[FWP] Sumitomo Mitsui Financial Group, Inc American Free Writing Prospectus

Rhea-AI Filing Summary

YPF Sociedad Anónima (NYSE: YPF) filed a Form 6-K to disclose a U.S. District Court decision dated 30 June 2025 ordering the Argentine Republic – not YPF – to surrender its YPF shareholdings in two separate New York enforcement actions:

• Petersen/Eton Park case: the Republic must transfer its Class D shares to a Bank of New York Mellon (BNYM) global custody account within 14 days, then instruct BNYM to deliver those shares to the plaintiffs within one business day of deposit.
• Bainbridge case: a similar order covers both Class A and Class D shares, with identical timing requirements.

YPF emphasises that it is not a party to either turnover proceeding. The Republic may still appeal the turnover orders.

Investment implications: The mandated transfer could materially reduce the Argentine government’s equity stake and voting influence in YPF if the orders are upheld, potentially shifting governance dynamics. Conversely, any appeal could delay execution, prolonging uncertainty. The eventual recipients (hedge funds and litigation vehicles) may opt to monetise the shares, creating potential secondary-market supply pressure. No direct financial penalties or cash outflows are imposed on YPF in this ruling, so immediate liquidity impacts are negligible, yet the change in ownership structure and lingering litigation headline risk remain key factors for investors.

Positive

• Potential reduction in Argentine government control could lead to more market-friendly governance and strategic autonomy.
• Transfer of shares to financial investors may increase free float and trading liquidity over time.

Negative

• Large blocks entering the market create a share-overhang risk, potentially pressuring YPF’s stock price.
• Governance uncertainty until appeals are resolved may heighten risk premium and volatility.

Insights

Securities Litigation Analyst

TL;DR: Court orders force Argentina—not YPF—to hand over YPF shares; governance and overhang risks rise if appeals fail.

The Southern District of New York has converted last year’s multibillion-dollar judgment into an enforceable equity turnover. By compelling the Republic to place its Class A/D shares into BNYM and then transfer them to winning plaintiffs, the court is effectively stripping the government of a controlling block. Although the Republic will likely appeal, the order is immediately operative unless stayed. From a litigation standpoint, YPF faces no direct liability but remains exposed to headline risk and potential governance upheaval once new shareholders emerge. Should the Republic lose control, protective provisions in YPF’s bylaws could be triggered, leading to board re-composition and policy shifts.

Equity Research Analyst – Oil & Gas

TL;DR: Transfer may lessen political interference, but overhang from large block sale could weigh on share price.

YPF’s operating fundamentals are unchanged; however, the possible loss of state majority could be transformative. A more market-oriented shareholder base could push for capital-discipline and higher returns. Yet Bainbridge and Petersen/Eton Park funds are financial investors likely to monetise quickly, introducing sizeable supply into an illiquid Argentine market and ADR float. We classify the disclosure as medium impact—governance optionality offsets overhang risk. Near-term price reaction will hinge on whether an appellate stay is granted.

Filed Pursuant to Rule 433

Registration No. 333-276219

Pricing Term Sheet – Senior Callable Floating Rate Notes due 2031

Issuer:		Sumitomo Mitsui Financial Group, Inc. (“SMFG”)
Securities Offered:		U.S.$900,000,000 aggregate principal amount of senior callable floating rate notes due 2031 (the “Notes”)
Offer and Sale:		SEC registered
Expected Security Ratings*:		A1 (Moody’s) / A- (S&P) / A- (Fitch)
Denomination:		U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof
Offering Price:		100.000%
Pricing Date:		June 30, 2025
Settlement Date:		July 8, 2025
Maturity Date:		July 8, 2031
Optional Redemption:		The Notes may be redeemed at SMFG’s option and in SMFG’s sole discretion, in whole, but not in part, subject to prior confirmation of the Financial Services Agency of Japan (the “FSA”) (if such confirmation is required under applicable the Applicable Banking Regulations (as defined in the preliminary prospectus supplement dated June 30, 2025 (the “Preliminary Prospectus Supplement”))), on the date that is one year prior to the maturity date of the Notes and on giving not less than 10 Business Days nor more than 60 days’ notice of redemption (which notice shall be irrevocable and shall conform to all requirements with respect to such notice as set forth in the Indenture) to the holders of the Notes, at a redemption price equal to 100% of the principal amount of the Notes together with any accrued and unpaid interest (including additional amounts with respect thereto, if any), to (but excluding) the date fixed for redemption
Optional Tax Redemption:		The Notes will be redeemable at SMFG’s option, subject to confirmation of FSA (if such confirmation is required under applicable Japanese laws or regulations then in effect), upon the occurrence of certain changes in tax law, as set forth in the Preliminary Prospectus Supplement
Ranking of the Notes:		The Notes will constitute direct, unconditional, unsecured and unsubordinated general obligations of SMFG and will at all times rank pari passu without any preference among themselves and with all other unsecured obligations of SMFG, other than subordinated obligations of SMFG and except for statutorily preferred obligations
Interest Basis:		Compounded Daily SOFR + Margin
Compounded Daily SOFR:		A compounded daily SOFR determined for each quarterly Interest Period in accordance with the specific formula described under “Description of the Notes—Principal, Maturity and Interest for the Floating Rate Notes—Compounded Daily SOFR” in the Preliminary Prospectus Supplement
Margin:		+ 1.19 per cent. per annum
Interest Payment Dates:		January 8, April 8, July 8 and October 8 of each year, beginning on October 8, 2025, and ending on the Maturity Date or, if redeemed early, the date of such redemption, subject to adjustment as explained below, (each, an “Interest Payment Date”) with interest accruing from (and including) the Settlement Date.

