Mizuho (NYSE: MFG) officer reports common and phantom stock unit holdings

Rhea-AI Filing Summary

Mizuho Financial Group officer Sugawara Masayuki filed an initial ownership report showing holdings in common stock and phantom stock units tied to common shares. He holds phantom stock units linked to 23,848 underlying shares that are fully vested and settle upon retirement, plus additional grants tied to 4,652, 3,576 and 1,943 underlying shares that vest in three equal annual installments beginning on July 1, 2024, July 1, 2025 and July 1, 2026. He also reports direct ownership of 22,976 shares of common stock, with indirect holdings of 7,114.029 shares through an ESOP and 100 shares held by his spouse. Each phantom stock unit represents a contingent right to receive one share of common stock, settled in cash or stock at the issuer’s election.

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^*

Sugawara Masayuki

(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	22,976	D
Common Stock	7,114.029	I	By ESOP
Common Stock	100	I	By spouse

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	23,848	(2)	D
Phantom Stock Units	(3)	(3)	Common Stock	4,652	(2)	D
Phantom Stock Units	(4)	(4)	Common Stock	3,576	(2)	D
Phantom Stock Units	(5)	(5)	Common Stock	1,943	(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:

Title: Head of Corporate and Investment Banking 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)

FAQ

What does Mizuho Financial Group (MFG) insider Sugawara Masayuki report on this Form 3?

Sugawara Masayuki reports his initial holdings of common stock and phantom stock units in Mizuho Financial Group. The filing lists both directly and indirectly owned common shares plus several phantom unit grants tied to future settlement in cash or stock.

How many phantom stock units tied to MFG common stock does Sugawara hold?

He reports phantom stock units linked to 23,848 underlying shares that are fully vested and settle upon retirement, plus additional grants tied to 4,652, 3,576 and 1,943 underlying shares. Each unit represents a contingent right to one share of common stock.

When do Sugawara Masayuki’s MFG phantom stock units vest?

One block of phantom stock units is already fully vested and will settle upon retirement. Other grants vest in three equal annual installments beginning on July 1, 2024, July 1, 2025 and July 1, 2026, according to the footnotes.

How many MFG common shares does Sugawara own directly and indirectly?

He reports direct ownership of 22,976 shares of Mizuho Financial Group common stock. Indirectly, he reports 7,114.029 shares held through an ESOP and 100 shares held by his spouse, all listed as part of his overall beneficial ownership picture.

How are the MFG phantom stock units settled for Sugawara Masayuki?

Each phantom stock unit represents a contingent right to receive one share of Mizuho common stock. Settlement will be in cash or common stock upon settlement, at the issuer’s election, giving the company discretion over the form of payment when units are settled.

Does this MFG Form 3 show insider buying or selling activity?

The Form 3 functions as an initial ownership statement and lists holdings rather than transactions. The entries are coded as holdings, and the transaction summary shows no recorded buys, sells, exercises, gifts, or tax withholdings in connection with this report.