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A.History and Development of the Company
MUFG is a bank holding company incorporated as a joint stock company (kabushiki kaisha) under the Companies Act of Japan. We are the holding company for MUFG Bank, Ltd. (formerly, The Bank of Tokyo-Mitsubishi UFJ, Ltd.), Mitsubishi UFJ Trust and Banking Corporation, Mitsubishi UFJ Securities Holdings Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Mitsubishi UFJ NICOS Co., Ltd., Mitsubishi UFJ Asset Management Co., Ltd., and other companies engaged in a wide range of financial businesses.
On April 2, 2001, The Bank of Tokyo-Mitsubishi, Ltd., Mitsubishi Trust and Banking Corporation, or Mitsubishi Trust Bank, and Nippon Trust and Banking Co., Ltd. established Mitsubishi Tokyo Financial Group, Inc., or MTFG, to be a holding company for the three entities. Before that, each of the banks had been a publicly traded company. On April 2, 2001, through a stock-for-stock exchange, they became wholly-owned subsidiaries of MTFG, and the former shareholders of the three banks became shareholders of MTFG. Nippon Trust and Banking was later merged into Mitsubishi Trust Bank.
On June 29, 2005, the merger agreement between MTFG and UFJ Holdings, Inc. was approved at the general shareholders meetings of MTFG and UFJ Holdings. As the surviving entity, MTFG was renamed “Mitsubishi UFJ Financial Group, Inc.” The merger of the two bank holding companies was completed on October 1, 2005.
On September 30, 2007, Mitsubishi UFJ Securities Holdings, which was then called “Mitsubishi UFJ Securities Co., Ltd.,” or MUS, became our wholly-owned subsidiary through a share exchange transaction.
On October 13, 2008, we formed a global strategic alliance with Morgan Stanley and, as part of the alliance, made an equity investment in Morgan Stanley in the form of convertible and non-convertible preferred stock, and subsequently appointed a representative to Morgan Stanley’s board of directors.
On October 21, 2008, we completed a tender offer for outstanding shares of ACOM CO., LTD. common stock, raising our ownership in ACOM to approximately 40%.
On November 4, 2008, Bank of Tokyo-Mitsubishi UFJ completed the acquisition of all of the shares of common stock of UnionBanCal Corporation, or UNBC, not previously owned by Bank of Tokyo-Mitsubishi UFJ and, as a result, UNBC became a wholly-owned indirect subsidiary of MUFG.
On May 1, 2010, we and Morgan Stanley integrated our securities and investment banking businesses in Japan into two joint venture securities companies, one of which is Mitsubishi UFJ Morgan Stanley Securities. Mitsubishi UFJ Morgan Stanley Securities was created by spinning off the wholesale and retail securities businesses conducted in Japan from Mitsubishi UFJ Securities Holdings and subsequently assuming certain operations in Japan from a subsidiary of Morgan Stanley.
On June 30, 2011, we converted all of our Morgan Stanley’s convertible preferred stock into Morgan Stanley’s common stock, resulting in our holding approximately 22.4% of the voting rights in Morgan Stanley. Further, we appointed a second representative to Morgan Stanley’s board of directors on July 20, 2011. Following the conversion on June 30, 2011, Morgan Stanley became our equity-method affiliate. As of March 31, 2026, we held approximately 23.9% of the voting rights in Morgan Stanley and had two representatives appointed to Morgan Stanley’s board of directors. We and Morgan Stanley continue to pursue a variety of business opportunities in Japan and abroad in accordance with the global strategic alliance.
On December 18, 2013, we acquired approximately 72.0% of the total outstanding shares of Krungsri through Bank of Tokyo-Mitsubishi UFJ. As a result of the transaction, Krungsri has become a consolidated subsidiary of Bank of Tokyo-Mitsubishi UFJ.
On July 1, 2014, we integrated Bank of Tokyo-Mitsubishi UFJ’s operations in the Americas region with UNBC’s operations and changed UNBC’s corporate name to “MUFG Americas Holdings Corporation.” On the same day, Union Bank, N.A., which was MUFG Americas Holdings’ principal subsidiary and our primary operating subsidiary in the United States, was also renamed “MUFG Union Bank, N.A.” On July 1, 2016, MUFG Americas Holdings was designated as our U.S. intermediate holding company to comply with the FRB’s enhanced prudential standards.
On January 5, 2015, Bank of Tokyo-Mitsubishi UFJ integrated its Bangkok branch with Krungsri through a contribution in kind of the Bank of Tokyo-Mitsubishi UFJ Bangkok branch business to Krungsri, and Bank of Tokyo-Mitsubishi UFJ received newly issued shares of Krungsri common stock. As a result of this transaction, Bank of Tokyo-Mitsubishi UFJ’s ownership interest in Krungsri increased to 76.9%.
On October 1, 2017, we acquired all of the shares of common stock of Mitsubishi UFJ NICOS which we did not previously own and, as a result, Mitsubishi UFJ NICOS became a wholly-owned subsidiary of MUFG.
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On December 29, 2017, Bank of Tokyo-Mitsubishi UFJ initially acquired 19.9% of the shares of common stock of PT Bank Danamon Indonesia, Tbk. On May 1, 2019, MUFG Bank, Ltd. completed a series of transactions to increase its ownership interest in Bank Danamon to 94.1%, as a result of which Bank Danamon became MUFG Bank’s consolidated subsidiary.
On April 1, 2018, we changed Bank of Tokyo-Mitsubishi UFJ’s corporate name to “MUFG Bank, Ltd.”
On August 2, 2019, Mitsubishi UFJ Trust and Banking completed its acquisition of 100% of the shares in each of nine subsidiaries of Colonial First State Group Limited which collectively represent the global asset management business known as Colonial First State Global Asset Management, or CFSGAM, from Australian financial group Commonwealth Bank of Australia and its wholly-owned subsidiary Colonial First State Group Limited. As a result of the acquisition, the nine subsidiaries became our consolidated subsidiaries. In September 2019, CFSGAM was rebranded as First Sentier Investors and, in July 2025, was rebranded as First Sentier Group.
On April 2, 2021, Mitsubishi UFJ NICOS announced a plan to integrate its credit card settlement systems that have been maintained separately for various credit card brands. Specifically, the plan is to integrate the systems used for the DC credit card brand and the NICOS credit card brand into the system used for the MUFG credit card brand. As of December 2025, the integration of the systems for the MUFG credit card brand and the DC credit card brand was completed, and the integration of the system for the NICOS credit card brand is ongoing. The plan has an estimated aggregate budget of approximately ¥140 billion through the end of calendar year 2030. The plan may be modified to flexibly respond to changes in the business environment.
On December 1, 2022, MUFG Americas Holding completed the transfer of all of the shares in MUFG Union Bank to U.S. Bancorp.
On February 3, 2023, MUFG announced a plan to build a new MUFG Headquarters Building at the location where the MUFG and MUFG Bank head office building stood previously in order to accommodate the head office functions of the holding company, the commercial bank, the trust bank, and the securities company of the MUFG Group in one location. This plan is currently allocated a budget of approximately ¥209 billion through the planned completion in October 2030, subject to adjustments due to changes in relevant circumstances such as rising prices.
On April 1, 2024, Mitsubishi UFJ Trust and Banking transferred 100% of the shares in Mitsubishi UFJ Asset Management Co., Ltd. to MUFG as a dividend. As a result of the transaction, Mitsubishi UFJ Asset Management has become a directly held, wholly owned subsidiary of MUFG. Mitsubishi UFJ Asset Management was formed through the merger between Mitsubishi UFJ Kokusai Asset Management Co., Ltd. and MU Investments Co., Ltd. on October 1, 2023.
Our registered address is 4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8330, Japan, and our telephone number is 81-3-3240-8111.
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B.Business Overview
We are one of the world’s largest and most diversified financial groups with total assets of ¥425.58 trillion as of March 31, 2026. The Group is comprised of MUFG Bank, Mitsubishi UFJ Trust and Banking, Mitsubishi UFJ Morgan Stanley Securities (through Mitsubishi UFJ Securities Holdings), Mitsubishi UFJ NICOS, Mitsubishi UFJ Asset Management Co., Ltd., and other subsidiaries and affiliates, for which we are the holding company. As a bank holding company, we are regulated under the Banking Act of Japan. Our services include commercial banking, trust banking, securities, credit cards, consumer finance, asset management, leasing and many more fields of financial services. As of March 31, 2026, the Group had the largest overseas network among Japanese banks, consisting of approximately 2,000 business locations in more than 41 countries, domestic and overseas, including Krungsri in Thailand and Bank Danamon in Indonesia. MUFG’s role as the holding company is to strategically manage and coordinate the activities of our business groups. Group-wide strategies are determined by the holding company and executed by our subsidiaries.
Medium-Term Business Plan
Japan faces structural challenges such as a declining birth rate, an aging society and a shrinking population. At the same time, AI and other digital technologies have been rapidly developing and penetrating our daily lives, and the social and economic structures are being transformed through such new technologies and increasingly more sophisticated use of data, while work style and values are becoming more diverse. Our business environment is impacted by these accelerating megatrends and is changing significantly amid the growing fragmentation manifested in heightened geopolitical conflicts as well as changes in monetary policies, economic conditions and financial markets, including inflation and rising Japanese yen interest rates.
We seek to meet these changes through effective utilization of our ability to facilitate “connections,” leveraging our extensive network and diverse solutions. By seizing the opportunity presented by changes surrounding MUFG’s business through the current Medium-term Business Plan for the three-year period ending March 31, 2027, we seek to pursue and achieve growth. Through this Plan, we will continue to strive to meet expectations of all of our stakeholders—including customers, shareholders and employees—by achieving higher profitability and improved return on equity, while remaining “committed to empowering a brighter future.”
The descriptions of our Medium-term Business Plan below contain forward-looking statements reflecting our current intent, plans, targets, beliefs or expectations and are subject to risks, uncertainties and assumptions. See “Forward-Looking Statements” and “Item 3.D. Key Information—Risk Factors.”
Fundamental Direction
In our current Medium-term Business Plan, building on the strategic initiatives launched in accordance with our previous Medium-term Business Plan, we intend to focus on both growth strategies and efforts to facilitate social and environmental solutions through transformation and innovation. Accordingly, the current Medium-term Business Plan is built on three strategic pillars—(1) expand and refine growth strategies, (2) accelerate transformation and innovation, and (3) drive social and environmental progress.
In this era of accelerating changes and increasing division and disconnect, we aspire to maximize our ability to innovate and connect, to produce economic and social value as we continue to strive to fulfill our commitment to empowering a brighter future. We consider this commitment to be the most fundamental purpose of our existence, defining our values and vision, to be shared among all of us as "MUFG Way."
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Promoting Key Strategies
In order to pursue and achieve growth under the current Medium-term Business Plan, based on the three strategic pillars described above, we have formulated key strategies and identified priority issues under each pillar.
To “Expand & Refine Growth Strategies,” in Japan, we will aim to maximize customer life-time value by strengthening our retail customer base, while enhancing the succession business through a “corporate x wealth management” business model. Overseas, we will strive for higher profitability by evolving our Global Corporate & Investment Banking (GCIB) and Global Markets (GM) integrated business model, and seek to seize opportunities arising from Asia’s economic growth by strengthening our collaboration with subsidiary and partner banks. In addition, we will seek to enhance value provided to customers and strengthen our business foundations through initiatives to contribute to making Japan a leading asset management center and through value chain support in green transformation, while also taking on the challenge of building a new business portfolio for medium- to long-term growth.
To “Drive Social & Environmental Progress,” recognizing that pursuing social value together with economic value is key to enhancing corporate value, we have identified ten priority issues under three areas: “Sustainable society,” “Vibrant society,” and “Resilient society,” and we will seek to promote initiatives to address these issues.
To “Accelerate Transformation & Innovation,” we will strive to accelerate transformation of our corporate culture, including increasing agility, expand our human capital investment, increase our system development capacity, and enhance our AI/data infrastructure, while further improving our risk management and compliance.
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A. Expand & Refine Growth Strategies
Key strategies Key initiatives
Strengthen domestic retail customer base •Improve customer satisfaction by enhancing customer experience. By building long-term business relationships, maximize customer life-time value.
Strengthen corporate x wealth management (WM) business •Offer diverse solutions through both corporate and individual customer-based approaches.
Evolve Global Corporate & Investment Banking-Global Markets integrated business model •Pursue higher capital efficiency through GCIB-GM integrated business model through, e.g., collaboration between the primary market functions and the sales & trading functions, cross-selling, and strengthening distribution.
Strengthen APAC business and platform resilience •Construct resilient platforms in Asia by strengthening collaboration with subsidiary and partner banks and expanding initiatives on “cultivate Asia x digital” aimed at seizing opportunities arising from Asia’s expanding financial needs through investment in digital financial business.
Contribute to making Japan a leading asset management center •Assist customers in building more prosperous lives by promoting investment and supporting asset formation throughout the investment chain, contributing to making Japan a leading asset management center.
Support value chain in green transformation •Promote green transformation, or GX, investment among customers by proposing solutions to customers’ issues that go beyond financing, such as co-creation of GX projects and support for transitions.
Challenge to build a new business portfolio •Cultivate a business portfolio characterized by both high growth and high profitability through the development of new business areas and innovative business models incorporating customer and societal issues and advances in new technologies.
B.Drive Social & Environmental Progress
Priority issues Main initiatives
Sustainablesociety Achievement of carbon neutral society Accelerating engagement and support for energy transition
Natural capital and biodiversity restoration Providing solutions for reducing dependency and impact on nature
Promoting of circular economy Supporting technology and investment for transition to circular economy
Vibrant society Industry development and innovation support Providing funding for growth and expand scope of asset management
Response to aging population and low birthrate Supporting asset and business succession, promoting investment and asset building
Increasing access to financial services Providing services to linked to everyday needs and contributing to financial inclusion
Management focusing on human capital Creating a workplace focused on holistic well-being where employees are empowered to thrive
Resilientsociety Respect for human rights Strengthening human rights due diligence throughout supply chain
Ensuring secure and safe services Strengthening cybersecurity measures and operational resilience
Demonstration of robust corporate governance Business operations that make every effort to serve customers’ best interests
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C.Accelerate Transformation & Innovation
Key strategies Key initiatives
Accelerate transformation to be more agile •Facilitate transformation to instill a corporate culture in which people think, decide, and act independently, and do so swiftly.
Expand human capital investment •Accelerate synchronization of human capital strategies with business strategies, with each employee working actively and vigorously with a high degree of professionalism, to become a global financial group that contributes to customers and society.
Increase system development capacity •Strive to increase system development capacity in preparation for the planned increase in system investment, and aim to increase the amount and ratio of investment in strategic projects.
Enhance AI/data infrastructure •Promote data utilization by enhancing AI promotion functions and business intelligence.•Enhance technological research capacity through the use of new technologies such as generative AI and improved intelligence.
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MUFG’s Approach to Sustainability
We believe the following sustainability-related risks and opportunities as matters that could reasonably be expected to affect the prospects of the MUFG Group:
•climate-related risks and opportunities;
•human capital-related opportunities;
•cybersecurity-related risks; and
•business ethics (compliance)-related risks.
