[FWP] Mizuho Financial Group, Inc. American Free Writing Prospectus

Rhea-AI Filing Summary

Mizuho Financial Group announces a major debt offering comprising three series of notes totaling $3 billion:

• 2031 Fixed-to-Fixed Notes: $1.25 billion at 4.711% initial rate, resetting July 2030
• 2036 Fixed-to-Fixed Notes: $1 billion at 5.323% initial rate, resetting July 2035
• 2031 Floating Rate Notes: $750 million at Compounded Daily SOFR + 1.25%

All notes are rated A1 (Moody's) / A- (S&P) and will be listed on Luxembourg's Euro MTF Market. The proceeds will fund an internal TLAC loan to Mizuho Bank for general corporate purposes. Each series includes a one-time call option one year before maturity. The offering features a broad syndicate led by Mizuho Securities USA, J.P. Morgan, and BMO Capital Markets.

Positive

• Strong debt issuance: Mizuho Financial Group raising $3B total through three note offerings, demonstrating robust access to capital markets
• Solid credit ratings: Notes rated A1 (Moody's) / A- (S&P), indicating strong creditworthiness
• Strategic TLAC enhancement: Proceeds will strengthen internal Total Loss-Absorbing Capacity (TLAC) of Mizuho Bank, improving financial resilience
• Diverse funding structure: Mix of fixed-to-fixed reset rates and floating rate notes shows sophisticated liability management

Negative

• Higher borrowing costs: Notes carry relatively high interest rates (4.711% - 5.323%) reflecting elevated rate environment
• Limited redemption flexibility: Notes can only be redeemed in whole, not in part, limiting issuer's future liability management options

Filed Pursuant to Rule 433
Registration No. 333-282497

Pricing Term Sheet

Senior Callable Fixed-to-Fixed Reset Rate Notes due 2031

 

Issuer:	  	Mizuho Financial Group, Inc. (the “Issuer”)
Expected Security Ratings:*	  	A1 (Moody’s) / A- (S&P)
Securities Offered:	  	Aggregate principal amount of U.S.$1,250,000,000 4.711% senior callable fixed-to-fixed reset rate notes due 2031
Issue Price:	  	100.000%
Maturity Date:	  	July 8, 2031
Treasury Benchmark:	  	5-year U.S. Treasury, 4.000% due May 31, 2030
Treasury Benchmark Price / Yield:	  	100-29 3/4 / 3.791%
Spread to Treasury Benchmark:	  	92 basis points
Reoffer Yield:	  	4.711%
Coupon:	  	From and including July 8, 2025 to, but excluding, July 8, 2030 (the “Reset Date”), the Notes will bear interest at the fixed rate of 4.711% per annum.   From and including the Reset Date to, but excluding, the Maturity Date, the Notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined in the preliminary prospectus supplement) as determined by The Bank of New York Mellon as calculation agent on the second Business Day (as defined below) immediately preceding the Reset Date, plus 0.92% (the “Reset Fixed Rate”).   The determination of the applicable U.S. Treasury Rate and the Reset Fixed Rate is subject to the provisions set forth under “Description of the Notes—Fixed-to-Fixed Reset Rate Notes—Reset Fixed Rate Period” in the preliminary prospectus supplement.
Interest Payment Dates:	  	Semi-annually in arrears on January 8 and July 8 of each year, starting on January 8, 2026
Day Count:	  	30/360
Ranking:	  	Direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu and without preference among themselves and with all other unsecured obligations, other than subordinated obligations of the Issuer (except for statutorily preferred exceptions) from time to time outstanding.
Trade Date:	  	June 26, 2025
Settlement Date:	  	July 8, 2025 (T+7)
Business Days:	  	New York and Tokyo
Minimum Denomination:	  	U.S.$200,000 or integral multiples of U.S.$1,000 in excess thereof.

