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

Q: What insider equity awards did Mizuho Financial Group (MFG) report for Minori Komatsu?

Minori Komatsu received 434 phantom stock units under an ordinary employee share compensation program and 480 phantom stock units linked to retirement, both referencing issuer common stock as the underlying security.

Q: When do Minori Komatsu’s new phantom stock units at MFG vest and settle?

The 434 phantom stock units vest on June 1, 2027 . The 480 retirement-designated units are fully vested upon grant and settle when Komatsu retires from Mizuho Financial Group.

Q: Were Minori Komatsu’s MFG phantom stock transactions under a Rule 10b5-1 trading plan?

The transactions were not marked as being made under a Rule 10b5-1 trading plan, as the related checkbox indicating such a plan was not selected for these awards.

Q: How are Minori Komatsu’s new phantom stock units classified at Mizuho Financial Group (MFG)?

Both awards are reported as derivative securities . They are phantom stock units referencing Mizuho Financial Group common stock, with settlement in cash or stock at the issuer’s choice upon the applicable settlement event.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Mizuho Financial Group Inc. reported compensation-related derivative awards for Group Chief Human Resources Officer Minori Komatsu. On July 24, 2026, Komatsu acquired 434 phantom stock units under an ordinary employee share compensation program that vest on June 1, 2027, and 480 phantom stock units tied to retirement that are fully vested on grant and settle at retirement. Each phantom stock unit represents a contingent right to receive one share of common stock, settled in cash or stock at the issuer's election.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Komatsu Minori

Role See Remarks

Type	Security	Shares	Price	Value
Other	Phantom Stock Units - Ordinary Employee Share Compensation ^{F1, F2}	434	$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 — 434 shares (Direct); Phantom Stock Units - Retirement — 480 shares (Direct)

Footnotes (3)

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.
F2. These phantom stock units vest on June 1, 2027.
F3. 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 - employee grant: 434 units Phantom stock units - retirement grant: 480 units Unit-to-share ratio: 1 unit = 1 share

3 metrics

Phantom stock units - employee grant 434 units Acquired on July 24, 2026 under ordinary employee share compensation; vest June 1, 2027.

Phantom stock units - retirement grant 480 units Fully vested phantom stock units acquired on July 24, 2026; settle upon Komatsu's retirement.

Unit-to-share ratio 1 unit = 1 share Each phantom stock unit is a contingent right to receive one share of common stock.

Key Terms

Phantom stock units, contingent right, fully vested

3 terms

Phantom stock units financial

"Phantom Stock Units - Ordinary Employee Share Compensation"

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"

fully vested financial

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

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/28/2026 - 06:04 AM Accepted by SEC EDGAR 07/28/2026 - 06:00 AM

FAQ

What insider equity awards did Mizuho Financial Group (MFG) report for Minori Komatsu?

Minori Komatsu received 434 phantom stock units under an ordinary employee share compensation program and 480 phantom stock units linked to retirement, both referencing issuer common stock as the underlying security.

When do Minori Komatsu’s new phantom stock units at MFG vest and settle?

The 434 phantom stock units vest on June 1, 2027. The 480 retirement-designated units are fully vested upon grant and settle when Komatsu 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, settled either in cash or common stock at the company’s election upon settlement.

Were Minori Komatsu’s MFG phantom stock transactions under a Rule 10b5-1 trading plan?

The transactions were not marked as being made under a Rule 10b5-1 trading plan, as the related checkbox indicating such a plan was not selected for these awards.

How are Minori Komatsu’s new phantom stock units classified at Mizuho Financial Group (MFG)?

Both awards are reported as derivative securities. They are phantom stock units referencing Mizuho Financial Group common stock, with settlement in cash or stock at the issuer’s choice upon the applicable settlement event.

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^*

Komatsu Minori

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units - Ordinary Employee Share Compensation	⁽¹⁾	07/24/2026		J		434		⁽²⁾	⁽²⁾	Common Stock	434	$0	434	D
Phantom Stock Units - Retirement	⁽¹⁾	07/24/2026		A		480		⁽³⁾	⁽³⁾	Common Stock	480	$0	480	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 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 Human Resources Officer (Group CHRO)

	/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)

Source: View Original Filing on SEC EDGAR