Our approach to sustainability is an integrated one through which we seek to incorporate into our business strategy our efforts to contribute to social and environmental progress in compliance with all applicable laws and to the extent we deem appropriate. We seek to address sustainability-related issues by creating business opportunities while carefully managing the associated risks.
We prepare certain sustainability-related disclosures, including the disclosure below, with reference to the sustainability-related disclosure standards developed by the Sustainability Standards Board of Japan, or SSBJ, which, according to the SSBJ, are intended to align with the sustainability disclosure standards developed by the International Sustainability Standards Board.
For information regarding our cybersecurity-related governance and risk management, see “Item 16K. Cybersecurity.” For information regarding our business ethics (compliance)-related governance and risk management, see “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk—Compliance,” “Item 16B. Code of Ethics” and “Item 16J. Insider Trading Policies.”
For information on our overall governance framework, see “Item 6. Directors, Senior Management and Employees.” For information on our overall risk management framework, see “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk.”
Governance
(1) Climate
Climate-related matters are primarily managed by the Executive Committee with various management sub-committees under the oversight of the Board of Directors. The Sustainability Committee, which is a sub-committee of the Executive Committee and is chaired by the Chief Sustainability Officer, regularly deliberates and determines policies for addressing climate-related matters, including climate-related risks and opportunities, and monitors our progress on related initiatives. The Sustainability Committee reports to the Executive Committee and, as necessary, also to the Board of Directors.
A global group-wide working-level project team has been established to strategize and monitor implementation of plans and measures designed to manage risks and achieve the targets and goals for climate-related initiatives determined by the Sustainability Committee through internal working groups, each responsible for a specialized area of focus.
(2) Human Capital
Basic policies and key strategies related to human resources are discussed at, and shared as appropriate between, the Human Resources Management Meeting, a sub-group of the Executive Committee in which the Group CEO, the Group Chief Human Resources Officer, and other key management members participate, and the Sustainability Committee under the oversight of the Board of Directors. Each MUFG subsidiary considers specific personnel measures and initiatives under the oversight of the director in charge of human resources at each subsidiary based on the basic policies and key strategies determined at the holding company level in a manner informed by the distinct needs and laws of different jurisdictions.
The progress on each strategy is reported to, and deliberated and evaluated by, the Human Resources Management Meeting, the Sustainability Committee, and the Executive Committee, and shared with each other and with the Board of Directors as appropriate.
Risks & Opportunities
(1) Climate
We have identified the four categories of risk in the table below as climate-related risks that could reasonably be expected to affect the MUFG Group’s prospects.
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Risk Type Risk Category Description
Transition risk Credit risk A negative effect on our corporate customers' business activities and financial positions due to their inability to deal with government policies, regulatory requirements, customer requests, or evolving trends in technological developments.
Transition risk Operational (legal and regulatory, etc.) risk Risk of our failing to comply with climate-related regulations related to sustainable finance, sustainability disclosures and other matters, and being subject to administrative actions, including monetary penalties, litigation and other consequences.
Transition risk Franchise risk Deterioration of our franchise value resulting from external stakeholders assessing our carbon neutrality plans and initiatives as inappropriate or insufficient. Deterioration of our franchise value, and adverse effects on our human capital management, resulting from our relationships with business partners whose environmental considerations are deemed insufficient or from delays in our own transition.
Physical risk Credit risk Direct damage to assets held by our corporate customers due to extreme weather and negative spillover effects on their business activities and financial position through indirect impacts on their supply chains.
We have also identified the following opportunity as a climate-related opportunity that could reasonably be expected to affect the MUFG Group’s prospects.
Opportunity Type Description
Climate-related business, including finance Enhancing our understanding of new needs and issues of customers through engagement to support their decarbonization-related activities, and increasing revenue through the provision of solutions, including finance.
Our sustainable finance currently consists of the provision of financing, including loans, equity investments in funds, arrangements of project finance and syndicated loans, underwriting of equities and bonds, and financial advisory service, with reference to relevant external standards, such as the Green Loan Principles, the Green Bond Principles and the Social Bond Principles, to businesses that are considered to contribute to the adaptation to and moderation of adverse climate-related developments, as well as fundamental service businesses, including, but not limited to, those involved in basic infrastructure and essential public services.
(2) Human Capital
With respect to human capital-related opportunities, we view the following four priority considerations in our human capital management as "opportunities" that lead to enhancement of our corporate value: (1) pursuit of professionalism (i.e., securing the necessary quantity and quality of human resources), (2) improvement of engagement (i.e., job satisfaction), (3) building an inclusive culture, and (4) health management (i.e., maintenance and improvement of employees' physical and mental health). Through initiatives to address these considerations, we seek to realize the well-being of employees and strengthen the two pillars of our human capital management, namely, "strengthening business competitiveness" and "fostering a culture of 'challenge and speed.'" Failure to achieve the goals set out for such initiatives may, however, lead to difficulty or inability to enhance our corporate value as we intend. Our human capital management framework may not be sufficient to enable necessary human resources to be recruited, developed, assigned and retained as, when and where appropriate, which, in turn, may adversely affect management’s ability to realize growth and other strategies.
(a) Human Resource Development
We have formulated MUFG Human Resources Principles as our basic approach to realizing human-capital management based on MUFG Way. Our basic philosophy regarding human resource development is “to provide educational opportunities where each employee can enhance his or her insight and ethical standards as well as his or her knowledge and expertise, and to support the self-motivated career development of employees while at the same time developing diverse professional human resources that can embody MUFG Way.” In order to provide value that exceeds the expectations of society and customers, we intend to accelerate our effort to further synchronize business strategies with human capital management and promote the enhancement of skills and expertise of each employee.
(b) Workplace Environment Improvement
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In order to realize MUFG Way, we are promoting “human capital-oriented management” as a priority issue in our sustainability management. As one of the largest and most diversified global financial groups, we aim to develop a broad talent pool and provide a work environment in which employees can perform at their best. We also seek to help our employees demonstrate their full potential through implementation of measures designed to promote mental and physical health and inclusion. At the same time, we seek to provide a work environment in which employees worldwide can grow and thrive as professionals. In this way, we endeavor to assist our employees in realizing and sustaining their well-being in the medium- and long-term.
We have established a personnel system designed to attract and retain necessary human resources and maximize the abilities of our employees. At the same time, we aim to provide compensation that is competitive compared to other companies. Our personnel system is also designed to ensure compliance with laws and regulations in each country and region in which we operate through, for example, regular monitoring and measures to improve working hours. We provide various employee benefits, including asset-building savings schemes, corporate pensions, and stock ownership associations to help our employees with their asset building and financial wellness.
Risk Management
(1) Climate
In order to strengthen our response to risks arising from climate-related developments, climate-related risk management is currently being integrated into our overall risk management framework with an aim to better enable identification, measurement and reduction of climate-related risks and their potential portfolio, business and financial impact from a comprehensive group-wide perspective. Climate-related risks are reported to, and evaluated and deliberated by, the Risk Management Committee, which is a sub-committee of the Executive Committee and is chaired by the Chief Executive Officer. Climate-related risk evaluation and deliberation by the Risk Management Committee are exchanged, as appropriate, with other relevant committees, including the Sustainability Committee. The Risk Committee, which is a committee of the Board of Directors and is chaired by an independent outside director, also receives reports from these committees and evaluates and deliberates on material climate-related matters. Evaluations and deliberations by these committees are shared with the Board of Directors as appropriate. Our risk management framework is intended to address transition risks as well as physical risks. We employ various risk assessment tools, including, for example, scenario analysis with reference to scenario information made available by intergovernmental or industry groups, and make continuous efforts to improve our risk assessment framework.
For a discussion of our climate-related risks, see “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business Environment—Climate-related risks could have a material adverse impact on us and our clients.”
Credit risk management relating to sustainable finance is currently being integrated into our overall credit risk management framework, where the Credit Committee, which is a sub-committee of the Executive Committee and is chaired by the Chief Risk Officer, deliberates and determines policies for addressing credit risk-related matters and monitors the group-wide credit exposures and credit risk management, and the Credit and Investment Management Committee, which is another sub-committee of the Executive Committee and is chaired by the Chief Executive Officer, is tasked with managing the overall group-wide credit and equity investment portfolios.
(2) Human Capital
We manage human resource risk by defining it as one of the operational risks. Human resource risk includes, among other things, personnel retention risk and employee morale deterioration risk. These risks are reported to, and evaluated and deliberated by, the Risk Committee, the Risk Management Committee, and the Executive Committee, and shared with the Board of Directors as appropriate. Human resource risk evaluation and deliberation by these committees are exchanged, as appropriate, with other relevant committees, including the Sustainability Committee and the Human Resources Management Meeting.
Strategies & Goals
(1) Climate
In May 2021, we announced our intent to achieve net zero greenhouse gas, or GHG, emissions from our operations by the end of the fiscal year ending March 31, 2031 and net zero GHG emissions from our financed portfolio by the end of calendar year 2050. These goals demonstrate our support for the goals of the Paris Agreement on Climate Change, which has been endorsed by the government of Japan, and our recognition of climate-related risks and opportunities as a top strategic priority for the MUFG Group. We seek to contribute to achieving the Paris Agreement target, including through the realization of carbon neutrality by 2050, support a smooth transition to a decarbonized society through our business operations, and contribute to realizing a sustainable society through
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a virtuous cycle between the environment and the economy. In line with these targets and goals, we currently have in place various transition strategies.
(2) Human Capital
(a) Inclusion
We are working to create a workplace where our employees can make the most of their abilities. For example, recognizing that raising gender representation in managerial, i.e., line manager (jicho or kacho) or higher, positions in Japan is an urgent issue, in line with relevant policies and initiatives of the government and industry groups in Japan, we are working on the development and promotion of female representation in Japan in the medium and long term. For our three major subsidiaries, MUFG Bank, Ltd., Mitsubishi UFJ Trust and Banking Corporation, and Mitsubishi UFJ Morgan Stanley Securities Co. Ltd., on a combined basis, we achieved our target as of March 31, 2026 with a result of 26.6% female representation in such positions in Japan, including personnel decisions and transfer instructions finalized on or before March 31, 2026 but implemented thereafter. Under our Medium-term Business Plan, we aim to attain 27.0% for female representation in such positions in Japan on the same basis by the end of the fiscal year ending March 31, 2027.
(b) Employee Well Being
Recognizing that enhancing engagement is essential for sustained increases in corporate value, we take annual employee surveys as a means to gauge employee engagement (engagement score) and utilize the results to consider and implement various measures. Under our Medium-term Business Plan, we have set a target engagement score on a group-wide basis and intend to make a concerted effort to improve engagement.
Uncertainties, Risks & Other Important Notes
Our ability to achieve any one or more of the foregoing targets and goals is subject to various uncertainties and risks, which may be beyond our control. If any such uncertainty or risk materializes, we may be unable to achieve our targets and goals. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business Environment—Climate-related risks could have a material adverse impact on us and our clients.” and “Item 3.D. Key Information—Risk Factors—Operational Risk—Damage to our reputation could harm our businesses.” Additionally, certain of our disclosures herein are informed by various stakeholder expectations, including third-party sustainability frameworks and are therefore not necessarily material for purposes of our disclosures under federal U.S. securities laws or otherwise.
Business Groups
Our business groups are organized as follows with an aim to further integrate the expertise and capabilities of our subsidiaries to respond to the needs of our customers more effectively and efficiently.
Retail & Digital Business Group
The Retail & Digital Business Group focuses on serving retail customers, excluding wealth management customers, in Japan. This business group was formed on April 1, 2024 through the strategic reorganization of the Digital Service Business Group and the Retail & Commercial Banking Business Group. This reorganization was a response to the evolving and diversifying retail customer needs, including the demand for asset management solutions, driven by shifts in the economic and financial landscape. This business group seeks to enable a wider range of retail customers to flexibly utilize MUFG’s diverse service channels.
One of the strategic missions of this business group is to expand its touchpoints by optimally mixing the three service channels under the concept of “Real (Face-to-Face) × Remote × Digital” and deliver customer experience that makes its customers think “I’m glad I chose MUFG.” By maximizing customer life-time value (LTV), including through the release of Emut, a new service brand, in June 2025, we aim to further strengthen our retail business.
Commercial Banking & Wealth Management Business Group
The Commercial Banking & Wealth Management Business Group provides a wide range of financial products and services, including lending, fund settlement, M&A, inheritance, real estate, asset management, and business and asset succession solutions, to meet the diverse needs of not only large enterprises managed by the branches in Japan, but also small and mid-sized enterprises in Japan as well as domestic retail clients in the wealth management segment.
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Taking into account recent developments in the market and social environments in Japan, such as heightened geopolitical risks, including the situation in the Middle East, the recent gradual transition to a world with interest rates, the declining birthrate and the aging population, advances in new technology such as generative and agentic AI, as well as the Japanese government's policies to encourage investments in startups and promote asset management, we aim to strengthen our business succession and asset succession solutions in the overlapping areas between the corporate commercial banking business and the wealth management business, in addition to the products and services tailored to each of the corporate segment and the wealth management segment.
Japanese Corporate & Investment Banking Business Group
The Japanese Corporate & Investment Banking Business Group provides a comprehensive suite of services to large Japanese corporate customers pursuing global expansion and corporate value enhancement. Our offerings include lending, fund settlement, and foreign exchange services, as well as integrated investment banking and real estate-related solutions, leveraging the expertise of each group entity.
We seek to enhance profitability through strategic pricing to achieve appropriate returns, while further strengthening balance sheet management in response to changes in the interest rate environment and maintaining financial soundness. We also continue to work on the plan to reduce equity holdings as part of our portfolio risk management.
Our customers are expanding their business domains to address social issues. Through ongoing engagement, we offer to partner with them to develop new industries and business opportunities. In doing so, we aim to originate and provide financing, thereby contributing to the resolution of social issues.
Asset Management & Investor Services Business Group
The Asset Management & Investor Services Business Group covers the asset management and investor services businesses of Mitsubishi UFJ Trust and Banking, MUFG Bank and Mitsubishi UFJ Asset Management. The business group offers a full range of asset management and investor services for corporations and pension funds, including pension fund management and administration, advice on pension structures, and payments to beneficiaries, and also offers investment trusts for retail customers.
We aim to expand our asset management and investor services business by enhancing the quality of our products and services, effectively utilizing the broad customer base of the MUFG Group and improving our operational efficiency through IT technology.
Global Corporate & Investment Banking Business Group
The Global Corporate & Investment Banking Business Group covers the corporate, investment and transaction banking businesses of MUFG Bank and its subsidiaries, including the overseas securities companies that were previously subsidiaries of Mitsubishi UFJ Securities Holdings. Through a global network of offices and branches, we provide non-Japanese large corporate and financial institution customers with a comprehensive set of solutions that meet their increasingly diverse and sophisticated financing needs. On October 1, 2025, MUFG Bank acquired all of the shares in MUFG Securities EMEA plc, MUFG Securities Asia Limited, and MUFG Securities (Canada), Ltd. previously owned by Mitsubishi UFJ Securities Holdings through a series of internal reorganization transactions, making them MUFG Bank’s wholly owned subsidiaries.
