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Mizuho (MFG) audit chief reports common stock and phantom unit holdings

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

Rhea-AI Filing Summary

Mizuho Financial Group executive Hisashi Kikuchi reported his existing equity-linked holdings in a Form 3 as Chief Audit Executive. The filing shows direct ownership of 28,236 shares of common stock and additional indirect ownership of 2,371.818 shares through an ESOP.

He also holds several grants of phantom stock units tied to Mizuho common stock. One fully vested grant will settle upon his retirement, while other phantom stock units vest in three equal annual installments beginning on July 1, 2024, July 1, 2025, and July 1, 2026. Each phantom unit represents a contingent right to receive one share of common stock, to be settled in cash or stock at the company’s election.

Positive

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Insider Kikuchi Hisashi
Role Chief Audit Executive
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 -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock Units - Retirement — 26,896 shares (Direct); Phantom Stock Units — 5,138 shares (Direct); Common Stock — 28,236 shares (Direct); Common Stock — 2,371.818 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. 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.
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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*
Kikuchi Hisashi
(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)
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Audit Executive
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 Stock28,236D
Common Stock2,371.818IBy 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 ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units - Retirement (1) (1)Common Stock26,896(2)D
Phantom Stock Units (3) (3)Common Stock5,138(2)D
Phantom Stock Units (4) (4)Common Stock3,949(2)D
Phantom Stock Units (5) (5)Common Stock2,428(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:
Exhibit List: Exhibit 24 - Power of Attorney.
/s/ Yuki Nishii, as Attorney-In-Fact03/18/2026
** 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 Mizuho Financial Group (MFG) disclose in Hisashi Kikuchi’s Form 3?

The Form 3 discloses Hisashi Kikuchi’s existing ownership in Mizuho, including common stock and phantom stock units. It establishes his baseline equity-linked position as Chief Audit Executive at the time of becoming a reporting insider.

How many Mizuho (MFG) common shares does Hisashi Kikuchi directly and indirectly hold?

Hisashi Kikuchi directly holds 28,236 shares of Mizuho common stock and indirectly holds 2,371.818 shares through an ESOP. These figures show both his personal and plan-based equity exposure to the company as reported in the Form 3.

What are the phantom stock units reported by Mizuho (MFG) executive Hisashi Kikuchi?

The phantom stock units are equity-linked awards referencing Mizuho common stock. Each unit represents a contingent right to receive one share, which will be settled in cash or common stock at Mizuho’s election when settlement conditions are met.

When do Hisashi Kikuchi’s Mizuho (MFG) phantom stock units vest?

Some phantom stock units are already fully vested and settle upon his retirement. Other grants vest in three equal annual installments beginning on July 1, 2024, July 1, 2025, and July 1, 2026, creating a staggered vesting schedule over several years.

Does the Mizuho (MFG) Form 3 for Hisashi Kikuchi show any recent stock purchases or sales?

The Form 3 lists holdings and phantom stock unit awards but does not report explicit buy or sell transactions. It serves primarily as an initial statement of beneficial ownership rather than a record of recent market trades by the executive.

How are Mizuho (MFG) phantom stock units settled for Hisashi Kikuchi?

Each phantom stock unit corresponds to one share of Mizuho common stock. Upon settlement, the company may choose to deliver either cash or common stock, giving flexibility in how the award value is ultimately provided to the executive.