Mizuho (NYSE: MFG) boosts ¥300B share repurchase and delays cancellation to April 2026

Rhea-AI Filing Summary

Mizuho Financial Group, Inc. has expanded its ongoing share repurchase program and adjusted the cancellation schedule for the repurchased shares. The Board now authorizes buying back up to a maximum of 65,000,000 common shares, with a total repurchase price of up to ¥300,000,000,000.

The repurchase period is extended to run from November 17, 2025 to March 31, 2026, using market purchases via a trust method. All shares repurchased under this program are scheduled to be cancelled, with the planned cancellation date moved from March 23, 2026 to April 22, 2026. As of December 31, 2025, Mizuho had 2,470,172,294 shares outstanding (excluding treasury stock) and held 19,676,300 treasury shares.

Positive

• Expanded share repurchase: Maximum common share buyback increased from 60,000,000 to 65,000,000 shares, and the aggregate repurchase cap raised from ¥200,000,000,000 to ¥300,000,000,000, reinforcing the stated shareholder return policy.
• : All common stock acquired under the program is scheduled for cancellation on April 22, 2026, directly reducing the share count once completed.

Negative

• None.

Insights

Equity capital markets analyst

Mizuho increases its share buyback to ¥300B and extends the program.

Mizuho Financial Group raised its authorized common share repurchase from 60,000,000 to 65,000,000 shares, lifting the maximum total repurchase amount from ¥200,000,000,000 to ¥300,000,000,000. The repurchase window now runs through March 31, 2026, using market purchases via a trust.

The company reiterates a capital policy balancing capital adequacy, growth investment and shareholder returns, guided by a total payout ratio of 50% or more. All shares bought under this program are to be cancelled, with the cancellation date moved to April 22, 2026, which directly reduces the share count once executed.

As of December 31, 2025, there were 2,470,172,294 shares outstanding (excluding treasury stock) and 19,676,300 treasury shares. The actual impact on per-share metrics will depend on how much of the authorized buyback is executed within the extended period.

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 ☐

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: February 2, 2026 Mizuho Financial Group, Inc.
				By:		/s/ Takefumi Yonezawa
				Name:		Takefumi Yonezawa
				Title:		Senior Managing Corporate Executive / Group CFO

February 2, 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 Partial Amendment to “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”) resolved at the meeting of its Board of Directors held on November 14, 2025 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 to cancel the repurchased common stock pursuant to Article 178 of the Companies Act. Today, MHFG hereby announces that its Board of Directors resolved today to expand its share repurchase program, extend the repurchase period, and change the planned cancellation date of the repurchased shares.

1. Reason for the Amendment

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, we 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 Amendment to Repurchase

Revisions are underlined.

		Before Amendment (Board of Directors resolution on November 14, 2025)		After Amendment (Board of Directors resolution on February 2, 2026)
(1) Stock to be repurchased		MHFG common stock		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)		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 ¥200,000,000,000		Up to a maximum of ¥300,000,000,000 (100 billion yen added)
(4) Repurchase period		From November 17, 2025 to February 28, 2026		From November 17, 2025 to March 31, 2026
(5) Repurchase method		Market purchase utilizing trust method		Market purchase utilizing trust method

3. Outline of Cancellation

Revisions are underlined.

		Before Amendment (Board of Directors resolution on November 14, 2025)		After Amendment (Board of Directors resolution on February 2, 2026)
(1) Type of stock to be cancelled		MHFG common stock		MHFG common stock
(2) Number of shares to be cancelled		All of the common stock repurchased as stated in item 2 above		All of the common stock repurchased as stated in item 2 above
(3) Scheduled cancellation date		March 23, 2026		April 22, 2026

* 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 December 31, 2025

Total shares outstanding (excluding treasury stock)		2,470,172,294 shares
Treasury stock		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 did Mizuho Financial Group (MFG) change in its share repurchase program?

Mizuho Financial Group expanded its ongoing buyback, raising the maximum repurchase from 60,000,000 to 65,000,000 common shares and increasing the total repurchase cap from ¥200,000,000,000 to ¥300,000,000,000, while also extending the repurchase period to March 31, 2026.

How large is Mizuho Financial Group’s updated share buyback authorization?

The updated authorization permits repurchasing up to a maximum of 65,000,000 Mizuho common shares for a total repurchase price of up to ¥300,000,000,000. This represents an increase of 5,000,000 shares and ¥100,000,000,000 compared with the prior Board resolution.

What is the revised timetable for Mizuho Financial Group’s share repurchase and cancellation?

The repurchase period now runs from November 17, 2025 to March 31, 2026, using market purchases via a trust method. All shares repurchased under this program are scheduled to be cancelled, with the planned cancellation date moved from March 23, 2026 to April 22, 2026.

What is Mizuho Financial Group’s stated shareholder return policy in this filing?

Mizuho states it pursues an optimal balance between capital adequacy, growth investment and shareholder returns. Its shareholder return policy emphasizes progressively increasing dividends per share and executing flexible, intermittent share buybacks, using a total payout ratio of 50% or more as a guide for decisions.

How many Mizuho Financial Group shares were outstanding and in treasury at December 31, 2025?

As of December 31, 2025, Mizuho Financial Group reported 2,470,172,294 total shares outstanding, excluding treasury stock. On the same date, it held 19,676,300 shares as treasury stock, providing context for the scale of the authorized buyback and planned cancellations.

How will Mizuho Financial Group execute the expanded share repurchase?

The company plans to conduct the buyback as market purchases utilizing a trust method, within the authorized period from November 17, 2025 to March 31, 2026. This structure allows repurchases to be carried out in the market over time, within the specified share and yen caps.