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Mizuho (MFG) officer exercises phantom stock units and settles part in cash

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

Rhea-AI Filing Summary

Mizuho Financial Group officer Natsumi Akita reported several compensation-related equity movements involving common stock and phantom stock units. On July 1, 2026, Akita exercised phantom stock units to acquire 4,512 shares of common stock through a derivative conversion transaction.

The filing also shows a disposition of 1,805 common shares to the issuer, representing settlement of vested phantom stock units in cash, with the price based on JPY 7,814 per share and a stated exchange rate of JPY 1 = $0.006163328. Following these transactions, Akita continues to hold common shares directly and 5,269.093 shares indirectly through an Employee Stock Ownership Plan account as of May 31, 2026, along with phantom stock units that vest in three equal installments beginning on July 1, 2025 and July 1, 2026.

Positive

  • None.

Negative

  • None.
Insider Akita Natsumi
Role See Remarks
Type Security Shares Price Value
Exercise Phantom Stock Units 1,550 $0.00 --
Exercise Phantom Stock Units 1,594 $0.00 --
Exercise Phantom Stock Units 1,368 $0.00 --
Exercise Common Stock 4,512 $0.00 --
Disposition Common Stock 1,805 $86,929.24 $156.91M
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock Units — 3,102 shares (Direct); Common Stock — 7,108 shares (Direct); Common Stock — 5,269.093 shares (Indirect, By ESOP)
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. $0.006163328. These shares were disposed of at a price per share of JPY7,814. Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of May 31, 2026. These phantom stock units vest in three equal installments beginning July 1, 2026. These phantom stock units vest in three equal installments beginning July 1, 2025. These phantom stock units vested on July 1, 2026.
Common shares acquired via exercise 4,512 shares Derivative exercise into common stock on July 1, 2026
Common shares disposed to issuer 1,805 shares Disposition to issuer linked to vested phantom units
Indirect ESOP holdings 5,269.093 shares Employee Stock Ownership Plan balance as of May 31, 2026
Phantom units fully converted 1,368 units Phantom stock units converted into common stock with zero remaining balance
Phantom units exercised 1,594 units Phantom stock units with 1,595 units outstanding after transaction
Additional phantom units exercised 1,550 units Phantom stock units with 3,102 units outstanding after transaction
Cash settlement share price JPY 7,814 per share Price used to settle vested phantom stock units in cash
FX conversion rate JPY 1 = $0.006163328 Exchange rate applied to convert settlement price to U.S. dollars
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.
Employee Stock Ownership Plan ("ESOP") financial
"Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of May 31, 2026."
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did Mizuho Financial Group (MFG) officer Natsumi Akita report in this Form 4?
Akita reported exercising phantom stock units into 4,512 common shares and disposing of 1,805 shares back to the issuer. These transactions reflect compensation-related settlements rather than open-market trading, and update Akita’s direct, indirect, and phantom unit holdings in Mizuho Financial Group.

How many Mizuho Financial Group (MFG) shares did Natsumi Akita acquire and dispose?
Akita acquired 4,512 common shares through a derivative exercise and disposed of 1,805 shares to the issuer. The net effect reflects settlement of vested phantom stock units, with remaining common stock and phantom unit positions still held after these transactions.

What are the phantom stock units held by Mizuho Financial Group (MFG) officer Natsumi Akita?
Each phantom stock unit is a right to receive one MFG common share, settled in cash or stock at the issuer’s election. Some units vested on July 1, 2026, while others vest in three equal installments starting July 1, 2025 and July 1, 2026.

How are the settlement prices for Natsumi Akita’s MFG phantom stock units determined?
A portion of vested phantom stock units was settled in cash at JPY 7,814 per share, converted using an exchange rate of JPY 1 to $0.006163328. This conversion determines the U.S. dollar amount paid when the issuer elects cash settlement instead of delivering shares.

What indirect Mizuho Financial Group (MFG) holdings does Natsumi Akita report in this filing?
Akita reports 5,269.093 shares held indirectly through an Employee Stock Ownership Plan account as of May 31, 2026. These ESOP holdings are separate from directly held common shares and phantom stock units and represent an additional equity-based interest in Mizuho Financial Group.

Do Natsumi Akita’s reported MFG transactions involve open-market buying or selling?
The transactions involve derivative exercises and a disposition to the issuer, not open-market trades. Shares were acquired by converting phantom stock units, and some vested units were settled in cash with shares returned to the issuer, reflecting compensation mechanics rather than discretionary market purchases or sales.
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*
Akita Natsumi
(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)
07/01/2026		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 Stock07/01/2026M(1)4,512A$07,108D
Common Stock07/01/2026D(1)1,805(2)D$86,929.24(2)5,303D
Common Stock5,269.093(3)IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units(1)07/01/2026M1,550 (4) (4)Common Stock1,550$03,102D
Phantom Stock Units(1)07/01/2026M1,594 (5) (5)Common Stock1,594$01,595D
Phantom Stock Units(1)07/01/2026M1,368 (6) (6)Common Stock1,368$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. $0.006163328. These shares were disposed of at a price per share of JPY7,814.
3. Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of May 31, 2026.
4. These phantom stock units vest in three equal installments beginning July 1, 2026.
5. These phantom stock units vest in three equal installments beginning July 1, 2025.
6. These phantom stock units vested on July 1, 2026.
Remarks:
Group Chief Culture Officer (Group CCuO) / Group Chief Branding Officer (Group CBO)
/s/ Yuki Nishii, as Attorney-In-Fact07/06/2026
** 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