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

Mizuho (NYSE: MFG) CSO reports phantom stock and ESOP share holdings

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

Rhea-AI Filing Summary

Mizuho Financial Group Inc. Chief Strategy Officer Koyama Takeshi filed an initial ownership report showing equity-linked compensation and share holdings. He holds 1,048 phantom stock units under an ordinary employee share compensation plan, each tied to one share of common stock and carrying a conversion price of 0.0000 per unit. These units are unvested and are scheduled to vest on June 1, 2026, and will be settled in cash or common stock at the company’s election.

In addition, he directly holds 1,104 shares of common stock and indirectly holds 7,880.437 shares of common stock through an ESOP, reflecting both direct and employee-plan related exposure to the company’s equity.

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Insider Koyama Takeshi
Role Chief Strategy Officer
Type Security Shares Price Value
holding Phantom Stock Units - Ordinary Employee Share Compensation -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock Units - Ordinary Employee Share Compensation — 1,048 shares (Direct); Common Stock — 1,104 shares (Direct); Common Stock — 7,880.437 shares (Indirect, By ESOP)
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.
Phantom stock units 1,048 units Unvested units tied to common stock
Phantom unit exercise price 0.0000 per unit Conversion price for phantom stock units
Phantom unit vesting date June 1, 2026 Vesting date for unvested phantom stock units
Direct common shares 1,104 shares Common stock held directly by CSO
Indirect ESOP shares 7,880.437 shares Common stock held indirectly through ESOP
Underlying shares for phantom units 1,048 shares Common shares underlying 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.
Ordinary Employee Share Compensation financial
"Phantom Stock Units - Ordinary Employee Share Compensation"
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.
contingent right financial
"Each phantom stock unit represents a contingent right to receive one share of Issuer Common Stock"
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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*
Koyama Takeshi
(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 Strategy 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 Stock1,104D
Common Stock7,880.437IBy 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 - Ordinary Employee Share Compensation (1) (1)Common Stock1,048(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 Form 3 filing for Mizuho (MFG) by Koyama Takeshi show?

The Form 3 shows Koyama Takeshi’s initial ownership in Mizuho, including phantom stock units and common shares. It details his direct and ESOP-linked holdings, giving a baseline of his equity exposure as Chief Strategy Officer.

How many phantom stock units does Mizuho (MFG) CSO Koyama Takeshi hold?

He holds 1,048 phantom stock units under an ordinary employee share compensation plan. Each unit represents a contingent right to one common share, settled in cash or stock at the company’s election upon settlement.

When do Koyama Takeshi’s phantom stock units at Mizuho (MFG) vest?

The unvested phantom stock units vest on June 1, 2026. Until vesting, they represent a contingent right, after which they are eligible for settlement in cash or common stock, at Mizuho’s discretion.

What common stock holdings does the Mizuho (MFG) CSO report on Form 3?

He reports 1,104 common shares held directly and 7,880.437 common shares held indirectly through an ESOP. This mix of direct and plan-based holdings indicates both personal and employee-plan equity exposure.

How are Mizuho (MFG) phantom stock units settled for Koyama Takeshi?

Each phantom stock unit gives a contingent right to one common share, with a 0.0000 exercise price. Upon settlement, Mizuho may choose to deliver cash or common stock, providing flexibility in how compensation is paid.