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

Mizuho Financial Group (MFG) grants phantom stock unit awards to executive

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

Rhea-AI Filing Summary

Akita Natsumi reported acquisition or exercise transactions in this Form 4 filing.

Akita Natsumi, a senior officer of Mizuho Financial Group, received compensation-related awards of 3,858 phantom stock units and 540 retirement-designated phantom units, each linked to one common share. The 3,858 units vest in three equal installments beginning July 1, 2027, while the 540 units are fully vested and settle at retirement. She also holds 5,414.782 common shares indirectly through an ESOP account.

Positive

  • None.

Negative

  • None.
Insider Akita Natsumi
Role See Remarks
Type Security Shares Price Value
Grant/Award Phantom Stock Units F2, F3 3,858 $0.00 $0.00
Grant/Award Phantom Stock Units - Retirement F2, F4 540 $0.00 $0.00
holding Common Stock F1 -- -- --
Holdings After Transaction: Phantom Stock Units — 3,858 shares (Direct); Phantom Stock Units - Retirement — 7,630 shares (Direct); Common Stock — 5,414.782 shares (Indirect, By ESOP)
Footnotes (4)
  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 vest in three equal installments beginning July 1, 2027.
  4. F4. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.
Phantom stock units granted 3,858 units Compensation-related phantom stock unit award to Akita Natsumi on July 24, 2026
Retirement-designated phantom units 540 units Fully vested phantom stock units settling upon retirement, granted July 24, 2026
Total phantom units after transactions 7,630 units Total phantom stock units reported following retirement-designated award
Common shares in ESOP 5,414.782 shares Shares in Akita Natsumi’s ESOP account as of June 30, 2026
Phantom Stock Units financial
"Each phantom stock unit represents a contingent right to receive one share"
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.
Employee Stock Ownership Plan ("ESOP") financial
"Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan"
contingent right financial
"Each phantom stock unit represents a contingent right to receive one share"
settled in cash or common stock financial
"which will be settled in cash or common stock upon settlement at the Issuer's election"

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What equity awards did Akita Natsumi report for MFG on this Form 4?
Akita Natsumi reported awards of 3,858 phantom stock units and 540 retirement-designated phantom stock units. Each unit represents a contingent right to receive one share of common stock, settled in cash or stock at Mizuho Financial Group’s election upon settlement.

How do the 3,858 phantom stock units for MFG vest for Akita Natsumi?
The 3,858 phantom stock units vest in three equal installments beginning July 1, 2027. After vesting, each unit remains a contingent right to one common share, settled in cash or stock at the company’s election when the units are ultimately settled.

What are the retirement-designated phantom stock units reported for MFG?
Akita Natsumi received 540 phantom stock units – Retirement, which are fully vested upon grant. These units settle when she retires from Mizuho Financial Group, with each unit corresponding to one share of common stock, paid in cash or shares at the company’s election.

How many MFG common shares does Akita Natsumi hold through the ESOP?
Akita Natsumi’s Employee Stock Ownership Plan account holds 5,414.782 common shares of Mizuho Financial Group as of June 30, 2026. These shares are reported as held indirectly, reflecting the balance in her ESOP account on that date.

Were Akita Natsumi’s MFG transactions made under a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox is not marked as affirmative, indicating these compensation-related awards were not reported as being made pursuant to a Rule 10b5-1 trading plan, based on the disclosure in this Form 4.

What is the total phantom stock position reported by Akita Natsumi in MFG?
Following the retirement-designated award, Akita Natsumi reports holding 7,630 phantom stock units in total. Each unit represents a contingent right to receive one share of Mizuho Financial Group common stock, settled in cash or stock at the issuer’s election.
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*
Akita Natsumi
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
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 Stock5,414.782(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(2)07/24/2026A3,858 (3) (3)Common Stock3,858$03,858D
Phantom Stock Units - Retirement(2)07/24/2026A540 (4) (4)Common Stock540$07,630D
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 vest in three equal installments beginning July 1, 2027.
4. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.
Remarks:
Group Chief Culture Officer (Group CCuO) / Group Chief Branding Officer (Group CBO)
/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