Mizuho (MFG) finishes ¥299,999,885,700 buyback, to cancel 47,016,600 shares

Rhea-AI Filing Summary

Mizuho Financial Group, Inc. reports completion of a share repurchase program and the planned cancellation of the repurchased shares. In the latest phase, the company bought back 7,885,800 common shares between March 1 and March 11, 2026 for a total of ¥50,935,886,300 through market purchases using a trust method.

Under Board resolutions from November 14, 2025 and February 2, 2026, the aggregate repurchase reached 47,016,600 shares for ¥299,999,885,700, within an authorized maximum of 65,000,000 shares and ¥300,000,000,000. All 47,016,600 repurchased shares, equal to 1.9% of outstanding shares before cancellation, are scheduled to be cancelled on April 22, 2026, permanently reducing the share count.

Insights

Banking equity analyst

Mizuho completes a near-full ¥300B buyback and will cancel all repurchased shares.

Mizuho Financial Group executed a substantial repurchase of 47,016,600 common shares for ¥299,999,885,700, essentially using the full Board authorization of up to 65,000,000 shares and ¥300,000,000,000. The March 2026 tranche accounted for 7,885,800 shares and ¥50,935,886,300.

The company plans to cancel all 47,016,600 repurchased shares on April 22, 2026, equivalent to 1.9% of outstanding shares before cancellation. This reduces the share count and can increase per-share metrics, with actual effects depending on future earnings and capital requirements.

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 March 2026

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NO. 333-282497) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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:		March 12, 2026
Mizuho Financial Group, Inc.
By:		/s/ Takefumi Yonezawa
Name:		Takefumi Yonezawa
Title:		Senior Managing Corporate Executive / Group CFO

March 12, 2026

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 November 14, 2025 and February 2, 2026 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		7,885,800 shares
(3)   Aggregate repurchase price		¥50,935,886,300
(4)   Repurchase period		March 1, 2026 to March 11, 2026 (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		47,016,600 shares
		(1.9% of total number of outstanding shares before cancellation)

(3)   Scheduled cancellation date		April 22, 2026
(Reference)
1.  Outline of the resolution of the meeting of the Board of Directors regarding the repurchase of common stock (November 14, 2025 and February 2, 2026)
(1)   Stock to be repurchased		MHFG common stock
(2)   Aggregate shares to be repurchased		Up to a maximum of 65,000,000 shares
		(2.6% of total shares outstanding excluding treasury stock as of December 31, 2025)
(3)   Aggregate amount of repurchase price		Up to a maximum of ¥300,000,000,000
(4)   Repurchase period		From November 17, 2025 to March 31, 2026
(5)   Repurchase method		Market purchase utilizing trust method
2.  Aggregate number of shares and amount repurchased pursuant to the above resolution as of March 11, 2026
Aggregate number of shares repurchased		47,016,600 shares
Aggregate amount repurchased		¥299,999,885,700
3.  Outline of the resolution of the meeting of the Board of Directors regarding the cancellation of common stock (November 14, 2025 and February 2, 2026)
(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		April 22, 2026
4.  Treasury stock held by MHFG as of December 31, 2025
Totalshares outstanding (excluding treasury stock)				2,470,172,294 shares
Treasurystock				19,676,300 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.

FAQ

What share repurchase did Mizuho Financial Group (MFG) complete?

Mizuho Financial Group completed a repurchase of 47,016,600 common shares for ¥299,999,885,700. This repurchase followed Board resolutions from November 14, 2025 and February 2, 2026, and used market purchases through a trust within a broader authorization limit.

How many Mizuho (MFG) shares were bought in March 2026 and at what cost?

From March 1 to March 11, 2026, Mizuho repurchased 7,885,800 common shares for ¥50,935,886,300. These market purchases via a trust formed part of a larger buyback program approved by the Board of Directors in late 2025 and early 2026.

What percentage of Mizuho (MFG) shares will be cancelled and when?

Mizuho plans to cancel 47,016,600 repurchased shares, equal to 1.9% of its total outstanding shares before cancellation. The scheduled cancellation date is April 22, 2026, following prior Board resolutions authorizing both the repurchase and subsequent cancellation.

What were the maximum limits for Mizuho’s authorized share repurchase program?

The Board authorized repurchasing up to a maximum of 65,000,000 common shares and up to a maximum total repurchase price of ¥300,000,000,000. The authority covered the period from November 17, 2025 to March 31, 2026, using market purchases via a trust method.

How does the buyback relate to Mizuho (MFG) treasury stock and shares outstanding?

As of December 31, 2025, Mizuho reported 2,470,172,294 total shares outstanding excluding treasury stock and 19,676,300 treasury shares. The 47,016,600 shares repurchased and scheduled for cancellation will reduce the total outstanding share count from that baseline level.

What legal provisions govern Mizuho’s share repurchase and cancellation actions?

The repurchase is conducted under Article 156, Paragraph 1 and Article 459, Paragraph 1 of the Companies Act of Japan and Article 47 of Mizuho’s Articles of Incorporation. The cancellation of repurchased common stock is carried out pursuant to Article 178 of the Companies Act.