Preliminary Prospectus Supplement

424B5 1 d89424d424b5.htm PRELIMINARY PROSPECTUS SUPPLEMENT Preliminary Prospectus Supplement

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-273681

The information in this preliminary prospectus supplement is incomplete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED APRIL 8, 2026

PROSPECTUS SUPPLEMENT

(To prospectus dated August 4, 2023)

LOGO

Mitsubishi UFJ Financial Group, Inc.

$ % Senior Callable Fixed-to-Fixed Reset Rate Notes due April , 2030

$ Senior Callable Floating Rate Notes due April , 2032

$ % Senior Callable Fixed-to-Fixed Reset Rate Notes due April , 2032

$ % Senior Callable Fixed-to-Fixed Reset Rate Notes due April , 2037

$ % Senior Callable Fixed-to-Fixed Reset Rate Notes due April , 2047

Mitsubishi UFJ Financial Group, Inc., or MUFG, expects to issue the above-listed senior notes, or, collectively, the Notes, pursuant to a senior indenture, dated March 1, 2016, or the Indenture.

The senior callable floating rate notes due April , 2032, or the floating rate notes, will bear interest from (and including) April , 2026 to (but excluding) April , 2032 at a floating rate, payable quarterly in arrears on January , April , July and October of each year, with the first interest payment to be made on July , 2026, each subject to adjustments. The interest rate on the floating rate notes for each interest period will be a per annum rate equal to Compounded Daily SOFR (as defined below), plus %, to be determined as described under “Description of the Notes—Floating Rate Notes.”

The senior callable fixed-to-fixed reset rate notes due April , 2030, or the 4-year notes, the senior callable fixed-to-fixed reset rate notes due April , 2032, or the 6-year notes, the senior callable fixed-to-fixed reset rate notes due April , 2037, or the 11-year notes, and the senior callable fixed-to-fixed reset rate notes due April , 2047, or the 21-year notes will bear interest from (and including) April , 2026 to (but excluding) the applicable Reset Date, which is April of the year immediately preceding the applicable maturity date, at the fixed per annum rate listed above, payable semi-annually in arrears on April and October of each year, with the first interest payment to be made on October , 2026.

Each series of the fixed-to-fixed reset rate notes will bear interest from (and including) the applicable Reset Date to (but excluding) the applicable maturity date at a fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the calculation agent on the applicable Reset Determination Date (as defined below), plus % on the 4-year notes, % on the 6-year notes, % on the 11-year notes and % on the 21-year notes, respectively, payable semi-annually in arrears on October and April immediately following the applicable Reset Date.

We may at our option and in our sole discretion redeem a series of Notes in whole, but not in part, on the date that is one year prior to the maturity date of such series of Notes at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption, subject to certain conditions. See “Description of the Notes—Optional Redemption” in this prospectus supplement. In addition, we may at our option redeem a series of Notes in whole, but not in part, at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption upon the occurrence of certain tax events, subject to certain conditions. See “Description of Senior Debt Securities—Optional Redemption and Repurchases—Optional Tax Redemption” in the accompanying prospectus.

The Notes are intended to qualify as external total loss-absorbing capacity, or External TLAC, debt under the Japanese TLAC Standard (as defined in the accompanying prospectus). The Notes will be our senior unsecured obligations but will be structurally subordinated to the liabilities of MUFG’s subsidiaries. See “Risk Factors—Risks Related to the Debt Securities” and “Description of Senior Debt Securities” in the accompanying prospectus.

We have made an application to the Luxembourg Stock Exchange to list the Notes on the official list of the Luxembourg Stock Exchange and for the Notes to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market. The Luxembourg Stock Exchange’s Euro MTF Market is not a regulated market for the purposes of Directive 2014/65/EU. This prospectus supplement with the accompanying prospectus constitutes the listing prospectus for purposes of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019. This prospectus supplement and the accompanying prospectus do not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) or the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”).

MUFG Securities Americas Inc. and other broker-dealers may use this prospectus supplement and the accompanying prospectus in connection with market-making transactions in the Notes after their initial sale.

Investing in the Notes involves risks. See “Risk Factors” beginning on page SP-1 of this prospectus supplement and page 7 of the accompanying prospectus and as incorporated by reference herein from our most recent annual report on Form 20-F.

Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state securities regulators has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

These securities are not deposits or savings accounts. These securities are not insured by the U.S. Federal Deposit Insurance Corporation, or the FDIC, the Deposit Insurance Corporation of Japan, or the Deposit Insurance Corporation, or any other governmental agency or instrumentality in the United States, Japan or any other jurisdiction.

Price to Public⁽¹⁾

Underwriting Discounts
and Commissions⁽²⁾

Proceeds to us
(before expenses)⁽¹⁾

Per 4-year Note due 2030

Total 4-year Notes due 2030

Per Floating Rate Note due 2032

Total Floating rate Notes due 2032

Per 6-year Note due 2032

Total 6-year Notes due 2032

Per 11-year Note due 2037

Total 11-year Notes due 2037

Per 21-year Note due 2047

Total 21-year Notes due 2047

(1)

Plus accrued interest, if any, after April , 2026.

(2)

For additional underwriting compensation information, see “Underwriting (Conflicts of Interest).”

The Notes are expected to be delivered to purchasers in book-entry form only through the facilities of The Depository Trust Company, or DTC, for the accounts of its participants, including Euroclear Bank SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstream, Luxembourg, on or about April , 2026.

Joint Lead Managers and Joint Bookrunners


MORGAN STANLEY		MUFG

Barclays

(4-year notes)

Citigroup

(6-year floating rate notes

and 21-year notes)

BofA Securities

(6-year fixed-to-fixed

reset rate notes)

J.P. Morgan

(11-year notes)

The date of this prospectus supplement is April , 2026

TABLE OF CONTENTS


	Page
About This Prospectus Supplement		ii
Forward-Looking Statements		v
Where You Can Obtain More Information		v
Incorporation of Documents by Reference		vi
Summary:		S-1
% Senior Callable Fixed-to-Fixed Reset Rate Notes due April , 2030		S-4YRFX-1
Senior Callable Floating Rate Notes due April , 2032		S-6YRFL-1
% Senior Callable Fixed-to-Fixed Reset Rate Notes due April , 2032		S-6YRFX-1
% Senior Callable Fixed-to-Fixed Reset Rate Notes due April , 2037		S-11YRFX-1
% Senior Callable Fixed-to-Fixed Reset Rate Notes due April , 2047		S-21YRFX-1
General Terms of the Notes		S-GEN-1
Risk Factors		SP-1
Use of Proceeds		SP-6
Capitalization and Indebtedness		SP-7
Description of the Notes		SP-9
Taxation		SP-20
Underwriting (Conflicts of Interest)		SP-21
Listing and General Information		SP-27
Legal Matters		SP-29
Experts		SP-29

About This Prospectus		3
Forward-Looking Statements		5
Risk Factors		7
Mitsubishi UFJ Financial Group, Inc.		38
Use of Proceeds		39
Description of Senior Debt Securities		40
Description of Fixed-Term Subordinated Debt Securities		51
Description of Perpetual Subordinated Debt Securities		70
Clearance and Settlement		100
Taxation		105
Certain ERISA and Similar Considerations		120
Plan of Distribution (Conflicts of Interest)		122
Legal Matters		124
Experts		124
Where You Can Obtain More Information		124
Incorporation of Documents by Reference		125
Limitation on Enforcement of Liabilities		125

ABOUT THIS PROSPECTUS SUPPLEMENT

In making an investment decision, you should rely only on the information provided or incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free-writing prospectus that we prepare or authorize. We have not authorized anyone to provide you with different or additional information. You should not assume that the information in this prospectus supplement, the accompanying prospectus or any related free-writing prospectus that we prepare or authorize or in any document incorporated by reference herein or therein is accurate as of any date after its date.

The distribution of this prospectus supplement, the accompanying prospectus and any related free-writing prospectus that we prepare or authorize and the offering of the Notes in certain jurisdictions may be restricted by law. This prospectus supplement, the accompanying prospectus and any related free-writing prospectus that we prepare or authorize do not constitute an offer, or an invitation on our behalf or on behalf of the underwriters or any of them, to subscribe to or purchase any of the Notes, and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

The Notes may not be a suitable investment for all investors and you must determine on your own or with the assistance of a financial adviser the suitability of an investment in the Notes in light of your own circumstances. You should not invest in the Notes unless you have the knowledge and expertise, either on your own or with the assistance of a financial adviser, to evaluate how the Notes will perform under changing conditions, the effect on the value of the Notes of the uncertainty relating to whether and how the Notes will be qualified or treated under the Japanese TLAC Standard and applicable resolution measures in Japan, the impact this investment will have on your overall investment portfolio, and the use of proceeds from the sale of the Notes. Prior to making an investment decision, you should consider carefully, in light of your own financial circumstances and investment objectives, all the information contained in this prospectus supplement, the accompanying prospectus and any related free-writing prospectus that we prepare or authorize and in any document incorporated by reference herein and therein and in any applicable supplement to this prospectus supplement.

As used in this prospectus supplement, the terms “MUFG,” “we,” the “Company” and the “Group” generally refer to Mitsubishi UFJ Financial Group, Inc. and its consolidated subsidiaries but, from time to time as the context requires, may refer to Mitsubishi UFJ Financial Group, Inc. as an individual legal entity, except that on the cover page of this prospectus supplement under the heading “Joint Lead Managers and Joint Bookrunners” and on the back cover page of this prospectus supplement under “Prospectus Supplement,” the reference to “MUFG” is to MUFG Securities Americas Inc.

In this prospectus supplement, references to “yen” or “¥” are to Japanese yen, references to “U.S. dollars,” “dollars,” “U.S.$” or “$” are to United States dollars, references to “AU$” are to Australian dollars, references to “euro” or “€” refer to the currency of those member states of the European Union which are participating in the European Economic and Monetary Union pursuant to the Treaty of the European Union, and references to “HK$” are to Hong Kong dollars.

Unless otherwise specified, the financial information presented in this prospectus supplement and our consolidated financial statements, which are incorporated by reference in this prospectus supplement, are prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. Our fiscal year ends on March 31 of each year.

Some of our financial information contained or incorporated by reference herein, where specified, is prepared in accordance with accounting principles generally accepted in Japan, or Japanese GAAP. We report

our financial results in accordance with Japanese GAAP on a quarterly basis for purposes of Japanese banking regulatory reporting requirements, including our regulatory capital reporting requirements, as well as for purposes of Tokyo Stock Exchange and Nagoya Stock Exchange reporting requirements. For purposes of Japanese securities regulatory reporting requirements, we report our financial results in accordance with Japanese GAAP on a semi-annual basis. Any first or third quarter consolidated financial information incorporated by reference in this prospectus supplement has been prepared in accordance with Article 4, Paragraph 1 of the Standards for the Preparation of Quarterly Financial Statements of the Tokyo Stock Exchange and the Nagoya Stock Exchange, or the Standards, and Japanese GAAP, applying the provisions for reduced disclosures as set forth in Article 4, Paragraph 2 of the Standards. Accordingly, such quarterly consolidated financial information is not a complete set of quarterly consolidated financial statements prepared in accordance with Japanese GAAP. The basis of our financial information prepared in accordance with U.S. GAAP may be significantly different in certain respects from the basis of our financial information prepared in accordance with Japanese GAAP. For information on certain differences between U.S. GAAP and Japanese GAAP, see Exhibit 99(b) “Unaudited Reverse Reconciliation of Selected Financial Information” attached to our most recent annual report on Form 20-F, which is incorporated by reference herein. You should consult your own professional advisers, as necessary, for a more complete understanding of the differences among U.S. GAAP, Japanese GAAP, International Financial Reporting Standards and any other generally accepted accounting principles applicable in your jurisdiction and how such differences affect the financial information contained or incorporated by reference herein.

In this prospectus supplement, unless otherwise indicated or the context otherwise requires, all figures are rounded to the figures shown except for our Japanese GAAP financial information and regulatory ratios, which are truncated to the figures shown. In some cases, figures presented in tables are adjusted to match the sum of such figures with the total amount.

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “Financial Instruments and Exchange Act”) and are subject to the Special Taxation Measures Act of Japan (Act No. 26 of 1957, as amended; the “Special Taxation Measures Act”). The Notes may not be offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used in this sentence means any person resident of Japan, including any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and governmental guidelines of Japan. The Notes are not, as part of the distribution by the underwriters pursuant to the underwriting agreement dated the date of this prospectus supplement at any time, to be directly or indirectly offered or sold to, or for the benefit of, any person other than a beneficial owner that is, (i) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with the Company as described in Article 6, Paragraph 4 of the Special Taxation Measures Act (a “specially-related person of the Company”) or (ii) a Japanese financial institution, designated in Article 6, Paragraph 11 of the Special Taxation Measures Act, except as specifically permitted under the Special Taxation Measures Act. BY SUBSCRIBING FOR THE NOTES, AN INVESTOR WILL BE DEEMED TO HAVE REPRESENTED THAT IT IS A PERSON WHO FALLS INTO THE CATEGORY OF (i) OR (ii) ABOVE.

Interest payments on the Notes will generally be subject to Japanese withholding tax unless it is established that such Notes are held by or for the account of a beneficial owner that is (i) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of the Company, (ii) a Japanese designated financial institution described in Article 6, Paragraph 11 of the Special Taxation Measures Act which

iii

complies with the requirement for tax exemption under that paragraph or (iii) a Japanese public corporation, a Japanese financial institution or a Japanese financial instruments business operator described in Article 3-3, Paragraph 6 of the Special Taxation Measures Act which complies with the requirement for tax exemption under that paragraph.

Interest payments on the Notes to an individual resident of Japan, to a Japanese corporation not described in the preceding paragraph, or to an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of the Company will be subject to deduction in respect of Japanese income tax at a current rate of 15.315% (15.15% on or after January 1, 2048) of the amount of such interest. Any of the foregoing statements, including the applicable tax rate and period, is subject to changes in tax laws and regulations in Japan after the date of this document.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS—The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the European Economic Area, or the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended, or MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, or the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended, or the PRIIPs Regulation, for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO U.K. RETAIL INVESTORS—The Notes are not intended to be offered, sold, distributed or otherwise made available to, and should not be offered, sold, distributed or otherwise made available to, any retail investor in the United Kingdom, or the U.K. For these purposes, a retail investor means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, or the EUWA, or the UK MiFIR. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the Notes or otherwise making them available to retail investors in the U.K. has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the U.K. may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

In addition, this prospectus supplement and the accompanying prospectus are being distributed only to and are directed only at persons located outside the U.K. or in the U.K. to (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Financial Promotion Order; or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Financial Promotion Order; or (iii) persons to whom they may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This prospectus supplement and the accompanying prospectus must not be acted on or relied on in the U.K. by persons who are not relevant persons. In the U.K., any investment or investment activity to which this prospectus supplement and the accompanying prospectus relate is only available to, and will be engaged in with, relevant persons.

FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or current facts and include statements regarding our current intent, business plan, targets, belief or expectations or the current belief or current expectations of our management with respect to our results of operations and financial condition, including, among other matters, our problem loans and loan losses contained in our most recent annual report on Form 20-F and other documents incorporated by reference in this prospectus supplement.

In many, but not all, cases, we use words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “hope,” “intend,” “may,” “plan,” “predict,” “probability,” “risk,” “should,” “will,” “would” and similar expressions, as they relate to us or our management, to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially from those which are aimed anticipated, believed, estimated, expected, intended or planned, or otherwise stated.

Our forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ from those in the forward-looking statements as a result of various factors. Important factors that could cause actual results to differ materially from estimates or forecasts contained in the forward-looking statements include those which are discussed in this prospectus supplement, the accompanying prospectus and our most recent annual report on Form 20-F and other documents incorporated by reference in this prospectus supplement and the accompanying prospectus.

You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of their respective dates. We are under no obligation, and disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or developments, or otherwise, unless required by law.

WHERE YOU CAN OBTAIN MORE INFORMATION

We file reports and other information with the SEC. Documents filed with the SEC are available to the public on the SEC’s internet website at http://www.sec.gov.

