Mizuho Financial (NYSE: MFG) director reports phantom stock units and ESOP shares

Rhea-AI Filing Summary

Mizuho Financial Group director Tezuka Masahiko filed an initial ownership report showing his current equity-linked interests in the company. He holds fully vested 2,740 phantom stock units, each tied to one share of common stock and settling upon retirement in cash or stock at the issuer’s election. He also reports 949.567 shares of common stock held indirectly through an employee stock ownership plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Tezuka Masahiko

Role Director

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

Holdings After Transaction: Phantom Stock Units - Retirement — 2,740 shares (Direct); Common Stock — 949.567 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.

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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^*

Tezuka Masahiko

(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
	Officer (give title below)		Other (specify below)

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	949.567	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	2,740	(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.

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 does Tezuka Masahiko’s Form 3 show for MIZUHO FINANCIAL GROUP (MFG)?

The Form 3 shows Tezuka Masahiko’s initial reported holdings in Mizuho Financial Group. It lists phantom stock units linked to common stock and common shares held indirectly through an employee stock ownership plan, establishing his baseline equity exposure as a director.

How many phantom stock units linked to MFG common stock does Tezuka Masahiko hold?

He holds 2,740 phantom stock units tied to Mizuho Financial Group common stock. Each unit represents a contingent right to one share, which will be settled in either cash or common stock at the company’s election upon his retirement from the company.

When do Tezuka Masahiko’s MFG phantom stock units settle?

The phantom stock units are fully vested and settle upon his retirement from the company. At that time, Mizuho Financial Group can choose to deliver either cash or shares of common stock corresponding to the number of units held at settlement.

Are the MFG phantom stock units paid in cash or stock at settlement?

Each phantom stock unit represents a right to receive one share of common stock, but settlement can be in cash or stock. Mizuho Financial Group chooses the form of payment when the units settle at the time of Tezuka Masahiko’s retirement.

How many MFG common shares does Tezuka Masahiko report indirectly through the ESOP?

He reports 949.567 shares of Mizuho Financial Group common stock held indirectly through an employee stock ownership plan. This indirect holding is disclosed separately from his phantom stock units and reflects equity held via the ESOP structure.

Does this Form 3 for MFG indicate recent share purchases or sales by Tezuka Masahiko?

The Form 3 functions as an initial ownership report and does not show explicit purchase or sale transactions. It instead records his existing phantom stock units and indirectly held common shares, establishing a starting point for future ownership disclosures.