MIZUHO FINANCIAL GROUP INC (MFG) SEC Filings, Jun-Jul 2026

Mizuho Financial Group, Inc. will make an additional cash contribution to its Board Benefit Trust stock compensation program for directors and officers. The company plans to provide JPY 2.9 billion to the trust so the trustee can purchase up to 350,000 Mizuho shares on the market.

The trust will acquire common stock of Mizuho on the stock market between July 14, 2026 and July 22, 2026, based on the resolution of the Compensation Committee. Beneficiaries include directors and executive officers of Mizuho and key group subsidiaries who meet eligibility rules.

Mizuho Financial Group, Inc. reports progress on its ongoing share repurchase program. Between June 1 and June 30, 2026, the company repurchased 3,217,600 shares of its common stock for a total of ¥24,772,914,900 through market purchases utilizing a trust method.

The buyback is part of a previously authorized program to repurchase up to 25,000,000 shares, equal to 1.0% of total shares outstanding excluding treasury stock as of March 31, 2026, for up to ¥100,000,000,000 during the period from May 18 to August 31, 2026. Cumulatively under this authorization, Mizuho has repurchased 5,302,700 shares for ¥39,573,651,100.

Mizuho Financial Group, Inc. filed an extraordinary report detailing the results of voting at its 24th Ordinary General Meeting of Shareholders held on June 26, 2026. The report is incorporated by reference into the company’s Form F-3 shelf registration.

Shareholders voted on a single company proposal to appoint fourteen directors, including Takashi Tsukioka, Kotaro Ohno, Hiromichi Shinohara, Yumiko Noda, Takakazu Uchida, Masahiko Tezuka, Yuki Ikuno, Keiji Kojima, Hidekatsu Take, Makoto Hitomi, Masahiro Kihara, Fusae Akamatsu, Shiro Shiraishi and Makoto Samejima. All nominees were elected, with approval rates ranging from 75% to 99% based on the voting rights exercised prior to and confirmed at the meeting.

Mizuho Financial Group is offering multiple series of senior notes totaling $6,600,000,000 in aggregate principal amount. The offering comprises fixed-to-fixed reset rate notes due 2030 ($1,650,000,000), 2032 ($1,250,000,000), 2037 ($1,000,000,000) and 2047 ($1,000,000,000), plus floating rate notes due 2030 ($700,000,000) and 2032 ($1,000,000,000).

The notes are senior, unsecured obligations intended to qualify as external TLAC under the Japanese TLAC Standard. Net proceeds (approximately $6,574,250,000 before expenses) will be loaned to Mizuho Bank for general corporate purposes. Interest terms include initial fixed coupons and later resets tied to U.S. Treasury rates or Compounded Daily SOFR with specified spreads; optional redemptions and tax redemption features apply.

Mizuho Financial Group proposes an offering of multiple series of senior callable notes due in 2030, 2032, 2037 and 2047, including fixed‑to‑fixed reset rate notes and floating rate notes, subject to completion and pricing. The net proceeds are to be lent to Mizuho Bank for general corporate purposes and the notes are intended to qualify as external TLAC under the Japanese TLAC Standard. The notes will be unsecured, pari passu among themselves, issued in minimum denominations of $200,000 and listed on the Luxembourg Stock Exchange’s Euro MTF market (application pending). Key corporate context: total assets ¥294.9 trillion, deposits ¥179.0 trillion and MHFG shareholders’ equity ¥10.9 trillion as of March 31, 2026; net income attributable to MHFG shareholders for the fiscal year ended March 31, 2026 was ¥1,158.0 billion.

Mizuho Financial Group files its annual report on Form 20-F, outlining performance for the fiscal year ended March 31, 2026 and key risks. Net income attributable to common shareholders was ¥1,158,031 million, up from ¥593,393 million in 2025, with basic earnings per share of ¥466.16. Total assets reached ¥294,895,707 million and loans, net of allowance, were ¥105,078,764 million, while deposits totaled ¥179,038,405 million. Return on equity was 12.92% and return on assets 0.40%, and common dividends rose to ¥145 per share. The report details extensive risk factors, including macroeconomic and geopolitical uncertainty, climate and environmental risks, regulatory capital and liquidity requirements, cyber and IT system vulnerabilities, conduct and compliance risks, and challenges in talent, AI usage and model risk. It also describes Mizuho’s history, global universal banking model, sustainability strategy, and governance framework, including Board oversight of sustainability-related risks and opportunities.

Mizuho Financial Group, Inc. has outlined its position on possibly reducing the investment units for its shares. The company states that a smaller investment unit can help expand its investor base and improve trading liquidity.

Mizuho says it will continue to "carefully consider" any reduction in investment units while monitoring factors such as its share price level and overall market conditions. The notice is provided under Tokyo Stock Exchange Rule 409 because the company’s investment unit was at least 500,000 yen as of March 31, 2026, and it includes standard forward-looking statement cautions.

Mizuho Financial Group’s Group Chief Governance Officer Tatsuya Kurosawa reported compensation-related stock movements involving common shares and phantom stock units. On June 1, 2026, he exercised 719 phantom stock units into an equal number of common shares, eliminating that phantom unit position. The same day, 288 common shares were disposed of to the issuer in a transaction coded as a disposition to issuer, with the filing showing a reported price per share of $12,993.09 and a footnote stating these shares were priced at JPY 7,185. After these transactions, he held 4,536 common shares directly, plus 216 shares held indirectly through his Employee Stock Ownership Plan account as of April 30, 2026.