This prospectus supplement is part of a registration statement on Form F-3 that we filed with the SEC. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities that may be offered from time to time.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” in this prospectus supplement and the accompanying prospectus some or all of the documents we file with the SEC. This means:

•

the information in a document that is incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus;

•

we can disclose important information to you by referring you to those documents; and

•

information that we file with the SEC will automatically update and modify or supersede some of the information included or incorporated by reference in this prospectus supplement and the accompanying prospectus.

This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus supplement or the accompanying prospectus or in any document incorporated by reference herein or therein have been modified or superseded. The accompanying prospectus describes documents that are incorporated by reference into the accompanying prospectus and this prospectus supplement. See “Incorporation of Documents by Reference” in the accompanying prospectus.

The documents incorporated by reference into this prospectus supplement and the accompanying prospectus include:

•

our annual report on Form 20-F for the fiscal year ended March 31, 2025, filed with the SEC on July 7, 2025,

•

our current report on Form 6-K relating to our unaudited financial information under U.S. GAAP as of and for the six months ended September 30, 2025, furnished to the SEC on December 29, 2025,

•

our current report on Form 6-K relating to our unaudited financial information under Japanese GAAP as of and for the nine months ended December 31, 2025, furnished to the SEC on February 9, 2026, except for the forward-looking statements which were made as of the date thereof and any reference therein to information on our website (if any),

•

our current report on Form 6-K relating to our regulatory capital ratios as of December 31, 2025, furnished to the SEC on February 13, 2026, and

•

our current report on Form 6-K relating to changes of Representative Corporate Executives, furnished to the SEC on March 5, 2026.

In addition, we incorporate by reference in this prospectus supplement all subsequent annual reports filed on Form 20-F and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, or the U.S. Exchange Act, and certain reports on Form 6-K, which we furnish to the SEC, if they state that they are incorporated by reference in this prospectus supplement, after the date of this prospectus supplement until the offering contemplated in this prospectus supplement is completed. Reports on Form 6-K we may furnish to the SEC after the date of this prospectus supplement (or portions thereof) are incorporated by reference in this prospectus supplement only to the extent that the report expressly states that it is (or such portions are) incorporated by reference in this prospectus supplement.

Our annual report on Form 20-F for the fiscal year ended March 31, 2025 contains:

•

Report of Independent Registered Public Accounting Firm on page F-3,

•

Consolidated Balance Sheets as of March 31, 2024 and 2025, starting on page F-6,

•

Consolidated Statements of Income for the Fiscal Years ended March 31, 2023, 2024 and 2025, starting on page F-8,

•

Consolidated Statements of Comprehensive Income for the Fiscal Years ended March 31, 2023, 2024 and 2025 on page F-10,

•

Consolidated Statements of Equity for the Fiscal Years ended March 31, 2023, 2024 and 2025, starting on page F-11,

•

Consolidated Statements of Cash Flows for the Fiscal Years ended March 31, 2023, 2024 and 2025, starting on page F-13,

•

Notes to Consolidated Financial Statements, starting on page F-15, and

•

Unaudited Reverse Reconciliation of Selected Financial Information as of and for the fiscal year ended March 31, 2025, filed as Exhibit 99(b).

Our current report on Form 6-K relating to our unaudited financial information under U.S. GAAP as of and for the six months ended September 30, 2025 contains:

•

Condensed Consolidated Balance Sheets (Unaudited), starting on page F-2,

•

Condensed Consolidated Statements of Income (Unaudited), starting on page F-4,

•

Condensed Consolidated Statements of Comprehensive Income (Unaudited) on page F-6,

•

Condensed Consolidated Statements of Equity (Unaudited), starting on page F-7,

•

Condensed Consolidated Statements of Cash Flows (Unaudited), starting on page F-9, and

•

Notes to Condensed Consolidated Financial Statements (Unaudited), starting on page F-11.

We will provide you without charge upon written or oral request a copy of any of the documents that are incorporated by reference in this prospectus supplement. If you would like us to provide you with any of these documents, please contact us at the following address or telephone number: 4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8330, Japan, Attention: Public Relations Office (telephone: +81-3-3240-8111).

Copies of this prospectus supplement as well as copies of documents incorporated by reference in this prospectus supplement that have been published may be inspected, free of charge, at the website of the Luxembourg Stock Exchange at www.luxse.com.

Except as described above, no other information is incorporated by reference in this prospectus supplement (including, without limitation, information on our website at https://www.mufg.jp/).

Selected Financial Data

For certain selected financial data relating to us, see “Item 5. Operating and Financial Review and Prospects—Summary of Financial Data” in our most recent annual report on Form 20-F on file with the SEC incorporated by reference herein.

vii

SUMMARY

This summary highlights some of the information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein. Because this is only a summary, it does not contain all of the information that may be important to you. You should read the entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein carefully, including the section entitled “Risk Factors” and our financial statements and related notes to those statements included in our most recent annual report on Form 20-F and the sections entitled “Risk Factors,” “Use of Proceeds” and “Description of the Notes” in this prospectus supplement, and the sections entitled “Risk Factors,” “Description of Senior Debt Securities” and “Taxation” in the accompanying prospectus, and other information included elsewhere, or incorporated by reference, in this prospectus supplement and the accompanying prospectus, prior to making an investment decision.

Mitsubishi UFJ Financial Group, Inc.

We are a bank holding company incorporated on October 1, 2005 as a joint stock company (kabushiki kaisha) under the Companies Law of Japan (Law No. 86 of 2005, as amended), or the Company Law. We are one of the world’s largest and most diversified financial groups with total assets of ¥397.7 trillion and total deposits of ¥249.0 trillion as of September 30, 2025. We are the holding company for MUFG Bank, Ltd., or the Bank, Mitsubishi UFJ Trust and Banking Corporation, or the Trust Bank, Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., or MUMSS (through Mitsubishi UFJ Securities Holdings Co., Ltd., or the Securities HD, an intermediate holding company), Mitsubishi UFJ NICOS Co., Ltd., Mitsubishi UFJ Asset Management Co., Ltd., and other subsidiaries. We have the largest overseas network among Japanese banks, including Bank of Ayudhya Public Company Limited and PT Bank Danamon Indonesia, Tbk., in over 40 countries. Through our subsidiaries and affiliated companies, we engage in a broad range of financial businesses and services, including commercial banking, investment banking, trust banking and asset management services, securities businesses, and credit card businesses, and provide related services to individuals and corporate customers in Japan and abroad. For a more detailed description of our history and business, see “Item 4. Information on the Company” in our most recent annual report on Form 20-F incorporated by reference herein.

As of December 31, 2025, our external TLAC ratios were 24.87% on a risk-weighted assets basis and 9.52% on a total exposure basis. We are required to maintain external TLAC ratios of 18.0% on a risk-weighted assets basis and 7.10% on a total exposure basis as of the same date. Deposits with the Bank of Japan continue to be excluded from the total exposure for the purpose of the calculation of the external TLAC ratio on a total exposure basis, in light of exceptional macroeconomic conditions and other circumstances. See “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation—Japan—Total loss-absorbing capacity” in our most recent annual report on Form 20-F incorporated by reference herein.

S-1

The Offering

% Senior Callable Fixed-to-Fixed Reset Rate Notes due April , 2030

Notes offered

$ aggregate principal amount of % senior callable fixed-to-fixed reset rate notes due April , 2030.

Issue price

% of the principal amount plus accrued interest, if any, from April , 2026.

Maturity

April , 2030.

In the event that the maturity date or a redemption date of the 4-year notes is not a Business Day (as defined below), the payment of interest and principal in respect of the 4-year notes may be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or the relevant redemption date.

Optional Redemption

We may at our option and in our sole discretion redeem the 4-year notes in whole, but not in part, on April , 2029, subject to the prior confirmation of the Financial Services Agency of Japan, or the FSA (if such confirmation is required under Japanese banking laws and regulations then in effect), at a redemption price equal to the sum of 100% of the principal amount of the 4-year notes plus any accrued and unpaid interest thereon to, but excluding, the redemption date. If we elect to redeem the 4-year notes, we will provide notice at least 30 days and not more than 60 days before the date of redemption. See “Description of the Notes—Optional Redemption” in this prospectus supplement, and “Risk Factors—Risks Related to the Senior Debt Securities—We may redeem the senior debt securities in our sole discretion or at any time for tax reasons, subject to certain conditions.” and “Description of Senior Debt Securities—Optional Redemption and Repurchases—Optional Redemption” in the accompanying prospectus.

See also “—General Terms of the Notes—Redemption for tax reasons” below.

Interest

From (and including) April , 2026 to (but excluding) the 4-year notes Reset Date (as defined below), the 4-year notes will bear interest at the fixed rate of % per annum payable semi-annually in arrears on April and October of each year, with the first interest payment to be made on October , 2026.

From (and including) the 4-year notes Reset Date to (but excluding) April , 2030, the 4-year notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the calculation agent on the 4-year notes Reset Determination

S-4YRFX-1

Date, plus %, payable semi-annually in arrears on October , 2029 and April , 2030.

See “Description of the Notes—Fixed-to-Fixed Reset Rate Notes” and “Risk Factors—Risks Related to the Notes” in this prospectus supplement.

Interest on the 4-year notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

4-year notes Reset Date

April , 2029.

4-year notes Reset Determination Date

The second Business Day immediately preceding the 4-year notes Reset Date.

Business Day

A day which is not a day on which banking institutions in New York City and Tokyo are authorized by law or regulation to close.

Other terms

For more information on the terms of the 4-year notes, including the definition and determination of the U.S. Treasury Rate, redemption, covenants and events of default, see “—General Terms of the Notes” and “Description of the Notes” in this prospectus supplement and “Description of Senior Debt Securities” in the accompanying prospectus.

Calculation Agent

The Bank of New York Mellon or its successor appointed by us pursuant to a calculation agent agreement to be entered into on April , 2026.

Security codes

CUSIP:

ISIN:

Common Code:

S-4YRFX-2

Senior Callable Floating Rate Notes due April , 2032

Notes offered

$ aggregate principal amount of senior callable floating rate notes due April , 2032.

Issue price

% of the principal amount plus accrued interest, if any, from April , 2026.

Maturity

April , 2032.

In the event that the maturity date or a redemption date of the floating rate notes falls on a day that is not a Business Day, the payment of interest and principal in respect of the floating rate notes may be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or the relevant redemption date.

Optional Redemption

We may at our option and in our sole discretion redeem the floating rate notes in whole, but not in part, on April , 2031, subject to the prior confirmation of the Financial Services Agency of Japan, or the FSA (if such confirmation is required under Japanese banking laws and regulations then in effect), at a redemption price equal to the sum of 100% of the principal amount of the floating rate notes plus any accrued and unpaid interest thereon to, but excluding, the redemption date. If we elect to redeem the floating rate notes, we will provide notice at least 30 days and not more than 60 days before the date of redemption. See “Description of the Notes—Optional Redemption” in this prospectus supplement and “Risk Factors—Risks Related to the Senior Debt Securities—We may redeem the senior debt securities in our sole discretion or at any time for tax reasons, subject to certain conditions.” and “Description of Senior Debt Securities—Optional Redemption and Repurchases—Optional Redemption” in the accompanying prospectus.

See also “—General Terms of the Notes—Redemption for tax reasons” below.

Interest

The floating rate notes will bear interest from (and including) April , 2026 to (but excluding) April , 2032 at a floating rate, payable quarterly in arrears on January , April , July and October of each year, with the first interest payment to be made on July , 2026, each subject to adjustments. The interest rate on the floating rate notes for each interest period is a per annum rate equal to Compounded Daily SOFR, plus %, as determined in accordance with the terms of the floating rate notes.

For purposes of the first interest payment on July , 2026, the interest period will begin on (and include) April , 2026. For purposes of the interest payment on the maturity date or any redemption date, the interest period will end on (and exclude) the maturity date or any such redemption date.

S-6YRFL-1

See “Description of the Notes—Floating Rate Notes” and “Risk Factors—Risks Related to the Floating Rate Notes” in this prospectus supplement.

Interest on the floating rate notes will be computed on the basis of the actual number of days and a 360-day year.

Floating Rate Determination Date

The date that is five U.S. Government Securities Business Days before the related interest payment date (or (i) in the final interest period, before the maturity date, or (ii) in the case of any redemption of the floating rate notes, before the redemption date).

“U.S. Government Securities Business Day” means 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.

Business Day

A day which is not a day on which banking institutions in New York City and Tokyo are authorized by law or regulation to close.

Other terms

For more information on the terms of the floating rate notes, including the definition and determination of Compounded Daily SOFR, Benchmark Replacement, redemption, covenants and events of default, see “—General Terms of the Notes” and “Description of the Notes—Floating Rate Notes” in this prospectus supplement and “Description of Senior Debt Securities” in the accompanying prospectus.

Calculation Agent

The Bank of New York Mellon or its successor appointed by us pursuant to a calculation agent agreement to be entered into on April , 2026.

Security codes

CUSIP:

ISIN:

Common Code:

S-6YRFL-2

% Senior Callable Fixed-to-Fixed Reset Rate Notes due April , 2032

Notes offered

$ aggregate principal amount of % senior callable fixed-to-fixed reset rate notes due April , 2032.

Issue price

% of the principal amount plus accrued interest, if any, from April , 2026.

Maturity

April , 2032.

In the event that the maturity date or a redemption date of the 6-year notes is not a Business Day (as defined below), the payment of interest and principal in respect of the 6-year notes may be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or the relevant redemption date.

Optional Redemption

We may at our option and in our sole discretion redeem the 6-year notes in whole, but not in part, on April , 2031, subject to the prior confirmation of the Financial Services Agency of Japan, or the FSA (if such confirmation is required under Japanese banking laws and regulations then in effect), at a redemption price equal to the sum of 100% of the principal amount of the 6-year notes plus any accrued and unpaid interest thereon to, but excluding, the redemption date. If we elect to redeem the 6-year notes, we will provide notice at least 30 days and not more than 60 days before the date of redemption. See “Description of the Notes—Optional Redemption” in this prospectus supplement, and “Risk Factors—Risks Related to the Senior Debt Securities—We may redeem the senior debt securities in our sole discretion or at any time for tax reasons, subject to certain conditions.” and “Description of Senior Debt Securities—Optional Redemption and Repurchases—Optional Redemption” in the accompanying prospectus.

See also “—General Terms of the Notes—Redemption for tax reasons” below.

Interest

From (and including) April , 2026 to (but excluding) the 6-year notes Reset Date (as defined below), the 6-year notes will bear interest at the fixed rate of % per annum payable semi-annually in arrears on April and October of each year, with the first interest payment to be made on October , 2026.

From (and including) the 6-year notes Reset Date to (but excluding) April , 2032, the 6-year notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the calculation agent on the 6-year notes Reset Determination Date, plus %, payable semi-annually in arrears on October , 2031 and April , 2032.

S-6YRFX-1

See “Description of the Notes—Fixed-to-Fixed Reset Rate Notes” and “Risk Factors—Risks Related to the Notes” in this prospectus supplement.

Interest on the 6-year notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

6-year notes Reset Date

April , 2031.

6-year notes Reset Determination Date

The second Business Day immediately preceding the 6-year notes Reset Date.

Business Day

A day which is not a day on which banking institutions in New York City and Tokyo are authorized by law or regulation to close.

Other terms

For more information on the terms of the 6-year notes, including the definition and determination of the U.S. Treasury Rate, redemption, covenants and events of default, see “—General Terms of the Notes” and “Description of the Notes” in this prospectus supplement and “Description of Senior Debt Securities” in the accompanying prospectus.

Calculation Agent

The Bank of New York Mellon or its successor appointed by us pursuant to a calculation agent agreement to be entered into on April , 2026.

Security codes

CUSIP:

ISIN:

Common Code:

S-6YRFX-2

% Senior Callable Fixed-to-Fixed Reset Rate Notes due April , 2037

Notes offered

$ aggregate principal amount of % senior callable fixed-to-fixed reset rate notes due April , 2037.

Issue price

% of the principal amount plus accrued interest, if any, from April , 2026.

