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

Mizuho Financial Group (NYSE: MFG) awards 490 phantom stock units to director

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

Rhea-AI Filing Summary

Tezuka Masahiko reported acquisition or exercise transactions in this Form 4 filing.

Mizuho Financial Group director Masahiko Tezuka received a grant of 490 phantom stock units linked to Mizuho common stock on July 24, 2026. The units are fully vested and settle in cash or shares at retirement, bringing his phantom stock holdings to 3,230 units. He also holds 984.818 common shares indirectly through an ESOP as of June 30, 2026.

Positive

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Negative

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Insider Tezuka Masahiko
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units - Retirement F2, F3 490 $0.00 $0.00
holding Common Stock F1 -- -- --
Holdings After Transaction: Phantom Stock Units - Retirement — 3,230 shares (Direct); Common Stock — 984.818 shares (Indirect, By ESOP)
Footnotes (3)
  1. F1. Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of June 30, 2026.
  2. F2. 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.
  3. F3. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.
Phantom units granted 490.0000 units Grant of phantom stock units to director Masahiko Tezuka on July 24, 2026
Phantom units after grant 3230.0000 units Total phantom stock units held following the July 24, 2026 award
Indirect ESOP common shares 984.8180 shares Common stock held indirectly by ESOP account as of June 30, 2026
Unit-to-share relationship 1 share per unit Each phantom stock unit represents a contingent right to receive one share of common stock
phantom stock unit financial
"Each phantom stock unit represents a contingent right to receive one share"
Employee Stock Ownership Plan ("ESOP") financial
"Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP")"
contingent right financial
"Each phantom stock unit represents a contingent right to receive one share"

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FAQ

What insider transaction did Mizuho Financial Group (MFG) report for Masahiko Tezuka?
Mizuho Financial Group reported that director Masahiko Tezuka received a grant of 490 phantom stock units on July 24, 2026. These units are fully vested, tied to Mizuho common stock, and will settle in cash or shares upon his retirement at the company’s election.

How many phantom stock units were granted to Masahiko Tezuka at MFG?
Masahiko Tezuka was granted 490 phantom stock units at Mizuho Financial Group. Each unit represents a contingent right to receive one share of common stock, settled in cash or stock at Mizuho’s election when the award settles upon his retirement from the issuer.

What are Masahiko Tezuka’s total phantom stock holdings at Mizuho (MFG) after this grant?
After the July 24, 2026 grant, Masahiko Tezuka holds a total of 3,230 phantom stock units at Mizuho Financial Group. These units are fully vested and will be settled in either cash or common stock when he retires, as determined by the issuer.

How many MFG common shares does Masahiko Tezuka hold through the ESOP and as of what date?
Masahiko Tezuka holds 984.818 shares of Mizuho common stock indirectly through an Employee Stock Ownership Plan (ESOP). This ESOP balance is reported as of June 30, 2026, reflecting shares credited to his ESOP account at that date.

How will Mizuho Financial Group (MFG) settle Masahiko Tezuka’s phantom stock units?
Each phantom stock unit gives Tezuka a contingent right to one share of common stock, but settlement will be in cash or stock at Mizuho’s election. The phantom stock units are fully vested and will be settled upon his retirement from the issuer.
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*
Tezuka Masahiko
(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
Common Stock984.818(1)IBy ESOP
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(2)07/24/2026A490 (3) (3)Common Stock490$03,230D
Explanation of Responses:
1. Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of June 30, 2026.
2. 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.
3. 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