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

Mizuho Financial Group (NYSE: MFG) grants CFO new phantom stock units

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

Rhea-AI Filing Summary

Samejima Makoto, Group CFO of Mizuho Financial Group, reported compensation-related derivative awards tied to common stock. On July 24, 2026, the reporting person acquired 1,028 phantom stock units as ordinary employee share compensation that vest on June 1, 2027, and 480 phantom stock units designated for retirement that are fully vested upon grant and settle at retirement. 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 transactions were not reported as made under a Rule 10b5-1 trading plan.

Positive

  • None.

Negative

  • None.
Insider Samejima Makoto
Role See Remarks
Type Security Shares Price Value
Other Phantom Stock Units - Ordinary Employee Share Compensation F1, F2 1,028 $0.00 $0.00
Grant/Award Phantom Stock Units - Retirement F1, F3 480 $0.00 $0.00
Holdings After Transaction: Phantom Stock Units - Ordinary Employee Share Compensation — 1,028 shares (Direct); Phantom Stock Units - Retirement — 480 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 on June 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 (employee grant) 1,028 units Ordinary employee share compensation phantom stock units granted July 24, 2026
Phantom stock units (retirement grant) 480 units Retirement-designated phantom stock units granted July 24, 2026
Vesting date June 1, 2027 Vesting date for 1,028 ordinary employee phantom stock units
Transaction price per unit 0.0000 Per-unit transaction price reported for phantom stock unit awards
Phantom Stock Units financial
"Each phantom stock unit represents a contingent right to 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.
contingent right financial
"represents a contingent right to receive one share of Issuer Common Stock"
Rule 10b5-1 financial
"transactions were not reported as made under a Rule 10b5-1 trading plan"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What securities did Samejima Makoto acquire in this MFG Form 4 filing?
The reporting person acquired 1,028 phantom stock units as ordinary employee share compensation and 480 phantom stock units designated for retirement. Each unit represents a contingent right to receive one share of Mizuho common stock, settled in cash or stock at the issuer’s election.

When do the 1,028 ordinary employee phantom stock units for MFG vest?
The 1,028 ordinary employee phantom stock units vest on June 1, 2027. These units are derivative compensation tied to Mizuho common stock and will be settled in either cash or stock at the company’s election upon settlement.

How are the 480 retirement-designated phantom stock units for MFG structured?
The 480 retirement-designated phantom stock units are fully vested upon grant and settle upon the reporting person’s retirement from Mizuho. Each unit equals a contingent right to one common share, paid in cash or stock at the issuer’s election when settlement occurs.

Do these MFG phantom stock unit awards involve any cash purchase price?
No cash purchase price is reported; the per-unit transaction price is 0.0000. The awards represent equity-based compensation, giving a contingent right to Mizuho common stock or cash, rather than securities bought in the open market for cash.

Were the MFG phantom stock unit transactions made under a Rule 10b5-1 plan?
The transactions were not reported as made under a Rule 10b5-1 trading plan. The filing’s Rule 10b5-1 checkbox is unchecked, and no footnotes indicate that a pre-arranged trading plan governed these compensation awards.

Do these MFG Form 4 transactions include any open-market purchases or sales of common stock?
No open-market purchases or sales of common stock are reported. The Form 4 discloses derivative awards of phantom stock units, categorized as acquisitions through compensation and other transaction codes, rather than purchases (P) or sales (S) of Mizuho shares.
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*
Samejima Makoto
(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)
XDirector10% 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 - Ordinary Employee Share Compensation(1)07/24/2026J1,028 (2) (2)Common Stock1,028$01,028D
Phantom Stock Units - Retirement(1)07/24/2026A480 (3) (3)Common Stock480$0480D
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 on June 1, 2027.
3. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.
Remarks:
Group Chief Financial Officer (Group CFO) / General Manager of International Accounting Standards Project Team
/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