Maturity

April , 2037.

In the event that the maturity date or a redemption date of the 11-year notes is not a Business Day (as defined below), the payment of interest and principal in respect of the 11-year notes may be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or the relevant redemption date.

Optional Redemption

We may at our option and in our sole discretion redeem the 11-year notes in whole, but not in part, on April , 2036, subject to the prior confirmation of the Financial Services Agency of Japan, or the FSA (if such confirmation is required under Japanese banking laws and regulations then in effect), at a redemption price equal to the sum of 100% of the principal amount of the 11-year notes plus any accrued and unpaid interest thereon to, but excluding, the redemption date. If we elect to redeem the 11-year notes, we will provide notice at least 30 days and not more than 60 days before the date of redemption. See “Description of the Notes—Optional Redemption” in this prospectus supplement, and “Risk Factors—Risks Related to the Senior Debt Securities—We may redeem the senior debt securities in our sole discretion or at any time for tax reasons, subject to certain conditions.” and “Description of Senior Debt Securities—Optional Redemption and Repurchases—Optional Redemption” in the accompanying prospectus.

See also “—General Terms of the Notes—Redemption for tax reasons” below.

Interest

From (and including) April , 2026 to (but excluding) the 11-year notes Reset Date (as defined below), the 11-year notes will bear interest at the fixed rate of % per annum payable semi-annually in arrears on April and October of each year, with the first interest payment to be made on October , 2026.

From (and including) the 11-year notes Reset Date to (but excluding) April , 2037, the 11-year notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the calculation agent on the 11-year notes Reset Determination Date, plus %, payable semi-annually in arrears on October , 2036 and April , 2037.

S-11YRFX-1

See “Description of the Notes—Fixed-to-Fixed Reset Rate Notes” and “Risk Factors—Risks Related to the Notes” in this prospectus supplement.

Interest on the 11-year notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

11-year notes Reset Date

April , 2036.

11-year notes Reset Determination Date

The second Business Day immediately preceding the 11-year notes Reset Date.

Business Day

A day which is not a day on which banking institutions in New York City and Tokyo are authorized by law or regulation to close.

Other terms

For more information on the terms of the 11-year notes, including the definition and determination of the U.S. Treasury Rate, redemption, covenants and events of default, see “—General Terms of the Notes” and “Description of the Notes” in this prospectus supplement and “Description of Senior Debt Securities” in the accompanying prospectus.

Calculation Agent

The Bank of New York Mellon or its successor appointed by us pursuant to a calculation agent agreement to be entered into on April , 2026.

Security codes

CUSIP:

ISIN:

Common Code:

S-11YRFX-2

% Senior Callable Fixed-to-Fixed Reset Rate Notes due April , 2047

Notes offered

$ aggregate principal amount of % senior callable fixed-to-fixed reset rate notes due April , 2047.

Issue price

% of the principal amount plus accrued interest, if any, from April , 2026.

Maturity

April , 2047.

In the event that the maturity date or a redemption date of the 21-year notes is not a Business Day, the payment of interest and principal in respect of the 21-year notes may be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or the relevant redemption date.

Optional Redemption

We may at our option and in our sole discretion redeem the 21-year notes in whole, but not in part, on April , 2046, subject to the prior confirmation of the FSA (if such confirmation is required under Japanese banking laws and regulations then in effect), at a redemption price equal to the sum of 100% of the principal amount of the 21-year notes plus any accrued and unpaid interest thereon to, but excluding, the redemption date. If we elect to redeem the 21-year notes, we will provide notice at least 30 days and not more than 60 days before the date of redemption. See “Description of the Notes—Optional Redemption” in this prospectus supplement, and “Risk Factors—Risks Related to the Senior Debt Securities—We may redeem the senior debt securities in our sole discretion or at any time for tax reasons, subject to certain conditions.” and “Description of Senior Debt Securities—Optional Redemption and Repurchases—Optional Redemption” in the accompanying prospectus.

See also “—General Terms of the Notes—Redemption for tax reasons” below.

Interest

From (and including) April , 2026 to (but excluding) the 21-year notes Reset Date (as defined below), the 21-year notes will bear interest at the fixed rate of % per annum payable semi-annually in arrears on April and October of each year, with the first interest payment to be made on October , 2026.

From (and including) the 21-year notes Reset Date to (but excluding) April , 2047, the 21-year notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the calculation agent on the 21-year notes Reset Determination Date, plus %, payable semi-annually in arrears on October , 2046 and April , 2047.

S-21YRFX-1

See “Description of the Notes—Fixed-to-Fixed Reset Rate Notes” and “Risk Factors—Risks Related to the Notes” in this prospectus supplement.

Interest on the 21-year notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

21-year notes Reset Date

April , 2046.

21-year notes Reset Determination Date

The second Business Day immediately preceding the 21-year notes Reset Date.

Business Day

A day which is not a day on which banking institutions in New York City and Tokyo are authorized by law or regulation to close.

Other terms

For more information on the terms of the 21-year notes, including the definition and determination of the U.S. Treasury Rate, redemption, covenants and events of default, see “—General Terms of the Notes” and “Description of the Notes” in this prospectus supplement and “Description of Senior Debt Securities” in the accompanying prospectus.

Calculation Agent

The Bank of New York Mellon or its successor appointed by us pursuant to a calculation agent agreement to be entered into on April , 2026.

Security codes

CUSIP:

ISIN:

Common Code:

S-21YRFX-2

General Terms of the Notes

Issuer

Mitsubishi UFJ Financial Group, Inc.

Notes offered

The Company will offer each series of Notes set forth on the cover page of this prospectus supplement and in accordance with the applicable terms set forth elsewhere in this prospectus supplement and the accompanying prospectus.

Issue date

April , 2026.

Ranking of the Notes

Each series of Notes, when issued, will constitute direct, unconditional, unsubordinated and unsecured obligations of the Company and rank senior to all of the existing and future subordinated debt of the Company and equally in right of payment with all of the existing and future unsecured and unsubordinated debt of the Company (except for statutorily preferred exceptions). Each series of Notes will be effectively subordinated to any secured indebtedness incurred by the Company to the extent of the value of the assets securing the same. See also “Risk Factors—Risks Related to the Debt Securities—The debt securities will be structurally subordinated to the liabilities of MUFG’s subsidiaries, including the Bank, the Trust Bank, the Securities HD and MUMSS.” and “Risk Factors—Risks Related to the Debt Securities—The debt securities are intended to qualify as our External TLAC debt as well as our Tier 2 capital or Additional Tier 1 capital, as applicable, and as a result, the value of the debt securities could be materially adversely affected, and you may lose all or a portion of your investments.” in the accompanying prospectus.

Minimum denomination

Each series of Notes will be in denominations of $200,000 or integral multiples of $1,000 in excess thereof. No Notes will be sold in the offering to any purchaser unless the purchaser purchases at least $200,000 in principal amount of a series of Notes.

Additional amounts

All payments of principal and interest in respect of the Notes will be made without withholding or deduction for or on account of withholding taxes imposed by or within Japan, unless such withholding or deduction is required by law. Interest payments on the Notes will generally be subject to Japanese withholding tax with certain exceptions. See “Taxation—Japanese Taxation” in the accompanying prospectus as supplemented by “Taxation—Japanese Taxation” in this prospectus supplement. If the payments are subject to Japanese withholding tax, the Company will pay such additional amounts (subject to certain exceptions) in respect of Japanese taxes as will result in the payment of amounts otherwise receivable absent any deduction or withholding on account of such Japanese taxes. See “Description of Senior Debt Securities—Payment of Additional Amounts” in the accompanying prospectus.

S-GEN-1

References to principal or interest in respect of the Notes shall be deemed to include any additional amounts which may be payable as set forth in the Indenture.

Redemption for tax reasons

A series of Notes may, subject to prior confirmation of the FSA (if such confirmation is required under Japanese banking laws and regulations then in effect), be redeemed at any time, at the option of the Company, in whole, but not in part, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the relevant series of Notes then outstanding plus accrued and unpaid interest to (but excluding) the redemption date, if the Company determines that it is, or on the next interest payment date would be, required to pay additional amounts as described under “Description of Senior Debt Securities—Payment of Additional Amounts” in the accompanying prospectus as a result of any change in, or amendment to, the laws, regulations or rulings of Japan (or of any political subdivision or taxing authority thereof or therein) affecting taxation, or any change in the official application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date of this prospectus supplement, and the requirement cannot be avoided by the Company taking reasonable measures available to it.

No notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay the additional amounts if a payment in respect of such series of Notes were then due. See “Description of Senior Debt Securities—Optional Redemption and Repurchases—Optional Tax Redemption” in the accompanying prospectus.

Use of proceeds

We intend to use the net proceeds from the sale of the Notes to fund the operations of the Bank and the Trust Bank through loans that are intended to qualify as internal total loss-absorbing and recapitalization capacity, or Internal TLAC, debt. See “Use of Proceeds.”

Limitations on the right to obtain attachment under specified circumstances

Each holder of the Notes will be deemed to have acknowledged, accepted, consented and agreed that, for a period of 30 days from the time the Prime Minister confirms that any measures (tokutei dai nigo sochi) set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act of Japan (Act No. 34 of 1971, as amended), or the Deposit Insurance Act, (or any successor provision thereto) need to be applied to the Company, the ability of holders of the Notes and the trustee to enforce the rights under the Indenture and the Notes shall be subject to the limitations on the right to obtain attachment against the Company’s assets set forth in Article 126-16 of the Deposit Insurance Act (or any successor provision thereto).

S-GEN-2

Agreement with respect to certain transfers of business under specified circumstances

Each holder of the Notes will be deemed to have acknowledged, accepted, consented and agreed that the Indenture will not limit any sales, assignments, transfers or conveyances of business made with the permission of a Japanese court in accordance with Article 126-13 of the Deposit Insurance Act (or any successor provision thereto), including any such sales, assignments, transfers or conveyances made pursuant to the authority of the Deposit Insurance Corporation to represent and manage and dispose of the Company’s assets under Article 126-5 of the Deposit Insurance Act (or any successor provision thereto) with the permission of a Japanese court in accordance with Article 126-13 of the Deposit Insurance Act (or any successor provision thereto), which permission may be granted by a Japanese court in accordance therewith if (i) the Company is under special supervision by, or under special control of, the Deposit Insurance Corporation pursuant to the Deposit Insurance Act, and (ii) the Company’s liabilities exceed, or are likely to exceed, its assets, or the Company has suspended, or is likely to suspend, payment of its obligations.

Limited right of set-off

Each holder of the Notes will agree, by the acceptance of any interest in a debt security, that, if (a) the Company shall institute proceedings seeking adjudication of its bankruptcy or seeking reorganization under the Bankruptcy Law, the Civil Rehabilitation Law, the Corporate Reorganization Law, the Company Law or any other similar applicable law of Japan, and so long as such proceedings shall have continued, or a decree or order by any court having jurisdiction shall have been issued adjudging the Company bankrupt or insolvent or approving a petition seeking reorganization under any such laws, and as long as such decree or order shall have continued undischarged or unstayed, or (b) the Company’s liabilities exceed, or may exceed, its assets, or the Company suspends, or may suspend, repayment of its obligations, the holders of the Notes shall not be entitled to exercise any right to set off any of the Company’s liabilities under the Notes against any liabilities of the relevant holder owed to the Company.

No restrictions on incurrence of future indebtedness

The Indenture contains no restrictions on our ability to incur future indebtedness. We may offer and issue any amount of debt securities, including debt securities that are senior or subordinate to, or pari passu with, the Notes, at any time and in any currency and maturity as we deem appropriate. See “Risk Factors—Risks Related to the Senior Debt Securities—The Senior Indenture contains no restrictions on our ability to incur future indebtedness, pledge or dispose of our assets, or make dividend or other payments and provides limited protection against significant corporate events and other actions we may take that could adversely impact your investment in the senior debt securities.” in the accompanying prospectus.

S-GEN-3

Settlement

The Notes will initially be issued to investors only in book-entry form, and will be cleared and settled through DTC (and its participants, including Euroclear and Clearstream, Luxembourg). Fully-registered global notes, or the Global Notes, without coupons, representing the total aggregate principal amount of Notes of each series will be issued and registered in the name of a nominee for DTC, securities depositary for the Notes. Beneficial interests in the Global Notes may be held only through DTC (or any successor clearing system that holds the Global Notes) and its participants, including Euroclear and Clearstream, Luxembourg. Unless and until the Notes in definitive certificated form, or definitive Notes, are issued, the only holder of the Notes will be the nominee of DTC, or the nominee of a successor depositary. Except as described in the accompanying prospectus, a beneficial owner of any interest in a Global Note will not be entitled to receive physical delivery of definitive Notes. Accordingly, each beneficial owner of any interest in a Global Note must rely on the procedures of DTC to exercise any rights under the Notes.

Governing law

The Notes will be, and the Indenture related thereto is, governed by, and construed in accordance with, the laws of the State of New York.

Listing and trading

Trustee, paying agent and registrar

The Bank of New York Mellon.

Delivery of the Notes

Delivery of the Notes is expected on or about April , 2026.

Conflicts of interest

As a result of our beneficially owning more than 10% of the common equity of MUFG Securities Americas Inc. and Morgan Stanley, the parent company of Morgan Stanley & Co. LLC, each an underwriter, a “conflict of interest” exists within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, or FINRA Rule 5121, between us and these underwriters. Accordingly, this offering is being made in compliance with the requirements of FINRA Rule 5121. Because the Notes to be offered will be rated investment grade, pursuant to FINRA Rule 5121, the appointment of a qualified independent underwriter is not necessary. See “Underwriting (Conflicts of Interest).”

S-GEN-4

RISK FACTORS

You should carefully consider the risks described below as well as all the other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus prior to making an investment in our securities.

Risks Related to the Floating Rate Notes

SOFR has a limited history and may be more volatile than other benchmark or market rates, and the future performance of SOFR cannot be predicted based on historical performance.

The interest rate on the floating rate notes is linked to the Secured Overnight Financing Rate, or SOFR, published by the Federal Reserve Bank of New York, or the NY Federal Reserve, as described under “Description of the Notes—Floating Rate Notes.” The publication of SOFR began on April 3, 2018 and, therefore, it has a limited history. Since the publication of SOFR, daily changes in SOFR have, on occasion, been more volatile than daily changes in comparable benchmark or other market rates. The future performance of SOFR cannot be predicted based on its limited historical performance. Prior observed patterns, if any, in the behavior of market variables and their relation to SOFR, such as correlations, may change in the future. While some pre-publication historical data have been released by the NY Federal Reserve, such historical data inherently involve assumptions, estimates and approximations. The future performance of SOFR is impossible to predict and, therefore, no future performance of SOFR or the floating rate notes may be inferred from any of the historical data or historical performance. Hypothetical or historical performance data are not indicative of, and have no bearing on, the potential performance of SOFR or the floating rate notes. Changes in the levels of SOFR will affect the interest rate on the floating rate notes, and, therefore, the return on the floating rate notes and the trading price of the floating rate notes, but it is impossible to predict whether such levels will rise or fall. There can be no assurance that SOFR or Compounded Daily SOFR (as defined below), on which the interest rate on the floating rate notes is based, will be positive.

Any failure of SOFR to maintain market acceptance could adversely affect the floating rate notes.

SOFR may fail to maintain market acceptance. According to the NY Federal Reserve’s Alternative Reference Rates Committee, or the ARRC, SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to the London interbank offered rate for U.S. dollar obligations, or U.S. dollar LIBOR, in part because it is considered a good representation of general funding conditions in the overnight U.S. Treasury repurchase agreement, or repo, market. However, as a rate based on transactions secured by U.S. Treasury securities, SOFR does not measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that market participants will not consider SOFR a suitable substitute or successor for all of the purposes for which U.S. dollar LIBOR historically was used (including, without limitation, as a representation of the unsecured short-term funding costs of banks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to maintain market acceptance could adversely affect the return on, value of and market for the floating rate notes.

SOFR differs fundamentally from, and may not be a comparable substitute for, U.S. dollar LIBOR.

