STOCK TITAN

Mizuho (MFG) director exercises phantom units and disposes shares to issuer

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Mizuho Financial Group director Makoto Hitomi reported compensation-related equity movements involving common stock and phantom stock units. On July 1, 2026, Hitomi exercised 1,112 phantom stock units into the same number of common shares at a reported price of $0.0000 per share, increasing direct holdings to 4,982 common shares. On the same date, Hitomi disposed of 445 common shares back to the issuer at a reported price of $21,431.3100 per share, characterized as a disposition to issuer rather than an open-market sale. Footnotes explain that each phantom stock unit represents a right to receive one share of common stock, settled in cash or stock at the issuer’s election, and that some units vested and were settled in cash. The filing also notes 582.631 common shares held indirectly through an Employee Stock Ownership Plan account as of May 31, 2026, and 2,224 phantom stock units remaining after this transaction, which vest in three equal installments beginning July 1, 2026.

Positive

  • None.

Negative

  • None.
Insider Hitomi Makoto
Role Director
Type Security Shares Price Value
Exercise Phantom Stock Units 1,112 $0.00 --
Exercise Common Stock 1,112 $0.00 --
Disposition Common Stock 445 $21,431.31 $9.54M
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock Units — 2,224 shares (Direct); Common Stock — 4,982 shares (Direct); Common Stock — 582.631 shares (Indirect, By ESOP)
Footnotes (1)
  1. 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. Represents the portion of the phantom stock units that vested and being settled in cash. The price reported herein was converted from Japanese yen to United States dollars at a conversion price of JPY 1 to U.S. $0.006163328. These shares were disposed of at a price per share of JPY7,814. Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of May 31, 2026. These phantom stock units vest in three equal installments beginning July 1, 2026.
Common shares disposed to issuer 445 shares Disposition to issuer on July 1, 2026
Disposition price per share $21,431.3100 per share Price reported for 445-share disposition
Phantom units exercised 1,112 units Converted into 1,112 common shares at $0.0000
Direct common shares after transactions 4,982 shares Direct holdings following July 1, 2026 transactions
Indirect ESOP holdings 582.631 shares ESOP account as of May 31, 2026
Remaining phantom stock units 2,224 units Balance after 1,112-unit exercise
Phantom units vesting schedule 3 equal installments Beginning July 1, 2026
Phantom Stock Units financial
"Each phantom stock unit represents a contingent right to receive one share of Issuer Common Stock"
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"
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
contingent right financial
"Each phantom stock unit represents a contingent right to receive one share of Issuer Common Stock"
vest in three equal installments financial
"These phantom stock units vest in three equal installments beginning July 1, 2026."
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FAQ

What insider equity transactions did Mizuho Financial Group (MFG) report for Makoto Hitomi?

Mizuho director Makoto Hitomi exercised 1,112 phantom stock units into common shares and disposed of 445 common shares back to the issuer. These actions reflect compensation-related equity settlement, not open-market buying or selling activity.

How many Mizuho Financial Group (MFG) shares does Makoto Hitomi hold after this Form 4?

After the reported transactions, Makoto Hitomi holds 4,982 Mizuho common shares directly and 582.631 shares indirectly via an ESOP account. This reflects the position visible in this filing, excluding any holdings not disclosed here.

What are the terms of Makoto Hitomi’s phantom stock units at Mizuho Financial Group (MFG)?

Each phantom stock unit represents a contingent right to receive one Mizuho common share, settled in cash or stock at the issuer’s election. Following the transaction, 2,224 phantom units remain and vest in three equal installments beginning July 1, 2026.

Was Makoto Hitomi’s 445-share disposition in Mizuho Financial Group (MFG) an open-market sale?

No. The 445-share transaction is coded as a disposition to the issuer, not an open-market sale. Footnotes indicate it relates to vested phantom stock units settled in cash at a price converted from Japanese yen to U.S. dollars.

How were currency and pricing handled in Makoto Hitomi’s Mizuho (MFG) phantom stock settlement?

The filing states the price was converted from Japanese yen to U.S. dollars using a rate of JPY 1 to $0.006163328. The disposed shares were priced at JPY 7,814 per share, with U.S. dollar values reported in the transaction table.

What indirect Mizuho Financial Group (MFG) holdings does Makoto Hitomi report?

Makoto Hitomi reports 582.631 Mizuho common shares held indirectly through an Employee Stock Ownership Plan account as of May 31, 2026. This ESOP position is separate from Hitomi’s directly held common shares and phantom stock units.
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*
Hitomi Makoto

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
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 Stock07/01/2026M(1)1,112A$04,982D
Common Stock07/01/2026D(1)445(2)D$21,431.31(2)4,537D
Common Stock582.631(3)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(1)07/01/2026M1,112 (4) (4)Common Stock1,112$02,224D
Explanation of Responses:
1. 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.
2. Represents the portion of the phantom stock units that vested and being settled in cash. The price reported herein was converted from Japanese yen to United States dollars at a conversion price of JPY 1 to U.S. $0.006163328. These shares were disposed of at a price per share of JPY7,814.
3. Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of May 31, 2026.
4. These phantom stock units vest in three equal installments beginning July 1, 2026.
/s/ Yuki Nishii, as Attorney-In-Fact07/06/2026
** 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)