STOCK TITAN

Mizuho Financial (NYSE: MFG) officer shifts stake with option exercise and issuer share disposition

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

Rhea-AI Filing Summary

MIZUHO FINANCIAL GROUP INC officer Yagi Minako reported a mix of equity compensation transactions. On July 1, 2026, Yagi exercised derivative rights to acquire 3,069 shares of Common Stock, increasing direct holdings to 6,462 shares after the exercise.

The filing also shows a disposition to the issuer of 1,228 Common Stock shares, leaving 5,234 shares held directly after that transaction. Indirectly, Yagi holds 1,197.202 shares through an Employee Stock Ownership Plan as of May 31, 2026.

In addition, Yagi reported phantom stock units tied to Common Stock, including 1,594 units and 1,475 units that vest in three equal installments beginning on July 1, 2026 and July 1, 2025, respectively. A portion of the phantom stock units vested and was settled in cash rather than stock.

Positive

  • None.

Negative

  • None.
Insider Yagi Minako
Role See Remarks
Type Security Shares Price Value
Exercise Phantom Stock Units 1,475 $0.00 --
Exercise Phantom Stock Units 1,594 $0.00 --
Exercise Common Stock 3,069 $0.00 --
Disposition Common Stock 1,228 $59,140.78 $72.62M
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock Units — 2,952 shares (Direct); Common Stock — 6,462 shares (Direct); Common Stock — 1,197.202 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 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. $0.006163328. These shares were disposed of at a price per share of JPY7,814. Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of May 31, 2026. These phantom stock units vest in three equal installments beginning July 1, 2026. These phantom stock units vest in three equal installments beginning July 1, 2025.
Derivative exercise into Common Stock 3,069 shares Non-derivative M transaction on July 1, 2026
Disposition to issuer 1,228 shares Code D transaction on July 1, 2026
Direct Common Stock holdings 5,234 shares Shares owned directly after disposition
Direct Common Stock after exercise 6,462 shares Shares owned directly after derivative exercise
Indirect ESOP holdings 1,197.202 shares ESOP account balance as of May 31, 2026
Phantom stock units grant 1,594 units Units tied to Common Stock, vesting from July 1, 2026
Additional phantom stock units 1,475 units Units tied to Common Stock, vesting from July 1, 2025
phantom stock units financial
"Each phantom stock unit represents a contingent right to receive one share of Issuer Common Stock"
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 financial
"Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of May 31, 2026."
An employee stock ownership plan (ESOP) is a company-run program that gives workers ownership stakes by allocating or letting them buy company shares, often through a retirement-style account. For investors, ESOPs matter because they align employees’ incentives with company performance—like turning staff into shareholders—which can boost productivity and long-term value but may also concentrate employee retirement savings in company stock, affecting financial risk and share demand.
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
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FAQ

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

Yagi Minako reported exercising derivative rights to acquire 3,069 shares of Common Stock and disposing of 1,228 shares to the issuer. The filing also updates indirect ESOP holdings and phantom stock unit awards with specified vesting schedules.

How many Mizuho Financial Group shares does Yagi Minako hold after these Form 4 transactions?

After the reported transactions, Yagi Minako holds 5,234 Mizuho Financial Group Common Stock shares directly. The filing also shows 1,197.202 shares held indirectly through an Employee Stock Ownership Plan account as of May 31, 2026.

What is the significance of the 3,069-share derivative exercise reported by Yagi Minako at MFG?

The 3,069-share derivative exercise converts a derivative position into Common Stock, increasing Yagi’s direct equity stake. Such transactions are typically compensation-related and reflect the settlement of prior awards rather than an open-market purchase.

What does the 1,228-share disposition to issuer mean in the MFG Form 4 filing?

The 1,228-share disposition to the issuer represents shares returned to Mizuho Financial Group, coded as a disposition to issuer. It is not an open-market sale and is commonly linked to the mechanics of equity compensation or settlement arrangements.

How do phantom stock units work in Mizuho Financial Group’s compensation for Yagi Minako?

Each phantom stock unit represents a contingent right to one Common Stock share, settled in cash or stock at the issuer’s election. The filing notes units vesting in three equal installments starting July 1, 2025, and July 1, 2026, with some vested units settled in cash.

What are the vesting schedules for Yagi Minako’s phantom stock units at MFG?

One phantom stock unit grant of 1,475 units vests in three equal installments beginning July 1, 2025. Another grant of 1,594 units vests in three equal installments beginning July 1, 2026, providing staged future settlement opportunities in cash or stock.
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*
Yagi Minako

(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)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
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 Stock07/01/2026M(1)3,069A$06,462D
Common Stock07/01/2026D(1)1,228(2)D$59,140.78(2)5,234D
Common Stock1,197.202(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)07/01/2026M1,475 (4) (4)Common Stock1,475$02,952D
Phantom Stock Units(1)07/01/2026M1,594 (5) (5)Common Stock1,594$01,595D
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 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. $0.006163328. These shares were disposed of at a price per share of JPY7,814.
3. Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of May 31, 2026.
4. These phantom stock units vest in three equal installments beginning July 1, 2026.
5. These phantom stock units vest in three equal installments beginning July 1, 2025.
Remarks:
Group Chief Audit Executive (Group CAE)
/s/ Yuki Nishii, as Attorney-In-Fact07/06/2026
** 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)