Mizuho (NYSE: MFG) to fund ¥2.9B board benefit share trust

Rhea-AI Filing Summary

FAQ

Q: How much is Mizuho contributing to the Board Benefit Trust under this update?

Q: How many Mizuho shares may be bought for the Board Benefit Trust?

Q: When will Mizuho’s Board Benefit Trust acquire the additional shares?

Key Figures

Key Terms

What did Mizuho Financial Group (MFG) announce in this Form 6-K?

How much is Mizuho contributing to the Board Benefit Trust under this update?

How many Mizuho shares may be bought for the Board Benefit Trust?

When will Mizuho’s Board Benefit Trust acquire the additional shares?

Who are the beneficiaries of Mizuho’s Board Benefit Trust stock program?

What type of trust structure is used for Mizuho’s Board Benefit Trust?

Mizuho plans to contribute JPY 2.9 billion as an Additional Trust. This cash will fund market purchases of the company’s common stock, supporting the existing performance-based stock compensation program for directors and officers across Mizuho and key group companies.

The Additional Trust allows the purchase of up to 350,000 Mizuho common shares . These shares will be acquired from the stock market within a set period, then used to deliver stock-based compensation to eligible directors and officers under the program’s rules.

The shares are planned to be acquired from July 14, 2026 to July 22, 2026 . This purchase window follows the Compensation Committee’s resolution and aligns with the planned date of the Additional Trust funding on July 14, 2026.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Mizuho Financial Group, Inc. will make an additional cash contribution to its Board Benefit Trust stock compensation program for directors and officers. The company plans to provide JPY 2.9 billion to the trust so the trustee can purchase up to 350,000 Mizuho shares on the market.

The trust will acquire common stock of Mizuho on the stock market between July 14, 2026 and July 22, 2026, based on the resolution of the Compensation Committee. Beneficiaries include directors and executive officers of Mizuho and key group subsidiaries who meet eligibility rules.

Additional Trust amount: JPY 2,900,000,000 Maximum shares to be acquired: 350,000 shares Share acquisition period start: July 14, 2026 +2 more

5 metrics

Additional Trust amount JPY 2,900,000,000 Planned cash contribution to Board Benefit Trust

Maximum shares to be acquired 350,000 shares Ceiling on Mizuho common stock purchases for the trust

Share acquisition period start July 14, 2026 Planned beginning of market purchases

Share acquisition period end July 22, 2026 Planned end of market purchases

Date of Additional Trust July 14, 2026 Planned date to establish Additional Trust funding

Board Benefit Trust (BBT), stock compensation program, third party beneficiary trust, Additional Trust, +1 more

5 terms

Board Benefit Trust (BBT) financial

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

stock compensation program financial

"with respect to the stock compensation program for directors and executive officers (the “Program”)"

third party beneficiary trust financial

"Money held in trust other than in the form of a monetary trust (third party beneficiary trust)"

Additional Trust financial

"to provide funds (the “Additional Trust”) to acquire necessary shares in the future"

Rules of Distribution of Officer Shares financial

"requirements for benefits set forth in the Rules of Distribution of Officer Shares"

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 07/01/2026 - 06:07 AM Accepted by SEC EDGAR 07/01/2026 - 06:06 AM

Mizuho Financial Group announced an additional cash contribution to its Board Benefit Trust stock compensation program. The funds will be used by a trustee to buy Mizuho common shares on the market for eligible directors and officers under existing program rules.

Mizuho plans to contribute JPY 2.9 billion as an Additional Trust. This cash will fund market purchases of the company’s common stock, supporting the existing performance-based stock compensation program for directors and officers across Mizuho and key group companies.

The Additional Trust allows the purchase of up to 350,000 Mizuho common shares. These shares will be acquired from the stock market within a set period, then used to deliver stock-based compensation to eligible directors and officers under the program’s rules.

The shares are planned to be acquired from July 14, 2026 to July 22, 2026. This purchase window follows the Compensation Committee’s resolution and aligns with the planned date of the Additional Trust funding on July 14, 2026.

Beneficiaries include directors and executive officers of Mizuho Financial Group and certain subsidiaries. They must satisfy requirements in the Rules of Distribution of Officer Shares to receive stock compensation funded by the trust’s purchased Mizuho common stock.

Date: July 1, 2026

Mizuho Financial Group, Inc.

/s/ Makoto Samejima

Makoto Samejima

Senior Managing Corporate Executive / Group CFO

The program uses money held in trust other than in the form of a monetary trust, structured as a third party beneficiary trust. Mizuho is the entrustor, with Mizuho Trust & Banking as trustee and Custody Bank of Japan as re-trustee for administering the shares.

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 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.

July 1, 2026

To whom it may concern:


		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 & 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 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 13, 2018.

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.

2.	Summary of the Additional Trust


(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, 2026 (planned)

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 2,900,000,000 (planned)

(3) Maximum number of shares to be acquired: 350,000 shares

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

(5) Period of acquiring shares: From July 14, 2026 to July 22, 2026 (planned)

Source: View Original Filing on SEC EDGAR