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

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

Rhea-AI Filing Summary

Sugawara Masayuki reported acquisition or exercise transactions in this Form 4 filing.

Mizuho Financial Group executive Sugawara Masayuki, Head of Domestic Wholesale Business and Head of Corporate & Investment Banking Company, received compensation-related awards of 6,370 Phantom Stock Units and 840 Phantom Stock Units - Retirement on 2026-07-24. Each phantom unit represents a contingent right to receive one share of common stock, settled in cash or stock at the issuer’s election. The 6,370 units vest in three equal installments beginning July 1, 2027, while the 840 retirement units are fully vested upon grant and settle at retirement. Sugawara also indirectly holds 7,249.437 shares of common stock through an ESOP account as of June 30, 2026.

Positive

  • None.

Negative

  • None.
Insider Sugawara Masayuki
Role See Remarks
Type Security Shares Price Value
Grant/Award Phantom Stock Units F2, F3 6,370 $0.00 $0.00
Grant/Award Phantom Stock Units - Retirement F2, F4 840 $0.00 $0.00
holding Common Stock F1 -- -- --
Holdings After Transaction: Phantom Stock Units — 6,370 shares (Direct); Phantom Stock Units - Retirement — 24,688 shares (Direct); Common Stock — 7,249.437 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 6,370 units Grant of Phantom Stock Units on 2026-07-24; vest in three equal installments beginning July 1, 2027.
Retirement phantom units granted 840 units Phantom Stock Units - Retirement granted on 2026-07-24; fully vested upon grant and settle at retirement.
Retirement phantom units after grant 24,688 units Total Phantom Stock Units - Retirement following the 840-unit award.
Common shares in ESOP 7,249.437 shares Indirect holdings in the Employee Stock Ownership Plan account as of June 30, 2026.
Phantom Stock Units financial
"Transaction in "Phantom Stock Units" reported as equity-based compensation."
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 held in the 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 did Mizuho (MFG) report for Sugawara Masayuki?
Sugawara Masayuki received 6,370 Phantom Stock Units and 840 Phantom Stock Units - Retirement as equity-based compensation. The awards reference Mizuho common stock and are structured to vest over time or settle upon retirement, rather than being immediate market stock purchases or sales.

How do the MFG phantom stock units granted to Sugawara Masayuki vest and settle?
The 6,370 Phantom Stock Units vest in three equal installments beginning July 1, 2027. The 840 retirement phantom units are fully vested upon grant and settle when Sugawara retires, in either cash or common stock at Mizuho’s election.

What does each phantom stock unit represent for Mizuho (MFG)?
Each phantom stock unit represents a contingent right to receive one share of Mizuho common stock. Upon settlement, the company may deliver either cash or common stock, at its election, effectively tying the award’s value to the underlying share price.

How many MFG common shares does Sugawara Masayuki hold through the ESOP?
Sugawara has an indirect ESOP holding of 7,249.437 common shares of Mizuho Financial Group. These shares are held in his Employee Stock Ownership Plan account and are reported as of June 30, 2026, separate from the newly granted phantom stock units.

Were the reported Mizuho (MFG) phantom stock awards under a Rule 10b5-1 plan?
The filing’s Rule 10b5-1 checkbox is not marked, indicating these awards were not reported as made under a Rule 10b5-1 trading plan. They are characterized as compensation-related grants rather than open-market trading transactions by the executive.
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*
Sugawara Masayuki
(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 Stock7,249.437(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)07/24/2026A6,370 (3) (3)Common Stock6,370$06,370D
Phantom Stock Units - Retirement(2)07/24/2026A840 (4) (4)Common Stock840$024,688D
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:
Head of Domestic Wholesale Business / Head of Corporate & Investment Banking Company
/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