		If any Interest Payment Date (other than the Maturity Date or any early redemption date for taxation reasons) falls on a day that is not a Business Day, that Interest Payment Date will be adjusted in accordance with the Modified Following Business Day Convention.
		The term “Modified Following Business Day Convention” means that the relevant date shall be postponed to the first following day that is a Business Day (and interest will continue to accrue to, but excluding, such succeeding Business Day) unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day (and interest will accrue to, but excluding, such preceding Business Day).
		If the Maturity Date or any early redemption date would fall on a day that is not a Business Day, then any interest, principal or additional amounts, if any, as the case may be, will be paid on the next succeeding Business Day, and no interest shall accrue from and after the Maturity Date or such redemption date.
Interest Periods:		Each period beginning from (and including) the Settlement Date to (but excluding) the first Interest Payment Date, or from (and including) any Interest Payment Date to (but excluding) the next Interest Payment Date, or from (and including) any Interest Payment Date immediately preceding the applicable redemption date to (but excluding) such redemption date.
Interest Determination Date:		The date that is five Business Days before each Interest Payment Date.
Reference Rate:		SOFR, subject to fallback provisions
SOFR Observation Period:		In respect of each Interest Period, the period from, and including, the date five Business Days preceding the first date in such Interest Period to, but excluding, the date five Business Days preceding the Interest Payment Date for such Interest Period (or in respect of the payment of any interest in connection with any redemption of any Notes, the period from, and including, the date that is five Business Days preceding the first date in the Interest Period in which such redemption occurs to, but excluding, the date that is five Business Days before such redemption)
Day Count Basis:		Actual number of days in the applicable Interest Period divided by 360
Business Day:		A day that is a U.S. Government Securities Business Day and that in New York, London and Tokyo, is not a day on which banking institutions are authorized by law or regulation to close.

		The term “U.S. Government Securities Business Day” shall mean any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Use of Proceeds:		SMFG intends to use the net proceeds of the offering to extend unsecured loans, intended to qualify as internal TLAC, to Sumitomo Mitsui Banking Corporation (“SMBC”) and SMBC intends to use the proceeds of the loans for general corporate purposes
Listing:		Luxembourg Stock Exchange’s Euro MTF Market
Settlement:		DTC, Euroclear and Clearstream
CUSIP:		86562MDX5
ISIN:		US86562MDX56
Common Code:		310858650
Legal Entity Identifier:		35380028MYWPB6AUO129
Joint Lead Managers and Joint Bookrunners:		SMBC Nikko Securities America, Inc. Goldman Sachs & Co. LLC BofA Securities, Inc. Jefferies LLC
Co-Managers: **		Barclays Capital Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Nomura Securities International, Inc. Daiwa Capital Markets America Inc. HSBC Securities (USA) Inc. AmeriVet Securities, Inc. Great Pacific Securities Loop Capital Markets LLC R. Seelaus & Co., LLC
Stabilization Manager:		SMBC Nikko Securities America, Inc.
Trustee, Paying Agent, Transfer Agent, Registrar and Calculation Agent:		The Bank of New York Mellon

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

** One or more of the underwriters may not be U.S.-registered broker-dealers. All sales of securities in the United States will be made by or through U.S.-registered broker-dealers, which may include affiliates of one or more of the underwriters.