The composition and characteristics of SOFR are not the same as those of U.S. dollar LIBOR. Because SOFR is a broad U.S. Treasury repo financing rate that represents overnight secured funding transactions, SOFR is not the economic equivalent of, and is fundamentally different from, U.S. dollar LIBOR. For example, SOFR is a secured overnight rate, while U.S. dollar LIBOR was an unsecured rate. In addition, because SOFR is a transaction-based rate, it is backward-looking, whereas U.S. dollar LIBOR was a forward-looking rate that represented interbank funding over different maturities. Because of these and other differences, there can be no assurance that SOFR will perform in the same way that U.S. dollar LIBOR would have performed at any time, including, without limitation, as a result of changes in interest and yield rates in the market, bank credit risk, market volatility, or global or regional economic, financial, political, geopolitical, regulatory, judicial or other events, or that SOFR is a comparable substitute for U.S. dollar LIBOR.

SP-1

The secondary trading market for the floating rate notes may be limited.

Since SOFR is a relatively new market index, the floating rate notes are expected to have no established trading market when issued, and an established trading market for the floating rate notes may never develop or may not be liquid. If SOFR does not prove to be widely used as a benchmark in securities that are similar or comparable to the floating rate notes, pricing volatility and market risk related to the floating rate notes may increase. The trading prices of the floating rate notes may be lower than those of securities that are linked to rates that are more widely used. In addition, market terms of securities that are linked to SOFR may evolve over time and, as a result, the trading prices of the floating rate notes may be lower than those of SOFR-linked securities that are issued at a later time. You may not be able to sell the floating rate notes at prices that will provide you with a yield comparable to similar investments that have a developed secondary market or may not be able to sell the floating rate notes at all.

The manner of adoption or application of reference rates based on SOFR in the bond market may differ materially compared with the adoption and application of SOFR in other markets, such as the derivatives and loan markets, including the manner of adoption or application by us. You should carefully consider how any potential inconsistencies between the adoption and application of reference rates based on SOFR across these markets may impact any hedging or other financial arrangements which you may put in place in connection with any acquisition, holding or disposal of the floating rate notes.

The administrator of SOFR may make changes that could change the value of SOFR or discontinue SOFR and has no obligation to consider your interests in doing so.

Because SOFR is published by the NY Federal Reserve based on data received from other sources, we have no control over its determination, calculation or publication. The NY Federal Reserve (or a successor), as administrator of SOFR, may make methodological or other changes that could change the value of SOFR, including changes related to the method by which SOFR is calculated, eligibility criteria applicable to the transactions used to calculate SOFR, or timing related to the publication of SOFR. If the manner in which SOFR is calculated is changed, that change may result in a reduction in the amount of interest that accrues on the floating rate notes, which may adversely affect the trading price of the floating rate notes. In addition, the NY Federal Reserve may adjust, alter, suspend or discontinue calculation or dissemination of SOFR in its sole discretion and without notice, in which case a fallback method of determining the interest rate on the floating rate notes may apply as described under “Description of the Notes—Floating Rate Notes—Benchmark Transition.” The NY Federal Reserve has no obligation to consider your interests in calculating, adjusting, altering, suspending, discontinuing or making other changes to SOFR.

If SOFR is modified or discontinued, the floating rate notes may bear interest by reference to a rate other than Compound Daily SOFR, and such replacement rate may not be a comparable substitute for Compounded Daily SOFR and could adversely affect the value of the floating rate notes.

If we or our designee determines that a Benchmark Transition Event (as defined below) and its related Benchmark Replacement Date (as defined below) have occurred in respect of SOFR, then the interest rate on the floating rate notes will no longer be determined by reference to SOFR but instead will be determined by reference to a different rate, subject to certain adjustments. Such rate is referred to as a “Benchmark Replacement” and is further described under “Description of the Notes—Floating Rate Notes—Benchmark Transition.” If a particular Benchmark Replacement (as defined below) or Benchmark Replacement Adjustment (as defined below) cannot be determined, then the next-available Benchmark Replacement or Benchmark Replacement Adjustment will apply. These replacement rates and adjustments may be selected, recommended or formulated by (i) the Relevant Governmental Body (as defined below) such as the ARRC, (ii) the International Swaps and Derivatives Association, Inc., or ISDA, or (iii) in certain circumstances, us or our designee. In addition, the terms of the floating rate notes expressly authorize us or our designee to make certain changes, which are referred to as “Benchmark Replacement Conforming Changes,” with respect to, among other things, the definition and interpretation of “Floating Rate Interest Period” (as defined below), the timing and frequency

SP-2

of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters. The selection and determination of a Benchmark Replacement, the calculation of the interest rate on the floating rate notes by reference to a Benchmark Replacement (including the application of a Benchmark Replacement Adjustment), any implementation of Benchmark Replacement Conforming Changes and any other determinations, decisions or elections that may be made under the terms of the floating rate notes in connection with a Benchmark Transition Event could adversely affect the applicable interest rate on, the return on, value of and market for the floating rate notes.

In addition, the Benchmark Replacement may have a limited history, and the future performance of the Benchmark Replacement may not be predicted based on historical performance. Any failure of the Benchmark Replacement to gain market acceptance could adversely affect the return on, value of and market for the floating rate notes. The composition and characteristics of the Benchmark Replacement will not be the same as those of SOFR, and the Benchmark Replacement may not be the economic equivalent of SOFR. The Benchmark Replacement may not perform in the same way that SOFR or any other benchmark or market rates would have performed at any time and may not be a comparable substitute for SOFR or any other benchmark or market rates. The Benchmark Replacement may be more volatile than SOFR or other benchmark or market rates. The secondary trading market for securities linked to the Benchmark Replacement may be limited. The administrator of the Benchmark Replacement may make changes that could change the value of the Benchmark Replacement or discontinue the Benchmark Replacement and has no obligation to consider your interests in doing so. Due to these and other reasons, a Benchmark Transition Event may adversely affect the return on, value of and market for the floating rate notes.

We or our designee may make determinations, decisions and elections that may affect the return on, value of and market for the floating rate notes.

Under the terms of the floating rate notes, we or our designee may make certain determinations, decisions and elections with respect to the floating rate notes, as described under “Description of the Notes—Floating Rate Notes,” which may adversely affect the return on, value of and market for the floating rate notes. Such determinations, decisions and elections will be made in our sole discretion or by our designee after consultation with us without your consent. For example, if we or our designee determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, then we or our designee will determine, among other things, the Benchmark Replacement, the Benchmark Replacement Adjustment and the Benchmark Replacement Conforming Changes. Certain determinations, decisions and elections may require the exercise of discretion and subjective judgments, such as with respect to the occurrence or non-occurrence of a Benchmark Transition Event and any Benchmark Replacement, Benchmark Replacement Adjustment and Benchmark Replacement Conforming Changes. In addition, a Benchmark Replacement may involve more discretion in respect of the calculation of the interest rate on the floating rate notes compared to the calculation of the interest rate based on Compounded Daily SOFR. We may designate as our designee an entity that is our affiliate to make any such determination, decision or election. Any exercise of discretion or subjective judgment by us or our designee under the terms of the floating rate notes may present a conflict of interest. Our or our designee’s interests in making the determinations, decisions and elections described above may be adverse to your interests as a holder of the floating rate notes. All determinations, decisions and elections by us or our designee, as well as those made by the calculation agent, will be final, conclusive and binding on you absent manifest error.

The interest rate on the floating rate notes is based on Compounded Daily SOFR, which is relatively new in the marketplace.

For each Floating Rate Interest Period, the interest rate on the floating rate notes is based on Compounded Daily SOFR, a rate calculated using the specific formula described under “Description of the Notes—Floating Rate Notes—Compounded Daily SOFR,” which is relatively new in the market, and is not based on SOFR published on or in respect of a particular date during such Floating Rate Interest Period or an average of SOFR during such period. For this and other reasons, the interest rate on the floating rate notes during any Floating Rate Interest Period will differ from the interest rate on other SOFR-linked investments that use an alternative basis to

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determine the applicable interest rate. In addition, if SOFR in respect of a particular date during the SOFR Observation Period (as defined below) for a Floating Rate Interest Period is negative, the inclusion of such daily rate in the calculation of Compounded Daily SOFR will reduce the interest payable on the floating rate notes for such Floating Rate Interest Period. However, in no event will the interest payable on the floating rate notes for any Floating Rate Interest Period be less than zero, nor will it be higher than the maximum rate permitted by applicable laws and regulations.

Limited market precedents exist for securities that use SOFR as the interest rate, and the method for calculating an interest rate based on SOFR in those precedents varies. Accordingly, the specific formula for Compounded Daily SOFR used for determining the interest payable on the floating rate notes may not be widely adopted by other market participants. If the market adopts, or if we adopt in any subsequently issued notes, a calculation method that differs from that for the floating rate notes, the return on, value of and market for the floating rate notes may be adversely affected.

The amount of interest payable with respect to each Floating Rate Interest Period will be determined near the end of such Floating Rate Interest Period.

The level of Compounded Daily SOFR applicable to each Floating Rate Interest Period and, therefore, the amount of interest payable with respect to such Floating Rate Interest Period will be determined on the relevant Floating Rate Determination Date (as defined below), which is five U.S. Government Securities Business Days (as defined below) prior to the relevant Floating Rate Interest Payment Date (as defined below) (or (i) in the final Floating Rate Interest Period, before the Floating Rate Notes Maturity Date (as defined below), or (ii) in the case of any redemption of the floating rate notes, before the redemption date). Because each such date is near the end of the relevant Floating Rate Interest Period, you will not know the amount of interest payable with respect to the relevant Floating Rate Interest Period until shortly before the relevant Floating Rate Interest Payment Date, and you may not be able to reliably estimate the amount of interest that will be payable on each Floating Rate Interest Payment Date.

For the final Floating Rate Interest Period, the level of SOFR for any day from, and including, the fifth U.S. Government Securities Business Day prior to the redemption date of the floating rate notes to, but excluding, such redemption date will not be included in the calculation of Compounded Daily SOFR. As a result, you will not receive the benefit of any increase in the level of SOFR beyond the level for such U.S. Government Securities Business Day in connection with the determination of the interest payable with respect to the final Floating Rate Interest Period.

In addition, the foregoing terms of the floating rate notes relating to interest determination and any discouraging effect such terms may have on the willingness or ability of investors to purchase or trade in the floating rate notes may adversely affect the liquidity and the trading price of the floating interest notes.

We or our affiliates may participate in press activities or publish research that may affect the market value of the floating rate notes.

We or one or more of our affiliates may participate in press activities or publish research reports with respect to movements in interest rates generally or specifically with respect to SOFR or certain other benchmark rates. Such press activities or research reports may be modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing, holding or selling the floating rate notes. Any of these activities and reports may affect the market value of the floating rate notes.

Risks Related to the Fixed-to-Fixed Reset Rate Notes

The interest rate on the fixed-to-fixed reset rate notes of each series will reset on the applicable Reset Date.

The interest rate on the fixed-to-fixed reset rate notes of each series will initially be the fixed per annum rate set forth on the cover page of this prospectus supplement from (and including) the issue date to (but excluding)

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the applicable Reset Date (as defined below). From (and including) the applicable Reset Date to (but excluding) the applicable maturity date, the interest rate on the fixed-to-fixed reset rate notes of each series will be reset to a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the calculation agent on the applicable Reset Determination Date (as defined below), plus the spread set forth on the cover page of this prospectus supplement. As a result, the interest rate on the fixed-to-fixed reset rate notes of each series following the applicable Reset Date may be less than the applicable initial interest rate, which would affect the amount of any interest payments under the fixed-to-fixed reset rate notes of each series and, by extension, could affect their market value.

The historical U.S. Treasury Rates are not an indication of future U.S. Treasury Rates.

The interest rate on the fixed-to-fixed reset rate notes of each series from (and including) the applicable Reset Date to (but excluding) the applicable maturity date will be reset to a fixed per annum rate to be determined based on the applicable U.S. Treasury Rate on the applicable Reset Determination Date. In the past, U.S. Treasury Rates have experienced significant fluctuations. You should note that historical levels, fluctuations and trends of U.S. Treasury Rates are not necessarily indicative of future levels. Any historical upward or downward trend in U.S. Treasury Rates is not an indication that U.S. Treasury Rates are more or less likely to increase or decrease at any time, and you should not take the historical U.S. Treasury Rates as an indication of future rates. You bear the financial risks of fluctuations in the U.S. Treasury Rates and their effect on the interest on, and the market value of, the fixed-to-fixed reset rate notes.

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USE OF PROCEEDS

The net proceeds from the sale of the Notes are estimated to be approximately $ million after deduction of the underwriting compensation and the estimated expenses payable by us in connection with the offer and sale of the Notes. We intend to use the net proceeds from the sale of the Notes to fund the operations of the Bank and the Trust Bank through loans that are intended to qualify as Internal TLAC debt. See “Risk Factors—Risks Related to the Debt Securities—The debt securities will be structurally subordinated to the liabilities of MUFG’s subsidiaries, including the Bank, the Trust Bank, the Securities HD and MUMSS.” and “Risk Factors—Risks Related to the Debt Securities—The debt securities are intended to qualify as our External TLAC debt as well as our Tier 2 capital or Additional Tier 1 capital, as applicable, and as a result, the value of the debt securities could be materially adversely affected, and you may lose all or a portion of your investments.” in the accompanying prospectus.

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CAPITALIZATION AND INDEBTEDNESS

The table below sets forth our capitalization and indebtedness as of September 30, 2025:

•

on an actual basis, and

•

on an as adjusted basis to give effect to the offering of the Notes.


	At September 30, 2025⁽⁹⁾
	Actual			As Adjusted
	(in millions)
Total short-term borrowings⁽¹⁾	¥	64,155,195		¥	64,155,195

Long-term debt:
Obligations under finance leases		20,841			20,841
Unsubordinated debt⁽²⁾		16,563,354			16,563,354
Subordinated debt⁽³⁾		5,621,087			5,621,087
Obligations under loan securitization transactions		287,078			287,078
Notes offered hereby		—
Debt issuance costs		(17,510	)

Total long-term debt		22,474,850

Shareholders’ equity:
Capital stock, with no stated value (common stock authorized: 33,000,000,000 shares; common stock issued: 12,067,710,920 shares)⁽⁴⁾⁽⁵⁾		2,090,270			2,090,270
Capital surplus		4,299,510			4,299,510
Retained earnings:⁽⁶⁾
Appropriated for legal reserve		239,571			239,571
Unappropriated retained earnings		10,535,168			10,535,168
Accumulated other comprehensive income, net of taxes		2,389,475			2,389,475
Treasury stock, at cost: 685,760,829 common shares^(5)(7)(8)		(975,719	)		(975,719	)

Total shareholders’ equity		18,578,275			18,578,275

Noncontrolling interests		1,086,450			1,086,450

Total equity		19,664,725			19,664,725

Total capitalization and indebtedness	¥	42,139,575		¥

Notes:

(1)	Total short-term borrowings consist of call money, funds purchased, payables under repurchase agreements, payables under securities lending transactions, due to trust account and other short-term borrowings.

(2)	MUFG and the Securities HD issued ¥553.4 billion aggregate principal amount of unsubordinated bonds between October 1, 2025 and March 31, 2026. During the same period, MUFG and the Securities HD redeemed ¥464.4 billion aggregate principal amount of unsubordinated bonds.

(3)	MUFG issued ¥10.0 billion aggregate principal amount of subordinated bonds between October 1, 2025 and March 31, 2026. During the same period, MUFG, the Bank and the Trust Bank redeemed ¥351.0 billion aggregate principal amount of subordinated bonds.

(4)	All of the issued common shares are fully paid.

(5)

MUFG canceled 200,000,000 shares of its common stock held in treasury on November 28, 2025. MUFG repurchased 94,456,300 shares of its common stock for ¥250.0 billion in November 2025 through February 2026 under a share repurchase program that was adopted by MUFG’s board of directors on November 14, 2025. Under the share repurchase program, MUFG was authorized to repurchase up to the lesser of 130,000,000 shares of its common stock and ¥250.0 billion between November 17, 2025 and February 27, 2026.

