Mizuho grants phantom stock units to executive

Yagi Minako 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

Yagi Minako reported acquisition or exercise transactions in this Form 4 filing.

Minako Yagi, Group Chief Audit Executive of Mizuho Financial Group, received awards of 3,858 Phantom Stock Units and 570 retirement-linked Phantom Stock Units on July 24, 2026. Each unit equals one share of common stock, settling in cash or stock, with vesting beginning July 1, 2027 or upon retirement. Yagi also indirectly holds 1,227.6100 common shares through an ESOP account as of June 30, 2026.

Insider Trade Summary

Grant/Award: 4,428 shares

Grant/Award 2 txns

Insider Yagi Minako

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units F2, F3	3,858	$0.00	$0.00
Grant/Award	Phantom Stock Units - Retirement F2, F4	570	$0.00	$0.00
Holding	Common Stock F1	--	--	--

Holdings After Transaction: Phantom Stock Units — 3,858 contracts (Direct); Phantom Stock Units - Retirement — 5,090 contracts (Direct); Common Stock — 1,227.61 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.

Key Figures

Phantom stock units granted: 3,858 units Retirement phantom stock units granted: 570 units Retirement phantom units after award: 5,090 units +2 more

5 metrics

Phantom stock units granted 3,858 units Phantom Stock Units award to Minako Yagi on July 24, 2026

Retirement phantom stock units granted 570 units Phantom Stock Units - Retirement award on July 24, 2026

Retirement phantom units after award 5,090 units Total Phantom Stock Units - Retirement held following July 24, 2026 grant

Common stock via ESOP 1,227.6100 shares Indirect ESOP holdings as of June 30, 2026

Vesting commencement date July 1, 2027 Phantom Stock Units vest in three equal installments beginning this date

Key Terms

Phantom Stock Units, Employee Stock Ownership Plan ("ESOP"), contingent right, settled in cash or common stock

4 terms

Phantom Stock Units financial

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

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 in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account"

contingent right financial

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

settled in cash or common stock financial

"will be settled in cash or common stock upon settlement at the Issuer's election"

FAQ

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

What insider awards did Minako Yagi report at Mizuho Financial Group (MFG)?

Minako Yagi reported awards of 3,858 Phantom Stock Units and an additional 570 Phantom Stock Units tied to retirement. Each unit corresponds to one share of common stock and will be settled in cash or stock at Mizuho Financial Group’s election under the plan terms.

How many phantom stock units does Minako Yagi hold after the latest MFG transactions?

After these awards, Minako Yagi holds 3,858 Phantom Stock Units in one award and 5,090 Phantom Stock Units in the retirement-linked series. These figures represent derivative holdings tied to Mizuho Financial Group common stock and reflect positions following the July 24, 2026 grants.

What are the vesting terms of Minako Yagi’s phantom stock units at MFG?

One award of 3,858 Phantom Stock Units vests in three equal installments beginning July 1, 2027. The separate 570-unit retirement-linked grant is fully vested at grant but settles when Minako Yagi retires from Mizuho Financial Group, according to the reported footnotes.

How many Mizuho Financial Group common shares does Minako Yagi hold via ESOP?

Minako Yagi indirectly holds 1,227.6100 shares of Mizuho Financial Group common stock through an Employee Stock Ownership Plan (ESOP) account. This ESOP balance is reported as of June 30, 2026 and represents indirect ownership separate from the phantom stock unit awards.

Will Minako Yagi’s phantom stock units at MFG be settled in cash or shares?

Each phantom stock unit represents a contingent right to one common share, to be settled in cash or common stock at Mizuho Financial Group’s election. This settlement feature applies to both the standard and retirement-linked phantom stock unit awards reported for Minako Yagi.

Were Minako Yagi’s MFG phantom stock awards reported under a Rule 10b5-1 plan?

The report’s Rule 10b5-1 checkbox is not marked, and there is no footnote indicating a trading plan. That means these phantom stock unit awards are reported as grant transactions rather than trades executed pursuant to a pre-arranged Rule 10b5-1 trading plan.

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^*

Yagi Minako

(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)
07/24/2026

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
Common Stock								1,227.61(1)	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	(2)	07/24/2026		A		3,858		(3)	(3)	Common Stock	3,858	$0	3,858	D
Phantom Stock Units - Retirement	(2)	07/24/2026		A		570		(4)	(4)	Common Stock	570	$0	5,090	D

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:

Group Chief Audit Executive (Group CAE)

	/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)