Mizuho executive exercises 1,315 phantom stock units

Mizuho Financial Group executive Hideki Tsujimori reported compensation-related equity activity involving phantom stock units and common stock.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Mizuho Financial Group executive Hideki Tsujimori reported compensation-related equity activity involving phantom stock units and common stock. He exercised 1,315 phantom stock units, receiving the same number of common shares. A portion of the vested phantom units was settled in cash, with related shares disposed of back to the issuer.

After these transactions, he directly held 3,152 shares of common stock and 2,632 phantom stock units. In addition, 532.217 shares were held indirectly through his Employee Stock Ownership Plan account as of May 31, 2026.

Insider Trade Summary

1,315 shares exercised/converted

Exercise 4 txns

Insider Tsujimori Hideki

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Phantom Stock Units	1,315	$0.00	$0.00
Exercise	Common Stock	1,315	$0.00	$0.00
Disposition	Common Stock	526	$25,332.29 as filed	--
holding	Common Stock	--	--	--

Price shown as filed: $25,332.29 per share is far above the $9.80 close on Jul 1, 2026, so no transaction value is shown.

Holdings After Transaction: Phantom Stock Units — 2,632 contracts (Direct); Common Stock — 3,152 shares (Direct); Common Stock — 532.217 shares (Indirect, By ESOP)

Footnotes (4)

F1. 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.
F2. 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.
F3. Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of May 31, 2026.
F4. These phantom stock units vest in three equal installments beginning July 1, 2026.

Key Figures

Phantom units exercised: 1,315 units Shares disposed to issuer: 526 shares Direct common shares after transactions: 3,678 shares +4 more

7 metrics

Phantom units exercised 1,315 units Converted into 1,315 shares of common stock on July 1, 2026

Shares disposed to issuer 526 shares Common stock disposition to issuer coded as D on July 1, 2026

Direct common shares after transactions 3,678 shares Total direct holdings following July 1, 2026 transactions

Remaining phantom stock units 2,632 units Phantom stock unit balance after exercise on July 1, 2026

ESOP holdings 532.217 shares Shares in Employee Stock Ownership Plan account as of May 31, 2026

JPY price per share JPY 7,814 Price used for disposed phantom stock units per footnote

FX conversion rate JPY 1 = $0.006163328 Rate used to convert phantom unit value into U.S. dollars

Key Terms

Phantom Stock Units, Employee Stock Ownership Plan, Disposition to issuer, Exercise or conversion of derivative security, +1 more

5 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""

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

contingent right financial

"Each phantom stock unit represents a contingent right to receive one share..."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Mizuho Financial Group (MFG) report for Hideki Tsujimori?

Mizuho executive Hideki Tsujimori exercised 1,315 phantom stock units into common stock and disposed of some related shares back to the issuer. These actions are compensation-related, reflecting settlement of equity awards rather than open-market buying or selling activity.

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

Following the reported transactions, Hideki Tsujimori directly held 3,678 shares of Mizuho common stock. He also had 2,632 phantom stock units outstanding and 532.217 shares held indirectly through an Employee Stock Ownership Plan account as of May 31, 2026.

What are phantom stock units in the Mizuho Financial Group (MFG) filing?

Each phantom stock unit represents a contingent right to receive one share of Mizuho common stock. The company can settle these units in cash or shares upon settlement, at its election, making them a cash- or stock-settled equity-based compensation instrument.

How were Mizuho Financial Group (MFG) phantom stock units valued in this transaction?

The filing notes that disposed phantom stock units were priced using JPY 7,814 per share, converted to U.S. dollars at JPY 1 to $0.006163328. This conversion rate determined the U.S. dollar value of the cash settlement for the vested portion of the units.

When do remaining Mizuho Financial Group (MFG) phantom stock units vest for Hideki Tsujimori?

The phantom stock units vest in three equal installments beginning July 1, 2026. This schedule spreads vesting over multiple future dates, tying the executive’s compensation to ongoing service and the future performance of Mizuho Financial Group.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 07/06/2026 - 07:30 AM

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^*

Tsujimori Hideki

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2026		M⁽¹⁾		1,315	A	$0	3,678	D
Common Stock	07/01/2026		D⁽¹⁾		526⁽²⁾	D	$25,332.29⁽²⁾	3,152	D
Common Stock								532.217⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽¹⁾	07/01/2026		M			1,315	⁽⁴⁾	⁽⁴⁾	Common Stock	1,315	$0	2,632	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.

Remarks:

Group Chief Process Officer (Group CPrO)

	/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)

Source: View Original Filing on SEC EDGAR

Mizuho executive exercises 1,315 phantom stock units

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