(6)	In December 2025, MUFG paid cash dividends of ¥35.0 per share of its common stock, totaling ¥399.2 billion, to the shareholders of record as of September 30, 2025.

(7)

Between October 1, 2025 and March 31, 2026, MUFG repurchased 12,896 shares of its common stock upon request of holders of less than one unit of shares, and MUFG delivered 260 shares of its common stock upon request of any holder of less than one unit of shares to make such holder’s holding one full unit of shares.

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(8)

Between October 1, 2025 and March 31, 2026, 73,654 shares of MUFG common stock previously held in the equity incentive plan trusts established for our director and officer stock compensation plans in Japan and the employee stock ownership plan trust established for our employee share-based compensation plan in Japan were delivered to the qualified plan grantees or sold on the open market. The shares held in the trusts are treated as treasury shares.

(9)	The following foreign currency exchange rates as of September 30, 2025 are used in the table and notes above: ¥148.88 = U.S.$1.00; ¥97.89 = AU$1.00; ¥174.47 = €1.00; ¥19.13 = HK$1.00.

Except as described in the notes above and for the effect of net income earned since October 1, 2025, there has been no material change in our capitalization and indebtedness since September 30, 2025.

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DESCRIPTION OF THE NOTES

The following description of the Notes supplements and, to the extent inconsistent therewith, replaces the description of the general terms and provisions of our senior debt securities set forth in the accompanying prospectus under the heading “Description of Senior Debt Securities.” It is important for you to consider the information contained in this prospectus supplement and in the accompanying prospectus and any applicable free writing prospectus, including any pricing term sheet, in making your investment decision with respect to the Notes. Whenever a defined term is used but not defined in this section, the definition of that term is contained in the accompanying prospectus or in the Indenture referred to herein or therein.

General

The 4-year notes will be initially issued in an aggregate principal amount of $ and, unless previously redeemed or otherwise cancelled, will mature on April , 2030. During the 4-year notes initial fixed rate period (as defined below), the 4-year notes will bear interest at the fixed rate of % per annum, payable semi-annually in arrears on April and October of each year, commencing on October , 2026. During the 4-year notes reset fixed rate period (as defined below), the 4-year notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the calculation agent on the 4-year notes Reset Determination Date, plus % (the “4-year notes Reset Fixed Rate”), payable semi-annually in arrears on October , 2029 and April , 2030 (each such interest payment date, a “4-year notes reset rate interest payment date”). The “4-year notes initial fixed rate period” is from, and including, April , 2026 to, but excluding, April , 2029 (the “4-year notes Reset Date”), and the “4-year notes reset fixed rate period” is from, and including, the 4-year notes Reset Date to, but excluding, April , 2030. For more information on the calculation of interest during the 4-year notes reset fixed rate period, see “—Fixed-to-Fixed Reset Rate Notes—Reset Fixed Rate Period” below.

The floating rate notes will be initially issued in an aggregate principal amount of $ and, unless previously redeemed or otherwise cancelled, will mature on April , 2032 (the “Floating Rate Notes Maturity Date”). The floating rate notes will bear interest at a rate per annum equal to Compounded Daily SOFR (as defined under “—Floating Rate Notes—Compounded Daily SOFR” below) plus % (the “Margin”), payable quarterly in arrears on January , April , July and October of each year, commencing July , 2026, subject to adjustments as described below (each, a “Floating Rate Interest Payment Date”), and ending on the Floating Rate Notes Maturity Date or, if redeemed early, the date of such redemption. For more information on the calculation of Compounded Daily SOFR, see “—Floating Rate Notes—Compounded Daily SOFR” below.

The 6-year notes will be initially issued in an aggregate principal amount of $ and, unless previously redeemed or otherwise cancelled, will mature on April , 2032. During the 6-year notes initial fixed rate period (as defined below), the 6-year notes will bear interest at the fixed rate of % per annum, payable semi-annually in arrears on April and October of each year, commencing on October , 2026. During the 6-year notes reset fixed rate period (as defined below), the 6-year notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the calculation agent on the 6-year notes Reset Determination Date, plus % (the “6-year notes Reset Fixed Rate”), payable semi-annually in arrears on October , 2031 and April , 2032 (each such interest payment date, a “6-year notes reset rate interest payment date”). The “6-year notes initial fixed rate period” is from, and including, April , 2026 to, but excluding, April , 2031 (the “6-year notes Reset Date”), and the “6-year notes reset fixed rate period” is from, and including, the 6-year notes Reset Date to, but excluding, April , 2032. For more information on the calculation of interest during the 6-year notes reset fixed rate period, see “—Fixed-to-Fixed Reset Rate Notes—Reset Fixed Rate Period” below.

The 11-year notes will be initially issued in an aggregate principal amount of $ and, unless previously redeemed or otherwise cancelled, will mature on April , 2037. During the 11-year notes initial fixed rate period (as defined below), the 11-year notes will bear interest at the fixed rate of % per annum, payable semi-annually in arrears on April and October of each year, commencing on October , 2026. During the

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11-year notes reset fixed rate period (as defined below), the 11-year notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the calculation agent on the 11-year notes Reset Determination Date, plus % (the “11-year notes Reset Fixed Rate”), payable semi-annually in arrears on October , 2036 and April , 2037 (each such interest payment date, a “11-year notes reset rate interest payment date”). The “11-year notes initial fixed rate period” is from, and including, April , 2026 to, but excluding, April , 2036 (the “11-year notes Reset Date”), and the “11-year notes reset fixed rate period” is from, and including, the 11-year notes Reset Date to, but excluding, April , 2037. For more information on the calculation of interest during the 11-year notes reset fixed rate period, see “—Fixed-to-Fixed Reset Rate Notes—Reset Fixed Rate Period” below.

The 21-year notes will be initially issued in an aggregate principal amount of $ and, unless previously redeemed or otherwise cancelled, will mature on April , 2047. During the 21-year notes initial fixed rate period (as defined below), the 21-year notes will bear interest at the fixed rate of % per annum, payable semi-annually in arrears on April and October of each year, commencing on October , 2026. During the 21-year notes reset fixed rate period (as defined below), the 21-year notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the calculation agent on the 21-year notes Reset Determination Date, plus % (the “21-year notes Reset Fixed Rate”), payable semi-annually in arrears on October , 2046 and April , 2047 (each such interest payment date, a “21-year notes reset rate interest payment date”). The “21-year notes initial fixed rate period” is from, and including, April , 2026 to, but excluding, April , 2046 (the “21-year notes Reset Date”), and the “21-year notes reset fixed rate period” is from, and including, the 21-year notes Reset Date to, but excluding, April , 2047. For more information on the calculation of interest during the 21-year notes reset fixed rate period, see “—Fixed-to-Fixed Reset Rate Notes—Reset Fixed Rate Period” below.

The Notes will be repaid at maturity at a price of 100% of the principal amount thereof. The Notes of each series may be redeemed at the option and in the sole discretion of the Company on the date that is one year prior to the maturity date of such series of Notes as described under “—Optional Redemption” below. In addition, the Notes of each series may be redeemed at any time prior to maturity in the circumstances described under “Description of Senior Debt Securities—Optional Redemption and Repurchases—Optional Tax Redemption” in the accompanying prospectus.

The Company will pay the principal of and interest on the Notes in U.S. dollars or in such other coin or currency of the United States as at the time of payment is legal tender for the payment of public and private debts.

Floating Rate Notes

Interest on the floating rate notes will accrue from (and including) the issue date described under “Summary—General Terms of the Notes” to (but excluding) the Floating Rate Notes Maturity Date or, if redeemed early, the date of such redemption. Interest will be paid on each Floating Rate Interest Payment Date to the holders of record as at 5:00 p.m. (New York City time) on the day five Business Days immediately preceding such Floating Rate Interest Payment Date. If any Floating Rate Interest Payment Date (which, as defined and used in this prospectus supplement, does not include the Floating Rate Notes Maturity Date or any redemption date) falls on a day that is not a Business Day, such Floating Rate Interest Payment Date will be adjusted in accordance with the Modified Following Business Day Convention.

“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 Floating Rate Notes Maturity Date or any 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, may be paid on the next

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succeeding Business Day with the same force and effect as if made on the Floating Rate Notes Maturity Date or such redemption date, and no interest shall accrue from and after the Floating Rate Notes Maturity Date or such redemption date due to such postponement. Postponement of this kind will not result in a default under the floating rate notes.

“Business Day” as used under “—Floating Rate Notes” means a day which is not a day on which banking institutions in New York City and Tokyo are authorized by law or regulation to close.

As further described herein, as of each Floating Rate Determination Date (as defined below), the calculation agent will calculate the interest rate for the relevant Floating Rate Interest Period (as defined under “—Floating Rate Notes—Compounded Daily SOFR” below) and the amount of accrued interest payable on the floating rate notes on the related Floating Rate Interest Payment Date by multiplying (i) the outstanding principal amount of the floating rate notes by (ii) the product of (a) the interest rate for the relevant Floating Rate Interest Period multiplied by (b) the number of days in the relevant Floating Rate Interest Period divided by 360 and rounding the resulting figure to the nearest cent (with one-half cent being rounded upwards).

Secured Overnight Financing Rate

SOFR is published by the NY Federal Reserve and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities.

The NY Federal Reserve notes on its publication page for SOFR that use of SOFR is subject to important limitations, indemnification obligations and disclaimers, including that the NY Federal Reserve may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice.

Compounded Daily SOFR

“Compounded Daily SOFR” means, in respect of each Floating Rate Interest Period, the rate of return on a daily compounded interest investment during the relevant SOFR Observation Period (with daily SOFR used as the reference rate for the calculation of interest) and will be determined by the calculation agent as of the relevant Floating Rate Determination Date in accordance with the following formula:

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with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 per cent. being rounded upwards (e.g., 9.876541 per cent. (or 0.09876541) being rounded down to 9.87654 per cent. (or 0.0987654) and 9.876545 per cent. (or 0.09876545) being rounded up to 9.87655 per cent. (or 0.0987655)), and where:

“SOFR_i” for any U.S. Government Securities Business Day (as defined below) “i” in the relevant SOFR Observation Period, is equal to the SOFR reference rate for that U.S. Government Securities Business Day “i”;

“d” means the number of calendar days in the relevant SOFR Observation Period;

“d_o” means the number of U.S. Government Securities Business Days in the relevant SOFR Observation Period;

“i” means a series of whole numbers ascending from one to d_o, representing each U.S. Government Securities Business Day in chronological order from (and including) the first U.S. Government Securities Business Day in the relevant SOFR Observation Period (each, a “U.S. Government Securities Business Day “i””);

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“n_i”, for any U.S. Government Securities Business Day “i”, means the number of calendar days from (and including) such U.S. Government Securities Business Day “i” up to (but excluding) the following U.S. Government Securities Business Day;

“Floating Rate Determination Date” means the date that is five U.S. Government Securities Business Days before the related Floating Rate Interest Payment Date (or (i) in the final Floating Rate Interest Period, before the Floating Rate Notes Maturity Date, or (ii) in the case of any redemption of the floating rate notes, before the redemption date);

“Floating Rate Interest Period” means each period beginning from (and including) the issue date described under “Summary—General Terms of the Notes” to (but excluding) the first Floating Rate Interest Payment Date, from (and including) any Floating Rate Interest Payment Date to (but excluding) the next Floating Rate Interest Payment Date, and from (and including) any Floating Rate Interest Payment Date immediately preceding the Floating Rate Notes Maturity Date or any redemption date to (but excluding) the Floating Rate Notes Maturity Date or such redemption date;

“SOFR” means, in respect of a U.S. Government Securities Business Day, the reference rate determined by the calculation agent in accordance with the following provision:

(i)

the Secured Overnight Financing Rate published for such U.S. Government Securities Business Day at the SOFR Determination Time on the SOFR Administrator’s Website; or

(ii)

if the reference rate specified in (i) above does not appear, unless both a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined below) have occurred, the Secured Overnight Financing Rate published on the SOFR Administrator’s Website for the most recent preceding U.S. Government Securities Business Day for which the Secured Overnight Financing Rate was published on the SOFR Administrator’s Website;

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, or any successor source;

“SOFR Determination Time” means 3:00 p.m. (New York City time) on the immediately following U.S. Government Securities Business Day;

“SOFR Observation Period” means (i) in respect of each Floating Rate Interest Period (except as provided in clause (ii) below), the period from, and including, the date that is five U.S. Government Securities Business Days preceding the first date in such Floating Rate Interest Period to, but excluding, the date that is five U.S. Government Securities Business Days preceding the Floating Rate Interest Payment Date for such Floating Rate Interest Period, and (ii) in respect of any Floating Rate Interest Period for which any interest is payable on the Floating Rate Notes Maturity Date or the date of any redemption of the floating rate notes, the period from, and including, the date that is five U.S. Government Securities Business Days preceding the first date in such Floating Rate Interest Period to, but excluding, the date that is five U.S. Government Securities Business Days before the Floating Rate Notes Maturity Date or such redemption date; and

Notwithstanding anything to the contrary in the documentation relating to the floating rate notes, if the Company or its designee determines on or prior to the relevant Reference Time (as defined below) that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to determining Compounded Daily SOFR or the then-current Benchmark (as defined below), then the provisions set forth below under “—Benchmark Transition” (the “Benchmark Transition provisions”) will thereafter apply to all determinations of the rate of interest payable on the floating rate notes.

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For the avoidance of doubt, in accordance with the Benchmark Transition provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the rate of interest payable for each Floating Rate Interest Period on the floating rate notes will be an annual rate equal to the sum of the Benchmark Replacement (as defined below) and the Margin.

The Bank of New York Mellon will initially serve as calculation agent for the floating rate notes. The calculation agent will, as of the Floating Rate Determination Date, calculate Compounded Daily SOFR or the then-current Benchmark and the Benchmark Replacement Adjustment, and the applicable interest rate and the amount of interest payable for each Floating Rate Interest Period with respect to the floating rate notes.

All determinations and calculations made in connection with Compounded Daily SOFR or the then-current Benchmark and the Benchmark Replacement Adjustment and Benchmark Replacement Conforming Changes, and the applicable interest rate and amount for each Floating Rate Interest Period, whether by the Company, its designee or the calculation agent, in the absence of manifest error, will be final and conclusive for all purposes and binding on the Company, the trustee, the calculation agent, the paying agent and the holders of the floating rate notes.

The rate of interest for the floating rate notes will in no event be higher than the maximum rate permitted by applicable laws and regulations or lower than 0% per annum.

The calculation agent will cause the interest rates, the number of days and the interest amounts for current and preceding Floating Rate Interest Periods and the relevant record dates and Floating Rate Interest Payment Dates to be notified to the Company, the trustee, the paying agent and DTC, and such information will be notified or published to the holders of the floating rate notes through DTC or through another reasonable manner as soon as possible after the calculation with respect to the current Floating Rate Interest Period is completed.

Benchmark Transition

Notwithstanding anything to the contrary in the documentation relating to the floating rate notes, if the Company or its designee determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the then-current Benchmark, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the floating rate notes in respect of all determinations on the date to which such relevant Reference Time belongs and for all determinations on all subsequent dates.

In connection with the implementation of a Benchmark Replacement, the Company or its designee will have the right to make Benchmark Replacement Conforming Changes (as defined below) from time to time without consent from the holders of the floating rate notes or any other party.

Any determination, decision or election that may be made by the Company or its designee pursuant to these Benchmark Transition provisions, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection (i) will be final and conclusive for all purposes and binding on the Company, its designee, the trustee, the paying agent, the calculation agent and any other agents and the holders of the floating rate notes in the absence of manifest error, (ii) if made by the Company, will be made in its sole discretion, (iii) if made by the Company’s designee, will be made after consultation with the Company, and the designee will not make any such determination, decision or election to which the Company objects and (iv) notwithstanding anything to the contrary in the documentation relating to the floating rate notes, shall become effective without consent from the holders of the floating rate notes or any other party.

