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Mizuho Financial Group, Inc. 424B Filings

MFG NYSE

Every 424B that Mizuho Financial Group, Inc. (MFG) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 424B covers the supplement that carries the terms of a priced offering, so if you follow MFG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MFG filings page.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

Mizuho Financial Group is offering multiple series of senior notes totaling $6,600,000,000 in aggregate principal amount. The offering comprises fixed-to-fixed reset rate notes due 2030 ($1,650,000,000), 2032 ($1,250,000,000), 2037 ($1,000,000,000) and 2047 ($1,000,000,000), plus floating rate notes due 2030 ($700,000,000) and 2032 ($1,000,000,000).

The notes are senior, unsecured obligations intended to qualify as external TLAC under the Japanese TLAC Standard. Net proceeds (approximately $6,574,250,000 before expenses) will be loaned to Mizuho Bank for general corporate purposes. Interest terms include initial fixed coupons and later resets tied to U.S. Treasury rates or Compounded Daily SOFR with specified spreads; optional redemptions and tax redemption features apply.

Rhea-AI Summary

Mizuho Financial Group proposes an offering of multiple series of senior callable notes due in 2030, 2032, 2037 and 2047, including fixed‑to‑fixed reset rate notes and floating rate notes, subject to completion and pricing. The net proceeds are to be lent to Mizuho Bank for general corporate purposes and the notes are intended to qualify as external TLAC under the Japanese TLAC Standard. The notes will be unsecured, pari passu among themselves, issued in minimum denominations of $200,000 and listed on the Luxembourg Stock Exchange’s Euro MTF market (application pending). Key corporate context: total assets ¥294.9 trillion, deposits ¥179.0 trillion and MHFG shareholders’ equity ¥10.9 trillion as of March 31, 2026; net income attributable to MHFG shareholders for the fiscal year ended March 31, 2026 was ¥1,158.0 billion.

Rhea-AI Summary

Mizuho Financial Group is offering U.S.$1.8 billion of senior unsecured notes in three tranches: U.S.$600 million 4.438% fixed-to-fixed reset notes due 2032, U.S.$700 million 5.050% fixed-to-fixed reset notes due 2037, and U.S.$500 million floating-rate notes due 2032.

The fixed-rate tranches reset one year before maturity to the applicable U.S. Treasury Rate plus 0.70% or 0.85%. The floating tranche pays Compounded Daily SOFR plus 0.93%, with quarterly interest. Net proceeds of about U.S.$1.791 billion will fund an Internal TLAC-eligible loan to Mizuho Bank for general corporate purposes.

The notes are senior, unsecured obligations structurally subordinated to liabilities of subsidiaries and are intended to qualify as external TLAC debt under Japan’s TLAC framework. Mizuho may redeem each series in whole one year before maturity or upon specified Japanese tax changes, subject to regulatory conditions.

Rhea-AI Summary

Mizuho Financial Group is offering three series of senior unsecured callable notes: fixed-to-fixed reset rate notes due 2032 and 2037, and floating-rate notes due 2032. The notes are intended to qualify as external TLAC debt and will rank pari passu with other unsubordinated unsecured obligations.

The fixed-to-fixed notes pay an initial fixed coupon, then reset to the applicable U.S. Treasury rate plus a spread one year before maturity, while the floating-rate notes pay Compounded Daily SOFR plus a spread. Mizuho may redeem each series in whole one year before maturity or upon certain tax events. Net proceeds will fund a TLAC-eligible loan to Mizuho Bank for its general corporate purposes. The group reports strong scale, with total assets of ¥276.7 trillion and net income attributable to shareholders of ¥593.4 billion for the year ended March 31, 2025, and ¥815.5 billion for the six months ended September 30, 2025.