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

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

Rhea-AI Filing Summary

Tsujimori Hideki reported acquisition or exercise transactions in this Form 4 filing.

Mizuho Financial Group executive Tsujimori Hideki received equity-based compensation in the form of phantom stock units. On July 24, 2026 he was granted 3,680 phantom stock units that vest in three equal installments beginning July 1, 2027, each representing a contingent right to one share of common stock, settled in cash or stock at the issuer's election. He was also credited with 540 fully vested retirement-linked phantom stock units that settle upon his retirement. Separately, 546.932 common shares are held indirectly via his Employee Stock Ownership Plan account as of June 30, 2026.

Positive

  • None.

Negative

  • None.
Insider Tsujimori Hideki
Role See Remarks
Type Security Shares Price Value
Grant/Award Phantom Stock Units F2, F3 3,680 $0.00 $0.00
Grant/Award Phantom Stock Units - Retirement F2, F4 540 $0.00 $0.00
holding Common Stock F1 -- -- --
Holdings After Transaction: Phantom Stock Units — 3,680 shares (Direct); Phantom Stock Units - Retirement — 2,690 shares (Direct); Common Stock — 546.932 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 3680.0000 units Grant to Tsujimori Hideki on July 24, 2026; vesting in three equal installments beginning July 1, 2027
Retirement-linked phantom units 540.0000 units Fully vested upon grant; settle upon the reporting person’s retirement from Mizuho Financial Group
Indirect ESOP common shares 546.9320 shares Common stock held indirectly in the reporting person’s ESOP account as of June 30, 2026
Phantom Stock Units financial
"Security title listed as "Phantom Stock Units""
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
"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"

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FAQ

What insider awards were reported for Mizuho Financial Group (MFG)?
Tsujimori Hideki received 3,680 phantom stock units plus 540 retirement-linked phantom stock units. These derivative awards are tied to Mizuho Financial common stock and are settled in cash or shares at the company’s election under the plan terms.

How do Mizuho Financial (MFG) phantom stock units function for this executive?
Each phantom stock unit is a contingent right to one share of Mizuho Financial common stock, settled in cash or stock at the issuer’s election. The awards give economic exposure similar to shares without immediate stock issuance.

What are the vesting terms of the 3,680 phantom stock units at MFG?
The 3,680 phantom stock units vest in three equal installments beginning July 1, 2027. Vesting continues in scheduled tranches, and each vested unit entitles the executive to settlement in cash or common stock at the company’s choice.

What is special about the 540 retirement-linked phantom stock units at MFG?
The 540 phantom stock units tied to retirement are fully vested upon grant and settle when the executive retires from Mizuho Financial. Payment at settlement will be in cash or common stock, at the issuer’s election under plan provisions.

How many Mizuho Financial (MFG) common shares does the executive hold via the ESOP?
The filing reports 546.932 common shares held indirectly through the executive’s Employee Stock Ownership Plan account as of June 30, 2026. These ESOP shares represent an indirect ownership position separate from the phantom stock units.

Were the Mizuho Financial (MFG) awards made under a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox is not marked as affirmative, indicating these reported awards were not designated as made under a Rule 10b5-1 trading plan based on the form’s disclosures.
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*
Tsujimori Hideki
(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 Stock546.932(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)07/24/2026A3,680 (3) (3)Common Stock3,680$03,680D
Phantom Stock Units - Retirement(2)07/24/2026A540 (4) (4)Common Stock540$02,690D
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 Process Officer (Group CPrO)
/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)

Source: View Original Filing on SEC EDGAR