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

Mizuho Financial Group (NYSE: MFG) awards phantom stock to CIO

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

Rhea-AI Filing Summary

Hihara Shinichiro reported acquisition or exercise transactions in this Form 4 filing.

Mizuho Financial Group reports that Group CIO Shinichiro Hihara was awarded 3,355 phantom stock units on July 24, 2026, vesting in three equal installments beginning July 1, 2027. He also received 520 fully vested retirement phantom stock units, which settle at retirement. Each phantom unit represents a contingent right to one share of common stock, settled in cash or stock at the issuer’s election. As of June 30, 2026, he indirectly holds 1,021.168 common shares through an ESOP account.

Positive

  • None.

Negative

  • None.
Insider Hihara Shinichiro
Role See Remarks
Type Security Shares Price Value
Grant/Award Phantom Stock Units F2, F3 3,355 $0.00 $0.00
Grant/Award Phantom Stock Units - Retirement F2, F4 520 $0.00 $0.00
holding Common Stock F1 -- -- --
Holdings After Transaction: Phantom Stock Units — 3,355 shares (Direct); Phantom Stock Units - Retirement — 4,540 shares (Direct); Common Stock — 1,021.168 shares (Indirect, By ESOP)
Footnotes (4)
  1. F1. Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of June 30, 2026.
  2. F2. 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.
  3. F3. These phantom stock units vest in three equal installments beginning July 1, 2027.
  4. F4. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.
Phantom units granted 3,355 phantom stock units Grant of phantom stock units to Group CIO on July 24, 2026
Retirement phantom units granted 520 phantom stock units – Retirement Retirement-linked phantom stock units granted on July 24, 2026
Phantom units held after grant 3,355 phantom stock units Phantom stock units beneficially owned following the time-vesting award
Retirement phantom units held 4,540 phantom stock units – Retirement Retirement phantom stock units beneficially owned following the reported grant
ESOP common shares 1,021.168 shares Shares in the reporting person’s ESOP account as of June 30, 2026
Phantom Stock Units financial
"Each phantom stock unit represents a contingent right to receive 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.
Employee Stock Ownership Plan ("ESOP") financial
"Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan"
contingent right financial
"Each phantom stock unit represents a contingent right to receive one share"

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FAQ

What did Mizuho Financial Group (MFG) award to Shinichiro Hihara?
Shinichiro Hihara was awarded 3,355 phantom stock units and 520 retirement phantom stock units on July 24, 2026. These derivative awards reference Mizuho common stock and are reported as grant or award acquisitions, not open-market purchases or sales.

How many phantom stock units did MFG’s CIO receive and when do they vest?
He received 3,355 phantom stock units that vest in three equal installments beginning July 1, 2027. A separate 520-unit retirement grant is fully vested upon grant and is designed to settle when he retires from Mizuho Financial Group.

What are Mizuho Financial Group (MFG) phantom stock units and how are they settled?
Each phantom stock unit is a contingent right to receive one share of Mizuho common stock. They will be settled in cash or common stock at Mizuho’s election when the applicable settlement conditions, such as vesting or retirement, are met.

How many Mizuho Financial Group (MFG) shares does Hihara hold through the ESOP?
Hihara indirectly holds 1,021.168 common shares through an Employee Stock Ownership Plan (ESOP) account. This ESOP balance is reported as of June 30, 2026 and reflects shares held on his behalf, rather than a new market transaction.

Were Hihara’s Mizuho Financial Group (MFG) awards under a Rule 10b5-1 plan?
The report shows the Rule 10b5-1 checkbox was not marked for these transactions. The phantom stock awards are characterized as grant or award acquisitions, with no indication in the disclosure that they were executed under a Rule 10b5-1 trading plan.
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*
Hihara Shinichiro
(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)
07/24/2026		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
Common Stock1,021.168(1)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(2)07/24/2026A3,355 (3) (3)Common Stock3,355$03,355D
Phantom Stock Units - Retirement(2)07/24/2026A520 (4) (4)Common Stock520$04,540D
Explanation of Responses:
1. Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of June 30, 2026.
2. 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.
3. These phantom stock units vest in three equal installments beginning July 1, 2027.
4. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.
Remarks:
Group Chief Information Officer (Group CIO)
/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