MFG Tops Up Board Benefit Trust with ¥1.8 bn for Equity Awards

Rhea-AI Filing Summary

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.

Positive

• Enhanced alignment: Additional shares support a performance-based compensation plan that links executive rewards to shareholder value.
• Governance continuity: Reaffirms the Board’s commitment to an equity-oriented pay mix, consistent with global best practices.

Negative

• Cash outflow: ¥1.8 billion will be spent, marginally reducing available liquidity.
• Potential future dilution: Shares purchased will eventually be distributed to management, offsetting the near-term float reduction.

Insights

Corporate Governance Expert

TL;DR: Small trust top-up strengthens pay-for-performance alignment; immaterial to valuation.

The additional ¥1.8 billion contribution replenishes the BBT so that sufficient shares are available for future performance-linked grants. In governance terms, the move continues Mizuho’s multi-year transition from cash to equity compensation, which global investors generally welcome because it tightens alignment with shareholder value creation. The structure—a third-party beneficiary trust—protects against self-dealing and provides transparent rules on vesting. From a materiality standpoint, however, a 450k-share purchase is negligible compared to Mizuho’s 2.5 billion shares outstanding. Therefore, I deem the announcement governance-positive but financially neutral.

Equity Analyst

TL;DR: ¥1.8 bn market purchase equals a 0.03 % float change—too small to move EPS.

The planned purchase is effectively a micro-buyback financed by corporate cash. Assuming execution at ¥4,000 per share (recent trading range), the 450k shares reduce float short-term but will re-enter circulation when awards vest, so net dilution is unchanged. The cash outlay is less than 0.1 % of FY24 net profit and is already embedded in compensation forecasts, leaving capital ratios intact. I classify the filing as low impact on valuation or capital management.

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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 July 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&nbsp;40-F. Form&nbsp;20-F ☒ Form 40-F ☐

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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.

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	 		 	Date: July 1, 2025   Mizuho Financial Group, Inc.
	 		 	By:	 	/s/ Takefumi Yonezawa
	 		 	Name:	 	Takefumi Yonezawa
	 		 	Title:	 	Senior Managing Corporate Executive / Group CFO

July 1, 2025

To whom it may concern:

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

Notice Concerning Additional Contribution to the Board Benefit Trust (BBT) for Directors and Officers

Mizuho Financial Group, Inc. (the “Company”) hereby announces that the Compensation Committee has resolved, at the meeting held today, with respect to the stock compensation program for directors and executive officers (the “Program,” and the trust established based on a trust agreement executed with Mizuho Trust&nbsp;& Banking Co., Ltd., the “Trust”), that the Company will make an additional cash contribution to the Trust in order for the trustee to acquire shares of the Company.

For summary of the Program, please refer to “Notice Concerning Introduction of New Performance-Based Stock Compensation Program for Company Group Officers” dated May&nbsp;15, 2015 and “Notice Concerning Revision of the Stock Compensation Program and Additional Contribution to the Board Benefit Trust (BBT) for Directors and Officers” dated July&nbsp;13, 2018.

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1. Reason for the Additional Contribution

The Company has continued the Program and has decided to make an additional cash contribution to the Trust to provide funds (the “Additional Trust”) to acquire necessary shares in the future.

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2. Summary of the Additional Trust

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(1) Type of Trust:	  	Money held in trust other than in the form of a monetary trust (third party beneficiary trust)
(2) Entrustor:	  	The Company
(3) Trustee:	  	Mizuho Trust & Banking Co., Ltd. (Re-trustee: Custody Bank of Japan, Ltd.)
(4) Beneficiaries:	  	Directors, executive officers as defined in the Companies Act, executive officers as defined in our internal regulations of the Company, as well as directors, executive officers as defined in the internal regulations of Mizuho Bank Co., Ltd., Mizuho Trust & Banking Co., Ltd. and Mizuho Securities Co., Ltd. who have satisfied the requirements for benefits set forth in the Rules of Distribution of Officer Shares.
(5) Date of Additional Trust:	  	July 14, 2025 (planned)

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3. Details regarding the acquisition of shares of the Company through the Additional Trust

(1) Type of shares to be acquired: Common stock of the Company

(2) Amount of the Additional Trust to acquire the shares: JPY 1,800,000,000 (planned)

(3) Maximum number of shares to be acquired: 450,000 shares

(4) Method of acquiring shares: From the stock market

(5) Period of acquiring shares: From July 14, 2025 to July 22, 2025 (planned)

FAQ

Why is Mizuho Financial Group (MFG) contributing ¥1.8 billion to its Board Benefit Trust?

The cash funds will allow the trust to buy up to 450,000 shares to meet future stock-compensation awards for directors and officers.

How many shares will the Additional Trust acquire and over what period?

The trustee plans to purchase a maximum of 450,000 common shares between 14 July 2025 and 22 July 2025.

Will this transaction affect Mizuho’s share count or EPS?

The buy adds a temporary 0.03 % float reduction; shares are later granted to executives, so long-term dilution is neutral and EPS impact negligible.

What type of trust structure is being used for the stock compensation programme?

A third-party beneficiary trust with Mizuho Trust & Banking as trustee (re-trusted to Custody Bank of Japan).

Is this announcement part of a larger share-buyback or capital-return plan?

No. The purchase is solely to stock the BBT for executive compensation and is not a broad shareholder capital-return initiative.