STOCK TITAN

Mizuho Financial Group (NYSE: MFG) awards phantom stock units to Group CDTO

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Mizuho Financial Group executive Nobuhiro Kaminoyama received two equity-linked awards. He acquired 4,445 phantom stock units, each representing a contingent right to one share of common stock, vesting in three equal installments beginning July 1, 2027. He also acquired 610 fully vested retirement-linked phantom stock units, which settle upon his retirement, bringing this retirement-linked phantom stock position to 19,950 units. Separately, he indirectly holds 2,613.67 common shares through an ESOP account as of June 30, 2026. These transactions were not reported as pursuant to a Rule 10b5-1 trading plan.

Positive

  • None.

Negative

  • None.
Insider Kaminoyama Nobuhiro
Role See Remarks
Type Security Shares Price Value
Grant/Award Phantom Stock Units F2, F3 4,445 $0.00 $0.00
Grant/Award Phantom Stock Units - Retirement F2, F4 610 $0.00 $0.00
holding Common Stock F1 -- -- --
Holdings After Transaction: Phantom Stock Units — 4,445 shares (Direct); Phantom Stock Units - Retirement — 19,950 shares (Direct); Common Stock — 2,613.67 shares (Indirect, By ESOP)
Footnotes (4)
  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 vest in three equal installments beginning July 1, 2027.
  4. F4. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.
Phantom stock units granted 4,445 units Phantom Stock Units award acquired on July 24, 2026; vest in three equal installments beginning July 1, 2027
Retirement-linked phantom units granted 610 units Phantom Stock Units - Retirement acquired on July 24, 2026; fully vested upon grant and settle upon retirement
Retirement-linked phantom units after grant 19,950 units Total shares following transaction for Phantom Stock Units - Retirement position
Indirect ESOP common shares 2,613.6700 shares Common Stock held indirectly by ESOP as of June 30, 2026
Rule 10b5-1 plan status false Form-level checkbox indicates transactions were not under a Rule 10b5-1 trading plan
Phantom Stock Units financial
"security_title: "Phantom Stock Units" and "Phantom Stock Units - 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.
Employee Stock Ownership Plan ("ESOP") financial
"Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account"
contingent right financial
"Each phantom stock unit represents a contingent right to receive one share of Issuer Common Stock"
Rule 10b5-1 regulatory
"aff_10b5_one: false indicates the Rule 10b5-1 checkbox is not selected"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

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

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FAQ

What equity awards did Nobuhiro Kaminoyama receive from MFG on July 24, 2026?

On July 24, 2026, Nobuhiro Kaminoyama received 4,445 phantom stock units and 610 retirement-linked phantom stock units. Each unit represents a contingent right to one Mizuho common share, settled in cash or stock at the company’s election.

How do MFG phantom stock units granted to Kaminoyama convert into value?

Each phantom stock unit granted to Kaminoyama represents a contingent right to one share of Mizuho common stock. They will be settled in cash or common stock upon settlement, at the issuer’s election, rather than being traditional stock options.

When do Nobuhiro Kaminoyama’s 4,445 MFG phantom stock units vest?

The 4,445 phantom stock units vest in three equal installments beginning on July 1, 2027. This means portions of the award become non-forfeitable over time, subject to the vesting schedule described in the grant terms.

What are the terms of Kaminoyama’s 610 retirement-linked phantom stock units at MFG?

The 610 retirement-linked phantom stock units are fully vested upon grant and will settle when Kaminoyama retires from Mizuho. After this grant, his reported balance in this retirement-linked phantom stock category is 19,950 units.

How many MFG common shares does Nobuhiro Kaminoyama hold through the ESOP?

Kaminoyama has an indirect interest in 2,613.67 common shares of Mizuho Financial Group through his Employee Stock Ownership Plan (ESOP) account. This ESOP balance is reported as of June 30, 2026.

Were Kaminoyama’s MFG phantom stock transactions under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is marked as false, indicating these phantom stock unit acquisitions were not reported as made under a pre-arranged Rule 10b5-1 trading plan.
SEC Form 4
FORM 4UNITED 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*
Kaminoyama Nobuhiro

(Last)(First)(Middle)
C/O MIZUHO FINANCIAL GROUP, INC.
1-5-5 OTEMACHI, CHIYODA-KU

(Street)
TOKYOJAPAN100-8176

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/24/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock2,613.67(1)IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units(2)07/24/2026A4,445 (3) (3)Common Stock4,445$04,445D
Phantom Stock Units - Retirement(2)07/24/2026A610 (4) (4)Common Stock610$019,950D
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 vest in three equal installments beginning July 1, 2027.
4. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.
Remarks:
Group Chief Digital Transformation Officer (Group CDTO) / In Charge of Specially Assigned Matters
/s/ Yuki Nishii, as Attorney-In-Fact07/28/2026
** 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 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)