Mizuho Financial (NYSE: MFG) officer details common and phantom stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Mizuho Financial Group Inc. officer Sato Noriyuki filed an initial Form 3 disclosing existing equity-linked holdings. The filing shows direct ownership of 1,156 shares of common stock.

He also holds phantom stock units tied to common shares. One fully vested grant labeled “Phantom Stock Units - Retirement” covers 4,560 underlying common shares and will settle upon his retirement. Additional phantom stock units cover 4,427 underlying shares that vest in three equal annual installments beginning on July 1, 2026, and 3,189 underlying shares representing the unvested portion of a prior grant vesting in three equal annual installments beginning on July 1, 2025. Each phantom unit represents a contingent right to receive one share of common stock, settled in cash or stock at the issuer’s election.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Sato Noriyuki

Role See Remarks

Type	Security	Shares	Price	Value
holding	Phantom Stock Units - Retirement	--	--	--
holding	Phantom Stock Units	--	--	--
holding	Phantom Stock Units	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock Units - Retirement — 4,560 shares (Direct); Phantom Stock Units — 4,427 shares (Direct); Common Stock — 1,156 shares (Direct)

Footnotes (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.

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03/18/2026 - 07:00 AM

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Sato Noriyuki

(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	1,156	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Phantom Stock Units - Retirement	⁽¹⁾	⁽¹⁾	Common Stock	4,560	⁽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:

Title: Head of Asset Management 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)

Source: View Original Filing on SEC EDGAR

FAQ

What does Mizuho Financial (MFG) officer Sato Noriyuki report on this Form 3?

He reports his existing equity-linked holdings with Mizuho Financial Group. The filing lists 1,156 directly owned common shares and several phantom stock unit grants tied to common stock that vest or settle over future dates.

How many Mizuho Financial (MFG) common shares does Sato Noriyuki directly own?

He directly owns 1,156 shares of Mizuho Financial common stock. This figure represents his reported direct beneficial ownership of actual shares, separate from his phantom stock unit awards linked to future settlement in cash or stock.

What are the retirement phantom stock units disclosed for Mizuho Financial (MFG)?

One grant labeled “Phantom Stock Units - Retirement” covers 4,560 underlying common shares. These phantom units are fully vested and will settle when Sato Noriyuki retires, in either cash or common stock at Mizuho’s election.

When do Sato Noriyuki’s phantom stock units in Mizuho Financial (MFG) vest?

A phantom stock grant covering 4,427 underlying shares vests in three equal annual installments starting July 1, 2026. Another grant’s unvested portion, tied to 3,189 underlying shares, vests in three equal annual installments beginning July 1, 2025.

How do Mizuho Financial (MFG) phantom stock units work in this Form 3?

Each phantom stock unit represents a contingent right to receive one share of Mizuho common stock. Upon settlement, the company may deliver either cash or common shares, based on its election at that time.

Does this Mizuho Financial (MFG) Form 3 show insider buying or selling?

No specific buy or sell transactions are shown in this Form 3. It primarily discloses Sato Noriyuki’s existing holdings in common stock and phantom stock units rather than new market purchases or sales.