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Mizuho Financial (NYSE: MFG) grants CRO new phantom stock awards

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

Rhea-AI Filing Summary

Shiraishi Shiro reported acquisition or exercise transactions in this Form 4 filing.

Mizuho Financial Group reports that Group CRO and director Shiraishi Shiro received equity-based compensation in the form of phantom stock units. On July 24, 2026, he was granted 3,680 phantom stock units vesting in three equal installments beginning July 1, 2027, and 540 fully vested retirement-linked phantom stock units that settle upon retirement. Each unit represents a contingent right to one share of common stock, settled in cash or stock at the issuer's election. Following these awards, he holds 3,680 regular phantom stock units and 2,690 retirement phantom stock units.

Positive

  • None.

Negative

  • None.
Insider Shiraishi Shiro
Role See Remarks
Type Security Shares Price Value
Grant/Award Phantom Stock Units F1, F2 3,680 $0.00 $0.00
Grant/Award Phantom Stock Units - Retirement F1, F3 540 $0.00 $0.00
Holdings After Transaction: Phantom Stock Units — 3,680 shares (Direct); Phantom Stock Units - Retirement — 2,690 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 3,680 units Award of Phantom Stock Units on 2026-07-24 vesting in three equal installments beginning July 1, 2027
Retirement phantom stock units granted 540 units Phantom Stock Units - Retirement granted on 2026-07-24, fully vested upon grant and settling at retirement
Retirement units outstanding 2,690 units Total Phantom Stock Units - Retirement held after the July 24, 2026 award
Vesting schedule three equal installments Phantom stock units vest in three equal installments beginning July 1, 2027
Settlement ratio 1 unit = 1 share Each phantom stock unit represents a contingent right to receive one share of common stock
Phantom Stock Units financial
"Security titles reported as Phantom Stock Units and Phantom Stock Units - Retirement"
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"
vest in three equal installments financial
"These phantom stock units vest in three equal installments beginning July 1, 2027"
settled in cash or common stock financial
"Will be settled in cash or common stock upon settlement at the issuer's election"

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FAQ

What insider equity awards did Mizuho Financial Group (MFG) disclose for Shiraishi Shiro?
Mizuho Financial Group reported that Group CRO Shiraishi Shiro received phantom stock unit awards. He was granted 3,680 time-vested units tied to common stock and 540 retirement-linked units, all settling in cash or stock at the company’s election.

How many phantom stock units did MFG grant to its CRO on July 24, 2026?
On July 24, 2026, Mizuho Financial Group granted its CRO 3,680 phantom stock units plus 540 retirement-linked phantom stock units. Both awards reference the issuer’s common stock, with different vesting and settlement conditions set out for each grant.

What are the vesting terms of the 3,680 phantom stock units at MFG?
The 3,680 phantom stock units granted to MFG’s CRO vest in three equal installments beginning July 1, 2027. After vesting, each unit represents a contingent right to receive one share of common stock, settled in cash or stock at the issuer’s election.

How do the retirement phantom stock units for Mizuho Financial Group (MFG) work?
The 540 retirement phantom stock units granted to the CRO are fully vested upon grant and settle upon retirement. At settlement, each unit corresponds to one share of common stock, paid in cash or stock as Mizuho Financial Group chooses.

Do MFG’s phantom stock units settle in cash or in MFG common stock?
Each phantom stock unit represents a contingent right to one share of MFG common stock, but settlement is in cash or stock at the issuer’s election. This gives the company flexibility in how it ultimately delivers value for the awards.

Were the MFG CRO phantom stock awards made under a Rule 10b5-1 trading plan?
The reported phantom stock unit awards to MFG’s CRO were not made under a Rule 10b5-1 plan. The document-level Rule 10b5-1 checkbox was left unchecked, indicating they are regular equity compensation grants rather than pre-planned trades.
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*
Shiraishi Shiro
(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(1)07/24/2026A3,680 (2) (2)Common Stock3,680$03,680D
Phantom Stock Units - Retirement(1)07/24/2026A540 (3) (3)Common Stock540$02,690D
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:
Group Chief Risk Officer (Group CRO)
/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