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

Rhea-AI Filing Summary

Mizuho Financial Group officer Kazutoshi Isogai filed an initial ownership report showing direct holdings of common stock and phantom stock units tied to common shares. Phantom stock units linked to 7,160 underlying shares are fully vested and will settle upon retirement, while additional grants linked to 4,427, 3,189, and 1,351 underlying shares vest in three equal annual installments beginning on July 1, 2024, 2025, and 2026. The filing also reports direct ownership of 5,610 shares of common stock.

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^*

Isogai Kazutoshi

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

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	5,610	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	7,160	(2)	D
Phantom Stock Units	(3)	(3)	Common Stock	4,427	(2)	D
Phantom Stock Units	(4)	(4)	Common Stock	3,189	(2)	D
Phantom Stock Units	(5)	(5)	Common Stock	1,351	(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:

Title: Co-Head of Retail and Business Banking Company. 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 Mizuho Financial Group (MFG) disclose in this Form 3?

The Form 3 discloses officer Kazutoshi Isogai’s initial beneficial ownership in Mizuho Financial Group. It lists direct holdings of common stock and several phantom stock unit awards tied to underlying shares of common stock with different vesting schedules.

How many Mizuho Financial Group phantom stock units are fully vested?

Phantom stock units linked to 7,160 underlying shares of Mizuho Financial Group common stock are fully vested. These units will settle upon the reporting person’s retirement, in either cash or common stock at the issuer’s election.

What are the vesting schedules for MFG phantom stock units in this filing?

The filing shows phantom stock units vesting in three equal annual installments beginning on July 1, 2024, 2025, and 2026. Each grant represents a separate award of phantom stock units tied to a specific number of underlying common shares.

How many Mizuho Financial Group common shares does the insider hold directly?

The insider holds 5,610 shares of Mizuho Financial Group common stock directly following the reported holdings. This is in addition to multiple phantom stock unit awards that represent contingent rights to receive common stock or cash upon settlement.

What does each MFG phantom stock unit represent in this Form 3?

Each phantom stock unit represents a contingent right to receive one share of Mizuho Financial Group common stock. Upon settlement, the issuer may choose to deliver either cash or common stock corresponding to these units.