Mizuho Financial authorizes up to ¥200B buyback

Available on EDGAR 11/13/2026 - 08:35 AM EST Accepted by SEC EDGAR 11/13/2026 - 08:34 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Mizuho Financial Group, Inc. (MFG) said its board resolved to repurchase up to 35,000,000 common shares, equal to 1.4% of shares outstanding excluding treasury stock as of September 30, 2026, for up to ¥200,000,000,000. Purchases are scheduled from November 16, 2026, to February 28, 2027, through market purchases using a trust method. The company said the decision follows its policy of progressive per-share dividend increases and flexible, intermittent buybacks, using a total payout ratio of 50% or more as a guide and considering business results, capital adequacy, its stock price and growth-investment opportunities.

Filing Explained

The board also resolved to cancel all shares actually repurchased, with cancellation scheduled for March 23, 2027; because purchases are capped at 35 million rather than fixed, the number to be cancelled depends on how many are bought.

Key Figures

Maximum shares to be repurchased: 35,000,000 shares Share limit as a percentage of outstanding shares: 1.4% Maximum aggregate repurchase price: ¥200,000,000,000 +4 more

7 metrics

Maximum shares to be repurchased 35,000,000 shares Mizuho common stock; authorization approved November 13, 2026

Share limit as a percentage of outstanding shares 1.4% Shares outstanding excluding treasury stock as of September 30, 2026

Maximum aggregate repurchase price ¥200,000,000,000 Maximum amount authorized for the repurchase

Repurchase period November 16, 2026, to February 28, 2027 Scheduled period for market purchases using a trust method

Scheduled cancellation date March 23, 2027 All common shares repurchased under the authorization

Shares outstanding excluding treasury stock 2,414,586,287 shares As of September 30, 2026

Treasury stock 28,245,707 shares Held by Mizuho as of September 30, 2026

Key Terms

total payout ratio, treasury stock, trust method, Companies Act

4 terms

total payout ratio financial

"using the total payout ratio of 50% or more as a guide"

treasury stock financial

"Total shares outstanding (excluding treasury stock)"

Treasury stock is shares that a company has bought back from the public and kept in its own control rather than retiring them. Think of it like a company holding its own tickets in a drawer: those shares no longer vote or receive dividends while held, but the company can reissue or retire them later; this reduces the number of shares available to outside investors and can boost per‑share earnings and influence ownership and stock price.

trust method technical

"Market purchase utilizing trust method"

Companies Act regulatory

"pursuant to the provisions of Article 156, Paragraph 1 of the Companies Act"

Companies Act is the primary law that sets the rules for forming, running and winding up corporations, covering directors’ duties, shareholder rights, financial reporting, audits and insolvency. For investors it matters because those rules determine how transparent and accountable a company must be, what protections shareholders have, and how risks are managed—think of the Act as a rulebook and referee that helps ensure fair play and reliable information for investment decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares is MFG authorized to repurchase, and what is the spending limit?

Mizuho authorized repurchases of up to 35,000,000 common shares for an aggregate repurchase price of up to ¥200,000,000,000. The share limit is stated as 1.4% of shares outstanding excluding treasury stock as of September 30, 2026.

When will MFG repurchase and cancel its shares?

The repurchase period is scheduled to run from November 16, 2026, to February 28, 2027. All common shares repurchased under the authorization are scheduled for cancellation on March 23, 2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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 November 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: November 13, 2026 Mizuho Financial Group, Inc.
				By:		/s/ Makoto Samejima
				Name:		Makoto Samejima
				Title:		Senior Managing Corporate Executive / Group CFO

November 13, 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 Repurchase and Cancellation 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., and cancellation of repurchased common stock pursuant to Article 178 of the Companies Act)

Mizuho Financial Group, Inc. (“MHFG”) hereby announces that its Board of Directors resolved today to repurchase 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, and cancel the repurchased common stock pursuant to Article 178 of the Companies Act.

1. Reason for the Repurchase of Common Stock

MHFG maintains a capital policy pursuing the optimal balance between capital adequacy, growth investment and enhancement of shareholder returns. Based on this initiative, MHFG set forth its shareholder return policy of keeping progressive increase of dividends per share, while executing flexible and intermittent share buybacks. In accordance with this policy, MHFG has decided share buybacks, based on our business results, capital adequacy, our stock price and the opportunities for growth investment, using the total payout ratio of 50% or more as a guide.

2. Outline of Repurchase

(1) Stock to be repurchased		MHFG common stock
(2) Aggregate shares to be repurchased		Up to a maximum of 35,000,000 shares (1.4% of total shares outstanding excluding treasury stock as of September 30, 2026)
(3) Aggregate amount of repurchase price		Up to a maximum of ¥200,000,000,000
(4) Repurchase period		From November 16, 2026 to February 28, 2027
(5) Repurchase method		Market purchase utilizing trust method

3. Outline of Cancellation

(1) Type of stock to be cancelled:		MHFG common stock
(2) Number of shares to be cancelled:		All of the common stock repurchased as stated in item 2 above
(3) Scheduled cancellation date:		March 23, 2027

* The actual number of shares to be cancelled will be announced after completion of the repurchase as stated in item 2 above.

(Reference) Treasury Stock held by MHFG as of September 30, 2026

Total shares outstanding (excluding treasury stock)		2,414,586,287 shares
Treasury stock		28,245,707 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.