Through the integrated business management structure between the Global Corporate & Investment Banking Business Group and the Global Markets Business Group, we aim to offer a wide range of financial services to meet the diverse needs of both corporate and institutional investor customers.
The expansion of the global corporate and investment banking and global markets businesses has been an important pillar of the MUFG Group’s growth strategy. We continue to work to strengthen the strategic alignment and collaboration among our group companies and across global geographies in order to best deploy our comprehensive expertise to provide our customers with value-added solutions and services.
Corporate Banking
Through our global network of offices and branches, we provide a full range of corporate banking solutions, such as project finance, export credit agency finance, and financing through asset-backed commercial paper. Our primary customers include large corporations, financial institutions, sovereign and multinational organizations, and institutional investors that are headquartered outside of Japan.
Investment Banking
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We provide investment banking services such as debt and equity issuance and M&A-related services to help our customers develop their financial strategies and realize their business goals. In order to meet customers’ various financing needs, we have established a customer-oriented coverage model through which our product experts coordinate with one another to offer innovative financing services globally. We have further integrated the management of the operations of our commercial banking and securities subsidiaries to enhance collaboration. We are one of the world’s top providers of project finance, one of the core businesses of the Global Corporate & Investment Banking Business Group. We provide sophisticated professional services in arranging limited-recourse finance and secured finance, and offering financial advice in various sectors, including natural resources, power, and infrastructure, backed by our experience, expertise, knowledge, and global network.
Transaction Banking
We provide commercial banking products and services for large corporations and financial institutions in managing and processing domestic and cross-border payments, mitigating risks in international trade, and providing working capital optimization. We provide customers with support for their domestic, regional and global trade finance and cash management programs through our extensive global network.
Global Commercial Banking Business Group
The Global Commercial Banking Business Group provides a comprehensive array of financial products and services such as loans, deposits, fund transfers, investments and asset management services for local retail customers, small and medium-sized enterprises, and corporate customers across the Asia-Pacific region through our major local commercial banking subsidiaries and affiliates outside of Japan referred to as “Partner Banks.” Our Partner Banks include Krungsri in Thailand, Bank Danamon in Indonesia, VietinBank in Vietnam and Security Bank in the Philippines. Additionally, in India, which is another market of strategic importance to MUFG, we have been strengthening our presence through strategic investments, most recently in Shriram Finance Limited in April 2026, as further described below.
The network among the Partner Banks, together with our strategic presence in India, covers a vast market, spanning five countries with a total population of approximately two billion. The market is expected to expand further in the medium to long term as the GDP growth rates are expected to remain relatively high in these countries with corresponding financial needs. We believe that our network, which combines the global reach of the MUFG Group companies with strong regional presence of the Partner Banks and other overseas affiliates of MUFG, provides us with unique competitive advantages. We aim to further strengthen the network by promoting business collaboration and enhancing governance. In addition, through continuous strategic investments in business areas such as digital financial services, we seek to contribute to financial inclusion in Asia and capture the business opportunities arising from the economic growth of the region.
Bank of Ayudhya Public Company Limited (Krungsri)
Krungsri is a strategic subsidiary of MUFG Bank in Thailand. Krungsri provides a comprehensive range of banking, consumer finance, investment, asset management, and other financial products and services to retail consumers, small and medium-sized enterprises, and large corporations mainly in Thailand through 556 branches (consisting of 515 banking branches, 40 automobile finance business branches and one overseas branch) and other service outlets nationwide. MUFG owns a 76.88% ownership interest in Krungsri through MUFG Bank as of March 31, 2026. By combining Krungsri’s local franchise with competitive presence in the retail and small and medium-sized enterprise banking markets in Thailand with MUFG Bank’s global financial expertise, we seek to offer a wider range of high-value financial products and services to a more diverse and larger customer base.
Krungsri’s consolidated subsidiaries include the largest credit card issuer in Thailand, along with sales finance and personal loan accounts in its portfolio, a major auto finance provider, a fast-growing asset management company and a leading microfinance service provider in Thailand. In addition, in August 2025, Tidlor Holdings Public Company Limited, a leading financial inclusion service provider in Thailand, became a consolidated subsidiary of Krungsri when Krungsri became a 46.51% shareholder with certain shareholder rights. This acquisition aligns with Krungsri’s growth strategy to expand its reach among retail and SME customers and provide an improved customer experience.
PT Bank Danamon Indonesia, Tbk. (Bank Danamon)
Bank Danamon is a strategic subsidiary of MUFG Bank in Indonesia. Bank Danamon provides a comprehensive range of banking and other financial products and services to retail consumers, small and medium-sized enterprises, and large corporations in Indonesia. It operates an extensive distribution network spread out from Aceh to Papua, with more than 1238 branches and service outlets.
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Bank Danamon also provides financing for automotive and consumer goods through PT Adira Dinamika Multi Finance Tbk (ADMF), a subsidiary of Bank Danamon. In March 2024, MUFG acquired an 80.6% ownership interest in PT Mandala Multifinance Tbk (MFIN), a multi-finance company in Indonesia, and subsequently increased its ownership interest to 99.3% in August 2024. Following these acquisitions, MUFG merged MFIN into ADMF in October 2025 to deepen the synergies of the acquisitions and enhance innovation and competitiveness by expanding the scale of business, thereby strengthening ADMF’s competitive position and presence in the local market.
MUFG made an initial investment in December 2017 and owns a 92.47% ownership interest in Bank Danamon through MUFG Bank as of March 31, 2026. This investment in Bank Danamon represents a milestone for our growth strategy in Indonesia and Southeast Asia. We aim to offer a unique and unparalleled retail and small and medium-sized enterprise banking business model based on the established local networks of our Partner Banks and MUFG’s global network to provide holistic financial services to a wider range of customers.
In May 2026, Bank Danamon and MUFG Bank agreed to enter into a memorandum of understanding to explore a potential integration of Bank Danamon and the Jakarta branch of MUFG Bank. The integration, if successfully implemented, is expected to combine the strengths, expertise, and network of both entities to offer financial solutions to a wider spectrum of customers and contribute to the growth of Indonesia’s financial services industry and the Indonesian economy. At this stage, Bank Danamon and MUFG Bank have agreed to commence preparatory work with a view toward entering into a binding agreement at a later date. The integration is expected to take effect within calendar year 2027, while the integration remains subject to further work by Bank Danamon and MUFG Bank as well as approvals from relevant regulatory authorities and Danamon’s shareholders.
Other Activities in Southeast Asia
In addition to Krungsri and Bank Danamon, we have strategic business and capital alliances with other banks, including VietinBank in Vietnam and Security Bank in the Philippines, as our Partner Banks.
VietinBank provides a wide range of financial services to consumers, small businesses, middle-market and large companies through its branch network predominantly in Vietnam. We own a 19.73% equity interest in VietinBank.
Security Bank provides a wide range of financial services to consumers, small businesses, middle-market and large companies through its branch network in the Philippines. We own a 20% equity interest in Security Bank.
We have been strategically expanding our operations in Southeast Asia with an effort to further develop our businesses abroad in cooperation with our Partner Banks. Also, as part of our strategic investments to capture growth opportunities in the digital finance area, we have completed multiple investments in fintech companies, including Silvrr Technology Co., Ltd. (known as “Akulaku”) in Indonesia, Ascend Money Company Limited in Thailand, and Globe Fintech Innovations, Inc. in the Philippines, with an aim to not only contribute to the economic growth of Asia, but also to create a world where more people can access financial services.
Strategic Investment in India — Shriram Finance Limited
In April 2026, we acquired 20% of the equity shares, on a fully diluted basis, in Shriram Finance Limited, a non-banking financial company (NBFC) in India. Shriram Finance primarily provides loans for the purchase of and working capital for used commercial and passenger vehicles to micro, small and medium enterprises (MSMEs) and individual business owners in the transportation industry. This investment follows our investment in DMI Finance Private Limited, a non-banking provider of digital financial services in India, in April 2023. We recognize India, which is expected to economically grow further in the future and become the world's third largest GDP by 2030, as another strategically important market alongside Southeast Asia. The investment in Shriram Finance represents an important step that underscores our long-term commitment to the Indian market and is expected to contribute to India’s sustainable economic growth and the advancement of financial inclusion. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Investment in Shriram Finance Ltd. through a Preferential Allotment of Shares.” We consider Asian markets outside Japan as our second major market and, through strategic acquisitions and investments across these markets, we aim to further strengthen and enhance our business platform and will continue striving to contribute to the economic growth of the region.
See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Strategies and Our Major Investees—Our strategy to expand the range of our financial products and services and the geographic scope of our business globally may fail if we are unable to anticipate or manage new or expanded risks that entail such global expansion.”
Global Markets Business Group
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The Global Markets Business Group covers the customer business and the treasury operations of MUFG Bank, Mitsubishi UFJ Trust and Banking and Mitsubishi UFJ Securities Holdings. The customer business includes sales and trading in fixed income instruments, currencies and equities as well as other investment products, and origination and distribution of financial products. The treasury operations include asset and liability management as well as global investments for the MUFG Group. We also make and manage long-term diversified investments as a sustainable revenue source.
Customer Business
Sales and Trading in Fixed Income Instruments, Currencies and Equities. We provide financing, hedging, and investment solutions to our retail, corporate, institutional, and governmental customers through sales and trading in financial market products such as fixed income instruments, currencies, and equities.
Investment Products for Non-Institutional Customers in Japan. We provide investment products such as mutual funds, and structured bonds, notes and deposits to non-institutional customers in Japan. We offer solutions using these investment products to help customers better manage their assets and liabilities. This business is conducted through the integrated operations management structure among the Global Markets Business Group, the Asset Management & Investor Service Business Group, the Commercial Banking & Wealth Management Business Group, and the Japanese Corporate & Investment Banking Business Group.
Origination and Distribution. We provide financing solutions to institutional customers through origination and distribution of financial products such as syndicated loans and securities issuances. This business is conducted through the integrated operations management structure between the Global Markets Business Group and the Global Corporate & Investment Banking Business Group.
Treasury Operations
Asset and Liability Management. We seek to manage interest rate and liquidity risks residing in our balance sheets through, among other things, transactions designed to manage the profit and loss impact attributable to market movements based on our balance sheet analyses and forecasts. Such transactions include investments in high quality liquid securities such as Japanese government bonds and U.S. Treasury bonds and trading in other financial products such as interest rate swaps and cross currency swaps.
Global Investment. Through our treasury operations, we also seek to enhance our profitability by diversifying our portfolio and strategically investing in financial products including corporate bonds and funds.
Global Strategic Alliance with Morgan Stanley
As of March 31, 2026, we held approximately 377 million shares of Morgan Stanley’s common stock representing approximately 23.9% of the voting rights in Morgan Stanley and Series C Preferred Stock with a face value of approximately $521.4 million and 10% dividend. As of the same date, we had two representatives appointed to Morgan Stanley’s board of directors. We adopted the equity method of accounting for our investment in Morgan Stanley beginning with the fiscal year ended March 31, 2012.
In conjunction with Morgan Stanley, we formed two securities joint venture companies in May 2010 to integrate our respective Japanese securities companies. We converted the wholesale and retail securities businesses conducted in Japan by Mitsubishi UFJ Securities into Mitsubishi UFJ Morgan Stanley Securities. Morgan Stanley contributed the investment banking operations conducted in Japan by its former wholly-owned subsidiary, Morgan Stanley Japan, to Mitsubishi UFJ Morgan Stanley Securities, and converted the sales and trading and capital markets businesses conducted in Japan by Morgan Stanley Japan into an entity called Morgan Stanley MUFG Securities, Co., Ltd. We hold a 60% economic interest in Mitsubishi UFJ Morgan Stanley Securities and Morgan Stanley MUFG Securities, and Morgan Stanley holds a 40% economic interest in Mitsubishi UFJ Morgan Stanley Securities and Morgan Stanley MUFG Securities. We hold a 60% voting interest and Morgan Stanley holds a 40% voting interest in Mitsubishi UFJ Morgan Stanley Securities, and we hold a 49% voting interest and Morgan Stanley holds a 51% voting interest in Morgan Stanley MUFG Securities. Morgan Stanley’s and our economic and voting interests in the securities joint venture companies are held through intermediate holding companies. We have retained control of Mitsubishi UFJ Morgan Stanley Securities and we account for our interest in Morgan Stanley MUFG Securities under the equity method due to our significant influence over Morgan Stanley MUFG Securities. The board of directors of Mitsubishi UFJ Morgan Stanley Securities has fifteen members, nine of whom are designated by us and six of whom are designated by Morgan Stanley. The board of directors of Morgan Stanley MUFG Securities has ten members, six of whom are designated by Morgan Stanley and four of whom are designated by us. The CEO of Mitsubishi UFJ Morgan Stanley Securities is designated by us and the CEO of Morgan Stanley MUFG Securities is designated by Morgan Stanley.
We have also expanded the scope of our global strategic alliance with Morgan Stanley into other geographies and businesses, including (1) a loan marketing joint venture that provides clients in the United States with access to the world-class lending and capital markets services from both companies, (2) business referral arrangements in Asia, Europe, the Middle East and Africa, covering capital markets, loans, fixed income sales and other businesses, (3) global commodities referral arrangements whereby MUFG Bank
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and its affiliates refer clients in need of commodities-related hedging solutions to certain affiliates of Morgan Stanley, and (4) an employee secondment program to share best practices and expertise in a wide range of business areas.
In July 2023, we jointly announced with Morgan Stanley the launch of “Alliance 2.0”, an enhanced Global Strategic Alliance for further collaboration between both companies for the next decade and beyond. As part of this alliance, we and Morgan Stanley began to collaborate in the Japanese stock market research and equity businesses for institutional clients in January 2024 and to collaborate in foreign currency exchange trading in April 2024.
See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Strategies and Our Major Investees—If our strategic alliance with Morgan Stanley fails, we could suffer financial or reputational loss.”
Competition
We face strong competition in all of our principal areas of operation. The structural reforms in financial industry regulations and recent developments in financial markets have resulted in some significant changes in the Japanese financial system and prompted banks to merge or reorganize their operations. In addition, development of new technologies such as artificial intelligence and blockchain has also allowed non-financial institutions to enter the financial services industry with alternative services, thus changing the nature of competition from other financial institutions as well as from other types of businesses. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Strategies and Our Major Investees—Our business may be adversely affected by competitive pressures, which have partly increased due to regulatory changes and recent market changes in the financial industry domestically and globally.”
Japan
Our major competitors in Japan include:
•Japan’s other major banking groups: Mizuho Financial Group and Sumitomo Mitsui Financial Group;
•Government financial institutions: Japan Finance Corporation, Japan Post Bank, Development Bank of Japan and Japan Bank for International Cooperation;
•Other commercial banking institutions: Resona Bank, SBI Shinsei Bank, regional banks, and credit associations (shinkin banks);
•Securities companies and investment banks: Nomura group and Daiwa group;
•Other internet-based banking and securities institutions: Rakuten group, SBI group, NTT group and PayPay Corporation; and
•Asset management companies.
Foreign
In foreign markets, we face competition from local and global commercial banks, money center banks, regional banks, thrift institutions, asset management companies, investment advisory companies, credit unions, fintech companies, non-bank lending and credit institutions and other similar financial institutions.