The issuer has filed a registration statement (including a prospectus dated January 11, 2024 (the “Base Prospectus”)) and a preliminary prospectus supplement dated June 30, 2025 (the “Preliminary Prospectus Supplement,” and together with the Base Prospectus, the “Preliminary Prospectus”) with the SEC for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus if you request it by calling SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856, Goldman Sachs & Co. LLC at 1-212-902-1171 (Prospectus Department), BofA Securities, Inc. toll-free at 1-800-294-1322 and Jefferies LLC at 1-877-877-0696 or by calling SMFG’s investor relations department at +81-3-3282-8111.

No PRIIPs KID or U.K. PRIIPs KID - No PRIIPs key information document (KID) or U.K. PRIIPs KID has been prepared as not available to retail in EEA or U.K., respectively. See “PROHIBITION OF SALES TO EEA RETAIL INVESTORS” and “PROHIBITION OF SALES TO U.K. RETAIL INVESTORS” in the Preliminary Prospectus.

This communication is intended for the sole use of the person to whom it is provided by us.

This notice does not constitute an offer to sell or a solicitation of an offer to buy or an advertisement in respect of Notes in any jurisdiction where such offer or solicitation or advertisement would be unlawful.

Pricing Term Sheet – 4.660% Senior Callable Fixed-to-Floating Rate Notes due 2031

Issuer:		Sumitomo Mitsui Financial Group, Inc. (“SMFG”)
Securities Offered:		U.S.$700,000,000 aggregate principal amount of 4.660% senior callable fixed-to-floating rate notes due 2031 (the “Notes”)
Offer and Sale:		SEC registered
Expected Security Ratings*:		A1 (Moody’s) / A- (S&P) / A- (Fitch)
Denomination:		U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof
Offering Price:		100.000%
Pricing Date:		June 30, 2025
Settlement Date:		July 8, 2025
Maturity Date:		July 8, 2031
Optional Redemption:		The Notes may be redeemed at SMFG’s option and in SMFG’s sole discretion, in whole, but not in part, subject to prior confirmation of the Financial Services Agency of Japan (the “FSA”) (if such confirmation is required under applicable the Applicable Banking Regulations (as defined in the preliminary prospectus supplement dated June 30, 2025 (the “Preliminary Prospectus Supplement”))), on the date that is one year prior to the maturity date of the Notes and on giving not less than 10 Business Days nor more than 60 days’ notice of redemption (which notice shall be irrevocable and shall conform to all requirements with respect to such notice as set forth in the Indenture) to the holders of the Notes, at a redemption price equal to 100% of the principal amount of the Notes together with any accrued and unpaid interest (including additional amounts with respect thereto, if any), to (but excluding) the date fixed for redemption
Optional Tax Redemption:		The Notes will be redeemable at SMFG’s option, subject to prior confirmation of the FSA (if such confirmation is required under applicable Japanese laws or regulations then in effect), upon the occurrence of certain changes in tax law, as set forth in the Preliminary Prospectus Supplement
Ranking of the Notes:		The Notes will constitute direct, unconditional, unsecured and unsubordinated general obligations of SMFG and will at all times rank pari passu without any preference among themselves and with all other unsecured obligations of SMFG, other than subordinated obligations of SMFG and except for statutorily preferred obligations
Interest Basis:		From (and including) the Settlement Date to (but excluding) the Reset Date (as defined below) (the “fixed rate period”), the Notes will bear interest at the fixed rate of 4.660% per annum.
		From (and including) the Reset Date to (but excluding) the Maturity Date (the “floating rate period”), the Notes will bear interest at the relevant floating interest rate as determined by the Calculation Agent (as defined below) per annum equal to Compounded Daily SOFR + Margin.

