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Mizuho Financial Group, Inc. filings document foreign-issuer disclosures for a Japanese financial group whose ADRs represent one-fifth of an ordinary share. Form 6-K reports cover share repurchase progress, cancellation of common stock, capital-ratio announcements, board and corporate executive changes, and materials incorporated by reference into a Form F-3 registration statement.
The filings also record governance under Japan's Companies Act, Tokyo Stock Exchange issuer information, legal opinions and consents tied to securities registration, and capital adequacy measures reported for Mizuho Financial Group and banking subsidiaries.
Mizuho Financial Group officer Komatsu Minori reported compensation-related share movements involving phantom stock units and common stock. On June 1, 2026, 659 phantom stock units vested and were exercised into 659 shares of common stock. Each phantom unit represents a contingent right to receive one share, settled in cash or stock at the issuer’s election. A portion representing 264 common shares was then disposed of back to the issuer in a transaction settled in cash, while 395 common shares remained directly owned following the transactions. The disposition used a price derived from JPY 7,185 per share, converted at JPY 1 to U.S. $0.006279041, underscoring that these were internal settlements rather than open-market trades.
Group Chief Strategy Officer Koyama Takeshi of Mizuho Financial Group Inc. exercised 1,048 phantom stock units into the same number of common shares on June 1, 2026, and disposed of 420 common shares to the issuer, with some units settled in cash. After these transactions, he directly held 9,612 common shares. Cash settlements were based on a price of JPY 7,185 per share using an exchange rate of JPY 1 to U.S. $0.006279041.
Mizuho Financial Group Group Chief Financial Officer Makoto Samejima reported compensation-related share transactions. He exercised 1,703 phantom stock units into an equal number of common shares, fully settling this derivative award. On the same date, he disposed of 682 common shares back to the issuer in a transaction labeled as a disposition to the company. After these moves, he directly holds 4,211 common shares. Footnotes explain that each phantom stock unit represented a contingent right to one common share, settled in cash or stock at the issuer’s election, and that a portion of the units vested and was settled in cash using a reference price of JPY 7,185 per share and an exchange rate of JPY 1 to U.S. $0.006279041.
Mizuho Financial Group’s Group Chief Compliance Officer, Fusae Akamatsu, reported routine equity compensation adjustments. On June 1, 2026, Akamatsu returned 312 shares of common stock to the issuer in a disposition to the company. On the same date, 778 phantom stock units were exercised into 778 shares of common stock.
Each phantom stock unit represented a contingent right to receive one share of common stock, settled in cash or stock at the issuer’s election. A portion of the vested phantom units was settled in cash, with those units disposed at a price of JPY 7,185 per unit. After the exercise, no phantom stock units remain outstanding from this award.
Mizuho Financial Group, Inc. reported progress on its ongoing share repurchase program authorized under the Companies Act of Japan and its Articles of Incorporation. Between May 18, 2026 and May 31, 2026, the company repurchased 2,085,100 shares of common stock for a total of ¥14,800,736,200 through market purchases utilizing a trust method. The current authorization permits repurchases of up to 25,000,000 shares, equal to 1.0% of total shares outstanding excluding treasury stock as of March 31, 2026, for an aggregate amount of up to ¥100,000,000,000 during the period from May 18, 2026 to August 31, 2026.
Mizuho Financial Group, Inc. is amending a prior disclosure by furnishing corrected English translations of its FY 2026 Ordinary General Shareholders’ Meeting notice and Business Report. The updated documents cover the period from April 1, 2025 to March 31, 2026 and replace the earlier Form 6-K in full.
Mizuho Financial Group, Inc. reports that the shareholders who had submitted a proposal for its 24th Ordinary General Meeting of Shareholders have now withdrawn that proposal. The withdrawn item sought a partial amendment to the Articles of Incorporation concerning risks associated with the consolidation of Orient Corporation.
The proposing shareholders decided to withdraw after a timely disclosure by Orient Corporation on May 15, 2026 confirmed that Mizuho Bank’s shareholding ratio in Orient had decreased, which they viewed as a significant change in the basis for their proposal. Mizuho’s Board of Directors has resolved to consent to this withdrawal and to partially amend the matters to be resolved at the meeting scheduled for June 26, 2026.
The company notes that the convocation notice for the meeting and related voting materials, dated May 28, 2026, were prepared before the withdrawal and therefore still include the original shareholder proposal. Mizuho requests that shareholders exercise their voting rights on Proposal 1, the appointment of fourteen directors, as proposed by the company.
Mizuho Financial Group, Inc. submitted a Form 6-K as a foreign private issuer to provide U.S. investors with English translations of materials filed in Japan. The filing furnishes the Notice of Convocation of the FY 2026 Ordinary General Shareholders’ Meeting and the Business Report for the period from April 1, 2025 to March 31, 2026, both originally filed with the Tokyo Stock Exchange.
Mizuho Financial Group, through its subsidiary Mizuho Bank, agreed a strategic capital and business alliance with Rakuten Bank to link Mizuho’s corporate lending with Rakuten’s retail deposits and build a new credit creation model. Under the arrangement, Rakuten Bank will deliver 23,559,673 Class A shares to Mizuho Bank, which are intended to be converted into common shares on October 1, 2026, making Mizuho Bank a major shareholder with 10.52% of Rakuten Bank’s voting rights. The partners plan joint initiatives in corporate loan purchases, securitized receivables, digital banking services and operational efficiency, while Mizuho accepts restrictions on further share dealings to preserve Rakuten Bank’s autonomy. Rakuten Bank is also forecasting ordinary income of 314,669 million yen and net profit of 81,325 million yen for the fiscal year ending March 2027, up from 255,579 million yen and 73,072 million yen respectively in the prior year.
Mizuho Financial Group submitted a Form 6-K to clarify media reports about a potential investment in Rakuten Bank, Ltd. The company states that the information reported by Yomiuri Shimbun was not announced by Mizuho. It confirms that various examinations are underway, including the possibility of investing in Rakuten Bank, based on a February 25, 2026 announcement by Rakuten Group and Rakuten Bank about renewed discussions on reorganizing Rakuten’s FinTech business. Mizuho emphasizes that no decision has been made at present and commits to disclosing any pertinent information in a timely and appropriate manner once a decision is reached.