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

Mizuho officer exercises phantom stock, adjusts holdings

Mizuho Financial Group officer Shuji Matsuura reported compensation-related stock movements involving common stock and phantom stock units on July 1, 2026.

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

Rhea-AI Filing Summary

Mizuho Financial Group officer Shuji Matsuura reported compensation-related stock movements involving common stock and phantom stock units on July 1, 2026. He exercised derivative awards tied to phantom stock units to acquire 3,995 shares of common stock and then returned 1,598 common shares to the issuer in a disposition transaction. Following these moves, he directly held 14,598 common shares.

The filing shows multiple phantom stock unit awards converting into common stock at a conversion price of $0.00 per unit, with remaining phantom units continuing to vest in three equal installments beginning on July 1, 2025 and July 1, 2026. Footnotes explain that each phantom stock unit represents a contingent right to receive one share of common stock, settled in cash or stock at the company’s election, and that a vested portion was settled in cash based on a price per share of JPY7,814 using a stated exchange rate.

Positive

  • None.

Negative

  • None.
Insider Matsuura Shuji
Role See Remarks
Type Security Shares Price Value
Exercise Phantom Stock Units 1,315 $0.00 $0.00
Exercise Phantom Stock Units 1,415 $0.00 $0.00
Exercise Phantom Stock Units 1,265 $0.00 $0.00
Exercise Common Stock 3,995 $0.00 $0.00
Disposition Common Stock 1,598 $76,960.07 as filed --
  • Price shown as filed: $76,960.07 per share is far above the $9.80 close on Jul 1, 2026, so no transaction value is shown.
Holdings After Transaction: Phantom Stock Units — 4,048 contracts (Direct); Common Stock — 14,598 shares (Direct)
Footnotes (5)
  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. 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. F3. These phantom stock units vest in three equal installments beginning July 1, 2026.
  4. F4. These phantom stock units vest in three equal installments beginning July 1, 2025.
  5. F5. These phantom stock units vested on July 1, 2026.
Common shares disposed 1,598 shares Disposition to issuer on July 1, 2026
Disposition price per share $76,960.07 per share Common stock disposition back to issuer
Common shares acquired via exercise 3,995 shares Exercise or conversion of derivative securities
Common shares held after transactions 14,598 shares Direct ownership following July 1, 2026 activity
Remaining phantom stock units (grant 1) 1,416 units Phantom stock units after exercise/conversion
Remaining phantom stock units (grant 2) 2,632 units Phantom stock units after exercise/conversion
FX conversion rate JPY 1 = $0.006163328 Used to convert JPY7,814 per share into U.S. dollars
JPY per share reference JPY7,814 per share Price used for cash settlement of vested phantom units
Phantom Stock Units financial
"security_title: "Phantom Stock Units" and footnote describing contingent right to receive 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.
contingent right to receive one share financial
"Each phantom stock unit represents a contingent right to receive one share of Issuer Common Stock"
Exercise or conversion of derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security""
Disposition to issuer financial
"transaction_code_description: "Disposition to issuer" for common stock"
vest in three equal installments financial
"These phantom stock units vest in three equal installments beginning July 1, 2026."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Mizuho Financial Group (MFG) officer Shuji Matsuura report in this Form 4?
Shuji Matsuura reported exercises of phantom stock units into common stock and a related disposition of common shares to the issuer. These transactions reflect compensation-related activity rather than open-market trading, adjusting his mix of phantom units and directly held Mizuho common stock.

How many Mizuho (MFG) common shares did Shuji Matsuura acquire and dispose in this filing?
He acquired 3,995 shares of Mizuho common stock through derivative exercises and disposed of 1,598 common shares back to the issuer. After these transactions, his directly held common stock position reported in the filing was 14,598 shares in total.

What are the phantom stock units referenced in the Mizuho (MFG) Form 4?
Each phantom stock unit represents a contingent right to receive one share of Mizuho common stock. According to the footnotes, units are ultimately settled in cash or common stock at the company’s election, effectively tracking the value of Mizuho shares for compensation purposes.

What vesting schedule applies to the Mizuho (MFG) phantom stock units in this Form 4?
The filing states that certain phantom stock units vest in three equal installments beginning July 1, 2025, and others vest in three equal installments beginning July 1, 2026. Another tranche is disclosed as having vested on July 1, 2026, triggering part of the reported settlement activity.

Was any portion of the Mizuho (MFG) phantom stock settled in cash?
Yes. A footnote explains that part of the phantom stock units that vested was settled in cash. The price used was JPY7,814 per share, converted to U.S. dollars at a rate of JPY 1 to $0.006163328 for the reported transaction value.

How many Mizuho (MFG) phantom stock units remain after these transactions?
After the reported exercises, one phantom stock unit line shows a balance of 1,416 units and another shows 2,632 units. These remaining phantom stock units continue to represent contingent rights to receive Mizuho common stock as they vest under their stated schedules.

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

Form 4 Insider Transactions: What Each Field Means →
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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*
Matsuura Shuji
(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)3,995A$016,196D
Common Stock07/01/2026D(1)1,598(2)D$76,960.07(2)14,598D
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)07/01/2026M1,315 (3) (3)Common Stock1,315$02,632D
Phantom Stock Units(1)07/01/2026M1,415 (4) (4)Common Stock1,415$01,416D
Phantom Stock Units(1)07/01/2026M1,265 (5) (5)Common Stock1,265$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 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. These phantom stock units vest in three equal installments beginning July 1, 2026.
4. These phantom stock units vest in three equal installments beginning July 1, 2025.
5. These phantom stock units vested on July 1, 2026.
Remarks:
Head of Global Corporate & Investment Banking Company
/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)

Source: View Original Filing on SEC EDGAR

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