Optional Redemption:	  	The Issuer may redeem the Notes, at its option, in whole, but not in part, on July 8, 2030, upon not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to the sum of 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
Use of Proceeds:	  	The Issuer intends to use the net proceeds of the offering to make a loan that is intended to qualify as internal TLAC under the Japanese TLAC Standard to Mizuho Bank, Ltd. (“Mizuho Bank”), and Mizuho Bank intends to utilize such funds for its general corporate purposes.
Listing:	  	Luxembourg Stock Exchange’s Euro MTF Market
Billing and Delivering:	  	Mizuho Securities USA LLC
Joint Lead Managers and Joint Bookrunners:	  	Mizuho Securities USA LLC, J.P. Morgan Securities LLC and BMO Capital Markets Corp.
Joint Lead Managers:	  	BofA Securities, Inc. and Goldman Sachs & Co. LLC
Senior Co-Managers:	  	Rabo Securities USA, Inc. and Danske Markets Inc.
Co-Managers:	  	Daiwa Capital Markets America Inc., BNY Mellon Capital Markets, LLC, CIBC World Markets Corp., The Governor and Company of the Bank of Ireland, KKR Capital Markets LLC, TD Securities (USA) LLC, Academy Securities, Inc., AmeriVet Securities, Inc., CastleOak Securities, L.P., Drexel Hamilton, LLC, Great Pacific Securities, Loop Capital Markets LLC, Mischler Financial Group, Inc., R. Seelaus & Co., LLC, Samuel A. Ramirez & Company, Inc. and Siebert Williams Shank & Co., LLC
CUSIP:	  	60687Y DL0
ISIN:	  	US60687YDL02
Common Code:	  	310606758

*Note: A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time by the assigning rating agencies.

This communication is intended for the sole use of the person to whom it is provided by us. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC and which are incorporated by reference therein for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Mizuho Securities USA LLC, toll free at 1-866-271-7403, J.P. Morgan Securities LLC, at 1-212-834-4533 or BMO Capital Markets Corp., at 1-888-200-0266.

No EEA or UK PRIIPs KID – No EEA or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK. See “Prohibition of Sales to EEA Retail Investors” and “Prohibition of Sales to UK Retail Investors” in the preliminary prospectus supplement.

Pricing Term Sheet

Senior Callable Fixed-to-Fixed Reset Rate Notes due 2036

 

Issuer:	  	Mizuho Financial Group, Inc. (the “Issuer”)
Expected Security Ratings:*	  	A1 (Moody’s) / A- (S&P)
Securities Offered:	  	Aggregate principal amount of U.S.$1,000,000,000 5.323% senior callable fixed-to-fixed reset rate notes due 2036
Issue Price:	  	100.000%
Maturity Date:	  	July 8, 2036
Treasury Benchmark:	  	10-year U.S. Treasury, 4.250% due May 15, 2035
Treasury Benchmark Price / Yield:	  	99-31 / 4.253%
Spread to Treasury Benchmark:	  	107 basis points
Reoffer Yield:	  	5.323%
Coupon:	  	From and including July 8, 2025 to, but excluding, July 8, 2035 (the “Reset Date”), the Notes will bear interest at the fixed rate of 5.323% per annum.   From and including the Reset Date to, but excluding, the Maturity Date, the Notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined in the preliminary prospectus supplement) as determined by The Bank of New York Mellon as calculation agent on the second Business Day (as defined below) immediately preceding the Reset Date, plus 1.07% (the “Reset Fixed Rate”).   The determination of the applicable U.S. Treasury Rate and the Reset Fixed Rate is subject to the provisions set forth under “Description of the Notes—Fixed-to-Fixed Reset Rate Notes—Reset Fixed Rate Period” in the preliminary prospectus supplement.
Interest Payment Dates:	  	Semi-annually in arrears on January 8 and July 8 of each year, starting on January 8, 2026
Day Count:	  	30/360
Ranking:	  	Direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu and without preference among themselves and with all other unsecured obligations, other than subordinated obligations of the Issuer (except for statutorily preferred exceptions) from time to time outstanding.
Trade Date:	  	June 26, 2025
Settlement Date:	  	July 8, 2025 (T+7)
Business Days:	  	New York and Tokyo
Minimum Denomination:	  	U.S.$200,000 or integral multiples of U.S.$1,000 in excess thereof.

