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  4. [Form 4] MIZUHO FINANCIAL GROUP INC Insider Trading Activity

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

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

Rhea-AI Filing Summary

Inomata Naoshi reported acquisition or exercise transactions in this Form 4 filing.

Mizuho Financial Group executive Naoshi Inomata reported grants of derivative-based compensation. On July 24, 2026, he received 4445 Phantom Stock Units, each representing a contingent right to one share of common stock, vesting in three equal installments beginning July 1, 2027. He also received 790 Phantom Stock Units - Retirement, which are fully vested upon grant and settle when he retires, bringing his retirement-designated phantom stock holdings to 22738 units. The awards may be settled in cash or stock at Mizuho’s election and were not granted under a Rule 10b5-1 plan.

Positive

  • None.

Negative

  • None.
Insider Inomata Naoshi
Role See Remarks
Type Security Shares Price Value
Grant/Award Phantom Stock Units F1, F2 4,445 $0.00 $0.00
Grant/Award Phantom Stock Units - Retirement F1, F3 790 $0.00 $0.00
Holdings After Transaction: Phantom Stock Units — 4,445 shares (Direct); Phantom Stock Units - Retirement — 22,738 shares (Direct)
Footnotes (3)
  1. 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.
  2. F2. These phantom stock units vest in three equal installments beginning July 1, 2027.
  3. F3. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.
Phantom Stock Units granted 4445 Phantom Stock Units Derivative compensation grant on July 24, 2026
Retirement Phantom Stock Units granted 790 Phantom Stock Units - Retirement Retirement-designated derivative grant on July 24, 2026
Retirement Phantom Units after grant 22738 Phantom Stock Units - Retirement Total retirement-designated phantom units following the 790-unit grant
Vesting commencement date July 1, 2027 First vesting date for the 4445 Phantom Stock Units, in three equal installments
Unit-to-share ratio 1 unit : 1 share of common stock Each phantom stock unit represents a contingent right to one common share
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.
contingent right financial
"Each phantom stock unit represents a contingent right to receive one share of issuer common stock."
vest financial
"These phantom stock units vest in three equal installments beginning July 1, 2027."
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
settle financial
"These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement."

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

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider activity did Mizuho Financial Group (MFG) report for Naoshi Inomata?
Naoshi Inomata received two grants of Phantom Stock Units tied to Mizuho Financial Group common stock on July 24, 2026, reported as derivative-based executive compensation rather than open-market share purchases or sales.

How many Phantom Stock Units were granted to Naoshi Inomata at MFG?
Naoshi Inomata was granted 4445 Phantom Stock Units plus 790 Phantom Stock Units - Retirement. These derivative awards reference Mizuho Financial Group common stock and are settled in cash or shares at the company’s election.

What are the vesting terms of Naoshi Inomata’s Phantom Stock Units at MFG?
The 4445 Phantom Stock Units vest in three equal installments beginning on July 1, 2027. The 790 Phantom Stock Units - Retirement are fully vested upon grant and are designed to settle when Naoshi Inomata retires from Mizuho Financial Group.

What does each Phantom Stock Unit represent for Mizuho Financial Group (MFG)?
Each Phantom Stock Unit represents a contingent right to receive one share of Mizuho Financial Group common stock. Settlement will be in cash or common stock, at the issuer’s election, when the applicable settlement conditions are met.

How many retirement-designated Phantom Stock Units does Naoshi Inomata hold after this MFG transaction?
After the 790-unit grant of Phantom Stock Units - Retirement, Naoshi Inomata holds 22738 retirement-designated phantom units. These units are fully vested and are designed to settle upon his retirement from Mizuho Financial Group.

Were Naoshi Inomata’s MFG Phantom Stock Unit grants made under a Rule 10b5-1 plan?
No. The filing indicates the Rule 10b5-1 checkbox is not marked, so these Phantom Stock Unit grants to Naoshi Inomata were not reported as being made under a pre-arranged Rule 10b5-1 trading plan.
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*
Inomata Naoshi
(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
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)07/24/2026A4,445 (2) (2)Common Stock4,445$04,445D
Phantom Stock Units - Retirement(1)07/24/2026A790 (3) (3)Common Stock790$022,738D
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. These phantom stock units vest in three equal installments beginning July 1, 2027.
3. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.
Remarks:
Head of Domestic Retail Business / Co-Head of Retail & Business 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