Mizuho Financial Group, Inc. filings document foreign-issuer disclosures for a Japanese financial group whose ADRs represent one-fifth of an ordinary share. Form 6-K reports cover share repurchase progress, cancellation of common stock, capital-ratio announcements, board and corporate executive changes, and materials incorporated by reference into a Form F-3 registration statement.
The filings also record governance under Japan's Companies Act, Tokyo Stock Exchange issuer information, legal opinions and consents tied to securities registration, and capital adequacy measures reported for Mizuho Financial Group and banking subsidiaries.
Mizuho Financial Group, Inc. (MFG) is the issuer in a Schedule 13G/A reporting Sumitomo Mitsui Trust Group, Inc.’s beneficial ownership of 121,591,698 common shares, or 5.0%, as of September 30, 2026. The reporting person shared voting power over 114,648,798 shares and shared dispositive power over 121,591,698 shares; it reported zero sole voting or dispositive power. Portions of the reported securities are owned or may be deemed beneficially owned by subsidiaries Sumitomo Mitsui Trust Asset Management Co., Ltd. and Amova Asset Management Co., Ltd.
Mizuho Financial Group, Inc. completed its common-stock repurchases under board resolutions, with 24,352,700 shares repurchased for an aggregate repurchase price of ¥199,999,944,900 as of September 18, 2026. The repurchases used market purchases utilizing the trust method.
Cancellation of all 24,352,700 repurchased shares is scheduled for October 23, 2026; those shares equal 1.0% of total shares outstanding before cancellation. From September 1 to September 18, 2026, on a trade-date basis, the company repurchased 6,126,300 shares for ¥52,934,875,300.
MIZUHO FINANCIAL GROUP INC (MFG) furnished a report providing documentation for potential future issuances of subordinated securities under its existing shelf Registration Statement on Form F-3 (File No. 333-282497). The report includes a Perpetual Subordinated Indenture with The Bank of New York Mellon and a form of Fixed Rate Resetting Perpetual Subordinated Security.
The report also provides legal opinions and related consents from Nagashima Ohno & Tsunematsu and Simpson Thacher & Bartlett LLP, which are incorporated by reference into the F-3 prospectus effective from the date of this report, to the extent not superseded by later documents.
Mizuho Financial Group, Inc. (MFG) is issuing U.S.$1,000,000,000 of 7.050% fixed rate resetting perpetual subordinated notes as Additional Tier 1 capital and external TLAC debt. The notes pay a fixed 7.050% coupon from September 14, 2026 to December 15, 2036, then reset every five years to the U.S. Treasury Rate plus 2.255%, with semiannual payments on June 15 and December 15.
The notes are perpetual, deeply subordinated and non‑callable by investors, with no events of default or acceleration rights. Mizuho may, at its sole discretion, cancel interest payments at any time and must cancel interest in certain circumstances tied to its distributable amounts; cancelled interest does not accrue and non‑payment is not a default. The principal and interest are also subject to permanent or partial write‑down if specific regulatory triggers occur, including a Viability Event, a Bankruptcy Event or a Capital Ratio Event when the consolidated CET1 ratio falls below 5.125%.
On each Reset Date Mizuho may redeem the notes at 100% of original principal plus unpaid, non‑cancelled interest, and may also redeem upon certain tax or regulatory events, subject to conditions and prior regulatory confirmation. Net proceeds of approximately $990,000,000 (after a 1.000% underwriting commission) will fund a perpetual subordinated loan to Mizuho Bank for general corporate purposes. The notes will be issued in $200,000 minimum denominations, cleared through DTC, Euroclear and Clearstream, and application has been made to list them on the Luxembourg Stock Exchange’s Euro MTF Market.
Mizuho Financial Group, Inc. (MFG) is offering U.S. dollar-denominated fixed rate resetting perpetual subordinated notes intended to qualify as Additional Tier 1 capital and external TLAC debt under Japanese banking regulations. The notes pay a fixed coupon to December 15, 2036, then reset every five years to the U.S. Treasury Rate plus a margin, with interest payable semi-annually.
