2. The Shareholder Proposal

Please refer to the Appendix.

3. Opinion of the Board of Directors on the Shareholder Proposal and the Reasons therefor

(1) Opinion of the Board of Directors

The Board of Directors opposes this shareholder proposal.

(2) Reasons for the Opposition

The Company’s basic capital policy is to realize sustainable growth in shareholder value by balancing enhancing shareholder returns and investing for growth, predicated on securing financial soundness. In terms of shareholder returns, dividends are the Company’s principal approach, while the Company also implements repurchases of its own shares flexibly and timely.

The Company regards repurchases of its own shares as a key measure for shareholder returns for improving return on equity (ROE) and earnings per share (EPS). In considering and implementing such repurchases, swift and flexible management decisions that take into account the market environment, the Company’s financial performance, stock price, and capital position, as well as opportunities for investing for growth are essential.

Accordingly, the Articles of Incorporation of the Company, pursuant to the Companies Act provide that the Company may implement repurchases of its own shares by a resolution of the Board of Directors. The Company believes this framework to be reasonable and appropriate. Moreover, the Company determines and implements flexible repurchases of its own shares based on the situation at the time, up to the distributable amount determined by the Companies Act and under the relevant provisions of our Articles of Incorporation, and provides timely disclosure of the same.

This shareholder proposal seeks to require a resolution by the general meeting of shareholders to determine the basic policy concerning share repurchases, the total number of shares that can be acquired, the total acquisition price, and the period when the shares can be acquired. If, as contemplated by this shareholder proposal, share repurchases were to be subject exclusively to resolutions at general meetings of shareholders, the Company may be unable to implement share repurchases in a timely manner, which would impair the flexibility of our capital policy and could impair the Company’s corporate value.

For the reasons above, the Board of Directors opposes the proposed amendment to the Articles of Incorporation.

(Appendix)

The Shareholder Proposal

(The following “Details of the proposal” and “Reasons for the proposal” are an English translation of the original text described in a form submitted by the proposing shareholder.)

Partial amendment to the Articles of Incorporation (Revision to the allocation of authority concerning acquisition of corporation’s own shares)

Details of the proposal

Article 8 of the existing Articles of Incorporation will be revised as follows.

(Acquisition of Corporation’s Own Shares)

Article 8. Unless otherwise provided for in applicable laws and ordinances or by these Articles of Incorporation, when the Corporation acquires for value its own shares, the general meeting of shareholders shall by resolution determine the basic policy concerning the acquisition of the Corporation’s own shares, the class of shares to be acquired, the total number of shares that can be acquired, the total acquisition price, and the period when the shares can be acquired.

(2) The Board of Directors may flexibly determine the timing, method, and other specific matters concerning the acquisition of the Corporation’s own shares, within the scope of the resolution by the general meeting of shareholders under the foregoing paragraph and in accordance with laws and regulations.

Reasons for the proposal

In the outline of the new Medium-Term Management Plan announced in April, the Company stated that it will enhance shareholder value, improve capital efficiency, and prioritize resource allocation to key strategic areas. However, for the Company, which operates in the financial industry, repurchases of its own shares can impact financial soundness, growth investments, shareholder returns, as well as future capacity as a financial intermediary. The Company’s repurchases of its own shares in recent times do not appear limited to supplementary measures, and the framework for their implementation is determined by resolutions of the Board of Directors, based on Article 8 of the existing Articles of Incorporation. Shareholder returns through share repurchases of corporation’s own shares are unlike dividends in that there is no direct distribution to shareholders, and the method and timing of their implementation are subject to corporation’s discretion. Additionally, shareholder involvement cannot be immediately eliminated from the setting of CET1 ratio targets. This proposal does not reject share repurchases of the Company’s own shares themselves nor their flexible execution but delegates specific matters to the Board of Directors, while seeking involvement from the general meeting of shareholders in the basic policy and repurchase framework, in light also of the intent of the Companies Act. Accordingly, a revision to the Articles of Incorporation is appropriate from the perspective of appropriate allocation of authority in regard to key capital allocation, accountability, and supervision by shareholders.

FAQ

What did Sumitomo Mitsui Financial Group (SMFG) disclose in this Form 6-K?

Sumitomo Mitsui Financial Group disclosed that its Board of Directors decided to oppose a shareholder proposal to amend the Articles of Incorporation regarding share repurchases, ahead of the 24th Ordinary General Meeting of Shareholders scheduled for June 26, 2026.

What is the shareholder proposal opposed by SMFG’s Board of Directors?

The shareholder proposal seeks to amend the Articles of Incorporation so that the general meeting of shareholders must determine the basic policy, total shares, total acquisition price, and period for the company’s share repurchases, with the Board only handling execution within that framework.

Why does Sumitomo Mitsui Financial Group’s Board oppose the buyback-related proposal?

The Board argues that requiring shareholder meeting resolutions for buyback parameters would reduce flexibility and could prevent timely share repurchases. It believes this could impair the company’s capital policy and corporate value, and that the current Board‑level authorization framework is reasonable and appropriate.

How does SMFG currently handle share repurchases under its Articles of Incorporation?

Under the current Articles of Incorporation and the Companies Act, SMFG’s Board of Directors can decide on repurchases of its own shares. The company uses buybacks as a key shareholder return tool and implements them flexibly based on performance, market conditions, capital position, and growth investment needs.

What concerns did the proposing shareholder raise about SMFG’s share repurchases?

The proposing shareholder notes that, for a financial group, buybacks affect financial soundness, growth investment, shareholder returns, and future intermediation capacity. They argue share repurchases go beyond a supplementary role and seek greater shareholder involvement in setting the basic policy and framework for these decisions.

How does this discussion relate to SMFG’s Medium-Term Management Plan?

The shareholder references SMFG’s new Medium-Term Management Plan, which emphasizes enhancing shareholder value, improving capital efficiency, and prioritizing strategic resource allocation, arguing that governance over buybacks should reflect these priorities through more direct shareholder involvement in capital allocation decisions.