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Mizuho Financial (NYSE: MFG) details executive phantom stock unit awards

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

Rhea-AI Filing Summary

Mizuho Financial Group Inc. executive Shuji Matsuura filed an initial ownership report showing direct holdings of common stock and several phantom stock unit awards tied to the company’s shares.

The phantom stock units are either fully vested and settle upon retirement or vest in three equal annual installments beginning on July 1, 2024, July 1, 2025, or July 1, 2026.

Positive

  • None.

Negative

  • None.
Insider Matsuura Shuji
Role See Remarks
Type Security Shares Price Value
holding Phantom Stock Units - Retirement -- -- --
holding Phantom Stock Units -- -- --
holding Phantom Stock Units -- -- --
holding Phantom Stock Units -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock Units - Retirement — 17,508 shares (Direct); Phantom Stock Units — 3,947 shares (Direct); Common Stock — 12,201 shares (Direct)
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. Represents the unvested portion of a grant of phantom stock units which vest in three equal annual installments beginning on July 1, 2025. Represents the unvested portion of a grant of phantom stock units which vest in three equal annual installments beginning on July 1, 2024.
Common stock held 12,201 shares Direct ownership after April 1, 2026 entries
Fully vested retirement phantom units 17,508 underlying shares Phantom Stock Units - Retirement, settle upon retirement
Phantom units vesting from July 1, 2026 3,947 underlying shares Units vest in three equal annual installments beginning July 1, 2026
Phantom units vesting from July 1, 2025 2,831 underlying shares Unvested portion of grant vesting in three installments from July 1, 2025
Phantom units vesting from July 1, 2024 1,265 underlying shares Unvested portion of grant vesting in three installments from July 1, 2024
Exercise price of phantom units $0.0000 per unit Phantom stock units tied to common stock at zero exercise price
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.
fully vested financial
"These phantom stock units are fully vested and settle upon the Reporting Person's retirement"
contingent right financial
"Each phantom stock unit represents a contingent right to receive one share of Issuer Common Stock"
unvested portion financial
"Represents the unvested portion of a grant of phantom stock units which vest in three equal annual installments"
settled in cash or common stock financial
"which will be settled in cash or common stock upon settlement at the Issuer's election"
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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*
Matsuura Shuji
(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)
See Remarks
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 Stock12,201D
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 Stock17,508(2)D
Phantom Stock Units (3) (3)Common Stock3,947(2)D
Phantom Stock Units (4) (4)Common Stock2,831(2)D
Phantom Stock Units (5) (5)Common Stock1,265(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: Head of Global Corporate & Investment Banking Company 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 the MFG Form 3 filing by Shuji Matsuura report?

The Form 3 reports Shuji Matsuura’s initial ownership in Mizuho Financial Group Inc., including common stock and multiple phantom stock unit awards. It outlines how these units vest and when they will settle, giving a snapshot of his current compensation-linked equity position.

How many Mizuho Financial (MFG) common shares does Shuji Matsuura hold?

Shuji Matsuura reports direct ownership of 12,201 shares of Mizuho Financial Group common stock. This figure reflects his position after the reported entries on April 1, 2026, and sits alongside several phantom stock unit awards linked to additional underlying common shares.

What are phantom stock units in the Mizuho Financial (MFG) filing?

The phantom stock units represent a contingent right to receive one share of Mizuho common stock per unit. They will be settled in cash or common stock at the issuer’s election, tying part of the executive’s compensation to the company’s share performance over time.

When do Shuji Matsuura’s phantom stock units for Mizuho (MFG) vest?

Some phantom stock units are fully vested and settle upon retirement, while others vest in three equal annual installments. The vesting schedules begin on July 1, 2024, July 1, 2025, or July 1, 2026, as described in the associated footnotes to the filing.

How many underlying Mizuho (MFG) shares are tied to fully vested retirement phantom units?

The filing shows 17,508 underlying common shares associated with fully vested phantom stock units that settle upon Shuji Matsuura’s retirement. These units are already earned, with settlement at retirement in either cash or stock at the issuer’s election, according to the disclosure.

What unvested phantom stock units does Shuji Matsuura hold in Mizuho (MFG)?

The filing lists unvested phantom stock units with underlying 3,947, 2,831, and 1,265 common shares. These relate to grants that vest in three equal annual installments starting July 1, 2024, July 1, 2025, and July 1, 2026, providing a staggered future compensation stream.