The Japanese Financial System
Japanese financial institutions may be categorized into three types:
•the central bank, namely the Bank of Japan;
•private banking institutions; and
•government financial institutions.
The Bank of Japan
The Bank of Japan’s role is to maintain price stability and the stability of the financial system to ensure a solid foundation for sound economic development.
Private Banking Institutions
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Private banking institutions in Japan are commonly classified into two categories (the following numbers are based on information published by the FSA available as of May 26, 2026):
•ordinary banks (118 ordinary banks and 57 foreign commercial banks with ordinary banking operations); and
•trust banks (13 trust banks, including two Japanese subsidiaries of foreign financial institutions).
Ordinary banks in turn are classified as city banks, of which there are four, including MUFG Bank, and regional banks, of which there are 95, and other banks, of which there are 19. In general, the operations of ordinary banks correspond to commercial banking operations in the United States. City banks and regional banks are distinguished based on head office location as well as the size and scope of their operations.
The city banks are generally considered to constitute the largest and most influential group of banks in Japan. Generally, these banks are based in large cities, such as Tokyo and Osaka, and operate nationally through networks of branch offices. The city banks provide a wide variety of banking and other financial products and services to large corporate customers, including the major industrial companies in Japan, as well as small and medium-sized companies and retail customers.
With some exceptions, the regional banks tend to be much smaller in terms of total assets than the city banks. Historically, each of the regional banks has been based in one of the Japanese prefectures and has extended its operations into neighboring prefectures. Their customers are mostly regional enterprises and local public utilities. Trust banks, including Mitsubishi UFJ Trust and Banking, provide various trust services relating to money trusts, pension trusts and investment trusts and offer other services relating to real estate, stock transfer agency and testamentary services, as well as banking services.
Government Financial Institutions
There are a number of government financial institutions in Japan, which are corporations wholly owned or majority-owned by the government and operate under the government’s supervision. Their funds are provided mainly from government sources. Certain types of operations undertaken by these institutions have been or are planned to be assumed by, or integrated with the operations of, private corporations through privatizations and other measures.
Among them are the following:
•The Development Bank of Japan, which was established for the purpose of contributing to the economic development of Japan by extending long-term loans, mainly to primary and secondary sector industries, and which was reorganized as a joint stock company in October 2008 as part of its ongoing privatization process, with the government being required by law to continue to hold 50% or more of the shares in the bank until the completion of certain specified investment operations, which the bank is required to endeavor to achieve by March 2031, and more than one-third for an unspecified period thereafter;
•Japan Finance Corporation, which was formed in October 2008, through the merger of the international financial operations of the former Japan Bank for International Cooperation, National Life Finance Corporation, Agriculture, Forestry and Fisheries Finance Corporation, and Japan Finance Corporation for Small and Medium Enterprise, for the primary purposes of supplementing and encouraging the private financing of exports, imports, overseas investments and overseas economic cooperation, and supplementing private financing to the general public, small and medium-sized enterprises and those engaged in agriculture, forestry and fishery. In April 2012, Japan Finance Corporation spun off its international operations to create Japan Bank for International Cooperation as a separate government-owned entity;
•Japan Housing Finance Agency, which was originally established in June 1950 as the Government Housing Loan Corporation for the purpose of providing housing loans to the general public, and which was reorganized as an incorporated administrative agency and started to specialize in securitization of housing loans in April 2007; and
•The Japan Post Group companies, a group of joint stock companies including Japan Post Bank, which were formed in October 2007 as part of the Japanese government’s privatization plan for the former Japan Post, a government-run public services corporation, which had been the Postal Service Agency until March 2003. In November 2015, approximately 11% of the outstanding shares of each of Japan Post Bank, Japan Post Insurance and Japan Post Holdings were sold to the public, and these companies are currently listed on the Tokyo Stock Exchange. As of March 31, 2026, Japan Post Holdings held 49.90% of the outstanding shares of Japan Post Bank (excluding the treasury shares owned by Japan Post Bank). In June 2025, Japan Post Holdings reduced its shareholding ratio to less than 50% by contributing a part of its shareholding to a share disposal trust. Having notified the Japanese authority of the contribution, Japan Post Bank is no longer required to obtain authorization from the Japanese authority before entering into new businesses. As of March 31, 2026, Japan Post Holdings held 49.75% of the outstanding shares of Japan Post Insurance (excluding the treasury shares owned by Japan Post Insurance).
Supervision and Regulation
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Japan
Supervision. The FSA is responsible for supervising and overseeing financial institutions, making policy for the overall Japanese financial system and conducting insolvency proceedings with respect to financial institutions. The Bank of Japan, as the central bank for financial institutions, also has supervisory authority over banks in Japan, based primarily on its contractual agreements and transactions with the banks.
The Banking Act. Among the various laws that regulate financial institutions, the Banking Act and its subordinated orders and ordinances are regarded as the fundamental law for ordinary banks and other private financial institutions. The Banking Act addresses capital adequacy, inspections and reporting of banks and bank holding companies, as well as the scope of business activities, disclosure, accounting, limitation on granting credit and standards for arm’s length transactions for them. Bank holding companies, banks and other financial institutions are required to establish an appropriate system to cope with conflicts of interest that may arise from their business operations.
The Banking Act and various other financial regulation related laws have recently been amended, including certain deregulations on restrictions for shareholdings by banks. For example, although a bank is generally prohibited from holding more than 5% of the outstanding shares of another domestic company (other than certain financial businesses) under the Banking Act, an amendment to the Banking Act which took effect in April 2017 allows banks to acquire and hold more than 5% of the voting rights in certain financial technology companies if approved by the FSA. An additional amendment to the Banking Act which took effect in June 2018 introduced a framework for affiliation and cooperation between financial institutions and financial technology companies while adding measures designed to ensure customer protection. A further amendment to the Banking Act which took effect in May 2020 allows banks to engage in certain information provision services relating to customer and other information. In addition, an amendment to the Banking Act which took effect in November 2021 allows banks to engage in certain services contributory to the construction of a sustainable society such as regional revitalization or productivity enhancement and allows banks, with the FSA’s approval, to acquire and hold more than 5% of the voting rights in companies which engage in certain services contributory to the construction of a sustainable society such as regional revitalization or productivity enhancement.
Bank holding company regulations. A bank holding company is prohibited from carrying out any business other than the management of its subsidiaries and other incidental businesses. A bank holding company may have any of the following as a subsidiary: a bank, a securities company, an insurance company, a foreign subsidiary that is engaged in the banking, securities or insurance business and any company that is engaged in a finance-related business, such as a credit card company, a leasing company, investment advisory company, or financial technology company as permitted by the April 1, 2017 amendments to the Banking Act. Certain companies that are designated by a ministerial ordinance as those that cultivate new business fields may also become the subsidiaries of a bank holding company.
In addition, under the April 1, 2017 amendments to the Banking Act, a bank holding company (i) is required to perform certain specified functions as a bank holding company to ensure effective management of its subsidiaries and (ii) is allowed to engage in certain specified common operations of its subsidiaries so as to improve the efficiency of the operations of its group companies.
Capital adequacy. The capital adequacy guidelines adopted by the FSA that are applicable to Japanese bank holding companies and banks with international operations closely follow the risk-weighted approach introduced by the Basel Committee on Banking Supervision of the Bank for International Settlements.
Basel II, as adopted by the FSA, has been applied to Japanese banks since March 31, 2007. Basel III, as adopted by the FSA, has been applied to Japanese banking institutions with international operations conducted through their foreign offices since March 31, 2013. Basel III is built on “three pillars”: (1) minimum capital requirements, (2) the self-regulation of financial institutions based on supervisory review process, and (3) market discipline through the disclosure of information.
The Group of Central Bank Governors and Heads of Supervision reached an agreement on the new global regulatory framework, which has been referred to as “Basel III,” in July and September 2010. In December 2010, the Basel Committee agreed on the details of the Basel III rules. The agreement on Basel III includes the following: (1) raising the quality of capital to ensure banks are able to better absorb losses both on a going concern basis and on a gone concern basis, (2) increasing the risk coverage of the capital framework, in particular for trading activities, securitizations, exposures to off-balance sheet vehicles and counterparty credit exposures arising from derivatives, (3) raising the level of minimum capital requirements, including an increase in the minimum common equity requirement from 2% to 4.5%, which was phased in between January 1, 2013 and the end of the calendar year 2014, and a capital conservation buffer of 2.5%, which was phased in between January 1, 2016 and the end of the calendar year 2018, bringing the total common equity requirement to 7%, (4) introducing an internationally harmonized leverage ratio to serve as a backstop to the risk-based capital measure and to contain the build-up of excessive leverage in the system, (5) raising standards for the supervisory review process (Pillar 2) and public disclosures (Pillar 3), together with additional guidance in the areas of valuation practices, stress testing, liquidity risk management, corporate governance and compensation, (6) introducing minimum global liquidity standards consisting of both a short term liquidity coverage ratio, or LCR, and a longer term structural net stable funding ratio, or NSFR, and (7) promoting the build-up of capital buffers that can be drawn down in periods of stress, including both a capital conservation buffer and a countercyclical buffer to protect the banking sector from periods of excess credit growth.
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Under Basel III, Common Equity Tier 1, Tier 1 and total capital ratios are used to assess capital adequacy, which ratios are determined by dividing applicable capital components by risk-weighted assets. Total capital is defined as the sum of Tier 1 and Tier 2 capital.
Under Basel III, Tier 1 capital is defined to include Common Equity Tier 1 and Additional Tier 1 capital. Common Equity Tier 1 capital is a new category of capital primarily consisting of:
•common stock,
•capital surplus,
•retained earnings, and
•accumulated other comprehensive income.
Regulatory adjustments including certain intangible fixed assets, such as goodwill, and defined benefit pension fund net assets (prepaid pension costs) will be deducted from Common Equity Tier 1 capital.
Additional Tier 1 capital generally consists of Basel III compliant preferred shares and perpetual subordinated obligations, net of regulatory adjustments.
Tier 2 capital generally consists of:
•Basel III compliant subordinated obligations,
•allowances for credit losses, and
•non-controlling interests in subsidiaries’ Tier 2 capital instruments.
In order to qualify as Tier 1 or Tier 2 capital under Basel III, applicable instruments such as preferred shares and subordinated debt must have a clause in their terms and conditions that requires them to be written off or forced to be converted into common stock upon the occurrence of certain trigger events.
Risk-weighted assets are the sum of risk-weighted assets compiled for credit risk purposes, quotient of dividing the amount equivalent to market risk by 8%, and quotient of dividing the amount equivalent to operational risk by 8%, and also include any amount to be added due to transitional measures as well as floor adjustments, if necessary. Risk-weighted assets include the capital charge of the credit valuation adjustment, or CVA, the credit risk related to asset value correlation multiplier for large financial institutions, the 250% risk-weighted threshold items not deducted from Common Equity Tier 1 capital, and certain Basel II capital deductions that were converted to risk-weighted assets under Basel III, such as securitizations and significant investments in commercial entities. Certain Basel III provisions were adopted by the FSA with transitional measures and became effective March 31, 2013.
The capital ratio standards applicable to us are as follows:
•a minimum total capital ratio of 8.0%,
•a minimum Tier 1 capital ratio of 6.0%, and
•a minimum Common Equity Tier 1 capital ratio of 4.5%.
These minimum capital ratios are applicable to MUFG on a consolidated basis and to MUFG Bank and Mitsubishi UFJ Trust and Banking on a consolidated as well as stand-alone basis.
The approval granted to us by the FSA to exclude the majority of our investment in Morgan Stanley from being subject to double gearing adjustments expired on March 30, 2023.
The Financial Stability Board identified us as a global systemically important bank, or G-SIB, in its most recent annual report published in November 2025, and is expected to update the list of G-SIB annually. In December 2015, the FSA also designated us as a G-SIB as well as a domestic systemically important bank generally referred to as a “D-SIB.”
Effective March 31, 2016, the FSA’s capital conservation buffer, countercyclical buffer and G-SIB surcharge requirements became applicable to Japanese banking institutions with international operations conducted through foreign offices, including us. The requirements as of March 31, 2026 consist of a capital conservation buffer of 2.5%, a G-SIB surcharge of 1.5% and a countercyclical buffer of 0.18% in addition to the 4.5% minimum Common Equity Tier 1 capital ratio.
In December 2017, the Group of Central Bank Governors and Heads of Supervision released final Basel III reforms. The reforms are designed, among other things, to help reduce excessive variability in risk-weighted assets among banks and improve the
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comparability and transparency of banks’ risk-based capital ratios. The reforms endorsed by the Group of Central Bank Governors and Heads of Supervision include the following elements:
•a revised standardized approach for credit risk, which is designed to improve the robustness and risk sensitivity of the existing approach;
•revisions to the internal ratings-based approach for credit risk, where the use of the most advanced internally modelled approaches for low-default portfolios are limited;
•revisions to CVA framework, including the removal of the internally modelled approach and the introduction of a revised standardized approach;
•a revised standardized approach for operational risk, which replaces the previous standardized approaches and the advanced measurement approaches;
•revisions to the measurement of the leverage ratio and a leverage ratio buffer for G-SIBs, which takes the form of a Tier 1 capital buffer set at 50% of a G-SIB’s risk-weighted capital buffer; and
•an aggregate output floor, which is designed to ensure that banks’ risk-weighted assets generated by internal models are no lower than 72.5% of risk-weighted assets as calculated by the Basel III framework’s standardized approaches. Banks will also be required to disclose their risk-weighted assets based on these standardized approaches.
These reforms, as adopted by the FSA, became generally applicable to Japanese banking institutions with international operations conducted through foreign offices, including us, on March 31, 2024. Transitional measures, including revisions to the aggregate output floor, are being phased in from March 31, 2024, with the initial capital floor of 50%, and are scheduled to be fully implemented at 72.5% from March 31, 2029.
In January 2019, the Group of Central Bank Governors and Heads of Supervision approved the Basel Committee on Banking Supervision’s finalized market risk capital framework. The approved market risk framework includes the revision of the standardized approach and the internal model approach and the introduction of simplified standardized approach. The framework became generally applicable to Japanese banking institutions with international operations conducted through foreign offices, including us, on March 31, 2024.
For a discussion on our capital ratios, see “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital Adequacy.”
Leverage ratio. Japanese banks and bank holding companies with international operations, including us, are required to maintain a minimum leverage ratio and disclose their leverage ratios calculated in accordance with the methodology prescribed in the FSA guidelines that have been adopted to implement the relevant Basel III standard. The leverage ratio is designed for monitoring and preventing the build-up of excessive leverage in the banking sector and is expressed as the ratio of Tier 1 capital to total balance sheet assets adjusted in accordance with the FSA guidelines. In December 2017, the Group of Central Bank Governors and Heads of Supervision announced final Basel III reforms. The announced reforms include the revisions to the measurement of the leverage ratio and a 3.00% minimum leverage ratio requirement, plus a G-SIB leverage ratio buffer equal to 50% of the applicable G-SIB capital surcharge. In Japan, the FSA adopted a minimum leverage ratio requirement effective March 31, 2019. Since April 1, 2024, the applicable minimum leverage ratio requirement, including the applicable minimum leverage ratio buffer requirement, has been 3.95% consisting of the minimum requirement of 3.15% plus a G-SIB leverage ratio buffer set at 50% of a G-SIB surcharge which, as applied to us, equals 0.75%, plus 0.05%. From June 30, 2020 to March 31, 2024, deposits with the Bank of Japan were temporarily excluded from the calculation of the leverage ratio, and currently remain excluded from the leverage exposure for the purpose of the calculation of the leverage ratio in light of exceptional macroeconomic conditions and other circumstances.