Interest payments are fully discretionary and can be cancelled at any time, and may also be mandatorily cancelled based on Mizuho’s distributable amounts; cancelled interest never becomes due and non-payment is not a default. The notes are perpetual, have no events of default or rights of acceleration, and investors cannot require redemption. Principal and interest are subject to permanent write-down if a Capital Ratio Event occurs (CET1 ratio below 5.125%), and to full write-down and cancellation upon a Viability Event (application of specified resolution measures by the Japanese Prime Minister) or a Bankruptcy Event, potentially leaving holders with no recovery even if pari passu or junior liabilities without such features remain outstanding. The notes are deeply subordinated to Senior Indebtedness, and net proceeds will fund a perpetual subordinated loan to Mizuho Bank for its general corporate purposes.
Mizuho Financial Group, Inc. (MFG) reports progress on its ongoing common stock repurchase authorized under the Companies Act of Japan and its Articles of Incorporation. During the period from August 1–31, 2026, the company repurchased 9,078,600 common shares for an aggregate price of ¥75,678,470,200 through market purchases utilizing a trust method.
The repurchase is part of a previously announced program to buy back up to 35,000,000 shares of common stock, representing 1.4% of total shares outstanding excluding treasury stock as of June 30, 2026, for up to ¥200,000,000,000, over the period from May 18, 2026 to September 30, 2026. Cumulatively under this program, Mizuho has repurchased 18,226,400 shares for a total of ¥147,065,069,600.
Mizuho Financial Group Inc., an institutional investment manager, filed a Form 13F combination report detailing a portion of its U.S. reportable securities positions, with remaining holdings reported by other managers. The filing lists 14 reportable positions with an aggregate reported value of $11,775,638.
The report identifies 1 other included manager, Mizuho Securities Co. Ltd., and several additional managers that separately report portions of the group’s holdings, reflecting a shared reporting structure across the Mizuho organization.
Mizuho Financial Group, Inc. reported updated regulatory capital metrics as of June 30, 2026 on a consolidated basis and for key banking subsidiaries under international and domestic standards.
On a consolidated basis for Mizuho Financial Group, the Total Capital Ratio was 17.74%, the Tier 1 Capital Ratio was 15.94%, and the Common Equity Tier 1 Capital Ratio was 13.51%, each modestly higher than as of March 31, 2026. Total capital was ¥14,590.7 billion and risk-weighted assets were ¥82,213.7 billion.
For Mizuho Bank (consolidated), the Total Capital Ratio was 16.56%, Tier 1 Capital Ratio 14.59%, and Common Equity Tier 1 Capital Ratio 11.95% as of June 30, 2026. For Mizuho Trust & Banking, the domestic-standard capital ratio was 31.05% and, on a reference international-standard basis, the Total Capital Ratio was 33.98%.
MIZUHO FINANCIAL GROUP INC (MFG), as a parent holding company, reports beneficial ownership of common shares of a special purpose acquisition company. Through subsidiaries, it holds 482,615 common shares of that company, representing 7.5% of the class as of June 30, 2026.
The filing states sole voting and sole dispositive power over all 482,615 shares, with no shared voting or dispositive power. The shares are directly held by a U.S. broker-dealer subsidiary, and Mizuho Financial Group and certain affiliated entities may be deemed indirect beneficial owners.
Mizuho Financial Group, Inc. reported progress on its ongoing common stock repurchase program authorized under the Companies Act of Japan and its Articles of Incorporation. Between July 1 and July 31, 2026, it repurchased 3,845,100 shares of common stock for a total of ¥31,812,948,300 through market purchases utilizing a trust method.
The current authorization permits repurchases of up to 35,000,000 shares, equal to 1.4% of total shares outstanding excluding treasury stock as of June 30, 2026, for an aggregate amount of up to ¥200,000,000,000, during the period from May 18 to September 30, 2026. Cumulatively under this authorization, Mizuho has repurchased 9,147,800 shares for ¥71,386,599,400.