Mizuho Financial Group (NYSE: MFG) drops Orient Corp risk proposal before 24th AGM

Rhea-AI Filing Summary

Mizuho Financial Group, Inc. reports that the shareholders who had submitted a proposal for its 24th Ordinary General Meeting of Shareholders have now withdrawn that proposal. The withdrawn item sought a partial amendment to the Articles of Incorporation concerning risks associated with the consolidation of Orient Corporation.

The proposing shareholders decided to withdraw after a timely disclosure by Orient Corporation on May 15, 2026 confirmed that Mizuho Bank’s shareholding ratio in Orient had decreased, which they viewed as a significant change in the basis for their proposal. Mizuho’s Board of Directors has resolved to consent to this withdrawal and to partially amend the matters to be resolved at the meeting scheduled for June 26, 2026.

The company notes that the convocation notice for the meeting and related voting materials, dated May 28, 2026, were prepared before the withdrawal and therefore still include the original shareholder proposal. Mizuho requests that shareholders exercise their voting rights on Proposal 1, the appointment of fourteen directors, as proposed by the company.

Key Figures

Meeting sequence: 24th Ordinary General Meeting Meeting date: June 26, 2026 Directors to appoint: 14 directors +3 more

6 metrics

Meeting sequence 24th Ordinary General Meeting General Meeting of Shareholders scheduled

Meeting date June 26, 2026 Date of 24th Ordinary General Meeting of Shareholders

Directors to appoint 14 directors Proposal 1: Appointment of fourteen directors

Orient disclosure date May 15, 2026 Timely disclosure by Orient Corporation

Withdrawal document date May 27, 2026 Date of shareholders’ withdrawal document

Convocation notice date May 28, 2026 Convocation notice does not reflect withdrawal

Key Terms

shareholder proposal, Articles of Incorporation, timely disclosure, convocation notice, +1 more

5 terms

shareholder proposal financial

"it had received a shareholder proposal (the “Shareholder Proposal”) regarding the agenda"

A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.

Articles of Incorporation financial

"Partial amendment to the Articles of Incorporation (Risks associated with the consolidation"

A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.

timely disclosure financial

"In a timely disclosure issued by Orient Corporation (“Orico”) on May 15, 2026"

convocation notice financial

"we posted the convocation notice for the General Meeting of Shareholders, dated May 28, 2026"

exercise of voting rights financial

"the materials for the exercise of voting rights to be sent to our shareholders"

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

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 May 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:		May 28, 2026
Mizuho Financial Group, Inc.
By:		/s/ Makoto Samejima
Name:		Makoto Samejima
Title:		Senior Managing Corporate Executive / Group CFO

May 28, 2026

Company:		Mizuho Financial Group, Inc.
Representative:		Masahiro Kihara, President & Group CEO
Head Office:		1-5-5 Otemachi, Chiyoda-ku, Tokyo
Stock code:		8411
		(Tokyo Stock Exchange Prime Market)

Receipt of Document Regarding Withdrawal of Shareholder Proposal

and Matters to Be Submitted to the 24^th Ordinary General Meeting of Shareholders

Mizuho Financial Group, Inc. (President & Group CEO: Masahiro Kihara) announced in its press release dated May 15, 2026, entitled “Opinion of Mizuho’s Board of Directors on Shareholder Proposal,” that it had received a shareholder proposal (the “Shareholder Proposal”) regarding the agenda of its 24^th Ordinary General Meeting of Shareholders scheduled to be held on June 26, 2026 (the “General Meeting of Shareholders”), and also announced in the press release the opinion of its Board of Directors on the Shareholder Proposal. However, Mizuho has subsequently received from the proposing shareholders a document dated May 27, 2026 (the “Document”) to the effect that they are withdrawing the Shareholder Proposal. Mizuho hereby announces that, at its Board of Directors meeting held today, it has resolved to consent to the withdrawal of the Shareholder Proposal and to partially amend the matters to be resolved at the General Meeting of Shareholders.

1.  Proposing Shareholders

Joint proposal by two shareholders

2.  Agenda Item Related to the Withdrawn Shareholder Proposal

Partial amendment to the Articles of Incorporation (Risks associated with the consolidation of Orient Corporation)

3.  Reason for Withdrawal

(The text was reproduced exactly as it appears in the Document.)

In a timely disclosure issued by Orient Corporation (“Orico”) on May 15, 2026, we have confirmed that the shareholding ratio by Mizuho Bank, Ltd. in Orico has decreased.

In light of this, we have determined that there has been a significant change in the basis for the shareholder proposal, and we therefore wish to withdraw the shareholder proposal.

Please note that while we posted the convocation notice for the General Meeting of Shareholders, dated May 28, 2026, on our website and the TSE website, due to various procedural requirements, the convocation notice does not reflect the above-mentioned withdrawal of the Shareholder Proposal and our consent thereto (*1)(*2).

(*1) Specifically, the proposal titled “Proposal 2: Partial amendment to the Articles of Incorporation (Risks associated with the consolidation of Orient Corporation)” has been withdrawn.

(*2) Similarly, the convocation notice for the General Meeting of Shareholders and the materials for the exercise of voting rights to be sent to our shareholders do not reflect the above-mentioned withdrawal of the Shareholder Proposal and our consent thereto.

Additionally, we respectfully request that you exercise your voting rights on Proposal 1: Appointment of fourteen (14) directors, as proposed by us.

FAQ

What change did Mizuho Financial Group (MFG) announce regarding its shareholder proposal?

Mizuho announced that the shareholders who had submitted a proposal for the 24th Ordinary General Meeting have withdrawn it. The Board consented to this withdrawal and will partially amend the matters to be resolved at the June 26, 2026 meeting.

Which agenda item was withdrawn before Mizuho Financial Group’s 24th Ordinary General Meeting?

The withdrawn agenda item was a proposal for a partial amendment to the Articles of Incorporation concerning risks associated with the consolidation of Orient Corporation. This shareholder proposal will no longer be considered at the 24th Ordinary General Meeting of Shareholders.

Why did the proposing shareholders withdraw their Orient Corporation-related proposal at Mizuho (MFG)?

The proposing shareholders cited a timely disclosure by Orient Corporation on May 15, 2026, confirming Mizuho Bank’s shareholding ratio in Orient had decreased. They viewed this as a significant change in the basis for their proposal and therefore chose to withdraw it.

Does Mizuho’s meeting convocation notice reflect the withdrawal of the shareholder proposal?

No. Mizuho explains that the convocation notice dated May 28, 2026 and the voting materials were prepared before the withdrawal. As a result, they still show the now-withdrawn proposal despite the Board’s consent to its removal.

What is the main item Mizuho Financial Group asks shareholders to vote on now?

Mizuho specifically requests that shareholders exercise their voting rights on Proposal 1, the appointment of fourteen directors. This proposal is part of the company’s original agenda for the 24th Ordinary General Meeting of Shareholders on June 26, 2026.

When will Mizuho’s 24th Ordinary General Meeting of Shareholders take place?

The 24th Ordinary General Meeting of Shareholders is scheduled for June 26, 2026. The meeting will address the revised agenda following the Board’s consent to withdraw the shareholder proposal related to Orient Corporation and focus on remaining items like director appointments.