Any determination, decision or election pursuant to these Benchmark Transition provisions not made by the Company’s designee will be made by the Company on the basis as described above. In addition, notwithstanding anything to the contrary in the documentation relating to the floating rate notes, the Company may designate as

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its designee an entity (which may be the Company’s affiliate) to make any determination, decision or election that the Company has the right to make in connection with these Benchmark Transition provisions.

The Company or its designee will promptly cause the determination of the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes to be notified to the trustee, the paying agent, the calculation agent and the holders of the floating rate notes; provided that failure to give such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination.

For purposes of these Benchmark Transition provisions:

“Benchmark” means, initially, Compounded Daily SOFR; provided that if the Company or its designee determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded Daily SOFR (including any daily published component used in the calculation thereof) or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement;

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Company or its designee as of the Benchmark Replacement Date:

(i)

the sum of:

(a)

the alternate reference rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark (including any daily published component used in the calculation thereof) for the Corresponding Tenor; and

(b)

the Benchmark Replacement Adjustment;

(ii)

the sum of:

(a)

the ISDA Fallback Rate; and

(b)

the Benchmark Replacement Adjustment; or

(iii)

the sum of:

(a)

the alternate reference rate that has been selected by the Company or its designee as the replacement for the then-current Benchmark (including any daily published component used in the calculation thereof) for the applicable Corresponding Tenor giving due consideration to any industry-accepted reference rate as a replacement for the then-current Benchmark (including any daily published component used in the calculation thereof) for U.S. dollar-denominated floating rate securities at such time; and

(b)

the Benchmark Replacement Adjustment;

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company or its designee as of the Benchmark Replacement Date:

(i)

the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(ii)

if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or

(iii)

the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company or its designee giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark (including any daily published component used in the calculation thereof) with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate securities at such time;

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“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including, but not limited to, changes to the definitions or interpretations of “Floating Rate Interest Period,” changes to the timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) which the Company or its designee decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company or its designee decides that adoption of any portion of such market practice is not administratively feasible or if the Company or its designee determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its designee determines is reasonably practicable);

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including any daily published component used in the calculation thereof):

(i)

in the case of sub-paragraph (i) or (ii) of the definition of “Benchmark Transition Event”, the later of:

(a)

the date of the public statement or publication of information referenced therein; and

(b)

the date on which the administrator of the Benchmark (or such component) permanently or indefinitely ceases to provide the Benchmark (or such component); or

(ii)

in the case of sub-paragraph (iii) of the definition of “Benchmark Transition Event”, the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including any daily published component used in the calculation thereof):

(i)

a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component);

(ii)

a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or

(iii)

a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component) announcing that the Benchmark (or such component) is no longer representative;

“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding Business Day adjustment) as the applicable tenor for the then-current Benchmark;

“designee” means a designee as selected and appointed by the Company for the floating rate notes;

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“ISDA Definitions” means the 2021 ISDA Interest Rate Derivatives Definitions published by ISDA or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time;

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark (including any daily published component used in the calculation thereof) for the applicable tenor;

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark (including any daily published component used in the calculation thereof) for the applicable tenor excluding the applicable ISDA Fallback Adjustment;

“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded Daily SOFR, the SOFR Determination Time, or (2) if the Benchmark is not Compounded Daily SOFR, the time determined by the Company or its designee after giving effect to the Benchmark Replacement Conforming Changes;

“Relevant Governmental Body” means the Federal Reserve Board and/or the NY Federal Reserve, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NY Federal Reserve or any successor thereto; and

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

See “Risk Factors—Risks Related to the Floating Rate Notes.”

Fixed-to-Fixed Reset Rate Notes

In this prospectus supplement, references to the “Reset Date” are to the Reset Date for each applicable series of fixed-to-fixed reset rate notes. References to the “Reset Fixed Rate” are to the Reset Fixed Rate on each applicable series of fixed-to-fixed reset rate notes. References to the “initial fixed rate period” are to the initial fixed rate period for each applicable series of fixed-to-fixed reset rate notes. References to the “reset fixed rate period” are to the reset fixed rate period for each applicable series of fixed-to-fixed reset rate notes. References to the “reset rate interest payment date” are to the reset rate interest payment date for each applicable series of fixed-to-fixed reset rate notes.

In any case where the date of payment of interest, redemption or stated maturity of the fixed-to-fixed reset rate notes is not a Business Day, the payment of principal and interest may be made on the next succeeding Business Day with the same force and effect as if made on such date of payment of interest, redemption or stated maturity, and no interest shall accrue for the period from and after such date of payment of interest, redemption or stated maturity due to such postponement. Postponement of this kind will not result in a default under the fixed-to-fixed reset rate notes. Interest will be paid on each interest payment date for the fixed-to-fixed reset rate notes to the holders of record as at 5:00 p.m. (New York City time) on the day five Business Days immediately preceding such interest payment date.

“Business Day” as used under “—Fixed-to-Fixed Reset Rate Notes” means a day which is not a day on which banking institutions in New York City and Tokyo are authorized by law or regulation to close.

Interest on the fixed-to-fixed reset rate notes will be computed on the basis of a 360-day year consisting of twelve 30-day months and rounding the resulting figure to the nearest cent (half a cent being rounded upward).

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Initial Fixed Rate Period

Each series of fixed-to-fixed reset rate notes will bear interest at the fixed rate set forth above during the initial fixed rate period with respect to such series.

Reset Fixed Rate Period

The interest rate for the fixed-to-fixed reset rate notes of each series will be reset to the applicable Reset Fixed Rate on the applicable Reset Date, and the fixed-to-fixed reset rate notes of each series will bear the applicable Reset Fixed Rate during the applicable reset fixed rate period.

Determination of the U.S. Treasury Rate

The U.S. Treasury Rate shall be determined by The Bank of New York Mellon as calculation agent.

“U.S. Treasury Rate” means, with respect to the applicable reset fixed rate period, the rate per annum equal to:

(1)

the arithmetic average, as determined by the calculation agent, of the yields on actively traded U.S. Treasury securities adjusted to constant maturity for the maturity of one year (“Yields”) for the five consecutive New York Business Days (as defined below) immediately prior to the applicable Reset Determination Date based on information appearing in the statistical release designated “H.15” (or any successor publication that reports Yields) most recently published by the Board of Governors of the U.S. Federal Reserve System as of 5:00 p.m. (New York City time) on the applicable Reset Determination Date; provided that if the Yield is not available through such release (or any successor publication) for any relevant New York Business Day, then the arithmetic average will be determined based on the Yields for the remaining New York Business Days during the five New York Business Day period described above (provided further that if the Yield is available for only a single New York Business Day during such five New York Business Day period, then “U.S. Treasury Rate” will mean the single-day Yield for such day); or

(2)

if no information is available to determine the U.S. Treasury Rate in accordance with the method set forth in (1) above by using the Yield for at least a single New York Business Day during the five New York Business Day period described above, then the annualized 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) as of the applicable Reset Determination Date.

If the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate” means the rate per annum equal to the last reported Yield, as determined by the calculation agent, based on information appearing in the statistical release designated “H.15” (or any successor publication that reports Yields) last published by the Board of Governors of the U.S. Federal Reserve System as of 5:00 p.m. (New York City time) on the applicable Reset Determination Date.

“Comparable Treasury Issue” means, with respect to any applicable reset fixed rate period, the U.S. Treasury security selected by the Company (and notified to the calculation agent) with a maturity date on or about (but not more than 30 calendar days before or after) the maturity date for the applicable series of fixed-to-fixed reset rate notes 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 one year; provided, however, that the selection of the Comparable Treasury Issue shall be at the sole discretion and judgement of the Company, 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 applicable series of fixed-to-fixed reset rate notes.

“Comparable Treasury Price” means, with respect to the applicable Reset Determination Date, (i) the arithmetic average, as determined by the calculation agent, of the Reference Treasury Dealer Quotations (as

SP-17

defined below) for the Comparable Treasury Issue as of the applicable 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.

“New York Business Day” means a day which is not a day on which banking institutions in New York City are authorized by law or regulation to close, regardless of whether the over-the-counter market for actively traded U.S. Treasury securities is open or closed.

“Reference Treasury Dealer” means each of up to five banks selected by the Company (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 judgement of the Company, 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 applicable series of fixed-to-fixed reset rate notes.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer, the arithmetic average, as determined by the calculation agent, of the bid and asked prices quoted to the Company (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 applicable Reset Determination Date.

“Reset Determination Date” means the second Business Day immediately preceding the Reset Date with respect to a series of fixed-to-fixed reset rate notes.

The calculation agent will, as soon as practicable after the determination of the Reset Fixed Rate on the applicable series of Notes, calculate the amount of interest (the “Interest Amount”) payable for the reset fixed rate period with respect to such series of fixed-to-fixed reset rate notes.

All determinations, calculations and quotations made or obtained for the purposes of calculating the Reset Fixed Rate on the applicable series of fixed-to-fixed reset rate notes and the Interest Amount, whether by the Company, its designee, the calculation agent or any Reference Treasury Dealer, in the absence of manifest error, will be final and conclusive for all purposes and binding on the Company, the trustee, the calculation agent, the paying agent and the holders of the applicable series of fixed-to-fixed reset rate notes.

All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one thousandth of a percentage point, with five ten-thousands of a percentage point rounded upwards (e.g., 9.8765% (or 0.098765) being rounded to 9.877% (or 0.09877)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).

The Reset Fixed Rate on each series of fixed-to-fixed reset rate notes during the applicable reset fixed rate period will in no event be higher than the maximum rate permitted by applicable laws and regulations or lower than 0% per annum.

The calculation agent will cause the Reset Fixed Rate, the Interest Amount payable for the reset fixed rate period and the reset rate interest payment date with respect to the applicable series of fixed-to-fixed reset rate notes to be notified to the Company, the trustee, the paying agent and DTC, and such information will be notified or published to the holders of such series of fixed-to-fixed reset rate notes through DTC or through another reasonable manner as soon as possible after their determination.

See “Risk Factors—Risks Related to the Fixed-to-Fixed Reset Rate Notes.”

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Calculation Agent

The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State of New York with limited liability with its office at 240 Greenwich Street, New York, New York 10286, U.S.A., will initially act as calculation agent for purposes of calculating Compounded Daily SOFR, the then-current Benchmark, the Benchmark Replacement Adjustment, the applicable interest rate and the amount of accrued interest payable on the floating rate notes and for purposes of determining the U.S. Treasury Rate and calculating the Reset Fixed Rate and the Interest Amount payable on each reset rate interest payment date with respect to a series of fixed-to-fixed reset rate notes. The Company may change the calculation agent without prior notice to the holders of the Notes (but with prior notice to the calculation agent), and the Company or any of its subsidiaries may act as the calculation agent.

Optional Redemption

The Company may at its option and in its sole discretion redeem the Notes of each series in whole, but not in part, on the date that is one year prior to the maturity date of the Notes of such series, subject to the prior confirmation of the FSA (if such confirmation is required under Japanese banking laws and regulations then in effect), at a redemption price equal to the sum of 100% of the principal amount of the Notes of such series plus any accrued and unpaid interest thereon to, but excluding, the applicable redemption date.

If the Company elects to redeem any series of Notes, it will provide notice at least 30 days and not more than 60 days before the date of redemption. The notice of redemption will state:

•

such election of the Company to redeem the applicable series of Notes;

•

the redemption date;

•

the redemption price;

•

the principal amount and CUSIP or ISIN number and/or common code of the applicable series of Notes;

•

that on the redemption date the redemption price will become due and payable upon the applicable series of Notes;

•

the place or places of payment of the redemption price;

•

that (in the event the applicable series of Notes are in certificated form) applicable series of Notes are required to be presented or surrendered on or after such redemption date at the designated place or places of payment;

•

that any interest accrued thereon to, but excluding, the redemption date will be paid as specified in the notice; and

•

that interest thereon will cease to accrue on and after the redemption date.

Notwithstanding the foregoing, if the applicable series of Notes are held in book-entry form through DTC, the Company may give such notice in any manner permitted or required by DTC. See “Clearance and Settlement—Book-Entry; Delivery and Form—DTC’s Procedures for Notices, Voting and Payments” in the accompanying prospectus.

In any case where the date of redemption of a series of Notes that is one year prior to the maturity date of the Notes of such series is not a Business Day, the payment of principal and interest may be made on the next succeeding Business Day with the same force and effect as if made on such date of redemption, and no interest shall accrue for the period from and after such date of redemption due to such postponement. Postponement of this kind will not result in a default under the Notes.

See “Risk Factors—Risks Related to the Senior Debt Securities—We may redeem the senior debt securities in our sole discretion or at any time for tax reasons, subject to certain conditions.” in the accompanying prospectus.

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TAXATION

Japanese Taxation

The following statements of Japanese taxation applicable to the Notes supplement and replace the statements set forth in the accompanying prospectus under the heading “Japanese Taxation—3. Special Additional Tax for Reconstruction from the Great East Japan Earthquake” to the extent inconsistent therewith.

3.	Special Additional Taxes for Reconstruction from the Great East Japan Earthquake and for Strengthening Japan’s National Defense Capabilities

Due to the imposition of a special additional withholding tax of 0.315% (or 2.1% of 15%) to secure funds for reconstruction from the Great East Japan Earthquake (the “reconstruction surtax”), the withholding tax rate has been effectively increased to 15.315% on and after January 1, 2013. This overall 15.315% withholding tax rate continues to apply until December 31, 2047, while the breakdown of the 0.315% surtax portion is (i) the reconstruction surtax of 0.315% (or 2.1% of 15%) until December 31, 2026, and (ii) during the period beginning on January 1, 2027 and ending on December 31, 2047, the reconstruction surtax of 0.165% (or 1.1% of 15%) and another special additional withholding tax of 0.15% (or 1.0% of 15%) to fund strengthening Japan’s national defense capabilities (the “defense surtax”). The 2026 tax reform, which was promulgated on March 31, 2026, has introduced the defense surtax, while accordingly reducing the reconstruction surtax, to maintain the overall 15.315% withholding tax rate. On or after January 1, 2048, the overall withholding tax rate will be 15.15%, instead of 15.315%, where the only surtax will be the defense surtax of 0.15% (or 1.0% of 15%). All references to the tax rate of 15.315% in the foregoing descriptions should be read accordingly, taking into account these developments. There are also reconstruction surtax and defense surtax imposed in relation to regular income tax due other than by way of withholding for individual non-residents of Japan, as referred to in the foregoing descriptions, for the period described above.

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UNDERWRITING (CONFLICTS OF INTEREST)

We intend to offer the Notes through the underwriters listed below. Morgan Stanley & Co. LLC and MUFG Securities Americas Inc. are acting as representatives of the underwriters. Subject to the terms and conditions contained in an underwriting agreement dated April , 2026 among us and the underwriters, we have agreed to sell to the underwriters, and the underwriters have severally agreed to purchase from us, the principal amount of each series of Notes listed opposite their names below:

Underwriter:

4-Year
Notes due 2030

Floating Rate
Notes due 2032

6-Year
Notes due 2032

11-Year
Notes due 2037

21-Year
Notes due 2047

Morgan Stanley & Co. LLC

MUFG Securities Americas Inc.

Barclays Capital Inc.

Citigroup Global Markets Inc.

BofA Securities, Inc.

J.P. Morgan Securities LLC

Total

The obligations of the underwriters under the underwriting agreement, including their agreement to purchase the Notes from us, are several and not joint and are subject to, among other things, the approval of certain legal matters by counsel, including the validity of the Notes, and certain other conditions contained in the underwriting agreement such as the receipt of officer’s certificate and other conditions. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriter may be increased or the underwriting agreement may be terminated.

The underwriting agreement states that no sale of Notes may be less than $200,000 in principal amount and that no Note will be issued in a smaller principal amount. 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, in compliance with applicable U.S. laws and regulations, including the rules of FINRA. The underwriters may offer and sell the Notes through certain of their affiliates.

The underwriters are offering the Notes, subject to prior sale, when, as and if issued to and accepted by them. The underwriters reserve the right to withdraw, cancel or modify offers to investors and to reject orders in whole or in part.

