Mizuho (NYSE: MFG) CIO details phantom stock unit awards and shares

Rhea-AI Filing Summary

MIZUHO FINANCIAL GROUP INC director and Chief Information Officer Mitsuhiro Kanazawa filed an initial ownership report showing existing holdings in common stock and phantom stock units. He directly holds 11,674 shares of common stock and an additional 447.965 shares indirectly through an ESOP.

The filing also lists several phantom stock unit awards tied to the issuer’s common stock. These include units linked to 17,990 shares that are fully vested and settle upon retirement, and additional grants covering 4,652, 3,576, and 1,996 underlying shares. Some of these units vest in three equal annual installments beginning on July 1, 2024, 2025, and 2026. 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^*

Kanazawa Mitsuhiro

(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
X	Officer (give title below)		Other (specify below)
	Chief Information Officer

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	11,674	D
Common Stock	447.965	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	17,990	(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	1,996	(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-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 Mitsuhiro Kanazawa report owning in MFG on this Form 3?

The filing shows Mitsuhiro Kanazawa directly holds 11,674 shares of Mizuho Financial Group common stock and 447.965 shares indirectly through an ESOP. It also lists multiple phantom stock unit awards linked to thousands of underlying common shares.

What are the phantom stock units reported by MFG’s CIO?

The phantom stock units are compensation awards where each unit represents a contingent right to receive one share of Mizuho common stock. They will be settled in cash or common stock at the issuer’s election when the units settle as described.

How do the phantom stock units for MFG’s CIO vest over time?

One tranche of phantom stock units tied to 17,990 shares is fully vested and settles 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.

Does this MFG Form 3 show any recent insider buying or selling?

No specific buy or sell transactions are reported. The entries are characterized as holdings, providing an initial statement of Kanazawa’s existing ownership in common stock and phantom stock units rather than new market purchases or sales.

How are the phantom stock units for MFG’s CIO ultimately settled?

Each phantom stock unit corresponds to one share of Mizuho common stock. Upon settlement, the issuer may choose to deliver either cash or common stock, giving the company flexibility in how it satisfies these compensation obligations.