SMFG 6-K
Sumitomo Mitsui Financial Group, Inc. (SMFG)
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 September 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 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: September 29, 2026
【NEWS RELEASE】
September 29, 2026
Sumitomo Mitsui Financial Group, Inc.
SMBC Nikko Securities Holdings Establishment Preparatory Company, Inc.
SMBC Nikko Securities Inc.
(Follow-up Disclosure)
SMBC Group Announces Decision to Execute a Share Exchange Agreement
regarding Change of Subsidiary (Sub-Subsidiary) in connection with the Transition
to an Intermediate Holding Company Structure in Japan
TOKYO, September 29, 2026 — Sumitomo Mitsui Financial Group, Inc. (President & Group CEO: Toru Nakashima; hereinafter, “SMFG”) announced in its press release dated May 12, 2026, entitled “SMBC Group Announces Change of Subsidiary (Sub-Subsidiary) in connection with the Transition to an Intermediate Holding Company Structure in Japan and Progress on the Establishment of a Japanese Equities Joint Venture with Jefferies,” that, as part of the integrated operation of the wholesale Japanese equities business through SMBC Nikko Jefferies Securities Inc. (hereinafter, “SMBC Nikko Jefferies Securities”), a joint venture between SMBC Nikko Securities Inc. (President & CEO: Shuji Yoshioka; hereinafter, “SMBC Nikko”), a wholly owned subsidiary of SMFG, and Jefferies Financial Group Inc., it planned to establish “SMBC Nikko Securities Holdings Inc.” as an intermediate holding company in Japan around October 2026 to oversee the governance of SMBC Nikko and SMBC Nikko Jefferies Securities.
SMFG hereby announces that it decided today that SMBC Nikko and SMBC Nikko Securities Holdings Establishment Preparatory Company, Inc. (hereinafter, the “Preparatory Company”), a wholly owned subsidiary of SMFG, will enter into a share exchange agreement on September 30, 2026, in connection with a share exchange to be effected on October 1, 2026 between the two companies (hereinafter, the “Share Exchange”).
1. Summary of the Share Exchange
The Share Exchange will be implemented through a statutory share exchange in which the Preparatory Company will become the parent company of SMBC Nikko and SMBC Nikko will become the wholly owned subsidiary of the Preparatory Company. As a result, SMBC Nikko will become an indirect subsidiary of SMFG, while the Preparatory Company will remain a wholly owned subsidiary of SMFG. Upon the effectiveness of the Share Exchange, the Preparatory Company will change its corporate name to SMBC Nikko Securities Holdings Inc. (President & CEO: Shuji Yoshioka; hereinafter, “SMBC Nikko Securities Holdings”).
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Scheme of the Share Exchange
2. Overview of the Share Exchange
|
Details of Allotment in the Share Exchange |
One (1) share of common stock of the Preparatory Company will be issued and delivered to SMFG in exchange for the transfer by SMFG to the Preparatory Company of 200,002 shares of common stock of SMBC Nikko. | |||
|
Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights of SMBC Nikko |
Not applicable. | |||
|
Total Number of Issued Shares of the Preparatory Company after the Share Exchange |
Before the Share Exchange |
10,000 shares | ||
| Newly Issued in the Share Exchange |
1 share | |||
| After the Share Exchange |
10,001 shares | |||
|
Expected Date of Approval at Shareholders’ Meeting (SMBC Nikko) |
September 30, 2026 | |||
|
Expected Date of Approval at Shareholders’ Meeting (Preparatory Company) |
September 30, 2026 | |||
|
Expected Execution Date of the Share Exchange Agreement |
September 30, 2026 | |||
|
Expected Effective Date of the Share Exchange |
October 1, 2026 | |||
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Overview of the Company to Become a Sub-subsidiary (Wholly Owned Subsidiary in the Share Exchange (SMBC Nikko Securities Inc.))