Total loss-absorbing capacity. In November 2015, the Financial Stability Board issued the final Total Loss-Absorbing Capacity, or TLAC, standard for G-SIBs, including us. The Financial Stability Board’s TLAC standard is designed to ensure that if a G-SIB fails, it has sufficient loss-absorbing and recapitalization capacity available in resolution to implement an orderly resolution that minimizes impacts on financial stability, ensures the continuity of critical functions, and avoids exposing public funds to loss. The Financial Stability Board’s TLAC standard defines a minimum requirement for the instruments and liabilities that should be readily available to absorb losses in resolution.
The TLAC standard which was set forth in the regulatory notices and related materials for the implementation of the Financial Stability Board’s TLAC standard in Japan published by the FSA in March 2019 and which became fully applicable to (i) G-SIBs in Japan on March 31, 2022, and (ii) a domestic systemically important bank designated by the FSA, or D-SIB, in Japan deemed to be in particular need for a cross-border resolution arrangement and of particular systemic significance to the Japanese financial system if it fails (such G-SIBs and D-SIB, collectively, “Covered SIBs”) on March 31, 2024, respectively, or the Japanese TLAC Standard, requires entities designated by the FSA as Domestic Resolution Entities for Covered SIBs to meet certain minimum external total loss-absorbing capacity, or External TLAC, requirements. The Japanese TLAC Standard and the Financial Stability Board’s TLAC standard also require the Domestic Resolution Entities to cause any of their material subsidiaries in Japan designated as systemically
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important by the FSA and its subsidiaries, as a material sub-group, or their foreign subsidiaries and their subsidiaries subject to TLAC or similar requirements in the relevant jurisdictions to maintain certain minimum level of capital and debt having internal total loss-absorbing and recapitalization capacity, or Internal TLAC.
In the Japanese TLAC Standard, the FSA has designated the relevant ultimate holding companies in Japan as Domestic Resolution Entities for the Covered SIBs and, in our case, MUFG as the Domestic Resolution Entity for our Group, making MUFG subject to the External TLAC requirements in Japan. The FSA has also designated MUFG Bank, Mitsubishi UFJ Trust and Banking and Mitsubishi UFJ Morgan Stanley Securities as MUFG’s material subsidiaries in Japan, which, together with their respective subsidiaries, as material sub-groups, are subject to the Internal TLAC requirements applicable to MUFG.
External TLAC debt generally consists of Basel III compliant regulatory capital and the Japanese TLAC Standard compliant obligations, net of regulatory adjustments. Internal TLAC debt generally consists of Basel III compliant regulatory capital and the Japanese TLAC Standard compliant subordinated obligations, net of regulatory adjustments. The Japanese TLAC Standard does not require that, in order for unsecured senior debt issued by the Domestic Resolution Entity of a Japanese G-SIB to qualify as External TLAC debt, such debt be subject to any contractual write-down, write-off or conversion provisions or to any subordination provisions so long as its creditors are recognized as structurally subordinated to the creditors of its subsidiaries and affiliates by the FSA on the ground that the amount of excluded liabilities of such Domestic Resolution Entity ranking pari passu with, or junior to, its unsecured senior liabilities does not, in principle, exceed 5% of the aggregate amount of its External TLAC. In contrast, Internal TLAC debt incurred by a material subsidiary of a Japanese G-SIB is required to be subject to contractual loss absorption provisions and to be subordinated to such subsidiary’s excluded liabilities.
The Japanese TLAC Standard requires a Japanese G-SIB, such as us, to issue and maintain External TLAC debt in an amount not less than 18% of its consolidated risk-weighted assets and 7.10% of the applicable Basel III leverage ratio denominator. In addition, under the Japanese TLAC Standard, Japanese G-SIBs are allowed to count as External TLAC the Japanese Deposit Insurance Fund Reserves in an amount equivalent to 3.5% of their consolidated risk-weighted assets.
Deposits with the Bank of Japan were temporarily excluded from the calculation of External TLAC ratio and Internal TLAC amounts on a total exposure basis (also referred to as a leverage exposure basis) as well as the leverage ratio from June 30, 2020 until March 31, 2024, and currently remain excluded from the calculation in light of exceptional macroeconomic conditions and other circumstances.
Under the Japanese TLAC Standard, the FSA may order the Domestic Resolution Entity of a Covered SIB to submit a report outlining an improvement plan if the External TLAC ratio of the Domestic Resolution Entity or the Internal TLAC of its material sub-groups in Japan falls below the minimum requirements. If the FSA further deems it necessary to ensure improvement, the FSA may issue a business improvement order to such Domestic Resolution Entity.
The Domestic Resolution Entity may also be subject to a capital distribution constraints plan if the capital buffers are used and reduced below the required level to make up for its required External TLAC on a risk-weighted assets basis.
See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Ability to Meet Regulatory Capital Requirements—We may not be able to maintain our capital ratios and other regulatory ratios above minimum required levels, which could result in various regulatory actions, including the suspension of some or all of our operations.”
Prompt corrective action system. Under the prompt corrective action system, the FSA may take corrective action, if a bank or a bank holding company fails to meet the minimum capital adequacy ratio or leverage ratio. These actions include requiring such bank or bank holding company to formulate and implement capital improvement measures, requiring it to reduce assets or the bank’s business operations or take other specific actions, and issuing an order to dispose of shares of its subsidiaries or suspend all or part of the bank’s business operations.
Capital distribution constraints system. Under the capital distribution constraints system, the FSA may order a bank or a bank holding company to submit and carry out a capital distribution constraints plan, if the bank or the bank holding company fails to maintain Common Equity Tier 1 capital required as applicable capital buffers, or if the bank or the bank holding company is a Japanese G-SIB, such as us, and fails to maintain Tier 1 capital required as applicable leverage buffers. A capital distribution constraints plan must be determined to be reasonably designed to restore the required capital buffers or leverage buffers by restricting capital distributions, such as dividends, share buybacks, interest payments on, and redemption and repurchase of, Additional Tier 1 capital instruments, and bonus payments, up to a certain amount depending on the level of the deficit in the required capital buffers or leverage buffers of the bank or the bank holding company.
Prompt warning system. Under the prompt warning system, the FSA may take precautionary measures to maintain and promote the sound operations of financial institutions, even before those financial institutions become subject to prompt corrective actions. These measures require a financial institution to enhance profitability, credit risk management, stability and cash flows.
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Deposit insurance system and government measures for troubled financial institutions. The Deposit Insurance Act is intended to protect depositors if a financial institution fails to meet its obligations. The Deposit Insurance Corporation was established in accordance with the Deposit Insurance Act.
City banks, including MUFG Bank, regional banks, trust banks, including Mitsubishi UFJ Trust and Banking, and various other credit institutions participate in the deposit insurance system on a compulsory basis.
Under the Deposit Insurance Act, the maximum amount of protection is ¥10 million of principal amount, together with any interest accrued on such principal amount, per customer within one bank. The ¥10 million maximum applies to all deposits except for non-interest-bearing deposits, which are non-interest-bearing deposits redeemable on demand and maintained by depositors primarily in settlement accounts for payment and settlement purposes. Deposits in settlement accounts are fully protected without a maximum amount limitation. Certain types of deposits are not covered by the deposit insurance system, such as foreign currency deposits and negotiable certificates of deposit. From April 1, 2025 until March 31, 2026, the Deposit Insurance Corporation charged an insurance premium equal to 0.022% per year on the deposits in the settlement accounts, and a premium equal to 0.014% per year on the deposits in other accounts, and as of April 1, 2026, they are decreased to 0.018% per year and 0.011% per year, respectively.
Under the Deposit Insurance Act, a Financial Reorganization Administrator can be appointed by the Prime Minister if a bank’s liabilities exceed its assets or a bank has suspended, or is likely to suspend, repayment of deposits. The Financial Reorganization Administrator will take control of the assets of the troubled bank, dispose of the assets and search for another institution willing to take over the troubled bank’s business. The troubled bank’s business may also be transferred to a “bridge bank” established by the Deposit Insurance Corporation to enable the troubled bank’s operations to be maintained and continue temporarily, and the bridge bank will seek to transfer the troubled bank’s assets to another financial institution or dissolve the troubled bank. The Deposit Insurance Corporation protects deposits, as described above, either by providing financial aid for costs incurred by the financial institution succeeding the insolvent bank or by paying insurance money directly to depositors. The financial aid provided by the Deposit Insurance Corporation may take the form of a monetary grant, loan or deposit of funds, purchase of assets, guarantee or assumption of debt, subscription for preferred stock, or loss sharing.
The Deposit Insurance Act also provides for exceptional measures to cope with systemic risk in the financial industry. Where the Prime Minister recognizes that the failure of a bank which falls into any of (i) through (iii) below may cause an extremely grave problem to the maintenance of the financial order in Japan or the region where such bank is operating, or systemic risk, if none of the measures described in (i) through (iii) below is implemented, the Prime Minister may, following deliberation by the Financial Crisis Response Council, confirm (nintei) the need to take any of the following measures: (i) if the bank does not fall into either of the categories described in (ii) or (iii) below, the Deposit Insurance Corporation may subscribe for shares or subordinated bonds of, or extend subordinated loans to the bank, or subscribe for shares of the bank holding company of the bank, in order to enhance the bank’s regulatory capital (“Item 1 measures” (dai ichigo sochi)); (ii) if the bank has suspended, or is likely to suspend, repayment of deposits, or its liabilities exceed its assets, financial aid exceeding the pay-off cost may be made available to such bank (“Item 2 measures” (dai nigo sochi)); and (iii) if the bank has suspended, or is likely suspend, repayment of deposits, and its liabilities exceed its assets, and the systemic risk cannot be avoided by the measures mentioned in (ii) above, the Deposit Insurance Corporation may acquire all of the bank’s shares (“Item 3 measures” (dai sango sochi)). The expenses for the implementation of the above measures will be borne by the banking industry, with an exception under which the Japanese government may provide partial subsidies for such expenses.
Under the new orderly resolution regime established by amendments to the Deposit Insurance Act that were promulgated in June 2013 and became effective on March 6, 2014, financial institutions, including banks, insurance companies and securities companies and their holding companies, are subject to the regime. Further, where the Prime Minister recognizes that the failure of a financial institution which falls into either of (a) or (b) below may cause a significant disruption to the Japanese financial market or system in Japan if measures described in (a) or measures described in (b) are not taken, the Prime Minister may, following deliberation by the Financial Response Crisis Council, confirm (nintei) that any of the following measures need to be applied to the financial institution:
(a)if the financial institution is not a financial institution whose liabilities exceed its assets, the financial institution shall be placed under the special supervision by the Deposit Insurance Corporation over the financial institution’s business operations and management and the disposal of the financial institution’s assets, and the Deposit Insurance Corporation may provide the financial institution with loans or guarantees necessary to avoid the risk of significant disruption to the financial system in Japan, or subscribe for shares or subordinated bonds of, or extend subordinated loans to, the financial institution, taking into consideration the financial condition of the financial institution (“Specified Item 1 measures” (tokutei dai ichigo sochi) under Article 126-2, Paragraph 1, Item 1 of the Deposit Insurance Act); or
(b)if the financial institution is a financial institution whose liabilities exceed, or are likely to exceed, its assets or which has suspended, or is likely to suspend, payments on its obligations, the financial institution shall be placed under the special supervision by the Deposit Insurance Corporation over the financial institution’s business operations and management and the disposal of the financial institution’s assets, and the Deposit Insurance Corporation may provide financial aid necessary to assist a merger, business transfer, corporate split or other reorganization in respect of such failed financial institution
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(“Specified Item 2 measures” (tokutei dai nigo sochi) under Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act).
If the Prime Minister confirms that any of the measures set out in (b) above needs to be applied to a failed financial institution, the Prime Minister may order that the failed financial institution’s business operations and management and the disposal of the failed financial institution’s assets be placed under the special control of the Deposit Insurance Corporation. The business or liabilities of the financial institution subject to the special supervision or the special control of the Deposit Insurance Corporation as set forth above may also be transferred to a “bridge financial institution” established by the Deposit Insurance Corporation to enable the financial institution’s operations to be maintained and continue temporarily, or the financial institution’s liabilities to be repaid, and the bridge financial institution will seek to transfer the financial institution’s business or liabilities to another financial institution or dissolve the financial institution. The financial aid provided by the Deposit Insurance Corporation to assist a merger, business transfer, corporate split or other reorganization in respect of the failed financial institution set out in (b) above may take the form of a monetary grant, loan or deposit of funds, purchase of assets, guarantee or assumption of debts, subscription for preferred stock or subordinated bonds, subordinated loan, or loss sharing. If the Deposit Insurance Corporation has provided such financial assistance, the Prime Minister may designate the movable assets and claims of the failed financial institution as not subject to attachment, and such merger, business transfer, corporate split or other reorganization may be conducted outside of the court-administrated insolvency proceedings. If the financial institution subject to the special supervision or the special control by the Deposit Insurance Corporation as set forth above has liabilities that exceed, or are likely to exceed, its assets, or has suspended, or is likely to suspend, payments on its obligations, the financial institution may transfer all or a material portion of its business or all or a material portion of shares of its subsidiaries or implement corporate split or certain other corporate actions with court permission in lieu of any shareholder resolutions. In addition, the Deposit Insurance Corporation must request other financial institution creditors of the failed financial institution to refrain from exercising their rights against the failed financial institution until measures necessary to avoid the risk of significant disruption to the financial system in Japan have been taken, if it is recognized that such exercise of their rights is likely to make the orderly resolution of the failed financial institution difficult.
The expenses for implementation of the measures under this regime will be borne by the financial industry, with an exception under which the Japanese government may provide partial subsidies for such expenses within the limit to be specified in the government budget in cases where it is likely to cause extremely serious hindrance to the maintenance of the credit system in Japan or significant turmoil in the Japanese financial market or system if such expenses are to be borne only by the financial industry.
According to the announcement made by the FSA in March 2014, (i) Additional Tier 1 instruments and Tier 2 instruments under Basel III issued by a bank must be written down or converted into common shares when the Prime Minister confirms (nintei) that Item 2 measures (dai nigo sochi), Item 3 measures (dai sango sochi), or Specified Item 2 measures (tokutei dai nigo sochi) need to be applied to the bank and (ii) Additional Tier 1 instruments and Tier 2 instruments under Basel III issued by a bank holding company must be written down or converted into common shares when the Prime Minister confirms (nintei) that Specified Item 2 measures (tokutei dai nigo sochi) need to be applied to the bank holding company.
