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

Mizuho (NYSE: MFG) officer settles phantom stock, returns shares to issuer

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

Rhea-AI Filing Summary

Mizuho Financial Group officer Komatsu Minori reported compensation-related share movements involving phantom stock units and common stock. On June 1, 2026, 659 phantom stock units vested and were exercised into 659 shares of common stock. Each phantom unit represents a contingent right to receive one share, settled in cash or stock at the issuer’s election. A portion representing 264 common shares was then disposed of back to the issuer in a transaction settled in cash, while 395 common shares remained directly owned following the transactions. The disposition used a price derived from JPY 7,185 per share, converted at JPY 1 to U.S. $0.006279041, underscoring that these were internal settlements rather than open-market trades.

Positive

  • None.

Negative

  • None.
Insider Komatsu Minori
Role See Remarks
Type Security Shares Price Value
Exercise Phantom Stock Units 659 $0.00 $0.00
Exercise Common Stock 659 $0.00 $0.00
Disposition Common Stock 264 $11,910.34 $3.14M
Holdings After Transaction: Phantom Stock Units — 0 shares (Direct); Common Stock — 395 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. 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. $0.006279041. These shares were disposed of at a price per share of JPY 7,185.
  3. F3. These phantom stock units vested on June 1, 2026.
Common shares disposed to issuer 264 shares Disposition to issuer on June 1, 2026
Price per disposed share 11910.3400 per share Reported for 264-share disposition
Shares held after disposition 395 shares Common stock directly owned post-transaction
Shares acquired via exercise 659 shares Common stock from exercise of phantom stock units
FX conversion rate JPY 1 to U.S. $0.006279041 Used to convert disposition price to U.S. dollars
Japanese yen share price JPY 7,185 per share Price used for disposed shares in yen terms
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.
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
contingent right financial
"represents a contingent right to receive one share of Issuer Common Stock"
vested financial
"These phantom stock units vested on June 1, 2026."

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did Komatsu Minori report in the latest MFG Form 4 filing?
Komatsu Minori reported vesting and exercise of 659 phantom stock units into common shares, followed by a disposition of 264 shares back to Mizuho Financial Group, leaving 395 common shares directly owned after the transactions.

Were Komatsu Minori’s MFG share transactions open-market buys or sells?
No, the transactions were not open-market trades. They involved the exercise of phantom stock units into common stock and a disposition of 264 shares back to the issuer, settled in cash under the company’s compensation arrangements.

How many Mizuho Financial Group shares does Komatsu Minori hold after these transactions?
After the reported transactions, Komatsu Minori directly owns 395 shares of Mizuho Financial Group common stock. This reflects the exercise of 659 phantom stock units and the subsequent disposition of 264 shares back to the issuer for cash settlement.

What are phantom stock units in the context of MFG’s Form 4 filing?
Phantom stock units are compensation instruments where each unit represents a contingent right to receive one share of issuer common stock, settled either in cash or stock at the issuer’s election, as described in the filing footnotes.

What pricing details were disclosed for Komatsu Minori’s share disposition at MFG?
The filing notes that disposed shares were priced at JPY 7,185 per share, converted to U.S. dollars using a rate of JPY 1 to U.S. $0.006279041, reflecting cash settlement terms for the vested phantom stock portion.

When did Komatsu Minori’s phantom stock units vest at Mizuho Financial Group?
The phantom stock units reported in the Form 4 vested on June 1, 2026. On the same date they were exercised into 659 common shares, with part of the resulting position settled in cash through a disposition to the issuer.
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*
Komatsu Minori
(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)
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)659A$0659D
Common Stock06/01/2026D(1)264D$11,910.34(2)395D
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)06/01/2026M659 (3) (3)Common Stock659$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. $0.006279041. These shares were disposed of at a price per share of JPY 7,185.
3. These phantom stock units vested on June 1, 2026.
Remarks:
Group Chief Human Resources Officer
/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