[6-K] MIZUHO FINANCIAL GROUP INC Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Mizuho Financial Group, Inc. announced a board-approved share repurchase and subsequent cancellation of the repurchased shares. The buyback authorizes up to 60,000,000 shares (2.4% of total shares outstanding excluding treasury stock as of September 30, 2025) for an aggregate amount of up to ¥200,000,000,000, to be conducted from November 17, 2025 to February 28, 2026 via market purchases utilizing a trust method.

All shares repurchased under this program are scheduled to be cancelled on March 23, 2026. The company reiterated its capital policy of balancing capital adequacy, growth investment, and shareholder returns, targeting a total payout ratio of 50% or more as a guide. As of September 30, 2025, shares outstanding excluding treasury stock were 2,485,508,964, and treasury stock totaled 4,339,630.

Insights

Bank capital & shareholder returns analyst

Buyback up to 2.4% with planned cancellation by Mar 2026.

Mizuho Financial Group authorized a share repurchase of up to 60,000,000 shares for up to ¥200,000,000,000 between Nov 17, 2025 and Feb 28, 2026, using a trust method. The company states all repurchased shares will be cancelled on Mar 23, 2026, aligning buybacks with its total payout ratio guideline of 50% or more.

The action returns capital to shareholders and reduces share count upon cancellation, subject to execution within the stated cap and window. Scale is framed as 2.4% of shares outstanding (excluding treasury) as of Sep 30, 2025, indicating a modest but clear capital return.

Key items are the ¥200B ceiling, the completion window through Feb 28, 2026, and the planned cancellation on Mar 23, 2026. Actual impact depends on the volume repurchased within the limits.

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 2025

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 14, 2025 Mizuho Financial Group, Inc.
				By:		/s/ Takefumi Yonezawa
				Name:		Takefumi Yonezawa
				Title:		Senior Managing Corporate Executive / Group CFO

November 14, 2025

		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, 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 Repurchase

(1) Stock to be repurchased		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)
(3) Aggregate amount of repurchase price		Up to a maximum of ¥200,000,000,000
(4) Repurchase period		From November 17, 2025 to February 28, 2026
(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, 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 September 30, 2025

Total shares outstanding (excluding treasury stock)		2,485,508,964 shares
Treasury stock		4,339,630 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 buyback did MFG announce on this 6-K?

A repurchase of up to 60,000,000 shares for an aggregate amount of up to ¥200,000,000,000.

What are the dates for MFG's share repurchase program?

From November 17, 2025 to February 28, 2026.

How will MFG execute the buyback?

Through market purchases utilizing a trust method.

Will the repurchased shares be cancelled?

Yes. All repurchased shares are scheduled to be cancelled on March 23, 2026.

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

Up to 2.4% of total shares outstanding excluding treasury stock as of September 30, 2025.

What is MFG's stated shareholder return policy?

Maintain progressive dividend increases and execute flexible, intermittent buybacks, using a total payout ratio of 50% or more as a guide.

What were MFG's shares outstanding and treasury stock as of Sep 30, 2025?

Shares outstanding (ex‑treasury): 2,485,508,964; Treasury stock: 4,339,630.