Mizuho Financial SEC Filings

Mizuho Financial Group’s Group Chief Governance Officer Tatsuya Kurosawa reported compensation-related stock movements involving common shares and phantom stock units. On June 1, 2026, he exercised 719 phantom stock units into an equal number of common shares, eliminating that phantom unit position. The same day, 288 common shares were disposed of to the issuer in a transaction coded as a disposition to issuer, with the filing showing a reported price per share of $12,993.09 and a footnote stating these shares were priced at JPY 7,185. After these transactions, he held 4,824 common shares directly, plus 216 shares held indirectly through his Employee Stock Ownership Plan account as of April 30, 2026.

Mizuho Financial Group officer Komatsu Minori reported compensation-related share movements involving phantom stock units and common stock. On June 1, 2026, 659 phantom stock units vested and were exercised into 659 shares of common stock. Each phantom unit represents a contingent right to receive one share, settled in cash or stock at the issuer’s election. A portion representing 264 common shares was then disposed of back to the issuer in a transaction settled in cash, while 395 common shares remained directly owned following the transactions. The disposition used a price derived from JPY 7,185 per share, converted at JPY 1 to U.S. $0.006279041, underscoring that these were internal settlements rather than open-market trades.

Mizuho Financial Group’s Group Chief Strategy Officer, Koyama Takeshi, reported routine equity compensation activity involving phantom stock units and common shares. On June 1, 2026, he exercised 1,048 phantom stock units into common stock and disposed of 420 common shares back to the issuer as part of the settlement, with that portion settled in cash. Following these transactions, he directly holds 10,032 shares of common stock and no remaining phantom stock units. The filing describes compensation-related conversions and a disposition to the issuer, rather than open-market buying or selling.

Mizuho Financial Group Group Chief Financial Officer Makoto Samejima reported compensation-related share transactions. He exercised 1,703 phantom stock units into an equal number of common shares, fully settling this derivative award. On the same date, he disposed of 682 common shares back to the issuer in a transaction labeled as a disposition to the company. After these moves, he directly holds 4,211 common shares. Footnotes explain that each phantom stock unit represented a contingent right to one common share, settled in cash or stock at the issuer’s election, and that a portion of the units vested and was settled in cash using a reference price of JPY 7,185 per share and an exchange rate of JPY 1 to U.S. $0.006279041.

Mizuho Financial Group’s Group Chief Compliance Officer, Fusae Akamatsu, reported routine equity compensation adjustments. On June 1, 2026, Akamatsu returned 312 shares of common stock to the issuer in a disposition to the company. On the same date, 778 phantom stock units were exercised into 778 shares of common stock.

Each phantom stock unit represented a contingent right to receive one share of common stock, settled in cash or stock at the issuer’s election. A portion of the vested phantom units was settled in cash, with those units disposed at a price of JPY 7,185 per unit. After the exercise, no phantom stock units remain outstanding from this award.

Mizuho Financial Group, Inc. reported progress on its ongoing share repurchase program authorized under the Companies Act of Japan and its Articles of Incorporation. Between May 18, 2026 and May 31, 2026, the company repurchased 2,085,100 shares of common stock for a total of ¥14,800,736,200 through market purchases utilizing a trust method. The current authorization permits repurchases of up to 25,000,000 shares, equal to 1.0% of total shares outstanding excluding treasury stock as of March 31, 2026, for an aggregate amount of up to ¥100,000,000,000 during the period from May 18, 2026 to August 31, 2026.

Mizuho Financial Group, Inc. is amending a prior disclosure by furnishing corrected English translations of its FY 2026 Ordinary General Shareholders’ Meeting notice and Business Report. The updated documents cover the period from April 1, 2025 to March 31, 2026 and replace the earlier Form 6-K in full.

Mizuho Financial Group, Inc. reports that the shareholders who had submitted a proposal for its 24th Ordinary General Meeting of Shareholders have now withdrawn that proposal. The withdrawn item sought a partial amendment to the Articles of Incorporation concerning risks associated with the consolidation of Orient Corporation.

The proposing shareholders decided to withdraw after a timely disclosure by Orient Corporation on May 15, 2026 confirmed that Mizuho Bank’s shareholding ratio in Orient had decreased, which they viewed as a significant change in the basis for their proposal. Mizuho’s Board of Directors has resolved to consent to this withdrawal and to partially amend the matters to be resolved at the meeting scheduled for June 26, 2026.

The company notes that the convocation notice for the meeting and related voting materials, dated May 28, 2026, were prepared before the withdrawal and therefore still include the original shareholder proposal. Mizuho requests that shareholders exercise their voting rights on Proposal 1, the appointment of fourteen directors, as proposed by the company.

Mizuho Financial Group, Inc. submitted a Form 6-K as a foreign private issuer to provide U.S. investors with English translations of materials filed in Japan. The filing furnishes the Notice of Convocation of the FY 2026 Ordinary General Shareholders’ Meeting and the Business Report for the period from April 1, 2025 to March 31, 2026, both originally filed with the Tokyo Stock Exchange.