|
Corporate Name |
SMBC Nikko Securities Inc. | |||
| Location of Head Office |
3-3-1 Marunouchi, Chiyoda-ku, Tokyo | |||
|
Title and Name of Representative |
President and CEO (Representative Director): Shuji Yoshioka | |||
|
Business Description |
Primarily engaged in financial instruments business (Type I Financial Instruments Business, Type II Financial Instruments Business, securities-related administrative agency services, investment advisory and agency services, and investment management business). | |||
|
Capital |
JPY 135.0 billion | |||
|
Date of Establishment |
June 15, 2009 | |||
|
Major Shareholder and Shareholding Ratio |
SMFG 100% | |||
|
Relationship with SMFG |
Capital Relationship |
A wholly owned subsidiary of SMFG | ||
| Personnel Relationship |
One director of SMFG concurrently serves as a director of SMBC Nikko. | |||
| Business Relationship |
There are transactions between SMFG and SMBC Nikko, including management oversight and related matters. | |||
|
Financial Position and Operating Results for the Last Three Fiscal Years |
Fiscal Year End |
2024/3 | 2025/3 | 2026/3 | ||||||||||||||
| Net Assets |
1,164,252 | 1,187,198 | 1,225,779 | |||||||||||||||
| Total Assets |
19,739,506 | 21,000,736 | 21,663,175 | |||||||||||||||
| Net Assets per Share (JPY) |
5,821,204.29 | 5,935,935.58 | 6,128,837.54 | |||||||||||||||
| Operating Revenue |
403,315 | 495,382 | 551,827 | |||||||||||||||
| Operating Profit |
24,630 | 48,174 | 75,536 | |||||||||||||||
| Ordinary Profit |
36,158 | 52,076 | 77,565 | |||||||||||||||
| Net Profit |
26,832 | 76,713 | 88,933 | |||||||||||||||
| Net Profit per Share (JPY) |
134,162.12 | 383,564.51 | 444,663.86 |
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Overview of the Wholly Owning Parent Company in the Share Exchange (the Preparatory Company)
| Corporate Name |
SMBC Nikko Securities Holdings Establishment Preparatory Company, Inc. | |||
| Location of Head Office |
1-5-1 Marunouchi, Chiyoda-ku, Tokyo | |||
| Title and Name of Representative |
President (Representative Director): Shuji Yoshioka | |||
| Business Description |
Preparation and research for establishing an intermediate holding company | |||
| Capital |
JPY 10 million | |||
| Net Assets |
JPY 400 million | |||
| Total Assets |
JPY 500 million | |||
| Date of Establishment |
April 1, 2005 (Expected transition date to an intermediate holding company structure: October 1, 2026) | |||
| Fiscal Year End |
March 31 | |||
|
Major Shareholder and Shareholding Ratio |
SMFG 100% | |||
|
Relationship with SMFG |
Capital Relationship |
A wholly owned subsidiary of SMFG | ||
| Personnel Relationship |
None | |||
| Business Relationship |
There are transactions between SMFG and the Preparatory Company, including management oversight and related matters. | |||
Overview of the Wholly Owning Parent Company after the Share Exchange
|
Corporate Name |
SMBC Nikko Securities Holdings Inc. | |
|
Location of Head Office |
1-5-1 Marunouchi, Chiyoda-ku, Tokyo | |
|
Title and Name of Representative |
President and CEO (Representative Director): Shuji Yoshioka | |
|
Business Description |
Formulation and implementation of management strategies for group companies, management oversight and related matters | |
|
Capital |
JPY 100 million | |
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SMBC Nikko Securities Holdings Inc. Logo
Japanese-language corporate logo
English-language corporate logo
This document contains “forward-looking statements” (as defined in the U.S. Private Securities Litigation Reform Act of 1995), regarding the intent, belief or current expectations of Sumitomo Mitsui Financial Group, Inc. (“the Company”) and its management with respect to the Company’s future financial condition and results of operations. In many cases but not all, these statements contain words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “probability,” “risk,” “project,” “should,” “seek,” “target,” “will” and similar expressions. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results and events may differ from those expressed in or implied by such forward-looking statements contained or deemed to be contained herein. The risks and uncertainties which may affect future performance and events include: defaults of or failures by counterparty financial institutions; deterioration of Japanese and global economic conditions and financial markets; declines in the value of the Company’s securities portfolio; incurrence of significant credit-related costs; the Company’s ability to successfully implement its business strategy through its subsidiaries, affiliates and alliance partners; the completion of anticipated transactions (including the statutory share exchange) and the expected timing thereof; other legal, regulatory and compliance considerations and exposure to new risks as the Company expands the scope of its business. Given these and other risks and uncertainties, you should not place undue reliance on forward-looking statements, which speak only as of the date of this document. The Company undertakes no obligation to update or revise any forward-looking statements. Please refer to the Company’s most recent disclosure documents such as its annual report on Form 20-F and other documents submitted to the U.S. Securities and Exchange Commission, as well as its earnings press releases, for a more detailed description of the risks and uncertainties that may affect its financial conditions, its operating results, and investors’ decisions.
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