Mizuho (NYSE: MFG) officer exercises 5,281 shares, returns 2,114 to issuer

Rhea-AI Filing Summary

MIZUHO FINANCIAL GROUP INC officer Sugawara Masayuki reported a mix of equity compensation transactions and related share movements. On July 1, 2026, he exercised derivatives to acquire 5,281 shares of common stock and returned 2,114 shares to the issuer in a disposition classified as a transaction to the company, not an open-market sale. Following these transactions, he directly held 26,143 common shares and indirectly held 7,204.824 shares through an Employee Stock Ownership Plan. Several blocks of phantom stock units were exercised or remain outstanding, with footnotes indicating some units vested and were settled in cash and others vest in three equal installments beginning on July 1, 2025 and July 1, 2026.

Insights

Equity compensation analyst

Routine equity awards were exercised, with some shares returned to the issuer.

The filing shows Sugawara Masayuki exercising derivative-based awards to receive 5,281 common shares and disposing of 2,114 shares back to MIZUHO FINANCIAL GROUP INC. The disposition is coded as a transfer to the issuer, not an open-market sale.

After these moves, he holds 26,143 shares directly plus 7,204.824 shares in an ESOP account. Phantom stock units vesting in installments from July 1, 2025 and July 1, 2026 underline that these are compensation-related events. The transactions look routine rather than thesis-changing, with no open-market buying or selling signaled.

Insider Trade Summary

5,281 shares exercised/converted

Mixed 6 txns

Insider Sugawara Masayuki

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Phantom Stock Units	1,550	$0.00	--
Exercise	Phantom Stock Units	1,788	$0.00	--
Exercise	Phantom Stock Units	1,943	$0.00	--
Exercise	Common Stock	5,281	$0.00	--
Disposition	Common Stock	2,114	$101,810.76	$215.23M
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock Units — 3,102 shares (Direct, null); Common Stock — 28,257 shares (Direct, null); Common Stock — 7,204.824 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. These phantom stock units vest in three equal installments beginning July 1, 2025. These phantom stock units vested on July 1, 2026.

Key Figures

Shares exercised: 5,281 shares Shares disposed to issuer: 2,114 shares Direct holdings after transactions: 26,143 shares +4 more

7 metrics

Shares exercised 5,281 shares Common Stock acquired via derivative exercise on July 1, 2026

Shares disposed to issuer 2,114 shares Common Stock disposition to issuer on July 1, 2026

Direct holdings after transactions 26,143 shares Common Stock directly owned following July 1, 2026 transactions

ESOP indirect holdings 7,204.824 shares Shares in Employee Stock Ownership Plan as of May 31, 2026

Phantom units exercised 1,943 units Phantom Stock Units converted with 0 remaining in that block

Phantom units remaining block 1,788 units Phantom Stock Units remaining after exercise on one grant

Total phantom units in last block 3,102 units Phantom Stock Units total after 1,550-unit transaction in that grant

Key Terms

phantom stock units, Employee Stock Ownership Plan, disposition to issuer, derivative exercise/conversion

4 terms

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 financial

"Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account"

An employee stock ownership plan (ESOP) is a company-run program that gives workers ownership stakes by allocating or letting them buy company shares, often through a retirement-style account. For investors, ESOPs matter because they align employees’ incentives with company performance—like turning staff into shareholders—which can boost productivity and long-term value but may also concentrate employee retirement savings in company stock, affecting financial risk and share demand.

disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 07:30 AM Accepted by SEC EDGAR 07/06/2026 - 07:30 AM Learn about SEC filing dates

FAQ

What did Mizuho Financial Group (MFG) officer Sugawara Masayuki report in this Form 4?

He reported exercising derivative-based awards to acquire 5,281 Mizuho common shares and returning 2,114 shares to the issuer. After these transactions, he directly held 26,143 shares and indirectly held 7,204.824 shares through an Employee Stock Ownership Plan.

Did Sugawara Masayuki buy or sell Mizuho Financial Group (MFG) stock on the market?

The filing does not show open-market purchases or sales. It shows a derivative exercise acquiring 5,281 shares and a 2,114-share disposition coded as a transfer to the issuer, which is different from selling shares on an exchange to outside investors.

How many Mizuho Financial Group (MFG) shares does Sugawara hold after these transactions?

After the reported transactions, Sugawara directly holds 26,143 common shares and indirectly holds 7,204.824 shares via an Employee Stock Ownership Plan. These figures reflect his position as of the Form 4 date following the exercise and disposition activities.

What are the phantom stock units mentioned in the Mizuho (MFG) Form 4 filing?

Phantom stock units are rights linked to Mizuho common stock value. Each unit represents a contingent right to one share, settled in cash or stock at the issuer’s election. Some units vested and were settled, while others vest in three equal installments from July 1, 2025 and July 1, 2026.

Were any of Sugawara Masayuki’s Mizuho (MFG) phantom stock units settled in cash?

Yes. A footnote states a portion of phantom stock units vested and was settled in cash. The reported price was converted from Japanese yen to U.S. dollars, with the underlying shares disposed of at a price per share of JPY 7,814 according to the disclosure.

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^*

Sugawara Masayuki

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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	07/01/2026		M(1)		5,281	A	$0	28,257	D
Common Stock	07/01/2026		D(1)		2,114(2)	D	$101,810.76(2)	26,143	D
Common Stock								7,204.824(3)	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	(1)	07/01/2026		M			1,550	(4)	(4)	Common Stock	1,550	$0	3,102	D
Phantom Stock Units	(1)	07/01/2026		M			1,788	(5)	(5)	Common Stock	1,788	$0	1,788	D
Phantom Stock Units	(1)	07/01/2026		M			1,943	(6)	(6)	Common Stock	1,943	$0	0	D

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.

5. These phantom stock units vest in three equal installments beginning July 1, 2025.

6. These phantom stock units vested on July 1, 2026.

Remarks:

Head of Domestic Wholesale Business / Head of Corporate & Investment Banking Company

	/s/ Yuki Nishii, as Attorney-In-Fact	07/06/2026
	** 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)