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SUMITOMO MITSUI FINANCIAL GROUP, INC. (SMFG) furnished a report that makes several exhibits part of its existing shelf registration statement on Form F-3, including the form of 6.950% Perpetual Subordinated Notes.
The report also files related legal opinions from Nagashima Ohno & Tsunematsu and Davis Polk & Wardwell LLP, including an opinion on U.S. tax matters, along with associated consents, thereby completing key documentation for potential future issuances of these subordinated notes under the shelf.
Sumitomo Mitsui Financial Group, Inc. (SMFG) is offering U.S. dollar-denominated perpetual subordinated Additional Tier 1 (AT1) notes under its existing shelf registration. The notes pay fixed interest to December 5, 2036, then reset every five years to the U.S. Treasury Rate plus a margin, and are deeply subordinated obligations.
The notes feature no maturity, no investor put, no events of default and no acceleration. SMFG may redeem them only on specified reset dates or upon certain tax or regulatory events, and any redemption is subject to prior Japanese regulatory confirmation. Principal is exposed to three loss-absorption mechanisms: (i) a Non‑Viability Event or (ii) a Bankruptcy Event, in each case triggering a full, permanent write‑down and cancellation; and (iii) a Capital Ratio Event, if SMFG’s consolidated CET1 ratio falls below 5.125%, causing a going‑concern write‑down that can reduce principal to as low as US$0.01 per US$1,000.
SMFG can cancel interest at its sole discretion at any time, and must cancel interest when Japanese corporate law distributable amounts are insufficient. Cancelled interest is non‑cumulative. The notes are intended to qualify as SMFG’s AT1 capital and external TLAC; SMFG expects to use proceeds to extend a perpetual subordinated loan to SMBC as internal TLAC. The securities carry extensive selling, tax and retail‑distribution restrictions in Japan, the EEA, the U.K. and Singapore.
SUMITOMO MITSUI FINANCIAL GROUP, INC. director and Sr. Mg. Corp. EO & Group CFO Kazuyuki Anchi reported selling 4,000 shares of Common Stock on August 12, 2026. The shares were sold at a price of $42.47 per share, with the price translated from Japanese yen using a foreign currency exchange rate as of that date. After this sale, Anchi directly held 48,857 shares of the company’s Common Stock.
Sumitomo Mitsui Financial Group, Inc. reports regulatory capital ratios as of June 30, 2026 for the group and its main banking subsidiary. On a consolidated basis, the group’s total capital ratio was 16.24%, the Tier 1 capital ratio was 15.04%, and the common equity Tier 1 (CET1) ratio was 12.63%, with total capital of ¥ 16,591.3 and risk weighted assets of ¥ 102,128.2. All three ratios increased compared with March 31, 2026.
For Sumitomo Mitsui Banking Corporation on a consolidated basis, the total capital ratio was 18.17%, Tier 1 capital ratio 16.26%, CET1 ratio 12.86%, and leverage ratio 5.24%, all higher than at the prior fiscal year-end. On a non-consolidated basis, the bank reported a total capital ratio of 16.42% and CET1 ratio of 10.52%, with leverage ratio rising to 4.85%.
Sumitomo Mitsui Financial Group, Inc., an institutional investment manager, filed a Form 13F combination report covering its U.S. equity holdings. The report lists 229 positions with an aggregate reported value of $5,271,324,116. Two other included managers, Sumitomo Mitsui Banking Corporation and SMBC Trust Bank Ltd., are reported under this manager, alongside two separate other reporting managers.
Sumitomo Mitsui Financial Group, Inc. has revised the share figures related to its previously announced stock split. The revision follows cancellation of a portion of treasury shares under Article 178 of the Companies Act, which was resolved by the board on May 13, 2026 and finalized by August 3, 2026.
After revision, total issued shares before the stock split are 3,801,124,893, and the number of shares to be added through the split is also 3,801,124,893, resulting in total issued shares of 7,602,249,786 after the split. Total authorized shares following the split remain 18,000,564,000, and all other stock split conditions remain unchanged from the July 6, 2026 notice.
Sumitomo Mitsui Financial Group, Inc. completed a repurchase of its own shares authorized by its board on May 13, 2026, buying an aggregate 28,018,600 common shares for JPY 179,999,535,300 through market purchases under a discretionary dealing contract; this information is incorporated by reference into SMFG's Form F-3 registration statement.
Within this, from July 1 to July 31, 2026, SMFG repurchased 10,403,700 shares for JPY 71,486,434,000. The company plans to cancel 28,018,600 shares, equal to 0.7% of shares issued before cancellation, on August 20, 2026. As of June 30, 2026, shares outstanding excluding treasury stock were 3,799,822,839 and treasury stock totaled 27,675,301 shares.
Sumitomo Mitsui Financial Group reported higher consolidated results for the three months ended June 30, 2026. Consolidated gross profit was ¥1,403,446 million, an increase of ¥315,684 million from the same period in 2025, supported by growth in net interest income, fees, trading and other operating income. Ordinary profit rose from ¥483,337 million to ¥693,136 million, while profit attributable to owners of parent increased from ¥376,898 million to ¥501,372 million. Total comprehensive income attributable to owners improved to ¥729,864 million from ¥301,391 million.
Asset quality strengthened: consolidated non-performing loans declined to ¥1,148.9 billion, and the NPL ratio improved to 0.81% from 0.97%. At SMBC on a non-consolidated basis, domestic deposits reached ¥136,821.1 billion and loans and bills discounted ¥113,389.8 billion, both up from March 31, 2026. For the fiscal year ending March 31, 2027, the group forecasts profit attributable to owners of parent of ¥1,700,000 million, a 7.4% year-on-year increase, and earnings per share of ¥223.58, reflecting a two-for-one stock split and share repurchase. Dividend and earnings forecasts remain unchanged, and recently adopted financial instruments accounting standards had no material impact.
Sumitomo Mitsui Financial Group executive Yoshikawa Haruyuki, Senior Managing Corporate EO, reported stock-compensation related transactions in common stock. He acquired 3,833 shares on July 24, 2026 and 13,797 shares on July 27, 2026 under the issuer's stock compensation plans with no out-of-pocket cash payments. On July 27, 2,300 shares were disposed of to the issuer at $43.99 per share, automatically executed that day under a pre-arranged trading plan linked to the stock compensation plan, with the price converted from Japanese yen.
Sumitomo Mitsui Financial Group, Inc. executive Arihiro Nagata, Senior Managing Corporate EO, received 1,241 shares on July 24, 2026 and 15,249 shares on July 27, 2026 under stock compensation plans, with no out-of-pocket cash payments.
On July 27, 2,600 of the compensation shares were disposed of to the issuer at $43.99 per share under a pre-arranged trading plan, with the purchase price converted from Japanese yen using an exchange rate of ¥1 = $0.0061091.