Compounded Daily SOFR:		A compounded daily SOFR determined for each quarterly Interest Period in accordance with the specific formula described under “Description of the Notes—Calculation of Floating Interest Rates—Compounded Daily SOFR” in the Preliminary Prospectus Supplement
Margin:		+ 1.19 per cent. per annum
Interest Payment Dates:		During the fixed rate period, payable semiannually in arrears on January 8 and July 8 of each year beginning on January 8, 2026. Such semiannual interest will amount to U.S.$23.30 per U.S.$1,000 in nominal amount of the Notes for each interest payment date.
		During the floating rate period, reset quarterly and payable quarterly in arrears on January 8, April 8, July 8 and October 8 of each year beginning on October 8, 2030, and ending on the Maturity Date or, if redeemed early, the date of such redemption, subject to adjustments as explained below (each, a “Floating Rate Period Interest Payment Date”).
		If any Floating Rate Period Interest Payment Date (other than the Maturity Date or any early redemption date for taxation reasons) falls on a day that is not a Business Day, that Floating Rate Period Interest Payment Date will be adjusted in accordance with the Modified Following Business Day Convention.
		The term “Modified Following Business Day Convention” means that the relevant date shall be postponed to the first following day that is a Business Day (and interest will continue to accrue to, but excluding, such succeeding Business Day) unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day (and interest will accrue to, but excluding, such preceding Business Day).
		If the Maturity Date or any early redemption date would fall on a day that is not a Business Day, then any interest, principal or additional amounts, if any, as the case may be, will be paid on the next succeeding Business Day, and no interest shall accrue from and after the Maturity Date or such redemption date.
Interest Periods:		Interest periods for the Notes during the floating rate period (the “Floating Rate Interest Period”) mean each period beginning from (and including) the Reset Date to (but excluding) the first Floating Rate Period Interest Payment Date, or from (and including) any Floating Rate Period Interest Payment Date to (but excluding) the next Floating Rate Period Interest Payment Date, or from (and including) any Floating Rate Period Interest Payment Date immediately preceding the applicable redemption date to (but excluding) such redemption date

Interest Determination Date:		The date that is five Business Days before each Floating Rate Period Interest Payment Date
Reference Rate:		SOFR, subject to fallback provisions
SOFR Observation Period:		In respect of each Floating Rate Interest Period, the period from, and including, the date five Business Days preceding the first date in such Floating Rate Interest Period to, but excluding, the date five Business Days preceding the Floating Rate Period Interest Payment Date for such Floating Rate Interest Period (or in respect of the payment of any interest in connection with any redemption of any Notes, the period from, and including, the date that is five Business Days preceding the first date in the Floating Rate Interest Period in which such redemption occurs to, but excluding, the date that is five Business Days before such redemption)
Spread to Benchmark:		T+87 bps
Reset Date:		July 8, 2030
Day Count Basis:		For the fixed rate period, 30/360, unadjusted
		For the floating rate period, actual number of days in the applicable Floating Rate Interest Period divided by 360
Business Day:		With respect to the fixed rate period, New York, London and Tokyo.
		With respect to the floating rate period, a day that is a U.S. Government Securities Business Day and that in New York, London and Tokyo, is not a day on which banking institutions are authorized by law or regulation to close.
		The term “U.S. Government Securities Business Day” shall mean any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Use of Proceeds:		SMFG intends to use the net proceeds of the offering to extend unsecured loans, intended to qualify as internal TLAC, to Sumitomo Mitsui Banking Corporation (“SMBC”) and SMBC intends to use the proceeds of the loans for general corporate purposes
Listing:		Luxembourg Stock Exchange’s Euro MTF Market
Settlement:		DTC, Euroclear and Clearstream
CUSIP:		86562MDY3
ISIN:		US86562MDY30
Common Code:		310858676
Legal Entity Identifier:		35380028MYWPB6AUO129
Joint Lead Managers and Joint Bookrunners:		SMBC Nikko Securities America, Inc. Goldman Sachs & Co. LLC BofA Securities, Inc. Jefferies LLC

Co-Managers: **		Barclays Capital Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Nomura Securities International, Inc. Daiwa Capital Markets America Inc. HSBC Securities (USA) Inc. AmeriVet Securities, Inc. Great Pacific Securities Loop Capital Markets LLC R. Seelaus & Co., LLC
Stabilization Manager:		SMBC Nikko Securities America, Inc.
Trustee, Paying Agent, Transfer Agent, Calculation Agent and Registrar:		The Bank of New York Mellon

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

** One or more of the underwriters may not be U.S.-registered broker-dealers. All sales of securities in the United States will be made by or through U.S.-registered broker-dealers, which may include affiliates of one or more of the underwriters.

The issuer has filed a registration statement (including a prospectus dated January 11, 2024 (the “Base Prospectus”)) and a preliminary prospectus supplement dated June 30, 2025 (the “Preliminary Prospectus Supplement,” and together with the Base Prospectus, the “Preliminary Prospectus”) with the SEC for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus if you request it by calling SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856, Goldman Sachs & Co. LLC at 1-212-902-1171 (Prospectus Department), BofA Securities, Inc. toll-free at 1-800-294-1322 and Jefferies LLC at 1-877-877-0696 or by calling SMFG’s investor relations department at +81-3-3282-8111.

No PRIIPs KID or U.K. PRIIPs KID - No PRIIPs key information document (KID) or U.K. PRIIPs KID has been prepared as not available to retail in EEA or U.K., respectively. See “PROHIBITION OF SALES TO EEA RETAIL INVESTORS” and “PROHIBITION OF SALES TO U.K. RETAIL INVESTORS” in the Preliminary Prospectus.

