Mizuho Financial (NYSE: MFG) grants two phantom stock unit awards

Q: What insider transaction did Shuji Matsuura report for Mizuho Financial Group (MFG)?

Shuji Matsuura reported two awards of phantom stock units linked to Mizuho Financial Group common stock: a 3,680-unit grant with future vesting and a 610-unit retirement-linked grant that is fully vested on grant and settles at retirement.

Q: How many phantom stock units were granted to the MFG executive in this Form 4?

The executive received 3,680 phantom stock units under one award and 610 phantom stock units under a retirement-linked award. Each unit represents a contingent right to receive one share of Mizuho Financial Group common stock, settled in cash or stock.

Q: What are phantom stock units in the context of Mizuho Financial Group (MFG)?

For MFG, each phantom stock unit is a contingent right to one share of common stock. The award will be settled in either cash or common stock, at Mizuho Financial Group’s election, when the applicable settlement conditions are met.

Q: When do Shuji Matsuura’s MFG phantom stock units vest and settle?

The 3,680 phantom stock units vest in three equal installments beginning on July 1, 2027 . The 610 retirement-linked units are fully vested upon grant and will settle upon the reporting person’s retirement from Mizuho Financial Group.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Matsuura Shuji reported acquisition or exercise transactions in this Form 4 filing.

Mizuho Financial Group executive Shuji Matsuura reported awards of phantom stock units. He received 3,680 units tied to common stock that vest in three equal installments beginning July 1, 2027, plus 610 fully vested retirement-linked units that settle in cash or stock at the issuer’s election. Following the retirement-linked award, he holds 18,118 such retirement-designated units.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Matsuura Shuji

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units ^{F1, F2}	3,680	$0.00	$0.00
Grant/Award	Phantom Stock Units - Retirement ^{F1, F3}	610	$0.00	$0.00

Holdings After Transaction: Phantom Stock Units — 3,680 shares (Direct); Phantom Stock Units - Retirement — 18,118 shares (Direct)

Footnotes (3)

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.
F2. These phantom stock units vest in three equal installments beginning July 1, 2027.
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: 3,680 units Retirement-linked phantom units granted: 610 units Retirement-linked units after transaction: 18,118 units +2 more

5 metrics

Phantom stock units granted 3,680 units Award of phantom stock units tied to common stock

Retirement-linked phantom units granted 610 units Fully vested phantom stock units – Retirement

Retirement-linked units after transaction 18,118 units Total phantom stock units – Retirement following the award

Unit-to-share ratio 1 unit : 1 share Each phantom stock unit equals one share of common stock

Vesting schedule start July 1, 2027 Three equal installments for 3,680-unit award begin on this date

Key Terms

Phantom Stock Units, contingent right, fully vested upon grant, settled in cash or common stock

4 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.

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 upon"

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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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/28/2026 - 06:05 AM Accepted by SEC EDGAR 07/28/2026 - 06:00 AM

FAQ

What insider transaction did Shuji Matsuura report for Mizuho Financial Group (MFG)?

Shuji Matsuura reported two awards of phantom stock units linked to Mizuho Financial Group common stock: a 3,680-unit grant with future vesting and a 610-unit retirement-linked grant that is fully vested on grant and settles at retirement.

How many phantom stock units were granted to the MFG executive in this Form 4?

The executive received 3,680 phantom stock units under one award and 610 phantom stock units under a retirement-linked award. Each unit represents a contingent right to receive one share of Mizuho Financial Group common stock, settled in cash or stock.

What are phantom stock units in the context of Mizuho Financial Group (MFG)?

For MFG, each phantom stock unit is a contingent right to one share of common stock. The award will be settled in either cash or common stock, at Mizuho Financial Group’s election, when the applicable settlement conditions are met.

When do Shuji Matsuura’s MFG phantom stock units vest and settle?

The 3,680 phantom stock units vest in three equal installments beginning on July 1, 2027. The 610 retirement-linked units are fully vested upon grant and will settle upon the reporting person’s retirement from Mizuho Financial Group.

How many retirement-linked phantom stock units does the MFG executive hold after this filing?

After the reported retirement-linked transaction, the executive holds 18,118 phantom stock units – Retirement. These units are fully vested according to the footnote and will be settled upon the reporting person’s retirement from Mizuho Financial Group.

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^*

Matsuura Shuji

(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)

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽¹⁾	07/24/2026		A		3,680		⁽²⁾	⁽²⁾	Common Stock	3,680	$0	3,680	D
Phantom Stock Units - Retirement	⁽¹⁾	07/24/2026		A		610		⁽³⁾	⁽³⁾	Common Stock	610	$0	18,118	D

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 vest in three equal installments beginning July 1, 2027.

3. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.

Remarks:

Head of Global Corporate & Investment Banking Company

	/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)

Source: View Original Filing on SEC EDGAR