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  4. [Form 4] MIZUHO FINANCIAL GROUP INC Insider Trading Activity

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

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

Rhea-AI Filing Summary

Mizuho Financial Group’s Group Chief Strategy Officer, Koyama Takeshi, reported routine equity compensation activity involving phantom stock units and common shares. On June 1, 2026, he exercised 1,048 phantom stock units into common stock and disposed of 420 common shares back to the issuer as part of the settlement, with that portion settled in cash. Following these transactions, he directly holds 10,032 shares of common stock and no remaining phantom stock units. The filing describes compensation-related conversions and a disposition to the issuer, rather than open-market buying or selling.

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 --
Exercise Common Stock 1,048 $0.00 --
Disposition Common Stock 420 $18,948.26 $7.96M
Holdings After Transaction: Phantom Stock Units — 0 shares (Direct, null); Common Stock — 10,032 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. 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. 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.
Phantom units exercised 1,048 units Exercised into common stock on June 1, 2026
Shares disposed to issuer 420 shares Common stock disposition to issuer on June 1, 2026
Common shares held after transactions 10,032 shares Direct ownership after June 1, 2026 activity
Common shares after disposition entry 9,612 shares Direct holdings following the 420-share disposition entry
Remaining phantom units 0 units All reported phantom stock units exercised by June 1, 2026
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.
derivative exercise/conversion financial
"transaction_action: derivative exercise/conversion for phantom stock units into common stock"
Disposition to issuer financial
"transaction_code_description: Disposition to issuer for 420 common shares"
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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*
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

FAQ

What insider transactions did Mizuho Financial Group (MFG) report for Koyama Takeshi?

Mizuho Financial Group reported that Group Chief Strategy Officer Koyama Takeshi exercised 1,048 phantom stock units into common stock and disposed of 420 common shares back to the issuer. These actions reflect compensation-related settlements rather than open-market trading activity.

How many Mizuho Financial Group (MFG) shares does Koyama Takeshi hold after these Form 4 transactions?

After the reported transactions, Koyama Takeshi directly holds 10,032 shares of Mizuho Financial Group common stock. This total reflects the exercise of 1,048 phantom stock units and the disposition of 420 shares to the issuer as part of the settlement process.

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

In the filing, each phantom stock unit represents a contingent right to receive one Mizuho Financial Group common share. They are settled in cash or stock at the issuer’s election, and 1,048 such units were exercised and converted into common stock on June 1, 2026.

Was the Mizuho Financial Group (MFG) insider transaction an open-market sale or purchase?

The reported activity was not an open-market sale or purchase. It involved exercising 1,048 phantom stock units into common stock and a 420-share disposition to the issuer, tied to equity compensation settlement, rather than trading on a public exchange.

How were the phantom stock units for Mizuho Financial Group (MFG) settled in this Form 4?

A portion of the vested phantom stock units was settled in cash, with 420 related shares disposed of to the issuer, while units overall were exercised into common stock. The filing notes the issuer can settle phantom stock units in either cash or common shares.