In the underwriting agreement, we have agreed to indemnify the underwriters against certain liabilities, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

Commissions and Discounts

The representatives of the underwriters have advised us that the underwriters propose initially to offer each series of Notes to the public at their respective public offering prices set forth on the cover page of this prospectus supplement. After the initial offering, the public offering price, concession or any other term of the offering may be changed.

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The following are the estimated expenses to be incurred in connection with the offer and sale of the Notes and payable by us:


Securities and Exchange Commission registration fee		$
Printing expenses
Legal fees and expenses
Accounting fees and expenses
Trustee, registrar, paying agent and calculation agent fees and expenses
Securities exchange listing fees
Miscellaneous

Total		$

We have agreed to pay for certain legal expenses of the underwriters in connection with this offering.

Restriction on Sale of Securities

During a period beginning the date hereof and ending the closing date of this offering, we will not, without the prior written consent of the representatives of the underwriters, directly or indirectly, issue, sell, offer or contract to sell, grant any option for the sale of, or otherwise transfer or dispose of, any other U.S. dollar-denominated senior debt securities of ours with a maturity greater than one year or any securities that are convertible into, or exchangeable for, the Notes or such other U.S. dollar-denominated senior debt securities.

Settlement

We expect that delivery of the Notes will be made to investors against payment therefor on or about April , 2026, which will be the business day following the date of pricing of the Notes (such settlement being referred to as “T+ ”). Under Rule 15c6-1 under the U.S. Exchange Act, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on any date prior to one business day before the date of delivery of the Notes hereunder will be required, by virtue of the fact that the Notes initially settle in T+ , to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their advisors.

Distribution Restrictions

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act and will be subject to the Special Taxation Measures Act. Accordingly, each of the underwriters severally and not jointly, has represented and agreed that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used in this item (i) means any person that is a resident of Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and governmental guidelines of Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, as part of its distribution pursuant to the underwriting agreement dated the date of this prospectus supplement at any time, directly or indirectly offer or sell any Notes to, or for the benefit of, any person other than a beneficial owner that is, (a) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of the Company or (b) a Japanese financial institution, designated in Article 6, Paragraph 11 of the Special Taxation Measures Act. Notwithstanding the restriction set forth in (ii) above,

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pursuant to the Special Taxation Measures Act, MUFG Securities Americas Inc., a specially-related person of the Company and acting in its capacity as an underwriter, will be permitted to acquire or purchase, as part of the distribution pursuant to the underwriting agreement dated the date of this prospectus supplement, the remainder of the Notes from any of the other underwriters, where such other underwriter has failed to sell to subsequent purchasers all of the Notes that it acquired or purchased from MUFG in its capacity as an underwriter.

By subscribing for the Notes, an investor will be deemed to have represented it is a person who falls into the category of (a) or (b) above.

Canada

The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Prohibition of Sales to EEA Retail Investors

The Notes which are the subject of the offering contemplated by this document, as supplemented by any applicable supplement or pricing term sheet in relation thereto, may not be offered, sold or otherwise made available and will not be offered, sold or otherwise made available to any retail investor in the EEA. For the purposes of this provision, the expression “retail investor” means a person who is one (or more) of the following:

(a)

a retail client as defined in point (11) of Article 4(1) of MiFID II; or

(b)

a customer within the meaning of the Insurance Distribution Directive where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

United Kingdom

The Notes which are the subject of the offering contemplated by this document, as supplemented by any applicable supplement or pricing term sheet in relation thereto, may not be offered, sold, distributed or otherwise made available and will not be offered, sold, distributed or otherwise made available to any retail investor in the U.K. For the purposes of this provision, the expression “retail investor” means a person who is not a professional client as defined in point (8) of Article 2(1) of the UK MiFIR.

Switzerland

The Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (the “FinSA”), except under an exemption from the prospectus requirements under

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the FinSA, and no application has or will be made to admit the Notes to trading on any trading venue (i.e., exchange or multilateral trading facility) in Switzerland. Neither this document nor any other offering or marketing material relating to the Notes constitutes a prospectus pursuant to the FinSA, and neither this document nor any other offering or marketing material relating to the Notes may be distributed or otherwise made available in Switzerland in a manner which would require the publication of a prospectus pursuant to the FinSA.

Hong Kong

The contents of this prospectus supplement have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this prospectus supplement, you should obtain independent professional advice.

Each underwriter has represented, warranted and agreed that (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes other than (a) to “professional investors” as defined in the Securities and Futures Ordinance of Hong Kong (Cap. 571), or the SFO, and any rules made under the SFO, or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, or which do not constitute an offer or invitation to the public within the meaning of that Ordinance; and (ii) it has not issued or had in its possession for the purpose of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.

Singapore

This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Notes may not be offered or sold, nor may the Notes be the subject of an invitation for subscription or purchase, nor may this prospectus supplement or any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the Notes be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

Short Positions

In connection with this offering, the underwriters may purchase and sell the Notes in the open market, subject to applicable laws and regulations. These transactions may include over-allotment, syndicate covering transactions and stabilizing transactions. Over-allotment involves sales of Notes in excess of the principal amount of Notes to be purchased by the underwriters in this offering, which creates a short position for the underwriters. Syndicate covering transactions involve purchases of the Notes in the open market after the initial distribution has been completed in order to cover short positions. Stabilizing transactions consist of certain bids or purchases of Notes made for the purpose of preventing or retarding a decline in the market price of the Notes while the offering is in progress. Any of these activities may have the effect of preventing or retarding a decline in the market price of the Notes. They may also cause the price of the Notes to be higher than the price that otherwise would exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

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The underwriters make no representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Notes. In addition, the underwriters have no obligation to engage in these transactions, and these transactions, once commenced, may be discontinued at any time.

New Issues

The Notes are new issues of securities with no established trading market. Although we have made an application to the Luxembourg Stock Exchange to list the Notes on the official list of the Luxembourg Stock Exchange and for the Notes to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market, we may be entitled to, and may decide to, delist the Notes from the Luxembourg Stock Exchange and seek an alternate listing for the Notes on another securities exchange. Additionally, the underwriters have advised us that they presently intend to make a market in the Notes after completion of this offering. MUFG Securities Americas Inc. and other broker-dealers may use this prospectus supplement and the accompanying prospectus in connection with such market-making activity. Such market making activity will be subject to the limits imposed by applicable laws. However, they are under no obligation to do so and may discontinue any market-making activities at any time without any notice. Broker-dealers subject to prospectus delivery requirements may be unable to engage in market-making transactions during certain periods of the year. A liquid or active public trading market for any of the Notes may not develop, whether on the Luxembourg Stock Exchange’s Euro MTF Market or otherwise. If an active trading market for the Notes does not develop, the market price and liquidity of the Notes may be adversely affected. If such Notes are traded, they may trade at a discount from their initial offering prices, depending on the market for similar securities, our performance and other factors. See “Risk Factors—Risks Related to the Debt Securities—There is no established trading market for the debt securities and one may not develop.” in the accompanying prospectus.

Other Relationships; Conflicts of Interest

Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. If any of the underwriters or their affiliates has a lending relationship with us, certain of these underwriters or their affiliates may routinely hedge their credit exposure to us consistent with their customary risk management policies. Typically, these underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the Notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the Notes offered hereby. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Our affiliate, MUFG Securities Americas Inc., will participate in the offering as an underwriter. On the cover page of this prospectus supplement, under the heading “Joint Lead Managers and Joint Bookrunners,” on the back cover page of this prospectus supplement under “Prospectus Supplement,” and under “About This Prospectus Supplement” herein, the reference to “MUFG” is to MUFG Securities Americas Inc. Elsewhere in this prospectus supplement, references to “MUFG” are to Mitsubishi UFJ Financial Group, Inc., or Mitsubishi UFJ Financial Group, Inc. and its consolidated subsidiaries, as the context requires.

Morgan Stanley & Co. LLC, a subsidiary of Morgan Stanley, will participate in the offering as an underwriter. We held approximately 23.8% of the voting rights (excluding with respect to any shares held in a

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fiduciary capacity) in Morgan Stanley based on the number of shares of common stock of Morgan Stanley outstanding as of December 31, 2025 as well as Series C Preferred Stock with a face value of approximately $521.4 million and 10% dividend. In addition, we currently have two representatives on Morgan Stanley’s board of directors. We have adopted the equity method of accounting for our investment in Morgan Stanley. In April 2018, we entered into a sales plan with Morgan Stanley and Morgan Stanley & Co. LLC, pursuant to which we will sell portions of the shares of Morgan Stanley common stock that we hold to Morgan Stanley through Morgan Stanley & Co. LLC acting as agent for Morgan Stanley to the extent necessary to ensure that our beneficial ownership will remain below 24.9%. In December 2020, this sales plan was suspended upon notice by Morgan Stanley to us in accordance with the terms of the plan.

As part of our strategic alliance with Morgan Stanley, in May 2010, we and Morgan Stanley integrated our respective Japanese securities companies by forming two joint venture companies. We contributed the wholesale and retail securities businesses conducted in Japan by Mitsubishi UFJ Securities Co., Ltd. into one of the joint venture entities called MUMSS. Morgan Stanley contributed the investment banking operations conducted in Japan by its formerly wholly owned subsidiary, Morgan Stanley Japan Securities Co., Ltd., or Morgan Stanley Japan, into MUMSS and contributed the sales and trading and capital markets businesses conducted in Japan by Morgan Stanley Japan into a second joint venture entity called Morgan Stanley MUFG Securities Co., Ltd., or MSMS. We hold a 60% economic interest in each of the joint venture companies and Morgan Stanley holds a 40% economic interest in each of the joint venture companies. We hold a 60% voting interest and Morgan Stanley holds a 40% voting interest in MUMSS, and we hold a 49% voting interest and Morgan Stanley holds a 51% voting interest in MSMS. Our and Morgan Stanley’s economic and voting interests in the joint venture companies are held through intermediary holding companies.

As a result of our beneficially owning more than 10% of the common equity of MUFG Securities Americas Inc. and Morgan Stanley, the parent company of Morgan Stanley & Co. LLC, each an underwriter, a “conflict of interest” exists within the meaning of FINRA Rule 5121, between us and these underwriters. Accordingly, this offering is being made in compliance with the requirements of FINRA Rule 5121. Because the Notes to be offered will be rated investment grade, pursuant to FINRA Rule 5121, the appointment of a qualified independent underwriter is not necessary. Morgan Stanley & Co. LLC and MUFG Securities Americas Inc. will not confirm sales of the Notes to any account over which they exercise discretionary authority without the prior written approval of the customer.

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LISTING AND GENERAL INFORMATION

Listing Application

We have made an application to the Luxembourg Stock Exchange to list the Notes on the official list of the Luxembourg Stock Exchange and for such Notes to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market.

Documents Available

So long as any series of Notes are listed on the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market, copies of the following documents will, when published, be available during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted), without charge, at our registered office at 4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8330, Japan:

(i)

Our Articles of Incorporation and our Board of Directors Regulations;

(ii)

Our latest audited consolidated annual financial statements, including the audit report in respect thereof, prepared in accordance with U.S. GAAP, included in our annual report on Form 20-F filed with the SEC;

(iii)

Our latest unaudited condensed consolidated semi-annual financial statements prepared in accordance with U.S. GAAP, included in our current report on Form 6-K furnished to the SEC;

(iv)

English translations of our latest annual and semi-annual consolidated financial information prepared in accordance with Japanese GAAP, included in our current reports on Form 6-K furnished to the SEC;

(v)

The Indenture; and

(vi)

This prospectus supplement and the accompanying prospectus dated August 4, 2023.

Authorization

We have obtained all necessary consents, approvals and authorizations in connection with the issuance and performance of the Notes. The issue of the Notes was duly authorized by a resolution of our board of directors dated June 25, 2015 and a decision by the President and Group Chief Executive Officer dated March 23, 2026.

No Material Change

Except as disclosed in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein or therein, there has been no material change in the prospects or financial position of us and our subsidiaries taken as a whole since March 31, 2025.

Prescription

Under New York’s statute of limitations, any legal action to enforce MUFG’s payment obligations evidenced by the Notes must be commenced within six years after payment is due. Thereafter, MUFG’s payment obligations will generally become unenforceable.

Notices

So long as any series of Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, notices to holders of the applicable series of Notes will also be published either on the website of the Luxembourg Stock Exchange (www.luxse.com) or in a leading newspaper having general circulation in Luxembourg (which is expected to be Luxemburger Wort).

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Legal Entity Identifier

The Legal Entity Identifier (LEI) code of MUFG is 353800V2V8PUY9TK3E06.

Responsibility

We accept responsibility for the information contained in this document and declare that the information contained in this document is, to the best of our knowledge, in accordance with the facts and makes no omission likely to affect its import.

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LEGAL MATTERS

Paul, Weiss, Rifkind, Wharton & Garrison LLP, our U.S. counsel, will pass for us upon certain matters under U.S. federal law and New York law. Nagashima Ohno & Tsunematsu, our Japanese counsel, will pass upon certain matters under Japanese laws. Simpson Thacher & Bartlett LLP will pass upon certain matters under U.S. federal law and New York law for the underwriters.

EXPERTS

The financial statements of MUFG as of March 31, 2024 and 2025, and for each of the three years in the period ended March 31, 2025, incorporated by reference in this prospectus supplement by reference to MUFG’s annual report on Form 20-F for the year ended March 31, 2025, and the effectiveness of MUFG’s internal control over financial reporting as of March 31, 2025 have been audited by Deloitte Touche Tohmatsu LLC, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The address of Deloitte Touche Tohmatsu LLC is Marunouchi Nijubashi Building, 3-2-3 Marunouchi, Chiyoda-ku, Tokyo 100-8360, Japan.

The financial statements of Morgan Stanley as of December 31, 2024 and 2023, and for each of the three years in the period ended December 31, 2024, incorporated by reference in this prospectus supplement by reference to MUFG’s annual report on Form 20-F for the year ended March 31, 2025, and the effectiveness of Morgan Stanley’s internal control over financial reporting as of December 31, 2024 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The address of Deloitte & Touche LLP is 30 Rockefeller Plaza, New York, New York, 10112-0015, United States of America.

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PROSPECTUS

LOGO

Mitsubishi UFJ Financial Group, Inc.

Debt Securities

Mitsubishi UFJ Financial Group, Inc., or MUFG, may offer, from time to time, senior debt securities or fixed-term or perpetual subordinated debt securities, which we collectively refer to herein as “securities” or “debt securities.”

This prospectus describes the general terms of these securities and the general manner in which we will offer these securities. In a supplement to this prospectus, we will provide the specific terms of the securities we offer and the manner in which they are offered. Any supplement may also add to, update or change information contained, or incorporated by reference, into this prospectus. You should read this prospectus and any prospectus supplement carefully before you make a decision to invest.

This prospectus may not be used to sell securities unless it is accompanied by a prospectus supplement.

Investing in the securities involves risks. See the “Risk Factors” section in this prospectus (beginning on page 7) and in any applicable prospectus supplement as well as the risk factor disclosure in our annual report on Form 20-F and other reports incorporated by reference herein and therein.

Neither the U.S. Securities and Exchange Commission nor any state securities regulators has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

These securities are not deposits or savings accounts. These securities are not insured by the U.S. Federal Deposit Insurance Corporation, or the FDIC, the Deposit Insurance Corporation of Japan, or any other governmental agency or instrumentality in the United States, Japan or any other jurisdiction.

This prospectus and the applicable prospectus supplement may be used in the initial sale of the securities. In addition, MUFG Securities Americas Inc. and other broker-dealer affiliates of MUFG may use this prospectus and the applicable prospectus supplement in market-making transactions involving the securities after the initial sale. See “Plan of Distribution (Conflicts of Interest).” Unless you are informed otherwise in the confirmation of sale, this prospectus and the applicable prospectus supplement are being used in a market-making transaction.

The date of this prospectus is August 4, 2023.

