Mizuho Financial director awarded phantom stock units

Uchida Takakazu reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Uchida Takakazu reported acquisition or exercise transactions in this Form 4 filing.

Mizuho Financial Group director Takakazu Uchida received a grant of 490 phantom stock units on July 24, 2026. Each unit is a contingent right to one share of common stock, to be settled in cash or stock at the issuer’s election and settling upon his retirement. This grant is fully vested on issuance, increasing his phantom stock balance to 2,140 units. Separately, he indirectly holds 1,640.834 common shares through an Employee Stock Ownership Plan account as of June 30, 2026. The transaction is not designated as made under a Rule 10b5-1 trading plan.

Insider Trade Summary

Grant/Award: 490 shares

Grant/Award 2 txns

Insider Uchida Takakazu

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units - Retirement F2, F3	490	$0.00	$0.00
holding	Common Stock F1	--	--	--

Holdings After Transaction: Phantom Stock Units - Retirement — 2,140 contracts (Direct); Common Stock — 1,640.834 shares (Indirect, By ESOP)

Footnotes (3)

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 are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.

Key Figures

Phantom stock units granted: 490.0000 units Total phantom stock units after grant: 2140.0000 units ESOP common shares held: 1640.8340 shares

3 metrics

Phantom stock units granted 490.0000 units Grant to director Takakazu Uchida on July 24, 2026

Total phantom stock units after grant 2140.0000 units Director’s phantom stock balance following the July 24, 2026 grant

ESOP common shares held 1640.8340 shares Indirect ESOP account holdings as of June 30, 2026

Key Terms

Phantom stock units, Employee Stock Ownership Plan ("ESOP"), contingent right

3 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 ("ESOP") financial

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

contingent right financial

"represents a contingent right to receive one share of Issuer Common Stock"

FAQ

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

What insider transaction did Mizuho Financial Group (MFG) report for Takakazu Uchida?

Takakazu Uchida received a grant of 490 phantom stock units on July 24, 2026. These units are fully vested on grant and represent a contingent right to one share of Mizuho common stock per unit, settling in cash or shares at retirement.

What are the terms of the phantom stock units granted by Mizuho Financial (MFG)?

Each phantom stock unit is a contingent right to one common share, settled in cash or stock at Mizuho’s election. The units are fully vested upon grant and will be settled when Takakazu Uchida retires from the company.

How many phantom stock units does Takakazu Uchida hold in Mizuho Financial (MFG) after this grant?

After the grant, Takakazu Uchida holds 2,140 phantom stock units. This reflects the addition of 490 newly granted units, all of which are fully vested and will be settled in cash or common stock upon his retirement, at the issuer’s election.

What Mizuho Financial (MFG) common stock does Takakazu Uchida hold through the ESOP?

Takakazu Uchida indirectly holds 1,640.834 common shares through an Employee Stock Ownership Plan account. The reported ESOP position is stated as of June 30, 2026, and represents shares in his plan account rather than directly held stock.

Was Takakazu Uchida’s Mizuho Financial (MFG) phantom stock grant under a Rule 10b5-1 trading plan?

The report indicates the transaction was not made under a Rule 10b5-1 trading plan, as the related checkbox is not marked. This suggests the award was not executed pursuant to a pre-arranged trading instruction program.

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

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Available on EDGAR 07/28/2026 - 06:04 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^*

Uchida Takakazu

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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								1,640.834(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 - Retirement	(2)	07/24/2026		A		490		(3)	(3)	Common Stock	490	$0	2,140	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 are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.

	/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)