Phantom stock units disclosed by Mizuho (NYSE: MFG) board director

Rhea-AI Filing Summary

Mizuho Financial Group Inc. director Yumiko Noda filed an initial ownership report showing phantom stock-based compensation. She holds phantom stock units tied to 3,070 underlying shares of common stock. These units are fully vested and will settle when she retires from the company.

Each phantom stock unit represents a contingent right to receive one share of Mizuho common stock, with settlement in cash or stock at the issuer’s election. The filing does not record a new purchase or sale, but documents her existing deferred equity-based holdings as a director.

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^*

Noda Yumiko

(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)

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	3,070	(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 did Mizuho (MFG) director Yumiko Noda report in this Form 3?

Yumiko Noda reported her existing holdings of phantom stock units linked to 3,070 underlying shares of Mizuho common stock. These units are fully vested and represent deferred, equity-based compensation that will be settled upon her retirement from the company.

How many phantom stock units does the Mizuho (MFG) director hold?

The director’s phantom stock units are tied to 3,070 underlying shares of Mizuho common stock. This figure reflects her total phantom stock position reported, representing fully vested units that function as deferred equity compensation for board service.

When will Yumiko Noda’s Mizuho (MFG) phantom stock units be settled?

The phantom stock units will be settled upon Yumiko Noda’s retirement from Mizuho Financial Group Inc. At that time, the company will deliver value corresponding to each unit, in either cash or common stock, at the issuer’s election under the plan terms.

What does each Mizuho (MFG) phantom stock unit represent for the director?

Each phantom stock unit represents a contingent right to receive one share of Mizuho common stock. Upon settlement, the issuer may choose to satisfy this obligation in cash or in shares, making the units a cash- or stock-settled equity-based award.

Are the Mizuho (MFG) director’s phantom stock units fully vested?

Yes, the filing states that these phantom stock units are fully vested. Although vested, they do not settle immediately; instead, they are deferred until the director’s retirement, when they will be paid in cash or stock at the company’s election.

Does this Mizuho (MFG) Form 3 show any stock purchases or sales?

No, the Form 3 does not show any new stock purchases or sales by the director. It reports her holdings of fully vested phantom stock units, which are a form of deferred compensation rather than a current open-market transaction in Mizuho shares.