This communication is intended for the sole use of the person to whom it is provided by us.

This notice does not constitute an offer to sell or a solicitation of an offer to buy or an advertisement in respect of Notes in any jurisdiction where such offer or solicitation or advertisement would be unlawful.

Pricing Term Sheet – 4.954% Senior Callable Fixed-to-Floating Rate Notes due 2033

Issuer:		Sumitomo Mitsui Financial Group, Inc. (“SMFG”)
Securities Offered:		U.S.$700,000,000 aggregate principal amount of 4.954% senior callable fixed-to-floating rate notes due 2033 (the “Notes”)
Offer and Sale:		SEC registered
Expected Security Ratings*:		A1 (Moody’s) / A- (S&P) / A- (Fitch)
Denomination:		U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof
Offering Price:		100.000%
Pricing Date:		June 30, 2025
Settlement Date:		July 8, 2025
Maturity Date:		July 8, 2033
Optional Redemption:		The Notes may be redeemed at SMFG’s option and in SMFG’s sole discretion, in whole, but not in part, subject to prior confirmation of the Financial Services Agency of Japan (the “FSA”) (if such confirmation is required under applicable the Applicable Banking Regulations (as defined in the preliminary prospectus supplement dated June 30, 2025 (the “Preliminary Prospectus Supplement”))), on the date that is one year prior to the maturity date of the Notes and on giving not less than 10 Business Days nor more than 60 days’ notice of redemption (which notice shall be irrevocable and shall conform to all requirements with respect to such notice as set forth in the Indenture) to the holders of the Notes, at a redemption price equal to 100% of the principal amount of the Notes together with any accrued and unpaid interest (including additional amounts with respect thereto, if any), to (but excluding) the date fixed for redemption
Optional Tax Redemption:		The Notes will be redeemable at SMFG’s option, subject to prior confirmation of the FSA (if such confirmation is required under applicable Japanese laws or regulations then in effect), upon the occurrence of certain changes in tax law, as set forth in the Preliminary Prospectus Supplement
Ranking of the Notes:		The Notes will constitute direct, unconditional, unsecured and unsubordinated general obligations of SMFG and will at all times rank pari passu without any preference among themselves and with all other unsecured obligations of SMFG, other than subordinated obligations of SMFG and except for statutorily preferred obligations
Interest Basis:		From (and including) the Settlement Date to (but excluding) the Reset Date (as defined below) (the “fixed rate period”), the Notes will bear interest at the fixed rate of 4.954% per annum.
		From (and including) the Reset Date to (but excluding) the Maturity Date (the “floating rate period”), the Notes will bear interest at the relevant floating interest rate as determined by the Calculation Agent (as defined below) per annum equal to Compounded Daily SOFR + Margin

Compounded Daily SOFR:		A compounded daily SOFR determined for each quarterly Interest Period in accordance with the specific formula described under “Description of the Notes—Calculation of Floating Interest Rates—Compounded Daily SOFR” in the Preliminary Prospectus Supplement
Margin:		+ 1.38 per cent. per annum
Interest Payment Dates:		During the fixed rate period, payable semiannually in arrears on January 8 and July 8 of each year beginning on January 8, 2026. Such semiannual interest will amount to U.S.$24.77 per U.S.$1,000 in nominal amount of the Notes for each interest payment date.
		During the floating rate period, reset quarterly and payable quarterly in arrears on January 8, April 8, July 8 and October 8 of each year beginning on October 8, 2032, and ending on the Maturity Date or, if redeemed early, the date of such redemption, subject to adjustments as explained below (each, a “Floating Rate Period Interest Payment Date”).
		If any Floating Rate Period Interest Payment Date (other than the Maturity Date or any early redemption date for taxation reasons) falls on a day that is not a Business Day, that Floating Rate Period Interest Payment Date will be adjusted in accordance with the Modified Following Business Day Convention.
		The term “Modified Following Business Day Convention” means that the relevant date shall be postponed to the first following day that is a Business Day (and interest will continue to accrue to, but excluding, such succeeding Business Day) unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day (and interest will accrue to, but excluding, such preceding Business Day).
		If the Maturity Date or any early redemption date would fall on a day that is not a Business Day, then any interest, principal or additional amounts, if any, as the case may be, will be paid on the next succeeding Business Day, and no interest shall accrue from and after the Maturity Date or such redemption date.
Interest Periods:		Interest periods for the Notes during the floating rate period (the “Floating Rate Interest Period”) mean each period beginning from (and including) the Reset Date to (but excluding) the first Floating Rate Period Interest Payment Date, or from (and including) any Floating Rate Period Interest Payment Date to (but excluding) the next Floating Rate Period Interest Payment Date, or from (and including) any Floating Rate Period Interest Payment Date immediately preceding the applicable redemption date to (but excluding) such redemption date.

