Mizuho director gets phantom stock unit award

Tsukioka Takashi reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 07/28/2026 - 06:00 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Tsukioka Takashi reported acquisition or exercise transactions in this Form 4 filing.

MIZUHO FINANCIAL GROUP INC director Tsukioka Takashi reported a grant of 490 phantom stock units on July 24, 2026. Each unit is a contingent right to receive one share of common stock, settled in cash or stock at the company’s election, and is fully vested upon grant. Following this award, he holds 6,820 phantom stock units. He also indirectly holds 2,613.67 common shares through an Employee Stock Ownership Plan as of June 30, 2026.

Insider Trade Summary

Grant/Award: 490 shares

Grant/Award 1 txn

Insider Tsukioka Takashi

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units - Retirement F2, F3	490	$0.00	$0.00
Holding	Common Stock F1	--	--	--

Holdings After Transaction: Phantom Stock Units - Retirement — 6,820 contracts (Direct); Common Stock — 2,613.67 shares (Indirect, By ESOP)

Footnotes (3)

1. F1. Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of June 30, 2026.
2. F2. 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. F3. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.

Key Figures

Phantom stock units granted: 490.0000 units Total phantom units after grant: 6820.0000 units Indirect ESOP common shares: 2613.6700 shares +1 more

4 metrics

Phantom stock units granted 490.0000 units Grant of phantom stock units on July 24, 2026

Total phantom units after grant 6820.0000 units Phantom stock units held following the reported transaction

Indirect ESOP common shares 2613.6700 shares Common stock in ESOP account as of June 30, 2026

Transaction date July 24, 2026 Date of phantom stock unit grant

Key Terms

phantom stock units, Employee Stock Ownership Plan ("ESOP"), contingent right

3 terms

phantom stock units financial

"Each phantom stock unit represents a contingent right to receive one share"

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.

Employee Stock Ownership Plan ("ESOP") financial

"Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan"

contingent right financial

"Each phantom stock unit represents a contingent right to receive one share"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did MFG director Tsukioka Takashi report on this Form 4?

Tsukioka Takashi reported a grant of 490 phantom stock units tied to MIZUHO FINANCIAL GROUP INC common stock. The units are fully vested upon grant and settle in cash or stock at the issuer’s election when he retires from the company.

How many phantom stock units related to MFG does Tsukioka Takashi now hold?

After the latest award, Tsukioka Takashi holds 6,820 phantom stock units linked to MIZUHO FINANCIAL GROUP INC common stock. Each unit represents a contingent right to receive one share, with settlement in cash or shares at the issuer’s election upon his retirement.

What does each phantom stock unit for MFG represent in Tsukioka Takashi’s Form 4?

Each phantom stock unit represents a contingent right to receive one MFG common share. Upon settlement at retirement, the company may choose to deliver either cash or common stock, so these units are cash- or stock-settled rather than traditional share ownership today.

What indirect MFG share holdings does Tsukioka Takashi report through the ESOP?

Tsukioka Takashi reports 2,613.67 MFG common shares held indirectly through an Employee Stock Ownership Plan (ESOP) account. This figure reflects the shares in his ESOP account as of June 30, 2026, separate from the reported phantom stock units.

Is Tsukioka Takashi’s MFG phantom stock grant reported under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as a plan transaction. The grant is reported as a compensation-related acquisition of phantom stock units, not as an open-market trade executed under a pre-arranged 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tsukioka Takashi

(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. Issuer Name and Ticker or Trading Symbol
MIZUHO FINANCIAL GROUP INC [ MFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								2,613.67(1)	I	By ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units - Retirement	(2)	07/24/2026		A		490		(3)	(3)	Common Stock	490	$0	6,820	D

Explanation of Responses:

1. Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of June 30, 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.

3. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.

	/s/ Yuki Nishii, as Attorney-In-Fact	07/28/2026
	** 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 4 (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 4: SEC 1474 (03-26)