Mizuho Financial grants phantom stock units to CGO

Kurosawa Tatsuya reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Kurosawa Tatsuya reported acquisition or exercise transactions in this Form 4 filing.

Mizuho Financial Group Inc. reported that Group Chief Governance Officer Tatsuya Kurosawa received equity-based awards on July 24, 2026. He was granted 3,513 Phantom Stock Units, each representing a contingent right to one share of common stock, vesting in three equal installments beginning July 1, 2027.

He also received 520 Phantom Stock Units – Retirement, which are fully vested upon grant and settle upon his retirement from the issuer. After these awards, he held 3,513 phantom units in this plan, 1,280 retirement-designated phantom units, and indirectly held 247.7200 common shares through his ESOP account as of June 30, 2026.

Insider Trade Summary

Grant/Award: 4,033 shares

Grant/Award 3 txns

Insider Kurosawa Tatsuya

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units F2, F3	3,513	$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 — 3,513 contracts (Direct); Phantom Stock Units - Retirement — 1,280 contracts (Direct); Common Stock — 247.72 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.

Key Figures

Phantom Stock Units Grant: 3,513 units Retirement Phantom Stock Units: 520 units Retirement Phantom Units Post-Grant: 1,280 units +3 more

6 metrics

Phantom Stock Units Grant 3,513 units Equity-based award to Group Chief Governance Officer on July 24, 2026

Retirement Phantom Stock Units 520 units Phantom Stock Units – Retirement, fully vested upon grant, settle at retirement

Retirement Phantom Units Post-Grant 1,280 units Total Phantom Stock Units – Retirement held after July 24, 2026 grant

Common Shares via ESOP 247.7200 shares Indirect holdings in ESOP account as of June 30, 2026

Underlying Common Stock for Phantom Units 3.5130 shares Underlying common stock tied to 3,513 Phantom Stock Units grant

Grant Date July 24, 2026 Date of Phantom Stock Unit awards to Group Chief Governance Officer

Key Terms

Phantom Stock Units, Employee Stock Ownership Plan, contingent right to receive one share, settled in cash or common stock, +1 more

5 terms

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 financial

"Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan"

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.

contingent right to receive one share financial

"Each phantom stock unit represents a contingent right to receive one share of Issuer Common Stock"

settled in cash or common stock financial

"which will be settled in cash or common stock upon settlement at the Issuer's election"

fully vested upon grant financial

"These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement"

FAQ

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

What insider equity awards did Mizuho Financial Group (MFG) grant to Tatsuya Kurosawa?

Mizuho granted Group Chief Governance Officer Tatsuya Kurosawa 3,513 Phantom Stock Units and 520 Phantom Stock Units – Retirement on July 24, 2026. These awards are equity-based compensation linked to the issuer’s common stock with specified vesting and settlement conditions.

How do the Phantom Stock Units for Mizuho Financial Group (MFG) executive Kurosawa vest?

The 3,513 Phantom Stock Units granted to Kurosawa vest in three equal installments beginning July 1, 2027. Each unit represents a contingent right to receive one share of Mizuho common stock, subject to settlement in cash or stock at the issuer’s election.

What are the retirement Phantom Stock Units reported by Mizuho Financial Group (MFG)?

Kurosawa received 520 Phantom Stock Units – Retirement, which are fully vested upon grant and settle upon his retirement from Mizuho. These units are also tied to the issuer’s common stock and follow the same contingent-right structure described for other phantom units.

How many Mizuho Financial Group (MFG) common shares does Kurosawa hold through the ESOP?

Kurosawa indirectly holds 247.7200 common shares of Mizuho Financial Group through his Employee Stock Ownership Plan (ESOP) account. This figure reflects the number of shares in his ESOP account as of June 30, 2026, separate from his phantom stock units.

Are Kurosawa’s Mizuho Financial Group (MFG) phantom stock awards settled in cash or stock?

Each phantom stock unit represents a contingent right to receive one share of Mizuho common stock, and will be settled in cash or common stock upon settlement, at Mizuho’s election. This flexibility applies to both standard and retirement-designated phantom units.

Were the Mizuho Financial Group (MFG) insider awards reported under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not marked, so these awards are not reported as being made under a Rule 10b5-1 trading plan. They are characterized as grant or award acquisitions of derivative securities, rather than open-market trades.

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

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Available on EDGAR 07/28/2026 - 06:05 AM Accepted by SEC EDGAR 07/28/2026 - 06:00 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Kurosawa Tatsuya

(Last) (First) (Middle)

C/O MIZUHO FINANCIAL GROUP, INC.

1-5-5 OTEMACHI, CHIYODA-KU

(Street)

TOKYO JAPAN 100-8176

(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)

	Director		10% Owner
X	Officer (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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								247.72(1)	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(2)	07/24/2026		A		3,513		(3)	(3)	Common Stock	3.513	$0	3,513	D
Phantom Stock Units - Retirement	(2)	07/24/2026		A		520		(4)	(4)	Common Stock	520	$0	1,280	D

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 Governance Officer (Group CGO)

	/s/ Yuki Nishii, as Attorney-In-Fact	07/28/2026
	** Signature of Reporting Person	Date
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)