Optional Redemption:	  	The Issuer may redeem the Notes, at its option, in whole, but not in part, on July 8, 2035, upon not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to the sum of 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
Use of Proceeds:	  	The Issuer intends to use the net proceeds of the offering to make a loan that is intended to qualify as internal TLAC under the Japanese TLAC Standard to Mizuho Bank, Ltd. (“Mizuho Bank”), and Mizuho Bank intends to utilize such funds for its general corporate purposes.
Listing:	  	Luxembourg Stock Exchange’s Euro MTF Market
Billing and Delivering:	  	Mizuho Securities USA LLC
Joint Lead Managers and Joint Bookrunners:	  	Mizuho Securities USA LLC, J.P. Morgan Securities LLC and BMO Capital Markets Corp.
Joint Lead Managers:	  	BofA Securities, Inc. and Goldman Sachs & Co. LLC
Senior Co-Managers:	  	Rabo Securities USA, Inc. and Danske Markets Inc.
Co-Managers:	  	Daiwa Capital Markets America Inc., BNY Mellon Capital Markets, LLC, CIBC World Markets Corp., The Governor and Company of the Bank of Ireland, KKR Capital Markets LLC, TD Securities (USA) LLC, Academy Securities, Inc., AmeriVet Securities, Inc., CastleOak Securities, L.P., Drexel Hamilton, LLC, Great Pacific Securities, Loop Capital Markets LLC, Mischler Financial Group, Inc., R. Seelaus & Co., LLC, Samuel A. Ramirez & Company, Inc. and Siebert Williams Shank & Co., LLC
CUSIP:	  	60687Y DM8
ISIN:	  	US60687YDM84
Common Code:	  	310606766

*Note: A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time by the assigning rating agencies.

This communication is intended for the sole use of the person to whom it is provided by us. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC and which are incorporated by reference therein for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Mizuho Securities USA LLC, toll free at 1-866-271-7403, J.P. Morgan Securities LLC, at 1-212-834-4533 or BMO Capital Markets Corp., at 1-888-200-0266.

No EEA or UK PRIIPs KID – No EEA or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK. See “Prohibition of Sales to EEA Retail Investors” and “Prohibition of Sales to UK Retail Investors” in the preliminary prospectus supplement.

Pricing Term Sheet

Senior Callable Floating Rate Notes due 2031

 

Issuer:	  	Mizuho Financial Group, Inc. (the “Issuer”)
Expected Security Ratings:*	  	A1 (Moody’s) / A- (S&P)
Securities Offered:	  	Aggregate principal amount of U.S.$750,000,000 senior callable floating rate notes due 2031
Issue Price:	  	100.000%
Maturity Date:	  	July 8, 2031
Interest Rate:	  	A per annum rate equal to Compounded Daily SOFR (as defined below), plus 1.25%, payable quarterly in arrears, subject to the benchmark transition provisions set forth in the preliminary prospectus supplement.
Compounded Daily SOFR:	  	In respect of each Interest Period (as defined below), the rate of return on a daily compounded interest investment during the relevant SOFR Observation Period (as defined below) (with the daily SOFR reference rate as the reference rate for the calculation of interest) which will be determined by The Bank of New York Mellon as calculation agent on the relevant Interest Determination Date (as defined below) in accordance with the specific formula described under “Description of the Notes—Floating Rate Notes—Compounded Daily SOFR” in the preliminary prospectus supplement.
Interest Payment Dates:	  	January 8, April 8, July 8 and October 8 of each year, starting on October 8, 2025, subject to adjustment as explained below (each, an “Interest Payment Date”), and ending on the Maturity Date or, if redeemed early, the date of such redemption, with interest accruing from (and including) the Settlement Date.   If any Interest Payment Date (other than the Maturity Date or any early redemption date for taxation reasons) falls on a day that is not a Business Day (as defined below), that Interest Payment Date will be adjusted in accordance with the Modified Following Business Day Convention.   The term “Modified Following Business Day Convention” means that the relevant date shall be postponed to the first following day that is a Business Day (and interest will continue to accrue to, but excluding, such succeeding Business Day), unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day (and interest will accrue to, but excluding, such preceding Business Day).

Interest Period:	  	Each period beginning from (and including) July 8, 2025 to (but excluding) the first Interest Payment Date, or from (and including) any Interest Payment Date to (but excluding) the next Interest Payment Date, or from (and including) any Interest Payment Date immediately preceding the applicable redemption date to (but excluding) such redemption date; provided, however, that, in the case of any Interest Period during which any Floating Rate Notes become due and payable on a date other than an Interest Payment Date, such Interest Period will end on (but exclude) such date on which such Floating Rate Notes have become due and payable.
Interest Determination Date:	  	The date that is five Business Days before each Interest Payment Date.
SOFR Observation Period:	  	In respect of each Interest Period, the period from, and including, the date that is five Business Days preceding the first date in such Interest Period to, but excluding, the date that is five Business Days preceding the Interest Payment Date for such Interest Period (or in respect of the payment of any interest in connection with any redemption of any Notes, the period from, and including, the date that is five Business Days preceding the first date in the Interest Period in which such redemption occurs to, but excluding, the date that is five Business Days before such redemption date).
Day Count:	  	ACT/360
Ranking:	  	Direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu and without preference among themselves and with all other unsecured obligations, other than subordinated obligations of the Issuer (except for statutorily preferred exceptions) from time to time outstanding.
Trade Date:	  	June 26, 2025
Settlement Date:	  	July 8, 2025 (T+7)
Business Days:	  	A day which is a U.S. Government Securities Business Day (as defined below) and which is not a day on which banking institutions in New York or Tokyo are authorized by law or regulation to close.   The term “U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Minimum Denomination:	  	U.S.$200,000 or integral multiples of U.S.$1,000 in excess thereof.

