Mizuho Financial SEC Filings

Mizuho Financial Group, Inc. (TSE:8411 / NYSE: MFG) filed a Form 6-K announcing that its Compensation Committee approved an additional cash contribution of ¥1.8 billion (≈US$11 million) to its existing Board Benefit Trust (BBT). The funds will enable the trustee—Mizuho Trust & Banking (re-trusted to Custody Bank of Japan)—to purchase up to 450,000 Mizuho common shares on the open market between 14 July 2025 and 22 July 2025.

The BBT is the vehicle used to deliver performance-based stock compensation to directors and executive officers across the Group (Mizuho Financial Group, Mizuho Bank, Mizuho Trust & Banking, and Mizuho Securities). The additional contribution ensures the trust holds a sufficient share inventory to meet future awards under the stock compensation programme that was first introduced in 2015 and amended in 2018.

Implications for investors

• The transaction represents only about 0.03 % of Mizuho’s outstanding shares and < 0.02 % of its ¥11 trillion market capitalisation, implying minimal earnings or book-value impact.
• Because shares are bought in the market, the purchase is mechanically similar to a small share buy-back, albeit the shares will ultimately be re-issued to management, resulting in neutral long-term dilution.
• Enhanced equity-based pay is designed to align management incentives with shareholder returns, in line with global governance trends.

Mizuho Financial Group (NYSE:MFG) filed a Rule 424(b)(2) prospectus supplement for a U.S.$3.0 billion senior note offering targeted at U.S. investors.

The transaction consists of three tranches:

• U.S.$1.25 billion 4.711% fixed-to-fixed reset notes maturing July 8 2031.
• U.S.$1.0 billion 5.323% fixed-to-fixed reset notes maturing July 8 2036.
• U.S.$750 million floating-rate notes maturing July 8 2031 priced at Compounded Daily SOFR + 1.25%.

The notes are senior, unsecured and unsubordinated obligations intended to qualify as external TLAC under Japanese regulation, yet remain structurally subordinated to liabilities of subsidiaries such as Mizuho Bank.

After underwriting fees of U.S.$11.5 million, net proceeds of approximately U.S.$2.9885 billion will be lent to Mizuho Bank for general corporate purposes.

Each series is callable once, exactly one year before its stated maturity, and is also subject to optional redemption for tax events. Interest is paid semi-annually on the fixed tranches and quarterly on the floating tranche. Minimum denomination is U.S.$200,000.

Settlement is expected on July 8 2025 through DTC, Euroclear and Clearstream, with listing sought on the Luxembourg Stock Exchange’s Euro MTF Market.

Key risks flagged include subordination to subsidiary liabilities and possible early redemption on changes in Japanese tax law.

Mizuho Financial Group announces a major debt offering comprising three series of notes totaling $3 billion:

• 2031 Fixed-to-Fixed Notes: $1.25 billion at 4.711% initial rate, resetting July 2030
• 2036 Fixed-to-Fixed Notes: $1 billion at 5.323% initial rate, resetting July 2035
• 2031 Floating Rate Notes: $750 million at Compounded Daily SOFR + 1.25%

All notes are rated A1 (Moody's) / A- (S&P) and will be listed on Luxembourg's Euro MTF Market. The proceeds will fund an internal TLAC loan to Mizuho Bank for general corporate purposes. Each series includes a one-time call option one year before maturity. The offering features a broad syndicate led by Mizuho Securities USA, J.P. Morgan, and BMO Capital Markets.

Mizuho Financial Group held its 23rd Ordinary General Meeting of Shareholders on June 24, 2025, with significant voting results on key proposals:

Company Proposal Results:

• All 14 nominated directors were successfully elected with approval rates ranging from 73% to 99%
• Highest approval: Yuki Ikuno (99%)
• Lowest approval: Takakazu Uchida (73%)

Shareholder Proposals Rejected:

• Proposal for financial risk audit disclosure by Audit & Supervisory Board (11% approval)
• Proposal for disclosure of client climate change transition plans (10% approval)

The voting results demonstrate strong shareholder support for the board nominees while indicating limited appetite for enhanced disclosure proposals related to risk audits and climate change assessments. The meeting achieved required quorum with more than one-third of eligible voting rights represented.