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Mizuho Financial (NYSE: MFG) CSO exercises phantom units and disposes common shares

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

Rhea-AI Filing Summary

Group Chief Strategy Officer Koyama Takeshi of Mizuho Financial Group Inc. exercised 1,048 phantom stock units into the same number of common shares on June 1, 2026, and disposed of 420 common shares to the issuer, with some units settled in cash. After these transactions, he directly held 9,612 common shares. Cash settlements were based on a price of JPY 7,185 per share using an exchange rate of JPY 1 to U.S. $0.006279041.

Positive

  • None.

Negative

  • None.
Insider Koyama Takeshi
Role Group Chief Strategy Officer
Type Security Shares Price Value
Exercise Phantom Stock Units 1,048 $0.00 $0.00
Exercise Common Stock 1,048 $0.00 $0.00
Disposition Common Stock 420 $18,948.26 $7.96M
Holdings After Transaction: Phantom Stock Units — 0 shares (Direct); Common Stock — 9,612 shares (Direct)
Footnotes (4)
  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. Includes shares previously reported as indirectly beneficially owned through the Issuer's Employee Stock Ownership Program that have been transferred to the Reporting Person's direct ownership.
  3. F3. 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.
  4. F4. These phantom stock units vested on June 1, 2026.
Phantom stock units exercised 1,048 units Derivative units exercised on June 1, 2026 into common stock
Common shares acquired 1,048 shares Shares received upon conversion of phantom stock units on June 1, 2026
Common shares disposed 420 shares Disposition of common stock to the issuer on June 1, 2026
Exchange rate JPY 1 to U.S. $0.006279041 Rate used to convert cash settlement price from yen to U.S. dollars
JPY disposal price JPY 7,185 per share Price per share for cash settlement of vested phantom stock units
Post-transaction holdings 9,612 shares Direct common stock held by Koyama Takeshi after the reported transactions
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 Program financial
"through the Issuer's Employee Stock Ownership Program that have been transferred"
disposition to issuer financial
"transaction_code_description: Disposition to issuer"

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FAQ

What transactions did Koyama Takeshi report for MFG on June 1, 2026?
On June 1, 2026, Koyama Takeshi exercised 1,048 phantom stock units into 1,048 common shares and then disposed of 420 common shares to the issuer, with a portion of the phantom units settled in cash as part of his compensation.

How many MFG shares does Koyama Takeshi hold after these transactions?
After the reported transactions, Koyama Takeshi directly holds 9,612 shares of Mizuho Financial Group common stock. This post-transaction balance reflects both the shares received from exercising phantom stock units and any dispositions reported on the same date.

What are phantom stock units in MFG's compensation plans?
Phantom stock units are awards where each unit represents a contingent right to receive one share of Mizuho common stock. They are settled, at the issuer’s election, either in cash or in common stock upon settlement, aligning executive pay with shareholder value.

Were any of Koyama Takeshi’s MFG phantom stock units settled in cash?
Yes. A portion of the phantom stock units that vested was settled in cash, with value based on a price of JPY 7,185 per share and an exchange rate of JPY 1 to U.S. $0.006279041, rather than being delivered entirely in stock.

Do Koyama Takeshi’s MFG holdings include shares from an Employee Stock Ownership Program?
His reported holdings include shares that were previously indirectly beneficially owned through the issuer’s Employee Stock Ownership Program and have since been transferred into his direct ownership, consolidating those plan-related shares under his personal account.
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*
Koyama Takeshi
(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 Strategy 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)1,048A$010,032(2)D
Common Stock06/01/2026D(3)420D$18,948.26(3)9,612D
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)06/01/2026M1,048 (4) (4)Common Stock1,048$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. Includes shares previously reported as indirectly beneficially owned through the Issuer's Employee Stock Ownership Program that have been transferred to the Reporting Person's direct ownership.
3. 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.
4. 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