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Mizuho (NYSE: MFG) CCO settles phantom stock units and returns 312 shares

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

Rhea-AI Filing Summary

Mizuho Financial Group’s Group Chief Compliance Officer, Fusae Akamatsu, reported routine equity compensation adjustments. On June 1, 2026, Akamatsu returned 312 shares of common stock to the issuer in a disposition to the company. On the same date, 778 phantom stock units were exercised into 778 shares of common stock.

Each phantom stock unit represented a contingent right to receive one share of common stock, settled in cash or stock at the issuer’s election. A portion of the vested phantom units was settled in cash, with those units disposed at a price of JPY 7,185 per unit. After the exercise, no phantom stock units remain outstanding from this award.

Positive

  • None.

Negative

  • None.
Insider Akamatsu Fusae
Role Group Chief Compliance Officer
Type Security Shares Price Value
Exercise Phantom Stock Units 778 $0.00 --
Exercise Common Stock 778 $0.00 --
Disposition Common Stock 312 $14,075.85 $4.39M
Holdings After Transaction: Phantom Stock Units — 0 shares (Direct, null); Common Stock — 778 shares (Direct, null)
Footnotes (1)
  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. 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. These phantom stock units vested on June 1, 2026.
Shares returned to issuer 312 shares Common stock disposition to issuer on June 1, 2026
Phantom units exercised 778 units Exercised into 778 common shares on June 1, 2026
Cash settlement price JPY 7,185 per unit Portion of phantom stock units settled in cash
FX conversion rate JPY 1 = U.S. $0.006279041 Rate used to convert cash settlement into U.S. dollars
Remaining phantom units 0 units Balance of phantom stock units after June 1, 2026 exercise
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 →
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Group Chief Compliance Officer
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)778A$0778D
Common Stock06/01/2026D(1)312D$14,075.85(2)466D
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)06/01/2026M778 (3) (3)Common Stock778$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.
/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

FAQ

What insider transactions did Mizuho Financial Group (MFG) report for Fusae Akamatsu?

Fusae Akamatsu reported returning 312 shares of Mizuho common stock to the issuer and exercising 778 phantom stock units into 778 common shares. These transactions reflect routine equity compensation activity rather than open‑market buying or selling.

What are phantom stock units in the Mizuho Financial Group (MFG) Form 4 filing?

The phantom stock units give a contingent right to receive one Mizuho common share per unit. They are settled in either cash or common stock at the issuer’s election, effectively mirroring share value without initially issuing actual shares.

How many phantom stock units did Mizuho’s Fusae Akamatsu exercise on June 1, 2026?

Fusae Akamatsu exercised 778 phantom stock units into 778 shares of Mizuho common stock on June 1, 2026. Following this exercise, the reported balance of phantom stock units from this award is zero, indicating full conversion of the vested units.

At what price were certain Mizuho phantom stock units disposed in the reported transaction?

A portion of the phantom stock units was settled in cash and disposed at a price of JPY 7,185 per unit. The filing notes the price was converted to U.S. dollars using an exchange rate of JPY 1 to U.S. $0.006279041.

When did the Mizuho Financial Group (MFG) phantom stock units held by Fusae Akamatsu vest?

The phantom stock units held by Fusae Akamatsu vested on June 1, 2026. Vesting triggered settlement, with units either converted into Mizuho common stock or settled in cash, consistent with the issuer’s election rights described in the filing.