Mizuho Financial (NYSE: MFG) details 60,000,000-share, 2.4% buyback plan

Rhea-AI Filing Summary

Mizuho Financial Group, Inc. reports progress on its ongoing share repurchase program authorized under the Companies Act of Japan. Between November 17 and November 30, 2025, the company repurchased 5,894,100 shares of its common stock for a total of ¥31,030,305,500 through market purchases utilizing a trust method.

The program allows Mizuho to repurchase up to 60,000,000 shares, equal to 2.4% of total shares outstanding excluding treasury stock as of September 30, 2025, for up to ¥200,000,000,000, during the period from November 17, 2025 to February 28, 2026. This update shows early execution against that authorization and reflects a continued focus on shareholder returns through stock buybacks.

Insights

Equity Capital Management Analyst

Mizuho is executing an approved buyback, retiring 5.9M shares within a larger 60M-share program.

Mizuho Financial Group is actively using its authorized share repurchase framework. It has bought back 5,894,100 common shares for ¥31,030,305,500 via market purchases using a trust structure, within the window from November 17–30, 2025. This sits inside a broader authorization covering up to 60,000,000 shares, or 2.4% of total shares outstanding excluding treasury stock as of September 30, 2025, with a maximum spend of ¥200,000,000,000.

Buybacks reduce the share count and can lift per-share metrics when earnings are stable, but the real effect depends on how extensively Mizuho uses the remaining capacity through February 28, 2026. Investors can track future disclosures to see whether the company approaches the 60,000,000-share and ¥200,000,000,000 ceilings or maintains a more moderate pace.

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

December 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 of Repurchase of Our 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.)

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.

(1) Stock repurchased		MHFG common stock
(2) Aggregate shares repurchased		5,894,100 shares
(3) Aggregate repurchase price		¥31,030,305,500
(4) Repurchase period		November 17, 2025 to November 30, 2025 (trade date basis)
(5) Repurchase method		Market purchase utilizing trust method

(Reference)

1. Outline of the resolution of the meeting of the Board of Directors regarding the repurchase of common stock (November 14, 2025)

(1) Stock to be repurchased		MHFG common stock
(2) Aggregate shares to be repurchased		Up to a maximum of 60,000,000 shares
		(2.4% of total shares outstanding excluding treasury stock as of September 30, 2025)
(3) Aggregate amount of repurchase price		Up to a maximum of ¥200,000,000,000
(4) Repurchase period		From November 17, 2025 to February 28, 2026
(5) Repurchase method		Market purchase utilizing trust method

2. Aggregate number of shares and amount repurchased pursuant to the above resolution as of November 30, 2025

Aggregate number of shares repurchased		5,894,100 shares
Aggregate amount repurchased:		¥31,030,305,500

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.

FAQ

How many Mizuho Financial Group (MFG) shares have been repurchased so far?

Between November 17 and November 30, 2025, Mizuho Financial Group repurchased 5,894,100 shares of its common stock for a total of ¥31,030,305,500.

What is the total size of Mizuho Financial Groups current share repurchase program?

The program authorizes repurchases of up to 60,000,000 shares of Mizuho Financial Group common stock, equal to 2.4% of total shares outstanding excluding treasury stock as of September 30, 2025.

What is the maximum amount Mizuho Financial Group (MFG) can spend on this buyback?

Mizuho Financial Group may spend up to ¥200,000,000,000 in aggregate repurchase price under the current common stock buyback authorization.

Over what period will Mizuho Financial Groups share repurchase take place?

The authorized repurchase period runs from November 17, 2025 to February 28, 2026, using market purchases under a trust method.

What method is Mizuho Financial Group using to repurchase its common stock?

Mizuho Financial Group is conducting the buyback through market purchase utilizing the trust method, as specified in the notice.

How does the 2.4% figure in Mizuho Financial Groups buyback plan relate to its share base?

The 60,000,000-share repurchase cap represents 2.4% of Mizuho Financial Groups total shares outstanding excluding treasury stock as of September 30, 2025.