Optional Redemption:	  	The Issuer may redeem the Notes, at its option, in whole, but not in part, on July 8, 2030, upon not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to the sum of 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
Use of Proceeds:	  	The Issuer intends to use the net proceeds of the offering to make a loan that is intended to qualify as internal TLAC under the Japanese TLAC Standard to Mizuho Bank, Ltd. (“Mizuho Bank”), and Mizuho Bank intends to utilize such funds for its general corporate purposes.
Listing:	  	Luxembourg Stock Exchange’s Euro MTF Market
Billing and Delivering:	  	Mizuho Securities USA LLC
Joint Lead Managers and Joint Bookrunners:	  	Mizuho Securities USA LLC, J.P. Morgan Securities LLC and BMO Capital Markets Corp.
Joint Lead Managers:	  	BofA Securities, Inc. and Goldman Sachs & Co. LLC
Senior Co-Managers:	  	Rabo Securities USA, Inc. and Danske Markets Inc.
Co-Managers:	  	Daiwa Capital Markets America Inc., BNY Mellon Capital Markets, LLC, CIBC World Markets Corp., The Governor and Company of the Bank of Ireland, KKR Capital Markets LLC, TD Securities (USA) LLC, Academy Securities, Inc., AmeriVet Securities, Inc., CastleOak Securities, L.P., Drexel Hamilton, LLC, Great Pacific Securities, Loop Capital Markets LLC, Mischler Financial Group, Inc., R. Seelaus & Co., LLC, Samuel A. Ramirez & Company, Inc. and Siebert Williams Shank & Co., LLC
CUSIP:	  	60687Y DN6
ISIN:	  	US60687YDN67
Common Code:	  	310606774

*Note: A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time by the assigning rating agencies.

This communication is intended for the sole use of the person to whom it is provided by us. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC and which are incorporated by reference therein for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Mizuho Securities USA LLC, toll free at 1-866-271-7403, J.P. Morgan Securities LLC, at 1-212-834-4533 or BMO Capital Markets Corp., at 1-888-200-0266.

No EEA or UK PRIIPs KID – No EEA or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK. See “Prohibition of Sales to EEA Retail Investors” and “Prohibition of Sales to UK Retail Investors” in the preliminary prospectus supplement.

FAQ

What is the size and interest rate of MFG's 2031 fixed-rate notes offering?

MFG (Mizuho Financial Group) is offering US$1.25 billion of senior callable fixed-to-fixed reset rate notes due 2031 with an initial interest rate of 4.711%. The notes will have a reset rate on July 8, 2030, which will be equal to the U.S. Treasury Rate plus 0.92%.

When can MFG redeem the 2036 notes and at what price?

MFG can redeem the 2036 notes on July 8, 2035, in whole but not in part, with 15-60 days' prior notice. The redemption price will be 100% of the principal amount plus accrued and unpaid interest to the redemption date.

How will MFG use the proceeds from these note offerings?

MFG intends to use the net proceeds to make a loan to Mizuho Bank, Ltd. that is intended to qualify as internal TLAC (Total Loss-Absorbing Capacity) under the Japanese TLAC Standard. Mizuho Bank will use these funds for its general corporate purposes.

What are the credit ratings for MFG's 2025 note offerings?

The notes have expected security ratings of A1 from Moody's and A- from S&P. However, the filing notes that security ratings are not recommendations to buy, sell, or hold securities and may be subject to revision or withdrawal at any time.

What is the structure of MFG's floating rate notes due 2031?

MFG is offering US$750 million of senior callable floating rate notes due 2031. The interest rate will be Compounded Daily SOFR plus 1.25%, paid quarterly. The notes can be redeemed on July 8, 2030, at 100% of principal plus accrued interest.