Further, in an explanatory paper outlining the FSA’s approach for the introduction of the TLAC framework in Japan published by the FSA in April 2016 and revisions to the paper published by the FSA in April 2018, collectively the FSA TLAC Approach, as well as in the Japanese TLAC Standard, the FSA expressed its view that single point of entry, or SPE, resolution, in which a single national resolution authority applies its resolution tools to the ultimate holding company in Japan of a financial group, would be the preferred strategy for resolution of the Covered SIBs. However, it is uncertain which measure is to be taken in a given case, including whether or not the SPE resolution strategy will actually be elected and implemented in a given case, and the actual measures to be taken will be determined on a case-by-case basis considering the actual condition of the relevant Japanese G-SIB in distress. Under a possible model of resolution of a Japanese G-SIB based on the SPE resolution strategy as described in the Japanese TLAC Standard, if the FSA determines that a material subsidiary in Japan of a financial institution that is a Japanese G-SIB is non-viable due to material deterioration in its financial condition and issues an order concerning restoration of financial soundness, including recapitalization and restoration of liquidity of such material subsidiary, to the ultimate holding company in Japan designated by the FSA as Domestic Resolution Entity for the financial institution under the Banking Act of Japan (Act No. 59 of 1981), the material subsidiary’s Internal TLAC instruments will be written off or, if applicable, converted into equity in accordance with the applicable contractual loss absorption provisions of such Internal TLAC instruments. Following the write-off or conversion of Internal TLAC instruments, if the Prime Minister recognizes that the financial institution’s liabilities exceed, or are likely to exceed, its assets, or that it has suspended, or is likely to suspend, payments on its obligations, as a result of the financial institution’s loans to, or other investment in, the material subsidiary becoming subject to loss absorption or otherwise, and further recognizes that the failure of such financial institution is likely to cause a significant disruption to the Japanese financial market or system, the Prime Minister may, following deliberation by the Financial Crisis Response Council, confirm that Specified Item 2 Measures (tokutei dai nigo sochi) need to be applied to the financial institution for its orderly resolution. Any such confirmation by the Prime Minister also triggers the point of non-viability clauses of Additional Tier 1 and Tier 2 instruments issued by the financial institution, causing such instruments to be written off or, if applicable, converted into equity, as described above.
Upon the application of Specified Item 2 Measures (tokutei dai nigo sochi), a financial institution will be placed under the special supervision by, or if the Prime Minister so orders, under the special control of, the Deposit Insurance Corporation. In an
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orderly resolution, the Deposit Insurance Corporation would control the operation and management of a financial institution’s business, assets and liabilities, including the potential transfer to a bridge financial institution established by the Deposit Insurance Corporation as its subsidiary, or such other financial institution as the Deposit Insurance Corporation may determine, of the financial institution’s systemically important assets and liabilities, which we expect in the case of MUFG would include the shares of our material subsidiaries based on the Japanese TLAC Standard. The Prime Minister may prohibit creditors of the financial institution from attaching any of our assets and claims which are to be transferred to a bridge financial institution or another financial institution. Based on the Japanese TLAC Standard, it is currently expected that the External TLAC eligible senior notes issued by the financial institution will not be transferred to a bridge financial institution or other transferee in the orderly resolution process but will remain as such financial institution’s liabilities subject to court-administered insolvency proceedings. On the other hand, in an orderly resolution process, the shares of material subsidiaries of such financial institution may be transferred to a bridge financial institution or other transferee, and such financial institution would only be entitled to receive consideration representing the fair value of such shares, which could be significantly less than the book value of such shares. Following such business transfer, the recoverable value of such financial institution’s residual assets in court-administered insolvency proceedings may not be sufficient to fully satisfy any payment obligations that such financial institution may have under its liabilities, including the External TLAC eligible senior notes.
Recovery and resolution plan. In November 2025, the Financial Stability Board published the latest list of G-SIBs, which includes us. The list is annually updated by the Financial Stability Board. A recovery and resolution plan must be put in place for each G-SIB, and the plans must be regularly reviewed and updated. In Japan, under the Banking Act and the Comprehensive Guidelines for Supervision of Major Banks, etc., financial institutions identified as G-SIBs must, as part of their crisis management, prepare and submit a recovery plan, including triggers for the recovery plan and an analysis of recovery options, to the FSA. The Comprehensive Guidelines also provide that resolution plans for such financial institutions are prepared by the FSA. We have submitted our most recent recovery plan to the FSA in a timely manner.
Liquidity Coverage Ratio. Japanese banks and bank holding companies with international operations conducted through foreign offices are required to maintain a minimum LCR and disclose their LCRs calculated in accordance with the methodology prescribed in the FSA guidelines that have been adopted to implement the relevant Basel III standard. The LCR is a measure to determine whether a bank has a sufficient amount of high-quality liquid assets, which are assets that can be converted easily and immediately into cash in private markets in order to meet the bank’s liquidity needs, to survive in a 30-day financial stress scenario, including sizable deposit outflows, inability to issue new bonds or access the interbank market, stoppage of the collateralized funding market, need for additional collateral in connection with derivative transactions, and significant outflows of cash under commitment lines to customers. Once a bank or bank holding company fails to meet the minimum LCR of 100%, it is required to immediately report such failure to the FSA. If the FSA deems the financial condition of the bank or bank holding company to be serious, the FSA may issue a business improvement order. A minimum LCR of 100% is currently required.
Net Stable Funding Ratio. Japanese banks and bank holding companies with international operations conducted through foreign offices are also required to maintain a minimum NSFR and disclose their NSFRs calculated in accordance with the methodology prescribed in the FSA guidelines that have been adopted to implement the relevant Basel III standard. The NSFR is a measure to determine whether a bank has sustainable and long-term liabilities and capital for its assets and activities. The Basel Committee on Banking Supervision issued the final standard of NSFR in October 2014. In Japan, the FSA promulgated its NSFR guidelines on March 31, 2021, and the NSFR requirements have been applicable since September 30, 2021, requiring a minimum NSFR of 100%. Once a bank or bank holding company fails to meet the minimum NSFR of 100%, it is required to immediately report such failure to the FSA. If the FSA deems the financial condition of the bank or bank holding company to be serious, the FSA may issue a business improvement order.
Inspection and reporting. The FSA has the authority to order reporting from, and inspect, banks and banking holding companies in Japan. Based on its “Principles and Approaches of Inspection and Supervision,” the FSA seeks to evaluate the effectiveness of the operations and functions of financial institutions, supervise financial institutions based on proactive and forward-looking analyses, facilitate best practices among financial institutions, focus monitoring on high-priority issues, and integrate on- and off-site monitoring.
Furthermore, the Securities and Exchange Surveillance Commission of Japan, or SESC, inspects banks in connection with their securities business as well as financial instruments business operators, such as securities firms. The Bank of Japan also conducts inspections of banks. The Bank of Japan Law provides that the Bank of Japan and financial institutions may agree as to the form of inspection to be conducted by the Bank of Japan.
Laws limiting shareholdings of banks. The provisions of the Antimonopoly Act that generally prohibit a bank from holding more than 5% of another domestic company’s voting rights do not apply to a bank holding company.
However, the Banking Act prohibits a bank holding company and its subsidiaries from holding, on an aggregated basis, more than 15% of the voting rights of domestic companies other than those which can legally become subsidiaries of bank holding companies. There have recently been amendments to various financial regulation related laws, including the Banking Act, which include certain deregulations of restrictions on shareholdings by banks, as described in “— Bank holding company regulations” above.
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In addition, a bank is prohibited from holding shares in other companies exceeding the aggregate of its Common Equity Tier 1 capital amount and Additional Tier 1 capital amount.
Restrictions on exposures to single large counterparties. The Banking Act prohibits banks and bank holding companies with international operations (on a consolidated basis with their subsidiaries and affiliates) from having large exposure exceeding 25% of their Tier 1 capital to a single counterparty and also prohibits a G-SIB’s exposure to another G-SIB exceeding 15% of its Tier 1 capital.
Financial Instruments and Exchange Act. The Financial Instruments and Exchange Act provides protection for investors and also regulates sales of a wide range of financial instruments and services, requiring financial institutions to improve their sales rules and strengthen compliance frameworks and procedures. Among the instruments that the Japanese banks deal in, derivatives, foreign currency-denominated deposits, and variable insurance and annuity products are subject to regulations covered by the sales-related rules of conduct under the law.
Article 33 of the Financial Instruments and Exchange Act generally prohibits banks from engaging in securities transactions. However, bank holding companies and banks may, through a domestic or overseas securities subsidiary, conduct all types of securities businesses, with appropriate approval from the FSA. Similarly, registered banks are permitted to provide securities intermediation services and engage in certain other similar types of securities related transactions, including retail sales of investment funds and government and municipal bonds. In June 2021, certain amendments to the Cabinet Office Ordinance under the Act became effective, which allowed non-public and other information of foreign company customers to be shared within a financial group. In addition, on June 22, 2022, certain amendments to the Cabinet Office Ordinance under the Act became effective, which allowed non-public and other information of certain subject companies such as listed companies to be shared within a financial group without consent of such companies, but required financial institutions to establish measures to respond to a request from relevant companies for suspension of sharing of such information. At the same time, financial institutions are required to strengthen the effectiveness of measures to prevent market abuse.
Subsidiaries of bank holding companies engaging in the securities business are subject to the supervision of the FSA as financial instruments business operators. The Prime Minister has the authority to regulate the securities industry and securities companies, which authority is delegated to the Commissioner of the FSA under the Financial Instruments and Exchange Act. In addition, the SESC, an external agency of the FSA, is independent from the FSA’s other bureaus and is vested with the authority to conduct day-to-day monitoring of the securities markets and to investigate irregular activities that hinder fair trading of securities, including inspections of securities companies as well as banks in connection with their securities business. Furthermore, the Commissioner of the FSA delegates certain authority to the Director General of the Local Finance Bureau to inspect local securities companies and their branches. A violation of applicable laws and ordinances may result in various administrative sanctions, including revocation of registration, suspension of business, administrative monetary penalty or an order to discharge any director or executive officer who has failed to comply with applicable laws and ordinances. Securities companies are also subject to the rules and regulations of the Japanese stock exchanges and the Japan Securities Dealers Association, a self-regulatory organization of securities companies.
Act on Provision of Financial Services and the Development of the Accessibility Environment Thereto. Under the Act on Provision of Financial Services and the Development of the Accessibility Environment Thereto, sellers of financial instruments have a duty to their potential customers to explain important matters such as the nature and magnitude of risks involved regarding the financial instruments that they intend to sell. If a seller fails to comply with the duty, there is a rebuttable presumption that the loss suffered by the customer due to the seller’s failure to explain is equal to the amount of decrease in the value of the purchased financial instruments.
In addition, under a single registration for financial services intermediary business, registrants are permitted to provide intermediary services of each of banking, securities and insurance. The Act does not require any provider of financial services intermediary business to belong to a specific financial institution, but imposes certain regulations on such provider to protect customers, including limitations on the type of services that they may provide, prohibitions on the acceptance of assets of customers and the lodging of a security deposit.
Anti-money laundering laws. Under the Act on Prevention of Transfer of Criminal Proceeds, specified business operators, including financial institutions, are required to verify customer identification data, preserve transaction records, and file suspicious transaction reports with the FSA or other regulatory authorities in cases where any asset received through their business operations is suspected of being criminal proceeds.
Based on “Guidelines on Anti-Money Laundering and Terrorist Financing”, the FSA requires financial institutions to strengthen their management of anti-money laundering and terrorist financing functions and their risk-based approach used in such functions.
Amendments to the Enforcement Ordinance of the Act introduced requirements relating to online KYC processes in November 2018 and strengthened the requirements for KYC processes for customers residing in remote areas in April 2020. Recent amendments to the ordinance will render certain KYC processes currently permitted under the ordinance no longer permissible in and after April 2027 to reduce risks such as impersonation through forgery or alteration of identity verification documents.
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Acts concerning trust business conducted by financial institutions. Under the Trust Business Act, joint stock companies that are licensed by the Prime Minister as trust companies, including non-financial companies, are allowed to conduct trust business. In addition, under the Act on Provision, etc. of Trust Business by Financial Institutions, banks and other financial institutions, as permitted by the Prime Minister, are able to conduct trust business. The Trust Business Act provides for a separate type of registration for trustees who conduct only administration type trust business. The Trust Business Act also provides for various duties imposed on the trustee in accordance with and in addition to the Trust Act.
Act on the Protection of Personal Information. With regard to protection of personal information, the Act on the Protection of Personal Information requires, among other things, Japanese banking institutions to limit the use of personal information to the stated purposes and to properly manage the personal information in their possession, and forbids them from providing personal information to third parties without consent. If a bank violates certain provisions of the Act, the Personal Information Protection Commission of Japan may advise or order the bank to take proper action. In addition, the Banking Act and the Financial Instruments and Exchange Act contain certain provisions with respect to appropriate handling of customer information.
Act on the Use of Personal Identification Numbers in the Administration of Government Affairs. Pursuant to the Act on the Use of Personal Identification Numbers in the Administration of Government Affairs, which became effective in October 2015, the Japanese government has adopted a Social Security and Tax Number System, which is designed to (1) improve social security services, (2) enhance public convenience in obtaining government services, and (3) increase the efficiency of the administration of government affairs. Under this system, a 12-digit unique number is assigned to each resident of Japan to identify and manage information relating to the resident for government service and tax purposes. Financial institutions are required to implement measures to ensure that such customer information will be protected from inappropriate disclosure and other unauthorized use.
Act on the Promotion of Ensuring National Security through Integrated Implementation of Economic Measures. Specified essential infrastructure service providers designated by the competent regulator are required to submit to the competent regulator a plan for review before they introduce specified critical facilities or outsource certain critical maintenance, management or control of specified critical facilities to third parties. Based on its review, the regulator may issue a recommendation or order to take necessary measures. MUFG Bank, Mitsubishi UFJ Trust and Banking, Mitsubishi UFJ Morgan Stanley Securities, Mitsubishi UFJ NICOS and The Master Trust Bank of Japan, Ltd. were designated as specified essential infrastructure service providers by the FSA as of April 30, 2026.
Act Concerning Protection of Depositors from Illegal Withdrawals Made by Counterfeit or Stolen Cards. The Act on Protection, etc. of Depositors and Postal Saving Holders from Unauthorized Automated Withdrawal, etc. Using Counterfeit Cards, etc. and Stolen Cards, etc. requires financial institutions to establish internal systems to prevent illegal withdrawals of deposits made using counterfeit or stolen bank cards. The Act also requires a financial institution to compensate depositors for any amount illegally withdrawn using stolen bank cards except in certain cases, including those where the financial institution can verify that it acted in good faith without negligence and there was gross negligence on the part of the relevant depositor. In addition, the Act provides that illegal withdrawals with counterfeit bank cards are invalid unless the financial institution acted in good faith without negligence and there was gross negligence on the part of the relevant depositor.