Interest Determination Date:		The date that is five Business Days before each Floating Rate Period Interest Payment Date.
Reference Rate:		SOFR, subject to fallback provisions
SOFR Observation Period:		In respect of each Floating Rate Interest Period, the period from, and including, the date five Business Days preceding the first date in such Floating Rate Interest Period to, but excluding, the date five Business Days preceding the Floating Rate Period Interest Payment Date for such Floating Rate Interest Period (or in respect of the payment of any interest in connection with any redemption of any Notes, the period from, and including, the date that is five Business Days preceding the first date in the Floating Rate Interest Period in which such redemption occurs to, but excluding, the date that is five Business Days before such redemption).
Spread to Benchmark:		T+97 bps
Reset Date:		July 8, 2032
Day Count Basis:		For the fixed rate period, 30/360, unadjusted
		For the floating rate period, actual number of days in the applicable Floating Rate Interest Period divided by 360
Business Day:		With respect to the fixed rate period, New York, London and Tokyo
		With respect to the floating rate period, a day that is a U.S. Government Securities Business Day and that in New York, London and Tokyo, is not a day on which banking institutions are authorized by law or regulation to close.
		The term “U.S. Government Securities Business Day” shall mean any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Use of Proceeds:		SMFG intends to use the net proceeds of the offering to extend unsecured loans, intended to qualify as internal TLAC, to Sumitomo Mitsui Banking Corporation (“SMBC”) and SMBC intends to use the proceeds of the loans for general corporate purposes
Listing:		Luxembourg Stock Exchange’s Euro MTF Market
Settlement:		DTC, Euroclear and Clearstream
CUSIP:		86562MDZ0
ISIN:		US86562MDZ05
Common Code:		310858684
Legal Entity Identifier:		35380028MYWPB6AUO129
Joint Lead Managers and Joint Bookrunners:		SMBC Nikko Securities America, Inc. Goldman Sachs & Co. LLC BofA Securities, Inc. Jefferies LLC

Co-Managers: **		Barclays Capital Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Nomura Securities International, Inc. Daiwa Capital Markets America Inc. HSBC Securities (USA) Inc. AmeriVet Securities, Inc. Great Pacific Securities Loop Capital Markets LLC R. Seelaus & Co., LLC
Stabilization Manager:		SMBC Nikko Securities America, Inc.
Trustee, Paying Agent, Transfer Agent, Calculation Agent and Registrar:		The Bank of New York Mellon

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

** One or more of the underwriters may not be U.S.-registered broker-dealers. All sales of securities in the United States will be made by or through U.S.-registered broker-dealers, which may include affiliates of one or more of the underwriters.

The issuer has filed a registration statement (including a prospectus dated January 11, 2024 (the “Base Prospectus”)) and a preliminary prospectus supplement dated June 30, 2025 (the “Preliminary Prospectus Supplement,” and together with the Base Prospectus, the “Preliminary Prospectus”) with the SEC for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus if you request it by calling SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856, Goldman Sachs & Co. LLC at 1-212-902-1171 (Prospectus Department), BofA Securities, Inc. toll-free at 1-800-294-1322 and Jefferies LLC at 1-877-877-0696 or by calling SMFG’s investor relations department at +81-3-3282-8111.

No PRIIPs KID or U.K. PRIIPs KID - No PRIIPs key information document (KID) or U.K. PRIIPs KID has been prepared as not available to retail in EEA or U.K., respectively. See “PROHIBITION OF SALES TO EEA RETAIL INVESTORS” and “PROHIBITION OF SALES TO U.K. RETAIL INVESTORS” in the Preliminary Prospectus.

This communication is intended for the sole use of the person to whom it is provided by us.

This notice does not constitute an offer to sell or a solicitation of an offer to buy or an advertisement in respect of Notes in any jurisdiction where such offer or solicitation or advertisement would be unlawful.

