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  4. [Form 3] MIZUHO FINANCIAL GROUP INC Initial Statement of Beneficial Ownership

Mizuho Financial Group (MFG) officer reports phantom stock units and share holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Mizuho Financial Group executive Tsujimori Hideki filed an initial ownership report showing both stock and equity-based awards. He holds 2,150 phantom stock units – retirement and 3,947 phantom stock units, each tied to one share of common stock at a conversion price of zero.

He also reports direct ownership of 2,363 common shares and an additional 503.125 common shares held indirectly through an ESOP. Certain phantom units are fully vested and settle at retirement, while others vest in three equal annual installments beginning on July 1, 2026.

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Insider Tsujimori Hideki
Role Chief Process Officer
Type Security Shares Price Value
holding Phantom Stock Units - Retirement -- -- --
holding Phantom Stock Units -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock Units - Retirement — 2,150 shares (Direct); Phantom Stock Units — 3,947 shares (Direct); Common Stock — 2,363 shares (Direct); Common Stock — 503.125 shares (Indirect, By ESOP)
Footnotes (1)
  1. These phantom stock units are fully vested and settle upon the Reporting Person's retirement from the Company. 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. These phantom stock units vest in three equal annual installments beginning on July 1, 2026.
Phantom Units - Retirement 2,150 units Underlying common stock exposure via phantom stock units – retirement
Phantom Units 3,947 units Additional phantom stock units tied to common stock
Direct Common Shares 2,363 shares Direct ownership of Mizuho Financial Group common stock
Indirect ESOP Shares 503.125 shares Common stock held indirectly through ESOP
Conversion Price (Phantom Units) 0.0000 Exercise or conversion price for phantom stock units
Phantom Stock Units financial
"These phantom stock units are fully vested and settle upon the Reporting Person's retirement"
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
Phantom Stock Units - Retirement financial
"Security title listed as Phantom Stock Units - Retirement with underlying common stock"
ESOP financial
"Common Stock total shares following transaction 503.1250, nature of ownership By ESOP"
An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.
Chief Process Officer financial
"Reporting person is an officer with the title Chief Process Officer"
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SEC Form 3
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Tsujimori Hideki
(Last)(First)(Middle)
C/O MIZUHO FINANCIAL GROUP, INC.,
1-5-5 OTEMACHI, CHIYODA-KU
(Street)
TOKYOJAPAN100-8176
(City)(State)(Zip)
JAPAN
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2026		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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Process Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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 Stock2,363D
Common Stock503.125IBy ESOP
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 ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units - Retirement (1) (1)Common Stock2,150(2)D
Phantom Stock Units (3) (3)Common Stock3,947(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.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Yuki Nishii, as Attorney-In-Fact04/10/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What does Mizuho Financial Group (MFG) disclose in Tsujimori Hideki’s Form 3?

The Form 3 discloses Tsujimori Hideki’s initial holdings in Mizuho Financial Group. It details phantom stock units tied to common stock, directly held common shares, and additional shares held indirectly through an ESOP, without showing any new buy or sell transactions.

How many phantom stock units tied to common stock does Tsujimori Hideki hold at MFG?

Tsujimori Hideki holds 2,150 phantom stock units – retirement and 3,947 additional phantom stock units at Mizuho Financial Group. Each unit represents a contingent right to receive one share of common stock, settled in cash or stock at the issuer’s election upon settlement.

How many Mizuho Financial Group (MFG) common shares does Tsujimori Hideki report owning?

He reports 2,363 Mizuho Financial Group common shares held directly and 503.125 common shares held indirectly through an ESOP. These positions reflect his equity exposure as an officer, separate from his phantom stock unit awards referenced in the same ownership filing.

When do Tsujimori Hideki’s MFG phantom stock units vest and settle?

Certain phantom stock units are fully vested and settle upon his retirement from the company. Another grant vests in three equal annual installments beginning on July 1, 2026, with settlement in cash or common stock at Mizuho Financial Group’s election when they are ultimately settled.

How are MFG phantom stock units settled for Tsujimori Hideki?

Each phantom stock unit represents a contingent right to receive one share of Mizuho Financial Group common stock. Upon settlement, the company may deliver either cash or common stock, at its election, matching the value represented by the phantom stock units described in the filing.