Government reforms to restrict maximum interest rates on consumer lending business. In December 2006, the Diet passed legislation to reform the regulations relating to the consumer lending business, including amendments to the Act Regulating the Receipt of Contributions, Receipt of Deposits and Interest Rates which, effective June 18, 2010, reduced the maximum permissible interest rate from 29.2% per annum to 20% per annum. The regulatory reforms also included amendments to the Money Lending Business Act which, effective June 18, 2010, abolished the so-called “gray-zone interest.” Gray-zone interest refers to interest rates exceeding the limits stipulated by the Interest Rate Restriction Act (between 15% per annum and 20% per annum depending on the amount of principal). Prior to June 18, 2010, gray-zone interests were permitted under certain conditions set forth in the Money Lending Business Act. As a result of the regulatory reforms, all interest rates are now subject to the lower limits imposed by the Interest Rate Restriction Act, compelling lending institutions, including our consumer finance subsidiaries and equity method investees, to lower the interest rates they charge borrowers. Furthermore, the new regulations, which became effective on June 18, 2010, require, among other things, consumer finance companies to limit their lending to a single customer to a maximum of one third of the customer’s annual income regardless of the customer’s repayment capability.
In addition, as a result of decisions made by the Supreme Court of Japan prior to June 18, 2010, imposing stringent requirements for charging such gray-zone interest rates, consumer finance companies have been responding to borrowers’ claims for reimbursement of previously collected interest payments in excess of the limits stipulated by the Interest Rate Restriction Act. See “Item 3.D. Key Information—Risk Factors—Operational Risk—Because of our loans to consumers and our shareholdings in companies engaged in consumer lending, changes in the business or regulatory environment for consumer finance companies in Japan may further adversely affect our financial results.”
Act on Special Provisions of the Income Tax Act, the Corporation Tax Act and the Local Tax Act Incidental to Enforcement of Tax Treaties. Pursuant to the Amendments to the Act on Special Provisions of the Income Tax Act, the Corporation Tax Act and the Local Tax Act Incidental to Enforcement of Tax Treaties, which became effective in January 2017, financial institutions are required to collect certain information from their accountholders, including jurisdictions of tax residence, and report such information to the National Tax Agency in accordance with the Common Reporting Standard as developed by the Organization for Economic Co-operation and Development. Furthermore, amendments to the Act, which became effective on January 1, 2026, require certain financial institutions to collect certain information from their non-resident accountholders who conduct crypto-asset transactions, and
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report such information to the National Tax Agency in accordance with the Crypto-Asset Reporting Framework as developed by the Organization for Economic Co-operation and Development.
United States
As a result of our operations in the United States, we are subject to extensive U.S. federal and state supervision and regulation.
Overall supervision and regulation. The MUFG Group is subject to regulation, supervision, and examination with respect to our U.S. operations by the Board of Governors of the Federal Reserve System (“FRB”) pursuant to the U.S. Bank Holding Company Act of 1956, as amended, or the BHCA, and the International Banking Act of 1978, as amended, or the IBA, because we and MUFG Bank are bank holding companies and foreign banking organizations, as defined pursuant to those statutes. The FRB functions as our “umbrella” supervisor under amendments to the BHCA effected by the Gramm-Leach-Bliley Act of 1999, which among other things:
•authorized qualifying bank holding companies to opt to become “financial holding companies,” and thereby obtain the authority to engage in an expanded list of activities; and
•modified the role of the FRB by redefining the relationships between the FRB and the functional regulators of non-bank subsidiaries of both bank holding companies and financial holding companies.
The BHCA generally prohibits each of a bank holding company and a foreign banking organization that maintains branches or agencies in the United States from, directly or indirectly, acquiring more than 5% of the voting shares of any company engaged in non-banking activities in the United States unless the bank holding company or foreign banking organization has elected to become a financial holding company, as discussed above, or the FRB has determined, by order or regulation, that such activities are so closely related to banking as to be a proper incident thereto and has granted its approval to the bank holding company or foreign banking organization for such an acquisition. The BHCA also requires a bank holding company or foreign banking organization that maintains branches or agencies in the United States to obtain the prior approval of an appropriate federal banking authority before acquiring, directly or indirectly, the ownership of more than 5% of the voting shares or the control of any U.S. bank or bank holding company. In addition, under the BHCA, a U.S. bank or a U.S. branch or agency of a foreign banking organization is prohibited from engaging in various tying arrangements involving it or its affiliates in connection with any extension of credit, taking of deposits, sale or lease of any property or provision of many services.
In October 2008, we, MUFG Bank, Mitsubishi UFJ Trust and Banking and MUFG Americas Holdings initially attained financial holding company status. MUFG and MUFG Bank continue to operate as financial holding companies in the United States. A financial holding company is authorized to engage in an expanded list of activities deemed to be financial in nature or incidental to such financial activity as well as certain specified non-banking activities deemed to be closely related to banking. In order to maintain the status of financial holding company, a bank holding company must continue to meet certain standards established by the FRB that exceed those required of bank holding companies. These higher standards include meeting the “well capitalized” and “well managed” standards for financial holding companies as defined in regulations of the FRB. Failure to meet these standards, due to inadequate capital or managerial shortcomings in its operations, results in restrictions on the ability of a financial holding company to engage in expanded activities, including making acquisitions. In addition, a financial holding company must ensure that each of its U.S. branches and agencies obtain an examination rating of "Satisfactory" and that its insured banking subsidiaries meet certain minimum standards under the Community Reinvestment Act of 1977.
U.S. branches and agencies of subsidiary Japanese banks. Under the authority of the IBA, our banking subsidiaries, MUFG Bank and Mitsubishi UFJ Trust and Banking, operate five branches, two agencies, and a total of 16 Loan Production Offices (“LPOs”) and offices combining an LPO and a Deposit Production Office (“DPO”). MUFG Bank operates a branch in each of Los Angeles, California; and Chicago, Illinois; two branches in New York, New York; an agency in each of Houston and Dallas, Texas; and LPOs or LPO-DPO combined offices licensed by the Office of the Comptroller of the Currency (the “OCC”) in Tampa, Florida; Washington, D.C.; Tempe, Arizona; Menlo Park, Redwood City, Walnut Creek, San Diego, Century City, and San Francisco, California; Danbury, Connecticut; Atlanta, Georgia; Covington, Kentucky; Boston, Massachusetts; Jersey City, New Jersey; Irving, Texas; and Seattle, Washington. Mitsubishi UFJ Trust and Banking operates a branch in New York, New York.
The IBA provides, among other things, that the FRB may examine U.S. branches and agencies of foreign banks, and each branch and agency shall also be subject to on-site examination by the appropriate federal or state bank licensing supervisor as frequently as would a U.S. bank. The IBA also provides that if the FRB determines that a foreign bank is not subject to comprehensive supervision or regulation on a consolidated basis by the appropriate authorities in its home country, or if there is reasonable cause to believe that the foreign bank or its affiliates have committed a violation of law or engaged in an unsafe or unsound banking practice in the United States, the FRB may order the foreign bank to terminate activities conducted at a branch or agency in the United States.
U.S. branches and agencies of foreign banks must be licensed, and are also supervised and regulated, by a state or by the OCC, which is the federal regulator of U.S. national banks. The OCC is an independent bureau of the U.S. Department of the Treasury. Effective November 7, 2017, all of the branches and agencies of MUFG Bank and Mitsubishi UFJ Trust and Banking in the United States converted from state-licensed branches and agencies to federally-licensed branches and agencies supervised and regulated by the OCC. As of December 31, 2025, all of MUFG Bank’s representative offices in the United States have been converted from state-
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licensed representative offices to LPOs or offices combining an LPO and a DPO. The OCC is the licensing authority and primary federal supervisor of MUFG Bank’s LPOs and DPOs, which the OCC views as extensions of MUFG Bank’s U.S. branches. MUFG Bank’s LPOs and DPOs continue to be deemed by the FRB to be representative offices that are subject to applicable FRB regulations, including Regulation K.
When opening a federal branch or agency, a foreign bank must establish and maintain a deposit account with an FRB member bank at least (1) in the amount of capital that would be required of a national bank being organized at the same location or (2) equal to five percent of the total liabilities of the federal branch or agency, including acceptances but excluding (i) accrued expenses and (ii) amounts due and other liabilities to offices, branches, and subsidiaries of the foreign bank, whichever is greater. Federally-licensed branches and agencies must also submit written reports concerning their assets and liabilities and other matters, to the extent required by the OCC or the FRB.
Bank capital requirements, including U.S. requirements, and capital distributions. MUFG Bank and Mitsubishi UFJ Trust and Banking, as foreign banking organizations that have U.S. branches and agencies and are controlled by us, are subject to the FRB’s requirements that they be “well-capitalized” under Japanese risk-based capital standards. MUFG Bank and Mitsubishi UFJ Trust and Banking are all “well capitalized,” and otherwise comply with, all applicable U.S. regulatory capital requirements. Since MUFG Americas Holdings has ceased to be a U.S. Intermediate Holding Company (“IHC”), as further discussed below, U.S. capital adequacy as currently applicable to MUFG Americas Holdings is measured at the MUFG parent company level. MUFG Americas Holdings complies with capital adequacy standards applicable on a consolidated group basis under rules established by MUFG’s home country supervisor.
Other regulated U.S. subsidiaries. Our non-bank subsidiaries that engage in securities-related activities in the United States are regulated by appropriate functional regulators, such as the SEC, any self-regulatory organizations of which they are members, and the appropriate state regulatory agencies. These non-bank subsidiaries are required to meet separate minimum capital standards as imposed by those regulatory authorities. On January 15, 2026, our registered broker-dealer subsidiary, MUFG Securities Americas, Inc. (“MUSA”), was designated a Primary Dealer by the Federal Reserve Bank of New York (the “New York Fed”). In this capacity, MUSA will act as a trading counterparty with the New York Fed, participating in open market operations, supporting U.S. Treasury securities at auctions, and providing market intelligence and analysis to the Open Market Trading Desk at the New York Fed.
Anti-Money Laundering Initiatives, the Bank Secrecy Act, and the USA PATRIOT Act. A major focus of U.S. governmental policy relating to financial institutions in recent years has been, and continues to be, aimed at preventing money laundering and terrorist financing. The USA PATRIOT Act of 2001 and the Anti-Money Laundering Act of 2020, as incorporated into the Bank Secrecy Act, substantially broadened the scope of U.S. anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties, and expanding the extra-territorial jurisdiction of the United States. The U.S. Department of the Treasury has issued a number of regulations that impose obligations on financial institutions to maintain appropriate policies, procedures, and controls to detect, prevent and report potential money laundering and terrorist financing, including the collection of beneficial ownership information for financial institution clients. The bank regulatory agencies carefully scrutinize the adequacy and effectiveness of an institution’s compliance with these regulations and, as a result, there have been various regulatory enforcement actions. A financial institution’s failure to maintain and implement adequate policies, procedures, and controls to prevent and detect money laundering and terrorist financing could have serious adverse consequences for the institution, including the incurrence of expenses to enhance the relevant programs, the imposition of limitations on the scope of its operations and the imposition of fines and other monetary penalties.
Foreign Corrupt Practices Act. The Foreign Corrupt Practices Act, or the FCPA, prohibits U.S. securities issuers, U.S. domestic entities, and parties doing substantial business within the United States (including their shareholders, directors, agents, officers, and employees) from giving, offering, or promising anything of value to foreign public officials in order to obtain or retain any business advantage. The FCPA also requires U.S. securities issuers to maintain adequate books and records in such a way that they fairly reflect all transactions and dispositions of assets. Enforcement efforts have targeted a wide range of U.S. and foreign-based entities and have been based on a broad variety of alleged fact patterns, and in a number of cases have resulted in the imposition of substantial criminal and civil penalties or in agreed payments in settlement of alleged violations. Failure to maintain adequate anti-bribery policies, procedures, internal controls, and books and records globally could have serious adverse consequences for the institution, including the incurrence of expenses to enhance the relevant programs, as well as the imposition of civil and criminal penalties.
Regulatory Reform Legislation —2010 Foundational Reform of the U.S. Financial System. In response to the global financial crisis of 2007-2008 and the perception that lax supervision of the financial industry in the United States may have been a contributing cause to the crisis, legislation designed to reform the system for supervision and regulation of financial firms doing business in the United States, the so-called Dodd-Frank Act, was signed into law on July 21, 2010. The Dodd-Frank Act is complex and extensive in its coverage and contains a wide range of provisions that affect financial institutions with U.S. operations, including us. Included among these provisions are sweeping reforms designed to reduce systemic risk presented by the largest financial firms, promote enhanced supervision, regulation, and prudential standards for many financial firms, establish comprehensive supervision of financial markets, impose new limitations on permissible financial institution activities and investments, expand regulation of the derivatives markets, protect consumers and investors from financial abuse, and provide the government with the tools needed to manage a financial crisis, including the resolution of systemically significant financial firms. Key provisions that impact our operations are summarized below.
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Among the components of the Dodd-Frank Act that have impacted or may impact our operations are the provisions relating to enhanced prudential standards ("EPS"), including capital, liquidity, risk management, and structural requirements, the “Volcker Rule,” derivatives regulations, resolution plans, and incentive-based compensation. Based on information currently available to us, other than the Volcker Rule and derivatives regulations as discussed below, the impact of these components is expected to be mainly limited to our U.S. operations and not to be material to us on a consolidated basis. We monitor developments that relate to the Dodd-Frank Act and the potential impact of its implementing regulations on our activities inside and outside of the United States.
With respect to the Dodd-Frank Act provisions related to EPS, in February 2014 the FRB issued final rules that established EPS ("EPS Rules") for the U.S. operations of foreign banking organizations such as MUFG. The EPS Rules required foreign banking organizations with average U.S. non-branch assets of $50 billion or more to establish a U.S. IHC or designate an existing subsidiary as its U.S. IHC, and to organize all of its U.S. bank and non-bank subsidiaries, with certain limited exceptions, under the IHC subject to U.S. capital requirements and other EPS comparable to those applicable to top-tier U.S. bank holding companies of the same asset size.
Effective July 1, 2016, as required by the EPS Rules, we designated MUFG Americas Holdings, which was our bank holding company, to be also our IHC. After the sale of MUFG Union Bank, MUFG Americas Holdings’ consolidated assets have remained under $50 billion, and MUFG Americas Holdings ceased being an IHC on November 21, 2023, although it remains our top-tier U.S. subsidiary.
Under the EPS Rules, our combined U.S. operations, or CUSO, including MUFG Bank’s branches, agencies, and other offices, Mitsubishi UFJ Trust and Banking’s New York Branch, and all of MUFG’s U.S. subsidiaries, are subject to certain requirements, including liquidity, risk management, regulatory reporting, and single counterparty credit limits, as further noted below.
On October 10, 2019, the FRB issued (1) by itself, a final rule that establishes a tailored framework for application of EPS to U.S. and foreign banking organizations (the “FRB Tailoring Rule”) and (2) jointly with the OCC and the Federal Deposit Insurance Corporation (“FDIC”), a second final rule that modifies the application of capital and liquidity requirements to the operations of U.S. banking organizations and the U.S. operations of foreign banking organizations based on the framework established by the FRB Tailoring Rule (together, the rules are hereinafter referred to as the “Tailoring Rules”). The Tailoring Rules became effective on December 31, 2019.
