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Mizuho Financial Group (NYSE: MFG) awards retirement phantom stock units

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

Rhea-AI Filing Summary

Mizuho Financial Group Group Chief Compliance Officer and director Akamatsu Fusae reported two derivative compensation awards. On 2026-07-24, Akamatsu acquired 400 phantom stock units tied to ordinary employee share compensation and 480 phantom stock units tied to retirement. Each phantom unit equals a contingent right to one share of common stock, settled in cash or stock at Mizuho's election. The 400 units vest on June 1, 2027, while the 480 retirement units were fully vested at grant and will settle upon Akamatsu's retirement.

Positive

  • None.

Negative

  • None.
Insider Akamatsu Fusae
Role See Remarks
Type Security Shares Price Value
Other Phantom Stock Units - Ordinary Employee Share Compensation F1, F2 400 $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 — 400 shares (Direct); Phantom Stock Units - Retirement — 480 shares (Direct)
Footnotes (3)
  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. These phantom stock units vest on June 1, 2027.
  3. F3. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.
Phantom stock units - employee compensation 400.0000 phantom stock units Acquired on 2026-07-24; vest on June 1, 2027
Phantom stock units - retirement grant 480.0000 phantom stock units Acquired on 2026-07-24; fully vested and settle upon retirement
Settlement ratio 1 unit = 1 share of Common Stock Each phantom stock unit equals a contingent right to one share
Transaction price per unit $0.0000 Phantom stock unit awards reported with zero per-unit price
Derivative transactions reported 2 derivative transactions Both involving phantom stock units on 2026-07-24
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.
contingent right financial
"represents a contingent right to receive one share of Issuer Common Stock"
fully vested financial
"These phantom stock units are fully vested upon grant and settle upon retirement"
settled in cash or common stock financial
"will be settled in cash or common stock upon settlement at the Issuer's election"

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

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FAQ

What insider awards did Mizuho Financial Group (MFG) report for Akamatsu Fusae?
Akamatsu Fusae received 400 phantom stock units tied to ordinary employee compensation and 480 phantom stock units tied to retirement on 2026-07-24. These are derivative compensation awards, not open-market stock purchases or sales.

When do the 400 ordinary employee phantom stock units at Mizuho (MFG) vest?
The 400 phantom stock units linked to ordinary employee share compensation vest on June 1, 2027. Until vesting, they represent a contingent right that will be settled later in cash or common stock at the company's election.

How are Mizuho Financial (MFG) phantom stock units settled for Akamatsu Fusae?
Each phantom stock unit represents a contingent right to one common share, settled in cash or stock at Mizuho's election. This means the company can choose the form of payment when the units are settled.

Are the 480 retirement phantom stock units for Mizuho (MFG) already vested?
Yes. The 480 phantom stock units tied to retirement are fully vested upon grant and will be settled upon Akamatsu Fusae's retirement from Mizuho Financial Group, according to the disclosure footnotes.

Did the Mizuho Financial Group (MFG) Form 4 show any open-market stock buys or sells?
No. The filing reports two derivative transactions involving phantom stock units and shows no open-market purchases or sales of common stock, with buyCount and sellCount both reported as zero.
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*
Akamatsu Fusae
(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)
XDirector10% 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
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 - Ordinary Employee Share Compensation(1)07/24/2026J400 (2) (2)Common Stock400$0400D
Phantom Stock Units - Retirement(1)07/24/2026A480 (3) (3)Common Stock480$0480D
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 Compliance Officer (Group CCO)
/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