Mizuho (NYSE: MFG) CFO details phantom stock and share holdings

Rhea-AI Filing Summary

Mizuho Financial Group Chief Financial Officer Yonezawa Takefumi has filed an initial statement of holdings showing a mix of phantom stock units and common stock. He holds fully vested phantom stock units tied to 4,520 shares of common stock that settle upon retirement, as well as additional phantom stock units tied to 4,427 and 3,189 shares that vest in three equal annual installments beginning on July 1, 2026 and July 1, 2025, respectively. The filing also reports direct ownership of 3,403 common shares and an indirect interest in 730.238 common shares through an ESOP, giving investors a clear view of his current equity-linked compensation and incentives.

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^*

Yonezawa Takefumi

(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)
	Chief Financial Officer

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	3,403	D
Common Stock	730.238	I	By 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 Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units - Retirement	(1)	(1)	Common Stock	4,520	(2)	D
Phantom Stock Units	(3)	(3)	Common Stock	4,427	(2)	D
Phantom Stock Units	(4)	(4)	Common Stock	3,189	(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.

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 insider holdings does Mizuho (MFG) CFO Yonezawa report in this Form 3?

The CFO reports phantom stock units and common shares. He holds three phantom stock awards tied to 4,520, 4,427, and 3,189 common shares, plus 3,403 shares directly and 730.238 shares indirectly through an ESOP.

How do the phantom stock units disclosed by Mizuho (MFG) CFO work?

Each phantom stock unit represents a contingent right to one Mizuho common share. They are settled in cash or common stock at the issuer’s election, aligning the CFO’s compensation with shareholder value without immediate share issuance.

When do Mizuho (MFG) CFO Yonezawa’s phantom stock units vest and settle?

One phantom stock grant of 4,520 units is fully vested and settles upon his retirement. Other grants vest in three equal annual installments beginning on July 1, 2025 and July 1, 2026, providing staggered long-term incentives.

Does the Mizuho (MFG) Form 3 show any insider buying or selling activity?

The Form 3 records holdings only and shows no explicit insider buying or selling. All transaction entries are categorized as holdings, with no purchase or sale transaction codes or share amounts reported in this filing.

What indirect Mizuho (MFG) share ownership does the CFO report?

The CFO reports indirect ownership of 730.238 Mizuho common shares through an ESOP. This is in addition to his directly held 3,403 common shares and his phantom stock units linked to future settlement in cash or stock.