SEC Form FWP filed by Sumitomo Mitsui Financial Group Inc Unsponsored

Issuer:

Securities Offered:

Offer and Sale:

Expected Security Ratings:*

Denomination:

Offering Price:

Pricing Date:

Settlement Date:

Maturity Date:

Ranking of the Notes:

The Notes will constitute direct and unsecured obligations of SMFG and shall at all times rank pari passu and without any preference among themselves and at least equally and ratably with all indebtedness of SMFG which is subordinated to Senior Indebtedness, which term, for the avoidance of doubt, shall include the dated subordinated debt securities of SMFG, subject to a Write-Down and Cancellation or Going Concern Write-Down (each as defined below).

Upon the occurrence and continuation of a Liquidation Event (as defined below), the obligations of SMFG pursuant to the Notes shall be subordinated in right of payment to all existing and future Senior Indebtedness and, so long as such Liquidation Event continues, no payment will be made under the Notes, except as otherwise set forth in the perpetual subordinated indenture dated as of March 5, 2024 between SMFG and The Bank of New York Mellon, as the trustee (the “Indenture”).

A “Liquidation Event” means a liquidation proceeding (seisan), excluding a special liquidation proceeding (tokubetsu seisan), having been commenced by or in respect of SMFG under the Companies Act.

Interest Payment Dates:

Interest:

From (and including) the Settlement Date to (but excluding) June 5, 2035 (the “First Interest Rate Reset Date”), the interest on the Notes will accrue at the rate of 6.450% per annum.

The interest for the first Interest Payment Date on June 5, 2025 will amount to U.S.$17.92 per each $1,000 in Original Principal Amount of the Notes and the semiannual interest for each subsequent Interest Payment Date until (and including) the First Interest Rate Reset Date will amount to U.S.$32.25 per each $1,000 in Original Principal Amount of the Notes, subject to any necessary amendments and recalculations of such interest amount for an interest period during which any Capital Ratio Event (as defined below) or Write-Up Date occurs, and the interest payment cancellation provisions, the Write-Down and Cancellation provisions and the subordination provisions, respectively, of the Notes, each as described in the Preliminary Prospectus.

From (and including) each Interest Rate Reset Date (as defined below) to (but excluding) the next following Interest Rate Reset Date (each such period, a “Reset Interest Period”), the Notes will bear interest at a rate per annum equal to the sum of the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the applicable Reset Determination Date (as defined below) plus a margin of 1.900% per annum (the “Reset Interest Rate”).

Interest will be calculated per each $1,000 in Original Principal Amount, subject to any Going Concern Write-Down or Write-Up of the Notes, and rounded to the nearest cent (half a cent being rounded upward).

Notwithstanding anything contrary contained in the terms of the Notes, the obligations of SMFG to make payments of principal of or interest on the Notes are subject to the interest payment cancellation provisions, the Going Concern Write-Down and Write-Down and Cancellation provisions and the subordination provisions described in the Preliminary Prospectus.

Interest Rate Reset Date:

Reset Determination Date:

Benchmark Treasury:

4.625% due 2/2035

4.625% due 11/2044

Benchmark Treasury Spot (Price/Yield):

100-20+ / 4.544%

97-17+ / 4.818%

Interpolated Treasury Yield:

Spread to Benchmark:

Reoffer Yield:

Day Count Basis:

Business Day:

Determination of Reset Interest Rate and the applicable U.S. Treasury Rate:

The Reset Interest Rate and the U.S. Treasury Rate in respect of each Reset Interest Period shall be determined by The Bank of New York Mellon as calculation agent (the “Calculation Agent”) as soon as practicable after 5:00 p.m. (New York City time) on the Reset Determination Date.

“U.S. Treasury Rate” means, with respect to a Reset Interest Period, the rate per annum equal to: (1) the yield on U.S. Treasury securities having a maturity of five years for the most recent day appearing in the most recently published statistical release designated “H.15,” or any successor publication, as of 5:00 p.m. (New York City time) on the Reset Determination Date, that is published by the Board of Governors of the Federal Reserve System that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury constant maturities,” for the maturity of five years; or (2) if such release (or any successor release) is not published during any of the five New York Banking Days (as defined below) immediately prior to the Reset Determination Date or does not contain such yield, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (as defined below), calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (as defined below) for such Reset Determination Date.

“Comparable Treasury Issue” means, with respect to a Reset Interest Period, the U.S. Treasury security that is selected by SMFG (and notified to the Calculation Agent) with a maturity date on or about (but not more than 30 calendar days before or after) the Interest Rate Reset Date immediately after the last day of the Reset Interest Period and that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and having a maturity of five years; provided, however, that the selection of the Comparable Treasury Issue shall be at the sole discretion and judgment of SMFG, and that such determination shall be final and conclusive for all purposes and binding on the Calculation Agent, the trustee, the paying agent and the holders of the Notes.

