Registration No. 333-242048
SUBJECT TO COMPLETION DATED April 11, 2023
PROSPECTUS SUPPLEMENT
(To prospectus dated August 7, 2020)
Mitsubishi UFJ Financial Group, Inc.
$ Senior Callable Floating Rate Notes due April
, 2026
$ % Senior Callable
Fixed-to-Fixed Reset Rate Notes due April , 2026
$ % Senior Callable Fixed-to-Fixed Reset Rate Notes due April
, 2029
$ % Senior Callable
Fixed-to-Fixed Reset Rate Notes due April , 2034
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. 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.
The senior callable floating rate notes due April
, 2026, or the floating rate notes, will bear interest from (and including) April , 2023 to (but excluding) April , 2026 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 , 2023, 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 NotesFloating Rate Notes.
The senior callable fixed-to-fixed reset rate notes due April , 2026, or the
3-year notes, the senior callable fixed-to-fixed reset rate notes due April , 2029, or the 6-year notes, and the senior callable fixed-to-fixed reset rate notes due April , 2034, or the 11-year
notes, collectively referred to as the fixed-to-fixed reset rate notes, will bear interest from (and including) April , 2023 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 , 2023.
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 3-year notes, % on the 6-year notes and % on the 11-year notes, respectively, payable semi-annually in
arrears on April and October 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 NotesOptional 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 SecuritiesOptional
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 below). The Notes will be our senior unsecured obligations but will be structurally subordinated to the liabilities of MUFG s subsidiaries. See Risk Factors 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 Exchanges Euro MTF Market. The Luxembourg Stock Exchanges 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).
Investing in the Notes
involves risks. See Risk Factors beginning on page SP-1 of this prospectus supplement and page 6 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, or
any other governmental agency or instrumentality.
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Price to Public(1) |
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Underwriting Discounts
and Commissions(2) |
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Proceeds to us
(before
expenses)(1) |
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Per Floating Rate Note due 2026 |
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% |
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% |
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% |
Total Floating rate Notes due 2026 |
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$ |
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$ |
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$ |
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Per 3-year Note due 2026 |
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% |
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% |
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% |
Total 3-year Notes due 2026 |
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$ |
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$ |
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$ |
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Per 6-year Note due 2029 |
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% |
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% |
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% |
Total 6-year Notes due 2029 |
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$ |
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$ |
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$ |
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Per 11-year Note due 2034 |
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% |
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% |
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% |
Total 11-year Notes due 2034 |
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$ |
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$ |
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$ |
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(1) |
Plus accrued interest, if any, after April , 2023. |
(2) |
For additional underwriting compensation information, see Underwriting (Conflicts of Interest).
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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 , 2023.
Joint Lead Managers and Joint Bookrunners
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Barclays (3 -year floating rate
notes) |
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BofA Securities
(3-year fixed-to-fixed reset rate notes) |
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Citigroup
(6-year notes) |
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J.P. Morgan
(11-year notes) |
The date of this prospectus supplement is April
, 2023