Mizuho (MFG) CEO Masahiro Kihara discloses common stock and phantom unit holdings

Rhea-AI Filing Summary

Mizuho Financial Group President and CEO Masahiro Kihara filed an initial ownership report showing his current equity-related interests in the company. He directly holds 31,949 shares of Common Stock. He also holds several grants of phantom stock units tied to Common Stock, including fully vested retirement-linked units and multiple unvested awards that vest in three equal annual installments beginning on July 1, 2024, July 1, 2025, and July 1, 2026. These phantom units each represent a contingent right to receive one share of Common Stock, settled in cash or stock at the issuer’s election.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kihara Masahiro

(Last) (First) (Middle)

C/O MIZUHO FINANCIAL GROUP, INC.

1-5-5 OTEMACHI, CHIYODA-KU

(Street)

TOKYO JAPAN 100-8176

(City) (State) (Zip)

JAPAN

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
MIZUHO FINANCIAL GROUP INC [ MFG ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	31,949	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units - Retirement	(1)	(1)	Common Stock	43,094	(2)	D
Phantom Stock Units	(3)	(3)	Common Stock	17,785	(2)	D
Phantom Stock Units	(4)	(4)	Common Stock	14,534	(2)	D
Phantom Stock Units	(5)	(5)	Common Stock	7,279	(2)	D

Explanation of Responses:

1. These phantom stock units are fully vested and settle upon the Reporting Person's retirement from the Company.

2. Each phantom stock unit represents a contingent right to receive one share of Issuer Common Stock, which will be settled in cash or common stock upon settlement at the Issuer's election.

3. These phantom stock units vest in three equal annual installments beginning on July 1, 2026.

4. Represents the unvested portion of a grant of phantom stock units which vest in three equal annual installments beginning on July 1, 2025.

5. Represents the unvested portion of a grant of phantom stock units which vest in three equal annual installments beginning on July 1, 2024.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney.

	/s/ Yuki Nishii, as Attorney-In-Fact	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Masahiro Kihara report owning in MIZUHO FINANCIAL GROUP INC (MFG) on this Form 3?

Masahiro Kihara reports 31,949 shares of Common Stock held directly, plus several grants of phantom stock units linked to Common Stock. These phantom units provide contingent rights to shares, settling in cash or stock at the issuer’s election upon the specified vesting or retirement conditions.

How do the phantom stock units reported by MFG’s CEO Masahiro Kihara work?

Each phantom stock unit represents a contingent right to receive one share of Mizuho Common Stock. Upon settlement, the company may deliver cash or common stock. This structure links the CEO’s compensation to the company’s share performance without immediate issuance of actual shares.

When do Masahiro Kihara’s phantom stock units in MFG vest according to this filing?

The filing shows phantom stock units that vest in three equal annual installments beginning on July 1, 2024, July 1, 2025, and July 1, 2026. One tranche is fully vested and settles upon Kihara’s retirement from the company, aligning long-term incentives with tenure.

What are the retirement-linked phantom stock units reported by MFG’s CEO?

The filing lists a grant of phantom stock units – retirement that is fully vested and will settle when Masahiro Kihara retires from the company. Settlement will be in cash or Common Stock, at the issuer’s election, based on one share per phantom unit.

Are the phantom stock units reported by MFG’s CEO already fully vested?

Not all grants are fully vested. One phantom stock unit grant is fully vested and settles at retirement, while others represent the unvested portions of awards that vest in three equal annual installments starting on July 1, 2024, July 1, 2025, and July 1, 2026.

Does the MFG Form 3 show any recent buy or sell transactions by Masahiro Kihara?

The Form 3 summarizes holdings rather than specific buy or sell transactions. It lists direct ownership of Common Stock and multiple phantom stock unit grants, with transaction codes indicated as unknown and transaction direction categorized as neutral in the summary data.