Mizuho director awarded 490 phantom stock units

Ohno Kotaro reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 07/28/2026 - 06:00 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Ohno Kotaro reported acquisition or exercise transactions in this Form 4 filing.

Mizuho Financial Group director Ohno Kotaro reported a compensation-related grant of 490 phantom stock units on July 24, 2026. Each unit is a contingent right to one share of common stock, settled in cash or stock at the issuer’s election. Following this award, he holds 3,560 phantom stock units, which are fully vested and settle upon his retirement.

Insider Trade Summary

Grant/Award: 490 shares

Grant/Award 1 txn

Insider Ohno Kotaro

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units - Retirement F1, F2	490	$0.00	$0.00

Holdings After Transaction: Phantom Stock Units - Retirement — 3,560 contracts (Direct)

Footnotes (2)

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 are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.

Key Figures

Phantom stock units granted: 490 phantom stock units Phantom stock units after grant: 3,560 phantom stock units Transaction price per unit: $0.0000 per phantom stock unit +1 more

4 metrics

Phantom stock units granted 490 phantom stock units Grant reported for Ohno Kotaro on July 24, 2026

Phantom stock units after grant 3,560 phantom stock units Total phantom stock units held by Ohno Kotaro following the transaction

Transaction price per unit $0.0000 per phantom stock unit Reported price for the compensation-related grant

Underlying common stock equivalent 490 shares of Common Stock Each phantom stock unit corresponds to one share of issuer common stock

Key Terms

phantom stock unit, contingent right, fully vested, settled in cash or common stock

4 terms

phantom stock unit financial

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

contingent right financial

"represents a contingent right to receive one share of Issuer Common Stock"

fully vested financial

"These phantom stock units are fully vested upon grant and settle"

settled in cash or common stock financial

"which will be settled in cash or common stock upon settlement"

FAQ

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

What insider transaction did Mizuho Financial Group (MFG) report for Ohno Kotaro?

Ohno Kotaro reported a grant of 490 phantom stock units on July 24, 2026. These units are a derivative form of compensation linked to Mizuho Financial Group common stock and are fully vested when granted.

How many phantom stock units does Ohno Kotaro now hold at MFG?

After the reported grant, Ohno Kotaro holds 3,560 phantom stock units. These units each mirror one share of Mizuho Financial Group common stock and will settle in cash or stock when he retires, at the issuer’s election.

What does a 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. The company can choose to settle the award in either cash or common stock at the time of settlement.

When do Ohno Kotaro’s phantom stock units at MFG settle?

The phantom stock units are fully vested upon grant and settle upon Ohno Kotaro’s retirement from Mizuho Financial Group. At settlement, the issuer may deliver cash, common stock, or a combination, at its election.

Is the MFG Form 4 transaction a market purchase or sale of common stock?

No, the Form 4 reports a grant of phantom stock units, not a market trade in common shares. These are derivative compensation awards that track common stock value and settle later, rather than immediate stock purchases or sales.

How is the price per phantom stock unit reported in the MFG Form 4?

The transaction shows a price of $0.0000 per phantom stock unit, reflecting a compensation grant rather than a cash purchase. The economic value will be realized when the units settle in cash or stock upon retirement.

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

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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^*

Ohno Kotaro

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2026

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

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 - Retirement	(1)	07/24/2026		A		490		(2)	(2)	Common Stock	490	$0	3,560	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. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.

	/s/ Yuki Nishii, as Attorney-In-Fact	07/28/2026
	** 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)