[6-K] Mizuho Financial Group, Inc. American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Mizuho Financial Group reported share repurchase activity and a buyback program. The company carried out market purchases using the trust method, including 5,894,700 shares for ¥27,650,652,900 on a trade date basis between August 1 and August 29, 2025. It disclosed a repurchase authorization of up to 40,000,000 shares (about 1.6% of outstanding shares excluding treasury stock as of March 31, 2025) with a cap of ¥100,000,000,000 covering the period from May 16 to August 31, 2025. The filing also shows an executed purchase of 23,909,200 shares totaling ¥99,999,721,300. Transactions were executed via the trust method and certain repurchased shares are referenced as cancelled or to be cancelled in the filing.

Insights

Financial Analyst

TL;DR Share repurchases were sizable in yen terms and largely completed under the announced ¥100 billion authorization.

The filing documents substantial buyback execution under a capped program. The company executed purchases totaling ¥99,999,721,300 for 23,909,200 shares, nearly exhausting the stated ¥100 billion authorization for the May 16 to August 31, 2025 window. Additional smaller trades between August 1 and August 29, 2025 show ongoing repurchases by trust. For investors, the activity indicates active capital return via buybacks; the filing does not disclose the impact on per-share metrics or detailed cancellation mechanics beyond noting repurchased shares and reference to cancellation.

Corporate Governance Expert

TL;DR The board authorized a clearly defined repurchase program and the company executed significant purchases under that authorization.

The document states an explicit authorization limit of 40,000,000 shares and a monetary cap of ¥100,000,000,000, with repurchases carried out via a trust method. The filing lists executed volumes and amounts and references cancellation of repurchased shares. The disclosure is procedurally appropriate for an issuer returning capital; however, the filing does not provide details on timing of cancellations or effects on outstanding share count beyond raw numbers, so governance implications are limited to the disclosed execution facts.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission File Number 001-33098

Mizuho Financial Group, Inc.

(Translation of registrant’s name into English)

5-5, Otemachi 1-chome

Chiyoda-ku, Tokyo 100-8176

Japan

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THE PROSPECTUS FORMING A PART OF MIZUHO FINANCIAL GROUP, INC.’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-282497) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:		September 2, 2025
Mizuho Financial Group, Inc.
By:		/s/ Takefumi Yonezawa
Name:		Takefumi Yonezawa
Title:		Senior Managing Corporate Executive / Group CFO

September 1, 2025

Company Name		: Mizuho Financial Group, Inc.
Representative		: Masahiro Kihara, President and Group CEO
Head Office		: 1-5-5 Otemachi, Chiyoda-ku, Tokyo
Code Number		: 8411 (Prime Market of Tokyo Stock Exchange)

Notice regarding Progress and Completion of Repurchase of Our Common Stock, and Cancellation of Repurchased Common Stock

(Repurchase of our common stock pursuant to the provisions of Article 156, Paragraph 1 of the Companies Act, in accordance with the provisions of Article 459, Paragraph 1 of the Companies Act and the Articles of Incorporation of Mizuho Financial Group, Inc., and cancellation of repurchased common stock pursuant to Article 178 of the Companies Act)

Mizuho Financial Group, Inc. (“MHFG”) hereby announces the progress of the repurchase of its common stock pursuant to the provisions of Article 156, Paragraph 1 of the Companies Act of Japan (“Companies Act”) and in accordance with the provisions of Article 459, Paragraph 1 of the Companies Act and Article 47 of its Articles of Incorporation.

The repurchase of MHFG’s common stock pursuant to the resolution of the Board of Directors meeting held on May 15, 2025 has been completed as follows.

MHFG also announces that the number of shares to be cancelled pursuant to Article 178 of the Companies Act has been finalized, as detailed below.

1.  Progress of Repurchase of Common Stock
(1)   Stock repurchased		MHFG common stock
(2)   Aggregate shares repurchased		5,894,700 shares
(3)   Aggregate repurchase price		¥27,650,652,900
(4)   Repurchase period		August 1, 2025 to August 29, 2025 (trade date basis)
(5)   Repurchase method		Market purchase utilizing trust method
2.  Cancellation of Common Stock
(1)   Type of shares to be cancelled		MHFG common stock
(2)   Number of shares to be cancelled		23,909,200 shares
		(0.9% of total number of outstanding shares before cancellation)
(3)   Scheduled cancellation date		September 22, 2025

(Reference)
1.  Outline of the resolution of the meeting of the Board of Directors regarding the repurchase of common stock (May 15, 2025)
(1)   Stock to be repurchased		MHFG common stock
(2)   Aggregate shares to be repurchased		Up to a maximum of 40,000,000 shares (1.6% of total shares outstanding excluding treasury stock as of March 31, 2025)
(3)   Aggregate amount of repurchase price		Up to a maximum of ¥100,000,000,000
(4)   Repurchase period		From May 16, 2025 to August 31, 2025
(5)   Repurchase method		Market purchase utilizing trust method
2.  Aggregate number of shares and amount repurchased pursuant to the above resolution as of August 29, 2025
Aggregate number of shares repurchased		23,909,200 shares
Aggregate amount repurchased		¥99,999,721,300
3.  Outline of the resolution of the meeting of the Board of Directors regarding the cancellation of common stock (May 15, 2025)
(1)   Type of shares to be cancelled		MHFG common stock
(2)   Number of shares to be cancelled		All of the shares repurchased as stated in item 1 above
(3)   Scheduled cancellation date		September 22, 2025
4.  Treasury stock held by MHFG as of June 30, 2025
Total shares outstanding (excluding treasury stock)		2,499,342,351 shares
Treasury stock		14,415,443 shares

End of document

This immediate release contains statements that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, including estimates, forecasts, targets and plans. Such forward-looking statements do not represent any guarantee by management of future performance. Factors that could affect our financial condition and results of operations are included in “Item 3.D. Key Information—Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in our most recent Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”), which is available in the Financial Information section of our web page at www.mizuhogroup.com and also at the SEC’s web site at www.sec.gov. We are under no obligation, and disclaim any obligation, to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by the rules of the Tokyo Stock Exchange.