Pricing Term Sheet – 5.246% Senior Callable Fixed-to-Floating Rate Notes due 2036

Issuer:		Sumitomo Mitsui Financial Group, Inc. (“SMFG”)
Securities Offered:		U.S.$700,000,000 aggregate principal amount of 5.246% senior callable fixed-to-floating rate notes due 2036 (the “Notes”)
Offer and Sale:		SEC registered
Expected Security Ratings*:		A1 (Moody’s) / A- (S&P) / A- (Fitch)
Denomination:		U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof
Offering Price:		100.000%
Pricing Date:		June 30, 2025
Settlement Date:		July 8, 2025
Maturity Date:		July 8, 2036
Optional Redemption:		The Notes may be redeemed at SMFG’s option and in SMFG’s sole discretion, in whole, but not in part, subject to prior confirmation of the Financial Services Agency of Japan (the “FSA”) (if such confirmation is required under applicable the Applicable Banking Regulations (as defined in the preliminary prospectus supplement dated June 30, 2025 (the “Preliminary Prospectus Supplement”))), on the date that is one year prior to the maturity date of the Notes and on giving not less than 10 Business Days nor more than 60 days’ notice of redemption (which notice shall be irrevocable and shall conform to all requirements with respect to such notice as set forth in the Indenture) to the holders of the Notes, at a redemption price equal to 100% of the principal amount of the Notes together with any accrued and unpaid interest (including additional amounts with respect thereto, if any), to (but excluding) the date fixed for redemption
Optional Tax Redemption:		The Notes will be redeemable at SMFG’s option, subject to prior confirmation of the FSA (if such confirmation is required under applicable Japanese laws or regulations then in effect), upon the occurrence of certain changes in tax law, as set forth in the Preliminary Prospectus Supplement
Ranking of the Notes:		The Notes will constitute direct, unconditional, unsecured and unsubordinated general obligations of SMFG and will at all times rank pari passu without any preference among themselves and with all other unsecured obligations of SMFG, other than subordinated obligations of SMFG and except for statutorily preferred obligations
Interest Basis:		From (and including) the Settlement Date to (but excluding) the Reset Date (as defined below) (the “fixed rate period”), the Notes will bear interest at the fixed rate of 5.246% per annum. From (and including) the Reset Date to (but excluding) the Maturity Date (the “floating rate period”), the Notes will bear interest at the relevant floating interest rate as determined by the Calculation Agent (as defined below) per annum equal to Compounded Daily SOFR + Margin

Compounded Daily SOFR:		A compounded daily SOFR determined for each quarterly Interest Period in accordance with the specific formula described under “Description of the Notes—Calculation of Floating Interest Rates—Compounded Daily SOFR” in the Preliminary Prospectus Supplement
Margin:		+ 1.50 per cent. per annum
Interest Payment Dates:		During the fixed rate period, payable semiannually in arrears on January 8 and July 8 of each year beginning on January 8, 2026. Such semiannual interest will amount to U.S.$26.23 per U.S.$1,000 in nominal amount of the Notes for each interest payment date.
		During the floating rate period, reset quarterly and payable quarterly in arrears on January 8, April 8, July 8 and October 8 of each year beginning on October 8, 2035, and ending on the Maturity Date or, if redeemed early, the date of such redemption, subject to adjustments as explained below (each, a “Floating Rate Period Interest Payment Date”).
		If any Floating Rate Period Interest Payment Date (other than the Maturity Date or any early redemption date for taxation reasons) falls on a day that is not a Business Day, that Floating Rate Period Interest Payment Date will be adjusted in accordance with the Modified Following Business Day Convention.
		The term “Modified Following Business Day Convention” means that the relevant date shall be postponed to the first following day that is a Business Day (and interest will continue to accrue to, but excluding, such succeeding Business Day) unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day (and interest will accrue to, but excluding, such preceding Business Day).
		If the Maturity Date or any early redemption date would fall on a day that is not a Business Day, then any interest, principal or additional amounts, if any, as the case may be, will be paid on the next succeeding Business Day, and no interest shall accrue from and after the Maturity Date or such redemption date.
Interest Periods:		Interest periods for the Notes during the floating rate period (the “Floating Rate Interest Period”) mean each period beginning from (and including) the Reset Date to (but excluding) the first Floating Rate Period Interest Payment Date, or from (and including) any Floating Rate Period Interest Payment Date to (but excluding) the next Floating Rate Period Interest Payment Date, or from (and including) any Floating Rate Period Interest Payment Date immediately preceding the applicable redemption date to (but excluding) such redemption date.

