Mizuho (MFG) director Kihara exercises phantom units and returns 8,190 shares

Rhea-AI Filing Summary

Mizuho Financial Group director and officer Masahiro Kihara reported a mix of equity compensation events involving common stock and phantom stock units. On July 1, 2026, he exercised phantom stock units into 20,474 shares of common stock at a stated price of $0.00 per share. A related transaction shows 8,190 shares of common stock disposed of to the issuer as a disposition to issuer, with one row indicating 44,233 shares held afterward and another showing 52,423 shares after the acquisition entry. Footnotes explain that each phantom stock unit represents a contingent right to one share of common stock, settled in cash or stock at the issuer’s election. Some phantom units vested on July 1, 2026, while others vest in three equal installments beginning July 1, 2025 and July 1, 2026.

Insights

Equity compensation analyst

Routine equity compensation adjustments combining phantom unit vesting and partial share return.

The filing shows Masahiro Kihara converting phantom stock units into 20,474 shares of Mizuho Financial Group common stock, alongside a disposition of 8,190 shares to the issuer. This pattern reflects standard equity compensation mechanics rather than open-market trading.

Footnotes state each phantom stock unit equals a right to one common share, settled in cash or stock at the issuer’s election. A portion vested and was settled in cash at JPY 7,814 per share using a specified FX rate, while remaining units vest in three equal installments starting on July 1, 2025 and July 1, 2026.

The absence of open-market purchases or sales and the use of vesting schedules suggest these are primarily administrative and compensation-related adjustments. The filing lists post-transaction share counts of 52,423 after the acquisition line and 44,233 after the issuer disposition line, indicating Kihara retains a meaningful direct equity stake following these events.

Insider Trade Summary

20,474 shares exercised/converted

Mixed 5 txns

Insider Kihara Masahiro

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Phantom Stock Units	5,928	$0.00	--
Exercise	Phantom Stock Units	7,267	$0.00	--
Exercise	Phantom Stock Units	7,279	$0.00	--
Exercise	Common Stock	20,474	$0.00	--
Disposition	Common Stock	8,190	$394,432.41	$3.23B

Holdings After Transaction: Phantom Stock Units — 11,857 shares (Direct, null); Common Stock — 52,423 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. 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. 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.

Key Figures

Shares disposed to issuer: 8,190 shares Shares acquired via phantom unit exercise: 20,474 shares Post-acquisition holdings: 52,423 shares +4 more

7 metrics

Shares disposed to issuer 8,190 shares Common stock disposition to issuer on July 1, 2026

Shares acquired via phantom unit exercise 20,474 shares Common stock from exercise/conversion on July 1, 2026

Post-acquisition holdings 52,423 shares Common stock held after acquisition transaction

Post-disposition holdings 44,233 shares Common stock held after disposition to issuer

Cash settlement share price JPY 7,814 per share Price for vested phantom units settled in cash

FX conversion rate JPY 1 = $0.006163328 Rate used to convert cash settlement into U.S. dollars

Phantom units converted 7,279; 7,267; 5,928 units Three phantom stock unit tranches converted on July 1, 2026

Key Terms

Phantom Stock Units, contingent right, Disposition to issuer, exercise or conversion of derivative security, +1 more

5 terms

Phantom Stock Units financial

"security_title": "Phantom Stock Units""

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

"Each phantom stock unit represents a contingent right to receive one share"

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

vest in three equal installments financial

"These phantom stock units vest in three equal installments beginning July 1, 2026."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 07:30 AM Accepted by SEC EDGAR 07/06/2026 - 07:30 AM Learn about SEC filing dates

FAQ

What insider transactions did Mizuho (MFG) director Masahiro Kihara report?

Masahiro Kihara reported exercising phantom stock units into 20,474 shares of common stock and a disposition of 8,190 shares to the issuer on July 1, 2026. These transactions reflect equity compensation activity, not open-market buying or selling.

How many Mizuho (MFG) shares did Masahiro Kihara hold after these Form 4 transactions?

The filing shows 52,423 shares held after the acquisition transaction and 44,233 shares held after the disposition to the issuer. Both figures come from separate rows in the report, each reflecting holdings immediately following the respective transaction.

What are phantom stock units in the Mizuho (MFG) Form 4 for Masahiro Kihara?

Each phantom stock unit represents a contingent right to receive one share of Mizuho common stock. According to the filing, these units are settled in cash or common stock at the issuer’s election when they vest or are settled.

What vesting schedule applies to Masahiro Kihara’s Mizuho (MFG) phantom stock units?

Some phantom stock units vested on July 1, 2026, while other grants vest in three equal installments beginning July 1, 2025 and July 1, 2026. This creates a staggered vesting pattern over multiple years for Kihara’s equity-based awards.

At what price were Masahiro Kihara’s Mizuho (MFG) phantom units settled in cash?

The filing states that the disposed portion was settled at JPY 7,814 per share, converted to U.S. dollars using a rate of JPY 1 to $0.006163328. This applied to phantom stock units that vested and were settled in cash.

Did the Mizuho (MFG) Form 4 show open-market stock sales by Masahiro Kihara?

No open-market sales are reported. The disposition of 8,190 shares is labeled as a “Disposition to issuer”, and the other transactions are exercises or conversions of phantom stock units, all categorized as equity compensation-related adjustments.

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^*

Kihara Masahiro

(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)

X	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)
07/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2026		M(1)		20,474	A	$0	52,423	D
Common Stock	07/01/2026		D(1)		8,190(2)	D	$394,432.41(2)	44,233	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(1)	07/01/2026		M			5,928	(3)	(3)	Common Stock	5,928	$0	11,857	D
Phantom Stock Units	(1)	07/01/2026		M			7,267	(4)	(4)	Common Stock	7,267	$0	7,267	D
Phantom Stock Units	(1)	07/01/2026		M			7,279	(5)	(5)	Common Stock	7,279	$0	0	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. 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. These phantom stock units vest in three equal installments beginning July 1, 2026.

4. These phantom stock units vest in three equal installments beginning July 1, 2025.

5. These phantom stock units vested on July 1, 2026.

Remarks:

President & Group CEO

	/s/ Yuki Nishii, as Attorney-In-Fact	07/06/2026
	** 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)