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

Mizuho Financial Group (MFG) CIO discloses common stock and phantom units on Form 3

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

Rhea-AI Filing Summary

Mizuho Financial Group’s Chief Information Officer, Shinichiro Hihara, has filed an initial ownership report detailing his equity-linked interests in the company. The filing lists direct holdings of common stock and several grants of phantom stock units tied to issuer common stock.

Certain phantom stock units totaling 4,020 underlying shares are fully vested and will settle upon his retirement, in cash or common stock at the issuer’s election. Additional phantom stock units representing 3,947 underlying shares vest in three equal annual installments beginning on July 1, 2026, and another grant representing 2,562 underlying shares is the unvested portion of a grant vesting in three equal annual installments beginning on July 1, 2025. The report also shows direct and ESOP-held common stock positions as of the reporting date.

Positive

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Insider Hihara Shinichiro
Role Chief Information Officer
Type Security Shares Price Value
holding Phantom Stock Units - Retirement -- -- --
holding Phantom Stock Units -- -- --
holding Phantom Stock Units -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock Units - Retirement — 4,020 shares (Direct); Phantom Stock Units — 3,947 shares (Direct); Common Stock — 5,248 shares (Direct); Common Stock — 973.897 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.
Fully vested phantom units (underlying shares) 4,020 shares Fully vested, settle upon retirement
Phantom units vesting from July 1, 2026 3,947 shares Vest in three equal annual installments
Unvested phantom units from 2025 grant 2,562 shares Unvested portion, vesting begins July 1, 2025
Direct common stock holding 5,248 shares Direct ownership as shown in Form 3
Indirect ESOP common stock holding 973.897 shares Indirect ownership via ESOP
Exercise price of phantom units $0.0000 Exercise/conversion price for phantom stock units
Phantom Stock Units financial
"These phantom stock units are fully vested and settle upon the Reporting Person's retirement"
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.
contingent right financial
"Each phantom stock unit represents a contingent right to receive one share of Issuer 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"
vest in three equal annual installments financial
"These phantom stock units vest in three equal annual installments beginning on July 1, 2026"
ESOP financial
"Common Stock ... indirect ... nature_of_ownership: By ESOP"
An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.
Understanding Insider Trading Forms →
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*
Hihara Shinichiro
(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 Information 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 Stock5,248D
Common Stock973.897IBy 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 Stock4,020(2)D
Phantom Stock Units (3) (3)Common Stock3,947(2)D
Phantom Stock Units (4) (4)Common Stock2,562(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.
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 Mizuho Financial Group (MFG) CFO-level Form 3 for Shinichiro Hihara show?

The Form 3 shows Chief Information Officer Shinichiro Hihara’s initial report of equity-linked interests in Mizuho Financial Group, including common stock and multiple phantom stock unit grants with different vesting schedules and retirement-based settlement terms.

How many fully vested phantom stock units does MFG’s CIO report on Form 3?

He reports phantom stock units tied to 4,020 underlying shares that are fully vested and settle upon retirement. Each unit represents a contingent right to one share of common stock, payable in cash or stock at Mizuho Financial Group’s election when settlement occurs.

How do Shinichiro Hihara’s phantom stock units in Mizuho Financial Group (MFG) vest?

One phantom stock grant representing 3,947 underlying shares vests in three equal annual installments starting July 1, 2026. Another grant representing 2,562 underlying shares is the unvested portion of an award vesting in three equal annual installments beginning July 1, 2025.

How are MFG phantom stock units for the CIO settled according to the Form 3?

Each phantom stock unit represents a contingent right to receive one share of Mizuho common stock, which will be settled in cash or common stock at the issuer’s election upon settlement, including settlement upon the reporting person’s retirement from the company.

What indirect Mizuho Financial Group (MFG) holdings does the CIO report on Form 3?

The filing shows 973.897 shares of Mizuho common stock held indirectly through an ESOP. This is in addition to directly held common stock and phantom stock unit positions, providing a fuller picture of the CIO’s reported ownership interests in the company.