MUFG Mitsubishi UFJ Financial Group Inc

Issuer Free Writing Prospectus

Filed by Mitsubishi UFJ Financial Group, Inc.

Pursuant to Rule 433

Reg-Statement No. 333-273681

October 18, 2023

Expected Security Ratings (Moody’s /S&P / Fitch)*:

From (and including) the Issue Date to (but excluding) the first Reset Date (as defined below), the interest rate on the Securities will be 8.2% per annum

From (and including) each Reset Date to (but excluding) the next following Reset Date (each, a “reset fixed rate period”), the Securities will bear interest at a fixed per annum rate (the “Reset Fixed Rate”) equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the applicable Reset Determination Date (as defined below), plus 3.294%

4.625% due 9/2028

4.625% due 9/2030

98-252 / 4.903%

98-08+ / 4.922%

Determination of the Reset Fixed Rate and the U.S. Treasury Rate:

The Reset Fixed Rate and the U.S. Treasury Rate in respect of each reset fixed rate period shall be determined by The Bank of New York Mellon as calculation agent (the “Calculation Agent”) as soon as practicable after 5.00 p.m. (New York City time) on the Reset Determination Date.

“U.S. Treasury Rate” means, with respect to a reset fixed rate period, the rate per annum equal to: (1) the arithmetic average, as determined by the Calculation Agent, of the yields on actively traded U.S. Treasury securities adjusted to constant maturity for the maturity of five years (“Yields”) for the five consecutive New York Business Days (as defined below) immediately prior to the Reset Determination Date based on information appearing in the statistical release designated “H.15” (or any successor publication that reports Yields) most recently published by the Board of Governors of the U.S. Federal Reserve System as of 5:00 p.m. (New York City time) on the Reset Determination Date; provided that if the Yield is not available through such release (or any successor publication) for any relevant New York Business Day, then the arithmetic average will be determined based on the Yields for the remaining New York Business Days during the five New York Business Day period described above (provided further that if the Yield is available for only a single New York Business Day during such five New York Business Day period, then “U.S. Treasury Rate” will mean the single-day Yield for such day); or (2) if no information is available to determine the U.S. Treasury Rate in accordance with the method set forth in (1) above by using the Yield for at least a single New York Business Day during the five New York Business Day period described above, then the annualized yield to maturity of the Comparable Treasury Issue (as defined below) calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (as defined below) as of the Reset Determination Date.

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

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

Optional Cancellation of Interest Payments:

If the Company determines that it is necessary to cancel payment of the interest on the Securities at any time and in its sole discretion, the Company may cancel payment of all or part of the interest accrued on the Securities on an interest payment date.

Among other circumstances, the Company will make a determination to cancel interest payments if and to the extent the Company fails to meet the applicable regulatory capital buffer requirements and implements a capital distribution constraints plan submitted to the FSA (as defined in the Preliminary Prospectus) pursuant to an order of the FSA under the Japanese capital distribution constraints system. Notwithstanding the foregoing, the Company may determine that it is necessary to cancel payments of interest on the Securities due to other factors in its sole discretion.

Mandatory Cancellation of Interest Payments:

The Company will be prohibited from paying, and shall cancel, all or part of the interest on the Securities on an interest payment date, if and to the extent that the interest payable on the Securities on such interest payment date exceeds the Interest Payable Amount.

“Interest Payable Amount” means, in respect of any interest payment date, the product of the Adjusted Distributable Amounts on such interest payment date and a ratio, the numerator of which is the amount of interest (including additional amounts with respect thereto, if any) that should have been paid on the Securities on such interest payment date, and the denominator of which is the aggregate amount of interest (including additional amounts with respect thereto, if any) that should have been paid on the Securities on such interest payment date and dividends or interest (including any amounts with respect thereto substantially similar to additional amounts, if any) that should have been paid in respect of any Senior Dividend Preferred Shares (as defined in the Preliminary Prospectus) and any Parity Securities (as defined in the Preliminary Prospectus) on the same date as such interest payment date (rounding any amount less than a whole cent down to the nearest whole cent).

Principal Write-Down Upon a Capital Ratio Event:

If a Capital Ratio Event (as defined in the Preliminary Prospectus) occurs, on a Going Concern Write-Down Date (as defined below), the principal amount of the Securities will be written down by an amount equal to the relevant Going Concern Write-Down Amount (as defined in the Preliminary Prospectus), and holders of the Securities will be deemed to have irrevocably waived their right to claim or receive payments of the principal of the Securities to the extent of the relevant Going Concern Write-Down Amount or interest on the relevant Going Concern Write-Down Amount.

A “Capital Ratio Event” will be deemed to have occurred when the Company’s consolidated Common Equity Tier 1 ratio that the Company has reported or publicly announced in a manner set forth in the Preliminary Prospectus, declines below 5.125%, with certain exceptions set forth in the Preliminary Prospectus.

“Going Concern Write-Down Date” means the date that is determined by the Company after consultation with the FSA or any other relevant Japanese supervisory authority and shall be no later than fifteen Business Days following the date of the relevant Going Concern Write-Down Notice (as defined in the Preliminary Prospectus).

Following any write-down of principal amount upon a Capital Ratio Event, the Securities may be subject to a write-up in certain limited circumstances.

Principal Write-Down and Cancellation Upon a Non-Viability Event:

If a Non-Viability Event (as defined below) occurs, on a Write-Down and Cancellation Date (as defined below), the full principal amount of the Securities will be permanently written down to nil, the Securities will be cancelled, and holders of the Securities will be deemed to have irrevocably waived their right to claim or receive any payment of principal of or interest on the Securities.

A “Non-Viability Event” will be deemed to have occurred at the time that the Prime Minister of Japan confirms (nintei) that any measures (tokutei dai nigo sochi) set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act of Japan (or any successor provision thereto) need to be applied to the Company.

Principal Write-Down and Cancellation Upon a Bankruptcy Event:

Agreement to Write-Down and Cancellation:

No Events of Default or Rights of Acceleration:

Optional Redemption:

Optional Tax Redemption:

Joint Lead Managers and Joint Bookrunners:

Morgan Stanley & Co. LLC

MUFG Securities Americas Inc.

J.P. Morgan Securities LLC

Barclays Capital Inc.

BofA Securities, Inc.

Citigroup Global Markets Inc.

BNP Paribas

HSBC Securities (USA) Inc.

TD Securities (USA) LLC

Crédit Agricole Corporate and Investment Bank

Natixis Securities Americas LLC

Société Générale

Nomura Securities International, Inc.

RBC Capital Markets, LLC

Wells Fargo Securities, LLC

CUSIP: 606822DD3

ISIN: US606822DD36

Common Code: 269743484