“Comparable Treasury Price” means, with respect to a Reset Determination Date, (i) the arithmetic average, as determined by the Calculation Agent, of the Reference Treasury Dealer Quotations (as defined below) for the Comparable Treasury Issue as of the Reset Determination Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received, the arithmetic average, as determined by the Calculation Agent, of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received, then the Reference Treasury Dealer Quotation as quoted by a Reference Treasury Dealer (as defined below).

“New York Banking Day” means any day, other than a Saturday, Sunday, that is neither a legal holiday in The City of New York nor a day on which commercial banking institutions are authorized or required by law, regulation or executive order to close in The City of New York.

“Reference Treasury Dealer” means each of up to five banks selected by SMFG (and notified to the Calculation Agent), or the affiliates of such banks, which are (i) primary U.S. Treasury securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars; provided, however, that the selection of the Reference Treasury Dealers shall be at the sole discretion and judgment of SMFG, and that such determination shall be final and conclusive for all purposes and binding on the Calculation Agent, the trustee, the paying agent and the holders of the Notes.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and a Reset Determination Date, the arithmetic average, as determined by the Calculation Agent, of the bid and asked prices quoted to SMFG (and notified to the Calculation Agent) by such Reference Treasury Dealer for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, approximately at 11:00 a.m. (New York City time), on the Reset Determination Date.

Optional Cancellation of Interest Payments:

If SMFG determines that it is necessary to cancel payment of interest on the Notes at any time and in its sole discretion, SMFG may cancel payment of all or part of the interest accrued on the Notes on an Interest Payment Date (including additional amounts with respect thereto, if any). SMFG may cancel any payment of all or part of interest pursuant to the foregoing, even if no cancellation of interest is required or the amount so cancelled exceeds the amount SMFG is required to cancel pursuant to the mandatory interest cancellation provisions in the Indenture.

If SMFG determines not to make an interest payment (or if SMFG determines to make a payment of a portion, but not all, of such interest payment) on any Interest Payment Date, such non-payment will be deemed to be an effective cancellation of such interest payment (or the portion of such interest payment not paid) without any further action being taken or any other condition being satisfied.

Mandatory Cancellation of Interest Payments:

SMFG will be prohibited from paying, and will cancel, all or part of the interest on the Notes on an Interest Payment Date (including additional amounts with respect thereto, if any), if, and to the extent that, on such Interest Payment Date, the amount of Distributable Amounts (as defined below) is less than the sum of (1) the aggregate amount of interest that should have been paid in respect of the Notes on such Interest Payment Date (disregarding the effect of any non-business day adjustments), (2) the aggregate amount of interest and dividends that should have been paid in respect of any Additional Tier 1 Instruments on the same date as such Interest Payment Date (disregarding the effect of any non-business day adjustments), and (3) the aggregate amount of interest and dividends paid in respect of the Notes and Additional Tier 1 Instruments, excluding amounts already deducted from Distributable Amounts, on or after the first day of the fiscal year of SMFG in which such Interest Payment Date falls and before such Interest Payment Date (disregarding the effect of any non-business day adjustments).

“Distributable Amounts” means, in respect of any Interest Payment Date of the Notes, SMFG’s distributable amounts (bunpai kano gaku) on such Interest Payment Date calculated in accordance with the Companies Act.

Agreement to Interest Cancellation:

Going Concern Write-Down Upon a Capital Ratio Event:

If a Capital Ratio Event occurs, the Notes will be subject to a Going Concern Write-Down on the relevant Going Concern Write-Down Date (as defined below) automatically and without any additional action by SMFG, the trustee, the agents or the holders or beneficial owners of the Notes. If a Capital Ratio Event occurs, on the relevant Going Concern Write-Down Date, (1) the Current Principal Amount of the Notes will be written down by an amount equal to the relevant Going Concern Write-Down Amount, (2) SMFG will be discharged and released from any and all of its obligations with respect to the payment of the Current Principal Amount of or interest on the Notes (including additional amounts with respect thereto, if any) to the extent related to the relevant Going Concern Write-Down Amount, except for payments of principal or interest (including additional amounts with respect thereto, if any) that have become due and payable prior to the occurrence of the Capital Ratio Event and remain unpaid, and (3) each of the holders and beneficial owners of the Notes will be deemed to have irrevocably waived its right to claim or receive, and will not have any rights against SMFG with respect to, and cannot instruct the trustee to enforce, the payment of principal of the Notes to the extent related to the relevant Going Concern Write-Down Amount or interest thereon (including additional amounts with respect thereto, if any), except for any payments of principal or interest (including additional amounts with respect thereto, if any) that have become due and payable prior to the occurrence of the Capital Ratio Event and remain unpaid (together, items (1), (2) and (3) describing a “Going Concern Write-Down”).

