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Mizuho (MFG) governance chief exercises 719 phantom units, disposes 288 shares

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

Rhea-AI Filing Summary

Mizuho Financial Group’s Group Chief Governance Officer Tatsuya Kurosawa reported compensation-related stock movements involving common shares and phantom stock units. On June 1, 2026, he exercised 719 phantom stock units into an equal number of common shares, eliminating that phantom unit position. The same day, 288 common shares were disposed of to the issuer in a transaction coded as a disposition to issuer, with the filing showing a reported price per share of $12,993.09 and a footnote stating these shares were priced at JPY 7,185. After these transactions, he held 4,824 common shares directly, plus 216 shares held indirectly through his Employee Stock Ownership Plan account as of April 30, 2026.

Positive

  • None.

Negative

  • None.
Insider Kurosawa Tatsuya
Role Group Chief Governance Officer
Type Security Shares Price Value
Exercise Phantom Stock Units 719 $0.00 --
Exercise Common Stock 719 $0.00 --
Disposition Common Stock 288 $12,993.09 $3.74M
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock Units — 0 shares (Direct, null); Common Stock — 4,824 shares (Direct, null); Common Stock — 216 shares (Indirect, By ESOP)
Footnotes (1)
  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. Represents the portion of the phantom stock units that vested and are being settled in cash. The price reported herein was converted from Japanese yen to United States dollars at a conversion price of JPY 1 to U.S. $0.006279041. These shares were disposed of at a price per share of JPY 7,185. Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of April 30, 2026. These phantom stock units vested on June 1, 2026.
Phantom units exercised 719 units Exercised into 719 shares of common stock on June 1, 2026
Shares disposed to issuer 288 shares Disposition to issuer coded “D” on June 1, 2026
Reported disposal price $12,993.09 per share Price for 288 shares, with footnote stating JPY 7,185 per share
Direct holdings after transactions 4,824 shares Common stock directly owned following June 1, 2026 transactions
ESOP holdings 216 shares Shares in ESOP account as of April 30, 2026
Exchange rate used JPY 1 = $0.006279041 Conversion applied to JPY 7,185 disposal price in footnote
Phantom Stock Units financial
"These phantom stock units vested on June 1, 2026."
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
"Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account"
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
contingent right financial
"Each phantom stock unit represents a contingent right to receive one share"
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Form 4 Insider Transactions: What Each Field Means →
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*
Kurosawa Tatsuya
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Group Chief Governance Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		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
Common Stock06/01/2026M(1)719A$04,824D
Common Stock06/01/2026D(1)288D$12,993.09(2)4,536D
Common Stock216(3)IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units(1)06/01/2026M719 (4) (4)Common Stock719$00D
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. Represents the portion of the phantom stock units that vested and are being settled in cash. The price reported herein was converted from Japanese yen to United States dollars at a conversion price of JPY 1 to U.S. $0.006279041. These shares were disposed of at a price per share of JPY 7,185.
3. Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of April 30, 2026.
4. These phantom stock units vested on June 1, 2026.
/s/ Yuki Nishii, as Attorney-In-Fact06/03/2026
** 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

FAQ

What insider transactions did Mizuho Financial Group (MFG) report for Tatsuya Kurosawa?

Mizuho’s Group Chief Governance Officer Tatsuya Kurosawa exercised 719 phantom stock units into common shares and disposed of 288 common shares back to the issuer. These actions are compensation-related, not open-market trades, and adjust his mix of derivatives and common stock holdings.

How many Mizuho Financial Group (MFG) shares does Tatsuya Kurosawa hold after this Form 4?

After the reported transactions, Tatsuya Kurosawa directly holds 4,824 shares of Mizuho common stock. A footnote also shows 216 additional shares held indirectly through his Employee Stock Ownership Plan account as of April 30, 2026, indicating a modest overall equity position.

What are phantom stock units in the Mizuho Financial Group (MFG) Form 4 filing?

The filing states each phantom stock unit represents a contingent right to receive one Mizuho common share, settled in cash or stock at the issuer’s election. Kurosawa’s 719 units vested on June 1, 2026 and were exercised into 719 common shares, eliminating that phantom unit balance.

Was the Mizuho Financial Group (MFG) insider transaction an open-market sale or purchase?

No open-market trades are reported. The Form 4 shows a derivative exercise of 719 phantom stock units into common shares and a disposition of 288 shares to the issuer. These are internal, compensation-related movements rather than market purchases or sales of Mizuho stock.

At what price were the disposed Mizuho Financial Group (MFG) shares valued in this filing?

The transaction table reports a price per share of $12,993.09 for the 288 shares disposed to the issuer. A footnote explains these shares were priced at JPY 7,185, converted using an exchange rate of JPY 1 to U.S. $0.006279041 for reporting purposes.

How many phantom stock units remain for Tatsuya Kurosawa after the Mizuho (MFG) Form 4?

After exercising 719 phantom stock units into 719 common shares, the Form 4 shows a remaining phantom stock unit balance of zero. The derivative summary is empty, indicating no other phantom stock units or similar derivative positions are reported in this filing for Kurosawa.