The Tailoring Rules established a framework to tailor the applicability of certain EPS requirements, including liquidity stress testing and management, capital planning and stress testing, single counterparty credit limits requirements, and related regulatory reporting by categorizing all foreign banking organizations with $100 billion or more in combined U.S. assets into one of four categories, while other U.S. and non-U.S. firms with total assets under $100 and above $50 billion were subject to a significantly reduced level of EPS requirements. This categorization framework was based on the calculation of aggregate U.S. assets and four other risk-based indicators, including weighted short-term wholesale funding, cross-jurisdictional activity, nonbank assets, and off-balance sheet exposure.
Under the framework of the Tailoring Rules, MUFG’s CUSO has been classified as Category II, subject to the most stringent forms of liquidity stress testing and risk management requirements other than those applicable to U.S. G-SIBs. After exiting IHC status, MUFG Americas Holdings ceased to be subject to the categorization framework and EPS requirements on a stand-alone basis.
The Tailoring Rules did not alter the risk management requirements previously applicable to MUFG’s CUSO under EPS. Thus, our CUSO continues to be subject to the oversight of the U.S. Risk Committee, the composition and role of which are further discussed in “Item 6.C. Directors, Senior Management and Employees—Board Practices.” Our Chief Risk Officer for the Americas, as also mandated under EPS, is responsible for implementing and maintaining the CUSO’s risk management framework and practices, including its liquidity management standards. The Chief Risk Officer for the Americas is located in the United States, and reports directly to the U.S. Risk Committee, a committee of the MUFG Board of Directors.
The Volcker Rule was issued in final form by the FRB, OCC, FDIC, SEC, and the U.S. Commodity Futures Trading Commission (“CFTC”) originally in December 2013, and substantive portions were subsequently amended in November 2019 and July 2020. The Volcker Rule restricts the ability of banking entities to conduct certain proprietary trading activities, which means trading in securities and other financial instruments, such as derivatives, for their own account, subject to certain exceptions, including market-making, risk-mitigating hedging, and underwriting, unless such activities are conducted within a rigorous compliance framework. The Volcker Rule also restricts banking entities from engaging in certain activities regarding hedge funds and private equity funds known as covered funds, subject to certain exceptions. The Volcker Rule excludes restrictions on such activities if they are conducted solely outside of the United States. The Volcker Rule requires banking entities to implement policies, procedures, and quantitative metrics reporting that are reasonably designed to ensure and monitor compliance with the restrictions under the Volcker Rule. Our proprietary trading and covered funds activities are generally executed outside of the United States, but certain activities are conducted within the United States, and, therefore, we have undertaken steps that we believe are appropriate to bring our activities and investments into compliance with the Volcker Rule. Given its complexity, the Volcker Rule may be subject to further rule-making and regulatory interpretation in the future.
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U.S. regulators continue to issue final regulations and regulatory determinations governing swaps and derivatives markets as contemplated by the Dodd-Frank Act. To date, MUFG Bank and MUFG Securities EMEA plc have registered as swap dealers with the CFTC. In addition, MUFG Securities EMEA plc is also registered with the SEC as a securities-based swap dealer. Depending on the finalization of regulations and regulatory determinations governing swaps and derivatives markets under the Dodd-Frank Act, as well as the activities of our other subsidiaries located inside and outside of the United States, our other subsidiaries may have to register as swap dealers with, or be subject to the regulations of, the CFTC and/or SEC. Regulation of swap dealers by the CFTC and security-based swap dealers by the SEC imposes numerous corporate governance, business conduct, capital, margin, reporting, clearing, execution, and other regulatory requirements on our operations, which may adversely impact our derivatives businesses and make us less competitive than those competitors that are not subject to the same regulations. On July 23, 2020, the CFTC voted to approve final rules that modify and codify the cross-border application of certain of its Title VII swap rules to both U.S. and non-U.S. registered swap dealers. Similarly, the SEC has adopted a package of rule amendments, guidance, and a related order designed to expand and clarify the framework for regulating cross-border security-based swaps, including single-name credit default swaps. We have implemented measures designed to comply with the relevant rules and regulations by the prescribed compliance dates while continuing to consider the effects of other proposed rules and final regulatory changes.
On June 14, 2018, the FRB approved a final rule regarding single counterparty credit limits, or SCCL, for large banking organizations. The SCCL final rule was considered the last major piece of regulatory action needed to implement Section 165(e) of the Dodd-Frank Act. Section 165(e) was a response to the concern that failure or financial distress of one large, interconnected financial institution could cascade through the U.S. financial system and impair the financial condition of that firm’s counterparties, including other large, interconnected firms. Section 165(e) generally, and the SCCL final rule specifically, seek to mitigate this risk by limiting the aggregate exposure among such financial institutions and their counterparties. In July 2021, MUFG’s CUSO began complying with its CUSO-level requirements by certifying as to home-country compliance with Basel Committee standards in lieu of complying with the final U.S. SCCL rule.
On October 10, 2019, the FRB issued jointly with the FDIC a final rule amending their prior joint rule implementing the resolution planning requirements of Section 165(d) of the Dodd-Frank Act. Resolution plans, also known as living wills, describe a firm’s strategy for orderly resolution under appropriate insolvency regimes. Such resolution would be caused by a material financial distress or failure of the firm. As informed by the framework set forth under the FRB Tailoring Rule, the resolution plan final rule tailors the resolution planning requirements for firms that do not pose the same systemic risk as the largest institutions. The classification of MUFG’s CUSO as a triennial full filer applies to large foreign and U.S. banks classified within Category II and Category III of the FRB Tailoring Rule, and is subject to alternating submissions of full and targeted resolution plans.
On July 30, 2024, the FRB and FDIC issued final guidance to enhance resolution planning at large U.S. and non-U.S. banking organizations with more than $250 billion in total assets, which are classified as triennial full filers. Under this guidance, the submission date for the full resolution plan required of triennial filers was extended to October 1, 2025, on which date, MUFG filed a plan that continued to adopt a multiple point of entry resolution strategy ("MPOE") for its U.S. operations, as done in prior filings. The final guidance confirms that the subsequent filing date of a targeted plan for triennial filers like MUFG is July 1, 2028, and future plan submissions will be due every three years thereafter, alternating between full and targeted resolution plans.
On January 30, 2020, the FRB adopted a final rule revising the “controlling influence” prong of its “control” rules under the BHCA. The final rule reaffirms the FRB's conceptual framework for analyzing “controlling influence”, and incorporates many of the elements of the prior control regulatory framework while clarifying or rejecting others. The issue of “control” is a central concept under the BHCA. Among other things, control determines whether an investor in a banking organization is subject to the requirements and restrictions of the BHCA, whether a bank holding company’s investment in a company is permissible and/or subjects the investee company to the requirements and restrictions of the BHCA, and whether an investor in a banking organization is subject to the Volcker Rule. As a result, a determination of whether or not an investment constitutes “control” of, or even a non-passive holding in, an investee is often determinative of whether an investment can be made (or, at least, must be restructured to avoid control or reduced to a passive holding). The final rule was effective as of September 30, 2020, and applies to MUFG’s investments globally.
Foreign Account Tax Compliance Act. The Hiring Incentives to Restore Employment Act was enacted in March 2010 and contains provisions commonly referred to as the Foreign Account Tax Compliance Act, or FATCA. The U.S. Treasury, acting through the Internal Revenue Service, or the IRS, issued final FATCA regulations in January 2013, which have been updated along with related guidance issued since February 2014. FATCA created a new reporting and withholding regime for U.S. withholding agents and foreign financial institutions, or FFIs, and certain non-financial foreign entities, or NFFEs.
In addition, the FATCA framework has been augmented with the introduction of Intergovernmental Agreements, or IGAs, between the U.S. Treasury and various foreign governments, which are intended to support intergovernmental cooperation to facilitate the implementation of FATCA. The United States has entered into various IGAs with non-U.S. jurisdictions including Japan, some of which became effective as of July 1, 2014.
Consistent with FATCA, we have assessed and determined if our group entities are U.S. withholding agents, FFIs, or NFFEs. Each identified U.S. withholding agent and FFI has also evaluated pre-existing and new entity accounts to the extent required to determine their respective FATCA classifications. We have continuously developed internal procedures and processes that we believe comply with the regulatory requirements under FATCA.
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However, FATCA compliance has required us to develop extensive systems capabilities and internal processes to identify and report U.S. account holders who are subject to FATCA requirements, which has been a complex and costly process requiring significant internal resources. If our procedures and processes are determined not to comply with the requirements of FATCA, we could potentially be subject to serious adverse consequences, including the imposition of withholding taxes on certain amounts payable to us from U.S. sources, and could be required to expend additional resources to enhance our systems, procedures and processes and take other measures in response to such consequences.
Disclosure pursuant to Section 13(r) of the US Securities Exchange Act of 1934
We are disclosing the following information pursuant to Section 13(r) of the Securities Exchange Act of 1934 (Exchange Act), which requires an issuer to disclose whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with natural persons or entities designated by the U.S. government under specified Executive Orders. The scope of activities that must be reported includes activities not prohibited by U.S. law and conducted outside the United States in compliance with applicable local law.
During the fiscal year ended March 31, 2026, our non-U.S. subsidiary, MUFG Bank, engaged in certain limited business activities with entities in, or affiliated with, Iran, including counterparties owned or controlled by the Iranian government. Specifically, our non-U.S. banking subsidiary, MUFG Bank, has previously issued guarantees outstanding mainly in connection with prior petroleum-related transactions with Iran by its customers that were permissible under applicable sanctions regulations. These transactions did not involve U.S. dollars or clearing services of U.S. banks for the settlement of payments. For the fiscal year ended March 31, 2026, the aggregate fee income relating to these transactions was less than ¥5 million, representing less than 0.0005 percent of our total fee income. In addition, some Iranian financial institutions and other entities in, or affiliated with, Iran maintained non-U.S. dollar correspondent accounts and other similar settlement accounts with MUFG Bank outside the United States. In addition to such accounts, MUFG Bank received deposits in Japan from, and provided settlement services in Japan to, fewer than 10 Iranian government-related entities, and MUFG Bank and a non-U.S. affiliate of MUFG provided credit and/or settlement services to fewer than 100 Iranian government-related individuals including Iranian diplomats. MUFG Bank also maintains settlement accounts outside the United States for certain other entities specified in Executive Order 13224, which settlement accounts were frozen in accordance with applicable laws and regulations. For the fiscal year ended March 31, 2026, the average aggregate balance of deposits held in these accounts represented less than 0.05 percent of the average balance of our total deposits. The interest and fee income from the transactions attributable to these account holders was less than ¥50 million, representing less than 0.001 percent of our total interest and fee income.
We recognize that following the withdrawal in May 2018 by the United States from the Joint Comprehensive Plan of Action, the United States has imposed secondary sanctions against non-U.S. persons who engage in or facilitate a broad range of transactions and activities involving Iran. We have taken this into account and will continue to monitor transactions relating to Iran in order to comply with applicable U.S. and Japanese regulations as well as U.S., Japanese and other international sanctions.
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C.Organizational Structure
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Set forth below is a list of our principal consolidated subsidiaries as of March 31, 2026
Name Country ofIncorporation Proportion ofOwnershipInterest(%) Proportion ofVotingInterest(%)
MUFG Bank, Ltd. Japan 100.00 % 100.00 %
WealthNavi Inc. Japan 100.00 % 100.00 %
Mitsubishi UFJ eSmart Securities Co,. Ltd. Japan 100.00 % 100.00 %
Kanmu, Inc. Japan 82.07 % 73.10 %
Mitsubishi UFJ Trust and Banking Corporation Japan 100.00 % 100.00 %
Mitsubishi UFJ Real Estate Services Co., Ltd. Japan 100.00 % 100.00 %
Japan Shareholder Services Ltd. Japan 100.00 % 100.00 %
The Master Trust Bank of Japan, Ltd. Japan 46.50 % 46.50 %
Mitsubishi UFJ Real Estate Asset Management Co., Ltd. Japan 100.00 % 100.00 %
Mitsubishi UFJ Alternative Investments Co., Ltd. Japan 100.00 % 100.00 %
Human Resources Governance Leaders Co., Ltd. Japan 100.00 % 100.00 %
Mitsubishi UFJ Securities Holdings Co., Ltd. Japan 100.00 % 100.00 %
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. Japan 60.00 % 60.00 %
Mitsubishi UFJ NICOS Co., Ltd. Japan 100.00 % 100.00 %
Japan Digital Design, Inc Japan 94.19 % 94.19 %
MUFG Innovation Partners Co., Ltd. Japan 100.00 % 100.00 %
Mitsubishi UFJ Asset Management Co., Ltd. Japan 100.00 % 100.00 %
MUFG Securities (Canada), Ltd. Canada 100.00 % 100.00 %
MUFG Americas Holdings Corporation USA 100.00 % 100.00 %
MUFG Securities EMEA plc UK 100.00 % 100.00 %
Bank of Ayudhya Public Company Limited Thailand 76.88 % 76.88 %
PT Bank Danamon Indonesia Tbk Indonesia 92.47 % 92.47 %
PT Adira Dinamika Multi Finance Tbk Indonesia 94.17 % 93.41 %
Mitsubishi UFJ Baillie Gifford Asset Management Limited UK 51.00 % 51.00 %
Mitsubishi UFJ Investor Services & Banking (Luxembourg) S.A. Luxembourg 100.00 % 100.00 %
MUFG Lux Management Company S.A. Luxembourg 100.00 % 100.00 %
Mitsubishi UFJ Asset Management (UK) Ltd. UK 100.00 % 100.00 %
MUFG Investor Services Holdings Limited Bermuda 100.00 % 100.00 %
First Sentier Group Limited Australia 100.00 % 100.00 %
MUFG Pension & Market Services Holdings Pty Limited Australia 100.00 % 100.00 %
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D.Property, Plant and Equipment
As of March 31,
2025 2026
(in millions)
Land ¥ 406,470 ¥ 512,220
Buildings 794,868 848,904
Equipment and furniture 561,926 595,226
Leasehold improvements 284,171 306,522
Construction in progress 34,007 46,896
Total 2,081,442 2,309,768
Less accumulated depreciation 1,161,588 1,224,911
Premises and equipment—net ¥ 919,854 ¥ 1,084,857
Our registered address is 4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8330, Japan. As of March 31, 2026, we and our subsidiaries conducted our operations either in premises we owned or in properties we leased.
We decided to build a new MUFG headquarters building at the location where the MUFG and MUFG Bank head office building stood previously. In conjunction with the construction of the new building, the head offices for MUFG and MUFG Bank have been temporarily relocated from 7-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo. The construction of the headquarters building is scheduled to be completed in October 2030, with a total planned investment of ¥209 billion, subject to adjustments due to changes in relevant circumstances. Through March 31, 2026, an aggregate of ¥4.6 billion was invested in the construction project.
The following table presents the book values of our material offices and other properties as of March 31, 2026:
Book Value
(in millions)
Owned land ¥ 512,220
Owned buildings ¥ 273,768
The buildings and land we own are primarily used by us and our subsidiaries as offices and branches. Most of the buildings and land we own are free from material encumbrances.
During the fiscal year ended March 31, 2026, premises and equipment increased, primarily reflecting the consolidation of newly established special purpose entities, such as real estate trusts, which hold these properties.