Mizuho Financial Group (NYSE: MFG) lifts buyback to 35M shares and ¥200B cap

Rhea-AI Filing Summary

Mizuho Financial Group, Inc. approved amendments to its common share repurchase and cancellation plan. The Board of Directors on July 30, 2026 expanded the buyback authorization to up to a maximum of 35,000,000 common shares, equal to 1.4% of total shares outstanding excluding treasury stock as of June 30, 2026, and increased the aggregate repurchase price cap to ¥200,000,000,000.

The repurchase period now runs from May 18, 2026 through September 30, 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 September 24, 2026 to October 23, 2026. As of June 30, 2026, total shares outstanding excluding treasury stock were 2,433,537,063 and treasury stock was 9,294,931 shares. The changes are framed within a capital policy targeting a total payout ratio of 50% or more and combining progressive dividends with flexible, intermittent share buybacks.

Filing Explained

Beyond the amended buyback terms, this interim report states that it is incorporated by reference into Mizuho’s Form F-3 prospectus, so the disclosure forms part of that prospectus unless later superseded.

Key Figures

Maximum shares to be repurchased: 35,000,000 shares Maximum repurchase amount: ¥200,000,000,000 Prior maximum shares authorization: 25,000,000 shares +5 more

8 metrics

Maximum shares to be repurchased 35,000,000 shares Up to a maximum of 35,000,000 shares, 1.4% of total shares outstanding excluding treasury stock as of June 30, 2026

Maximum repurchase amount ¥200,000,000,000 Aggregate amount of repurchase price under amended authorization

Prior maximum shares authorization 25,000,000 shares Original cap before amendment, 1.0% of total shares outstanding excluding treasury stock as of March 31, 2026

Prior maximum repurchase amount ¥100,000,000,000 Original aggregate repurchase cap before being raised to ¥200,000,000,000

Repurchase period end date September 30, 2026 Repurchase period from May 18, 2026 to September 30, 2026

Scheduled cancellation date October 23, 2026 Planned cancellation date for all shares repurchased under this program

Shares outstanding excluding treasury 2,433,537,063 shares Total shares outstanding excluding treasury stock as of June 30, 2026

Treasury stock balance 9,294,931 shares Treasury stock held by Mizuho Financial Group as of June 30, 2026

Key Terms

total payout ratio, treasury stock, market purchase utilizing trust method, Companies Act, +1 more

5 terms

total payout ratio financial

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

treasury stock financial

"1.4% of total shares outstanding excluding treasury stock as of June 30, 2026"

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.

market purchase utilizing trust method financial

"Repurchase method 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.

forward-looking statements regulatory

"This immediate release contains statements that constitute forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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FAQ

What changes did Mizuho Financial Group (MFG) make to its share repurchase program?

Mizuho Financial Group expanded its buyback to 35,000,000 shares and raised the total repurchase cap to ¥200,000,000,000. The Board approved these amendments on July 30, 2026, also extending the repurchase period and adjusting the planned cancellation date.

How large is the amended Mizuho (MFG) buyback relative to shares outstanding?

The amended authorization covers up to 35,000,000 shares, described as 1.4% of total shares outstanding excluding treasury stock as of June 30, 2026. That context figure shows the program’s scale against the company’s equity base without conflating it with total shares outstanding.

What is the new time frame for Mizuho Financial Group’s (MFG) share repurchase?

The repurchase period runs from May 18, 2026 to September 30, 2026. This extends the prior end date of August 31, 2026, allowing more time for market purchases via a trust method under the authorized share and yen limits.

When will Mizuho Financial Group (MFG) cancel repurchased shares under this program?

All common stock repurchased under this authorization is planned to be cancelled on October 23, 2026. This new date replaces an earlier scheduled cancellation date of September 24, 2026, while the commitment to cancel all repurchased shares remains unchanged.

What capital and shareholder return policy supports Mizuho’s (MFG) buyback decision?

Mizuho states a capital policy balancing capital adequacy, growth investment and shareholder returns. It targets a total payout ratio of 50% or more, combining progressive dividend increases per share with flexible, intermittent share buybacks based on business results, capital levels and investment opportunities.

How many shares and how much treasury stock did Mizuho (MFG) have as of June 30, 2026?

As of June 30, 2026, Mizuho reports 2,433,537,063 shares outstanding excluding treasury stock and 9,294,931 shares of treasury stock. These figures provide context for understanding the relative size of the authorized 35,000,000-share repurchase program.

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.

				Date: July 30, 2026 Mizuho Financial Group, Inc.
				By:		/s/ Makoto Samejima
				Name:		Makoto Samejima
				Title:		Senior Managing Corporate Executive / Group CFO

July 30, 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 May 15, 2026 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 May 15, 2026)		After Amendment (Board of Directors resolution on July 30, 2026)
(1) Stock to be repurchased		MHFG common stock		MHFG common stock
(2) Aggregate shares to be repurchased		Up to a maximum of 25,000,000 shares (1.0% of total shares outstanding excluding treasury stock as of March 31, 2026)		Up to a maximum of 35,000,000 shares (1.4% of total shares outstanding excluding treasury stock as of June 30, 2026)
(3) Aggregate amount of repurchase price		Up to a maximum of ¥100,000,000,000		Up to a maximum of ¥200,000,000,000 (100 billion yen added)
(4) Repurchase period		From May 18, 2026 to August 31, 2026		From May 18, 2026 to September 30, 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 May 15, 2026)		After Amendment (Board of Directors resolution on July 30, 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		September 24, 2026		October 23, 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 June 30, 2026

Total shares outstanding (excluding treasury stock)		2,433,537,063 shares
Treasury stock		9,294,931 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.