Interest Determination Date:		The date that is five Business Days before each Floating Rate Period Interest Payment Date.
Reference Rate:		SOFR, subject to fallback provisions
SOFR Observation Period:		In respect of each Floating Rate Interest Period, the period from, and including, the date five Business Days preceding the first date in such Floating Rate Interest Period to, but excluding, the date five Business Days preceding the Floating Rate Period Interest Payment Date for such Floating Rate Interest Period (or in respect of the payment of any interest in connection with any redemption of any Notes, the period from, and including, the date that is five Business Days preceding the first date in the Floating Rate Interest Period in which such redemption occurs to, but excluding, the date that is five Business Days before such redemption).
Spread to Benchmark:		T+102 bps
Reset Date:		July 8, 2035
Day Count Basis:		For the fixed rate period, 30/360, unadjusted
		For the floating rate period, actual number of days in the applicable Floating Rate Interest Period divided by 360
Business Day:		With respect to the fixed rate period, New York, London and Tokyo
		With respect to the floating rate period, a day that is a U.S. Government Securities Business Day and that in New York, London and Tokyo, is not a day on which banking institutions are authorized by law or regulation to close.
		The term “U.S. Government Securities Business Day” shall mean any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Use of Proceeds:		SMFG intends to use the net proceeds of the offering to extend unsecured loans, intended to qualify as internal TLAC, to Sumitomo Mitsui Banking Corporation (“SMBC”) and SMBC intends to use the proceeds of the loans for general corporate purposes
Listing:		Luxembourg Stock Exchange’s Euro MTF Market
Settlement:		DTC, Euroclear and Clearstream
CUSIP:		86562MEA4
ISIN:		US86562MEA45
Common Code:		310858692
Legal Entity Identifier:		35380028MYWPB6AUO129
Joint Lead Managers and Joint Bookrunners:		SMBC Nikko Securities America, Inc. Goldman Sachs & Co. LLC BofA Securities, Inc. Jefferies LLC

Co-Managers: **		Barclays Capital Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Nomura Securities International, Inc. Daiwa Capital Markets America Inc. HSBC Securities (USA) Inc. AmeriVet Securities, Inc. Great Pacific Securities Loop Capital Markets LLC R. Seelaus & Co., LLC
Stabilization Manager:		SMBC Nikko Securities America, Inc.
Trustee, Paying Agent, Transfer Agent, Calculation Agent and Registrar:		The Bank of New York Mellon

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

** One or more of the underwriters may not be U.S.-registered broker-dealers. All sales of securities in the United States will be made by or through U.S.-registered broker-dealers, which may include affiliates of one or more of the underwriters.

The issuer has filed a registration statement (including a prospectus dated January 11, 2024 (the “Base Prospectus”)) and a preliminary prospectus supplement dated June 30, 2025 (the “Preliminary Prospectus Supplement,” and together with the Base Prospectus, the “Preliminary Prospectus”) with the SEC for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus if you request it by calling SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856, Goldman Sachs & Co. LLC at 1-212-902-1171 (Prospectus Department), BofA Securities, Inc. toll-free at 1-800-294-1322 and Jefferies LLC at 1-877-877-0696 or by calling SMFG’s investor relations department at +81-3-3282-8111.

No PRIIPs KID or U.K. PRIIPs KID - No PRIIPs key information document (KID) or U.K. PRIIPs KID has been prepared as not available to retail in EEA or U.K., respectively. See “PROHIBITION OF SALES TO EEA RETAIL INVESTORS” and “PROHIBITION OF SALES TO U.K. RETAIL INVESTORS” in the Preliminary Prospectus.

This communication is intended for the sole use of the person to whom it is provided by us.

This notice does not constitute an offer to sell or a solicitation of an offer to buy or an advertisement in respect of Notes in any jurisdiction where such offer or solicitation or advertisement would be unlawful.

FAQ

Why did the New York court order Argentina to transfer its YPF shares?

The order enforces a September 15 2023 judgment won by Petersen, Eton Park and Bainbridge against the Argentine Republic related to YPF’s 2012 nationalisation.

Is YPF (YPF) directly liable for any payment under this ruling?

No. YPF is not a party in the turnover motions and faces no direct monetary liability.

How many YPF share classes are affected by the turnover order?

The Republic’s Class D shares (Petersen/Eton Park) and both Class A and Class D shares (Bainbridge) are subject to transfer.

Can Argentina appeal the turnover decision?

Yes, the Republic may appeal per procedural rules, which could delay or modify execution if a stay is granted.

What could happen to YPF’s governance after the transfer?

If the government loses its stake, new shareholders could alter board composition and strategic direction, reducing political influence.

Will YPF’s cash flow or operations change immediately?

The court order impacts share ownership only; operational and cash-flow profiles remain unchanged for now.