A “Capital Ratio Event” will be deemed to have occurred if SMFG publicly announces (including without limitation by way of a public announcement made in accordance with applicable law or the rules of a relevant securities exchange) that its Consolidated Common Equity Tier 1 Capital Ratio, calculated by SMFG pursuant to the Applicable Capital Adequacy Regulations as of a Quarterly Financial Period End Date or any other date, has fallen below 5.125%, with certain exceptions as set forth in the Preliminary Prospectus.

“Going Concern Write-Down Date” means the date on which a Going Concern Write-Down shall become effective. A Going Concern Write-Down Date shall occur following each Capital Ratio Event, unless the Current Principal Amount of the Notes is one cent per $1,000 in Original Principal Amount. Each Going Concern Write-Down Date shall be determined by SMFG after consultation with the Financial Services Agency of Japan (the “FSA”) and will be no less than one and no more than 30 days following the date of the relevant Capital Ratio Event.

Following any write-down of the Current Principal Amount of the Notes upon a Capital Ratio Event, the Notes may be subject to Write-Up in certain limited circumstances, as described in the Preliminary Prospectus.

Write-Down and Cancellation Upon a Non-Viability Event or Bankruptcy Event:

If a Non-Viability Event (as defined below) or Bankruptcy Event occurs, the Notes will be subject to a Write-Down and Cancellation on the relevant Write-Down and Cancellation Date (as defined below) upon the occurrence of the Non-Viability Event, or immediately upon the occurrence of the Bankruptcy Event, automatically and without any additional action by SMFG, the trustee, the agents or the holders or beneficial owners of the Notes.

Upon the occurrence of a Non-Viability Event or a Bankruptcy Event, the following will occur, (i) in the case of a Non-Viability Event, on the relevant Write-Down and Cancellation Date, or (ii) in the case of a Bankruptcy Event, immediately upon the occurrence of the Bankruptcy Event, (1) the Current Principal Amount of the Notes will be permanently written down to zero and the Notes will be deemed cancelled, (2) SMFG shall be discharged and released from any and all of its obligations to pay any amount of principal or interest (including additional amounts with respect thereto, if any) on the Notes, except for payments of principal or interest (including additional amounts with respect thereto, if any) that have become due and payable prior to the occurrence of the Non-Viability Event or Bankruptcy Event, as the case may be, and remain unpaid, and (3) each of the holders and beneficial owners of the Notes will be deemed to have irrevocably waived its right to claim or receive, and will not have any rights against SMFG with respect to, and cannot instruct the trustee to enforce, the payment of principal of or interest on the Notes (including additional amounts with respect thereto, if any), except for any payments of principal or interest (including additional amounts with respect thereto, if any) that have become due and payable prior to the occurrence of the Non-Viability Event or Bankruptcy Event, as the case may be, and remain unpaid (together, items (1), (2) and (3) describing a “Write-Down and Cancellation”).

A “Non-Viability Event” will be deemed to have occurred at the time that the Prime Minister of Japan, following deliberation by Japan’s Financial Crisis Response Council pursuant to the Deposit Insurance Act, confirms (nintei) that “specified Item 2 measures (tokutei dai nigo sochi),” which are the measures set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act (including any successor articles thereto), as then in effect, need to be applied to SMFG under circumstances where SMFG’s liabilities exceed or are likely to exceed its assets, or SMFG has suspended or is likely to suspend payment of SMFG’s obligations.

“Write-Down and Cancellation Date” means the date on which the Write-Down and Cancellation shall become effective. In the case of a Bankruptcy Event, the Write-Down and Cancellation Date shall be the date on and the time at which the Bankruptcy Event occurs. In the case of a Non-Viability Event, the Write-Down and Cancellation Date shall be determined by SMFG after consultation with the FSA and will be no less than one and no more than ten Business Days following the date of the Write-Down and Cancellation Notice.

Agreement to Going Concern Write-Down and Write-Down and Cancellation:

No Events of Default or Rights of Acceleration:

Optional Redemption:

Optional Tax Redemption:

Optional Regulatory Redemption:

Use of Proceeds:

Listing:

Settlement:

CUSIP:

ISIN:

Common Code:

Legal Entity Identifier:

Joint Lead Managers and Joint Bookrunners:

SMBC Nikko Securities America, Inc.

Goldman Sachs & Co. LLC

BofA Securities, Inc.

Citigroup Global Markets Inc.

Co-Managers: **

J.P. Morgan Securities LLC

Nomura Securities International, Inc.

BNP PARIBAS

Daiwa Capital Markets America Inc.

HSBC Securities (USA) Inc.

Barclays Capital Inc.

UBS Securities LLC

Stabilization Manager:

Trustee, Paying Agent, Calculation Agent, Transfer Agent and Registrar: