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

Mizuho Financial (NYSE: MFG) director granted 490 phantom stock units

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

Rhea-AI Filing Summary

Shinohara Hiromichi reported acquisition or exercise transactions in this Form 4 filing.

Mizuho Financial Group director Hiromichi Shinohara reported an award of 490 phantom stock units tied to Mizuho common stock on 2026-07-24. These units are fully vested upon grant and settle upon his retirement, in cash or stock at the issuer’s election, bringing his total phantom stock holdings to 3,560 units.

Positive

  • None.

Negative

  • None.
Insider Shinohara Hiromichi
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units - Retirement F1, F2 490 $0.00 $0.00
Holdings After Transaction: Phantom Stock Units - Retirement — 3,560 shares (Direct)
Footnotes (2)
  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. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.
Phantom stock units granted 490 units Grant to Hiromichi Shinohara on 2026-07-24
Phantom stock units after grant 3,560 units Total phantom stock units held directly after the transaction
Underlying common stock ratio 1 share per unit Each phantom stock unit represents a right to receive one share of common stock
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.
contingent right financial
"represents a contingent right to receive one share of Issuer Common Stock"
fully vested upon grant financial
"These phantom stock units are fully vested upon grant and settle"
settled in cash or common stock financial
"which will be settled in cash or common stock upon settlement"

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

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FAQ

What transaction did Hiromichi Shinohara report for Mizuho Financial (MFG)?
Hiromichi Shinohara reported an award of 490 phantom stock units linked to Mizuho common stock. The units are fully vested on grant and settle at retirement, increasing his total phantom stock holdings to 3,560 units under the company’s compensation arrangements.

What are the key terms of the phantom stock units reported for MFG?
Each phantom stock unit represents a contingent right to receive one share of Mizuho common stock. The issuer may settle these units in cash or common stock at its election, and they are fully vested upon grant and settle upon the director’s retirement.

How many phantom stock units does Hiromichi Shinohara hold after this MFG transaction?
After receiving the new award, Hiromichi Shinohara holds 3,560 phantom stock units. These units are tied to Mizuho common stock and are structured to be fully vested immediately, with settlement in cash or stock occurring when he retires from the company.

Does the Form 4 for MFG involve open-market buying or selling of common stock?
The reported activity involves a grant of phantom stock units, not an open-market purchase or sale of Mizuho common stock. It reflects equity-linked director compensation that pays out in cash or stock at retirement, rather than a typical trading transaction.

When will the phantom stock units for Mizuho Financial (MFG) settle?
The phantom stock units are designed to settle upon Hiromichi Shinohara’s retirement from Mizuho Financial Group. At settlement, the company may choose to deliver either cash or common stock equivalent to one share for each phantom stock unit held.
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*
Shinohara Hiromichi
(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)
XDirector10% 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)
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
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 - Retirement(1)07/24/2026A490 (2) (2)Common Stock490$03,560D
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. 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-Fact07/28/2026
** 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