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  4. [Form 3] MIZUHO FINANCIAL GROUP INC Initial Statement of Beneficial Ownership

CFO of Mizuho (NYSE: MFG) reports phantom stock units and shares

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

Rhea-AI Filing Summary

MIZUHO FINANCIAL GROUP INC Chief Financial Officer Makoto Samejima has filed an initial Form 3 reporting existing equity interests in the company. The filing shows direct ownership of 3,190 shares of common stock and 1,703 phantom stock units under an ordinary employee share compensation plan.

The 1,703 phantom stock units represent the unvested portion of a grant that vests on June 1, 2026. Each phantom stock unit corresponds to a contingent right to receive one share of common stock, with settlement in cash or stock at the company’s election. The Form 3 reflects holdings and does not report any new buy or sell transactions.

Positive

  • None.

Negative

  • None.
Insider Samejima Makoto
Role Chief Financial Officer
Type Security Shares Price Value
holding Phantom Stock Units - Ordinary Employee Share Compensation -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock Units - Ordinary Employee Share Compensation — 1,703 shares (Direct); Common Stock — 3,190 shares (Direct)
Footnotes (1)
  1. Represents the unvested portion of a grant of phantom stock units which vest on June 1, 2026. 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.
Direct common shares 3,190 shares Total common stock directly held after reported holdings
Phantom stock units 1,703 units Unvested portion of employee share compensation grant
Vesting date June 1, 2026 Scheduled vesting date for phantom stock units
Exercise price for phantom units 0.0000 Exercise price per unit for phantom stock units
Underlying common shares 1,703 shares Common stock underlying the phantom stock units
Phantom Stock Units financial
"Represents the unvested portion of a grant of phantom stock units which vest on June 1, 2026."
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.
unvested portion financial
"Represents the unvested portion of a grant of phantom stock units which vest on June 1, 2026."
contingent right financial
"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"
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*
Samejima Makoto
(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)
Chief Financial Officer
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 Stock3,190D
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 - Ordinary Employee Share Compensation (1) (1)Common Stock1,703(2)D
Explanation of Responses:
1. Represents the unvested portion of a grant of phantom stock units which vest on June 1, 2026.
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-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 CFO Makoto Samejima report?

It reports Makoto Samejima’s existing equity interests in Mizuho Financial Group. The filing lists 3,190 directly held common shares and 1,703 phantom stock units from an employee compensation grant, giving investors a baseline view of the CFO’s current stake.

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

The CFO holds 1,703 phantom stock units as part of an ordinary employee share compensation grant. These units are unvested and tied to future vesting, providing a potential right to value equivalent to common shares, subject to the company’s settlement election.

When do the Mizuho (MFG) phantom stock units reported on Form 3 vest?

The unvested phantom stock units vest on June 1, 2026. This vesting date determines when the contingent right linked to each unit becomes earned, after which the company may settle the award in either cash or common stock at its discretion.

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

Each phantom stock unit represents a contingent right to receive one share of Mizuho common stock. Upon settlement, the company can choose to deliver either cash or common stock with equivalent value, aligning executive incentives with shareholder outcomes over time.

Are there buy or sell transactions in the Mizuho (MFG) CFO Form 3?

No, this Form 3 does not show buy or sell transactions. It is an initial ownership report listing direct holdings of common stock and unvested phantom stock units, establishing the CFO’s starting equity position rather than documenting recent market trades.