TABLE OF CONTENTS


	Page
About This Prospectus		3
Forward-Looking Statements		5
Risk Factors		7
Mitsubishi UFJ Financial Group, Inc.		38
Use of Proceeds		39
Description of Senior Debt Securities		40
Description of Fixed-Term Subordinated Debt Securities		51
Description of Perpetual Subordinated Debt Securities		70
Clearance and Settlement		100
Taxation		105
Certain ERISA and Similar Considerations		120
Plan of Distribution (Conflicts of Interest)		122
Legal Matters		124
Experts		124
Where You Can Obtain More Information		124
Incorporation of Documents by Reference		125
Limitations on Enforcement of Liabilities		125

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or SEC, using the “shelf” registration process. Under the shelf registration process, we may sell any combination of, or multiple tranches of, the securities described in this prospectus from time to time in the future in one or more offerings.

This prospectus provides you with a general description of the securities that can be offered. Each time securities are offered under this prospectus, we will provide prospective investors with a prospectus supplement that will contain specific information about the terms of the securities. The prospectus supplement may also add to, update or change information contained in this prospectus. You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus authorized by us together with the additional information described under the headings “Where You Can Obtain More Information” and “Incorporation of Documents by Reference” in this prospectus and any applicable prospectus supplement.

You should rely only on the information provided or incorporated by reference in this prospectus or any applicable prospectus supplement or any related free writing prospectus authorized by us. We have not authorized anyone to provide you with different or additional information. You should not assume that the information in this prospectus or any applicable prospectus supplement or any related free writing prospectus authorized by us, or in any document incorporated by reference herein or therein, is accurate as of any date after its respective date.

As used in this prospectus and any prospectus supplement, the terms “MUFG,” “we,” the “Company” and the “Group” generally refer to Mitsubishi UFJ Financial Group, Inc. and its consolidated subsidiaries but, from time to time as the context requires, may refer to Mitsubishi UFJ Financial Group, Inc. as an individual legal entity.

References to the “Bank” and the “Trust Bank” are to MUFG Bank, Ltd. and Mitsubishi UFJ Trust and Banking Corporation, as single entities, respectively, as well as to MUFG Bank and Mitsubishi UFJ Trust and Banking and their respective consolidated subsidiaries, as the context requires. References to the “Securities HD” and “MUMSS” are to Mitsubishi UFJ Securities Holdings Co., Ltd. and Mitsubishi UFJ Morgan Stanley Securities Co. Ltd., as single entities, respectively, as well as to Mitsubishi UFJ Securities Holdings and Mitsubishi UFJ Morgan Stanley Securities and their respective consolidated subsidiaries, as the context requires.

In this prospectus and any prospectus supplement, references to “yen” or “¥” are to Japanese yen, and references to “U.S. dollars,” “U.S. dollar,” “dollars,” “U.S.$” or “$” are to United States dollars.

Unless otherwise specified, the financial information presented in this prospectus or any prospectus supplement, and our consolidated financial statements, which are incorporated by reference in this prospectus or any prospectus supplement, are prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. Our fiscal year ends on March 31 of each year.

Some of our financial information contained or incorporated by reference in this prospectus or any applicable prospectus supplement, where specified, is prepared in accordance with accounting principles generally accepted in Japan, or Japanese GAAP. We currently report our financial results in accordance with Japanese GAAP on a quarterly basis for purposes of Japanese banking regulatory reporting requirements, including our regulatory capital reporting requirements, as well as for purposes of Japanese securities regulatory and Tokyo Stock Exchange reporting requirements. The basis of our financial information prepared in accordance with U.S. GAAP may be significantly different in certain respects from the basis of our financial information prepared in accordance with Japanese GAAP. For information on certain differences between U.S. GAAP and Japanese GAAP, see Exhibit 99(b) “Unaudited Reverse Reconciliation of Selected Financial Information” attached to our most recent annual report on Form 20-F, which is incorporated by reference in this

prospectus or any applicable prospectus supplement. You should consult your own professional advisers, as necessary, for a more complete understanding of the differences among U.S. GAAP, Japanese GAAP, International Financial Reporting Standards and any other generally accepted accounting principles applicable in your jurisdiction and how such differences affect the financial information contained or incorporated by reference in this prospectus or any applicable prospectus supplement.

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding our current intent, business plan, targets, belief or expectations or the current belief or current expectations of our management with respect to our results of operations and financial condition, including, among other matters, our problem loans and loan losses. In many, but not all cases, we use words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “hope,” “intend,” “may” “plan,” “predict,” “probability,” “risk,” “should,” “will,” “would” and similar expressions, as they relate to us or our management, to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially from those which are aimed, anticipated, believed, estimated, expected, intended or planned, or otherwise stated.

•

the interpretation and application of banking and other regulations, including whether and how the debt securities will be qualified or treated under the Japanese total loss-absorbing capacity, or TLAC, requirements, the Japanese capital adequacy regulations and applicable resolution measures in Japan,

•

deterioration in economic conditions in Japan and around the world,

•

external events, such as natural disasters and other health pandemics or epidemics, terrorism, and geopolitical and social conflicts,

•

reforms of London Interbank Offered Rate and other interest rate benchmarks,

•

climate change and resulting physical damages and changes in the business environment,

•

competitive pressures resulting from regulatory and market changes,

•

failure to implement our business expansion strategy as planned and to manage new or expanded risks that entail such strategy, as well as incurrence of impairment or valuation losses on our acquired assets,

•

negative developments relating to our strategic alliance with Morgan Stanley,

•

failure to maintain our capital ratios and other regulatory ratios above minimum required levels,

•

significant unexpected increases in credit costs,

•

financial difficulties of other financial institutions that affect the overall banking environment and their borrowers,

•

fluctuations in interest rates, foreign currency exchange rates and stock prices,

•

reduction in our ability to access or maintain liquidity,

•

failure to address regulatory or public concerns or to meet market or industry rules or standards, customer protection requirements, or corporate behavior expectations,

•

cyber-attacks and other information security threats,

•

problems with the proper functioning and development of information, communications and transaction management systems,

•

transactions with counterparties in countries designated by the U.S. Department of State as state sponsors of terrorism,

•

changes in laws, regulations, rules, policies, accounting standards or methods, voluntary codes of practices, and interpretations,

•

changes in the business and regulatory environment for consumer finance companies,

•

damage to our reputation resulting from our failure to prevent or properly address negative perceptions held by customers, investors, regulators and the general public regarding us and our operations, and

•

other risks and uncertainties discussed in the “Risk Factors” section in this prospectus or in our most recent annual report on Form 20-F or in or incorporated by reference in an applicable prospectus supplement.

Given these and other risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of the prospectus. We are under no obligation, and disclaim any obligation, to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

RISK FACTORS

You should carefully consider the risks described below and in “Item 3.D. Risk Factors” in our most recent annual report on Form 20-F and similar disclosure in subsequent reports as well as all the other information contained or incorporated by reference in this prospectus and the accompanying prospectus supplement prior to making an investment in our securities.

Our business, operating results and financial condition could be materially and adversely affected by any of the factors discussed below and elsewhere in this prospectus and the accompanying prospectus supplement and the documents incorporated by reference herein and therein. Any of these factors may adversely affect the trading price and liquidity, and the rights of holders, of our securities. As part of making an investment decision, you should make sure to thoroughly understand the terms of our securities, including, but not limited to, (1) with respect to the senior debt securities, your agreement to limit your right to obtain attachment and your acknowledgement and consent that the Senior Indenture (defined below) imposes no limitation on certain transfer of business after certain orderly resolution measures are applied by Japanese governmental authorities, (2) with respect to the fixed-term subordinated debt securities, or the Tier 2 Securities, and the perpetual subordinated debt securities, or the AT1 Securities, your consent that the principal amount may be written down to nil, and (3) with respect to the AT1 Securities, your consent that interest payment may be cancelled at our sole discretion and that there is no scheduled principal repayment.

This prospectus and the accompanying prospectus supplement and the documents incorporated by reference herein or therein also contain forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described below and elsewhere in this prospectus and the accompanying prospectus supplement and the documents incorporated by reference herein and therein. See “Forward-Looking Statements.”

We have described the risks and uncertainties that our management believes are material, but these risks and uncertainties may not be the only ones we face. Additional risks and uncertainties, including those that we currently are not aware of or do not currently appear to be material, may also result in decreased revenues or increased expenses or have other consequences that could adversely affect our financial condition and results of operations as well as the price and liquidity, and the rights of holders of, our securities, in which case your investment in our securities may be negatively impacted.

Summary of Risk Factors

Below is a summary of the principal factors that make an investment in the debt securities speculative or risky. As this summary does not address all of the risks that we face, in addition to the summary, you should consider carefully all of the information set forth in, or incorporated by reference into, this prospectus and any applicable prospectus supplement, including the section entitled “Risk Factors” starting on page 7 of this prospectus, before you decide to invest in the debt securities.

Risks relating to the debt securities being loss absorbing instruments, generally

•

The debt securities are loss absorbing instruments, and as a result, if MUFG’s financial health or regulatory capital ratios deteriorate, various loss absorption features of the debt securities may be triggered, and you may lose all or a portion of your investments.

•

The debt securities will be structurally subordinated to the liabilities of MUFG’s subsidiaries and, if any subsidiary of MUFG becomes subject to insolvency or liquidation proceedings, you will have no right to proceed against the subsidiaries’ assets.

Risks relating to principal write-down on the fixed-term subordinated debt securities and the perpetual subordinated debt securities

•

The fixed-term subordinated debt securities and the perpetual subordinated debt securities will be written down when the Prime Minister of Japan confirms that specified measures under the Deposit Insurance Act of Japan need to be applied to MUFG under circumstances where its liabilities exceed or are likely to exceed its assets, or where it has suspended or is likely to suspend payment on its obligations, in which case you will lose all of your investments.

•

The perpetual subordinated debt securities will be written down when bankruptcy proceedings, corporate reorganization proceedings, civil rehabilitation proceedings or special liquidation proceedings (tokubetsu seisan) are commenced against MUFG in Japan, in which case you will lose all of your investments.

•

The perpetual subordinated debt securities will be written down in full or in part when MUFG’s consolidated Common Equity Tier 1 ratio declines below 5.125%, in which case you will lose part or all of your investments.

•

Because of the write-down features in the fixed-term subordinated debt securities and the perpetual subordinated debt securities, you may recover less than holders of our common shares.

Risks relating to the perpetual subordinated debt securities having no maturity and being subject to discretionary cancellation of interest payments

•

The perpetual subordinated debt securities have no fixed maturity and no fixed redemption date and you do not have the right to request or accelerate the repayment of the principal amount of the perpetual debt securities.

•

We have absolute discretion at all time and for any reason to cancel interest payments on the perpetual subordinated debt securities, and you will have no rights with respect to cancelled interest.

Risks relating to the fixed-term subordinated debt securities being MUFG’s subordinated obligations and being subject only to limited remedies available to investors

•

The fixed-term subordinated debt securities will be subordinated to all of the existing and future obligations of MUFG other than unsecured fixed-term or perpetual subordinated obligations of MUFG in the event of MUFG’s bankruptcy, corporate rehabilitation or civil rehabilitation.

•

There is no right of acceleration in the case of non-payment of principal of or interest on the fixed-term subordinated debt securities or any failure to perform any of our obligations under the fixed-term subordinated debt securities, subject to limited exceptions.

Risks relating to the perpetual subordinated debt securities being senior only to common shares in MUFG’s liquidation and being subject only to limited remedies available to investors

•

Your right of payment as a holder of the perpetual subordinated debt securities will rank senior in priority only to the right of holders of our common shares in a liquidation of MUFG.

•

There is no right of acceleration in the case of non-payment of principal of or interest on the perpetual subordinated debt securities or any failure to perform any of our obligations under the perpetual subordinated debt securities.

Risks Related to the Debt Securities

The debt securities will be structurally subordinated to the liabilities of MUFG’s subsidiaries, including the Bank, the Trust Bank, the Securities HD and MUMSS.

Your claim as a holder of debt securities issued by MUFG is structurally subordinated to the liabilities of MUFG’s banking and other subsidiaries, including the subsidiaries’ liabilities for deposits, borrowed money, derivative transactions and trade payables. As a holder of the debt securities, you will only be entitled to assert a claim as a creditor of MUFG and to be paid out of MUFG’s assets. If any subsidiary of MUFG becomes subject to insolvency or liquidation proceedings, you will have no right to proceed against the subsidiary’s assets.

MUFG is a holding company that currently has no significant assets other than its investments in, or loans to, its subsidiaries, and MUFG’s ability to service its debt obligations, including its obligations under the debt securities, depends on the dividends, loan payments and other funds MUFG receives from its subsidiaries and affiliates. MUFG may not be able to receive such funds from subsidiaries or affiliates due to adverse changes in their financial performance or material deterioration in its financial condition, restrictions imposed as a result of such deterioration by relevant laws and regulations, including general corporate law limitations as well as banking and other regulations, or any contractual obligations, including loss absorption requirements, applicable to the subsidiary or affiliate. Furthermore, if a subsidiary becomes subject to insolvency or liquidation proceedings, MUFG’s right to participate in the subsidiary’s assets will be subject to the prior claims of the creditors and any preference shareholders of the subsidiary, except where MUFG is a creditor or preference shareholder with claims that are recognized to be ranked ahead of, or pari passu with, such claims. As a result, you may not recover in full your investment in the debt securities even though other investors in or creditors of our subsidiaries may recover their investments in full.

MUFG’s loans to, or investments in capital instruments issued by, its subsidiaries to be made with the net proceeds from the sale of the debt securities may contain contractual mechanisms that, upon the occurrence of a trigger event relating to prudential or financial condition or other events applicable to MUFG or its subsidiaries under regulatory requirements, will result in a write-down, write-off or conversion into equity of such loans or investments, or other changes in the legal or regulatory form or the ranking of the claims MUFG has against the subsidiaries. For example, to ensure that each of its material subsidiaries in Japan deemed systemically important by the FSA maintains the minimum level of Internal TLAC (as defined below) required pursuant to the Internal TLAC requirements in Japan, or to comply with the capital adequacy regulations applicable to its material subsidiaries, MUFG has extended, and plans to extend, to its material subsidiaries, which are currently the Bank, the Trust Bank and MUMSS, using the net proceeds from the sale of the debt securities and other debt instruments, subordinated loans that are intended to qualify as Internal TLAC instruments pursuant to the Internal TLAC requirements, their Tier 2 capital instruments or Additional Tier 1 capital instruments or other regulatory capital instruments pursuant to the applicable capital adequacy regulations, as applicable, in Japan, including those relating to contractual loss absorption provisions, or Contractual Loss Absorption Provisions, that will discharge or extinguish the loans or convert them into ordinary shares of the subsidiaries if the FSA determines that the relevant subsidiaries are non-viable due to material deterioration in their financial condition. Any such contractual mechanism, if triggered, could adversely affect MUFG’s ability to obtain repayment of such loans and investments and to meet its obligations under the debt securities as well as the value of the debt securities.

The debt securities are intended to qualify as our External TLAC debt as well as our Tier 2 capital or Additional Tier 1 capital, as applicable, and as a result, the value of the debt securities could be materially adversely affected, and you may lose all or a portion of your investments.

All of the debt securities are intended to qualify as our external total loss-absorbing capacity, or External TLAC, debt under the Japanese TLAC Standard (as defined below). The senior debt securities may be subject to loss absorption in a Japanese insolvency proceeding if MUFG becomes subject to orderly resolution measures under the Deposit Insurance Act of Japan (Act No. 34 of 1971, as amended; the “Deposit Insurance Act”) and

Japanese insolvency laws as described below. The Tier 2 Securities are intended to qualify also as our Tier 2 capital, and the AT1 Securities are intended to qualify also as our Additional Tier 1 capital under the applicable Japanese laws and regulations. As such, the Tier 2 Securities and the AT1 Securities will be fully and permanently written down under their respective contractual terms, if MUFG becomes subject to orderly resolution measures under the Deposit Insurance Act. See also “—Risks Related to the Tier 2 Securities” and “—Risks Related to the AT1 Securities” as well as “Item 4.B. Information on the Company—Business Overview—Supervision a

SEC Form 424B5 filed by Mitsubishi UFJ Financial Group Inc.