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 February 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 ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b): 82- .
The information and exhibits set forth in this 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No. 333-282497) and to be a part of such prospectus from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
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| Exhibit |
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Description |
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| 5.1 |
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Opinion of Nagashima Ohno & Tsunematsu |
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| 5.2 |
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Opinion of Simpson Thacher & Bartlett LLP |
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| 23.1 |
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Consent of Nagashima Ohno & Tsunematsu (included in exhibit 5.1) |
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| 23.2 |
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Consent of Simpson Thacher & Bartlett LLP (included in exhibit 5.2) |
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: |
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February 12, 2026 |
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| Mizuho Financial Group, Inc. |
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| By: |
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/s/ Kenya Koshimizu |
| Name: |
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Kenya Koshimizu |
| Title: |
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Senior Managing Executive Officer / Co-Head of Global Markets Company |
