STOCK TITAN

Mizuho Financial (NYSE: MFG) grants CEO new phantom stock units

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Masahiro Kihara, President & Group CEO of Mizuho Financial Group, received two grants of derivative awards tied to common stock. He acquired 15,391 Phantom Stock Units that vest in three equal installments beginning July 1, 2027, and 1,680 Phantom Stock Units – Retirement, which are fully vested upon grant and settle upon his retirement. Each unit represents a contingent right to receive one share of common stock, settled in cash or stock at the company’s election. Following these awards, he holds 15,391 units under the first grant and 44,774 retirement-designated phantom units.

Positive

  • None.

Negative

  • None.
Insider Kihara Masahiro
Role See Remarks
Type Security Shares Price Value
Grant/Award Phantom Stock Units F1, F2 15,391 $0.00 $0.00
Grant/Award Phantom Stock Units - Retirement F1, F3 1,680 $0.00 $0.00
Holdings After Transaction: Phantom Stock Units — 15,391 shares (Direct); Phantom Stock Units - Retirement — 44,774 shares (Direct)
Footnotes (3)
  1. F1. 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.
  2. F2. These phantom stock units vest in three equal installments beginning July 1, 2027.
  3. F3. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.
Phantom Stock Units granted 15,391 units Grant of Phantom Stock Units to Masahiro Kihara on 2026-07-24
Retirement Phantom Units granted 1,680 units Grant of Phantom Stock Units - Retirement on 2026-07-24
Phantom Stock Units following grant 15,391 units Direct holdings of Phantom Stock Units after the non-retirement grant
Retirement Phantom Units following grant 44,774 units Direct holdings of Phantom Stock Units - Retirement after the transaction
Underlying common stock per unit 1 share per unit Each phantom stock unit equals a contingent right to one share of common stock
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.
contingent right financial
"represents a contingent right to receive one share of Issuer Common Stock"
vest financial
"These phantom stock units vest in three equal installments beginning July 1, 2027"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
fully vested upon grant financial
"These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement"
settled in cash or common stock financial
"which will be settled in cash or common stock upon settlement at the Issuer's election"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider activity did MFG report for Masahiro Kihara on this Form 4?

Mizuho Financial Group (MFG) reported that Masahiro Kihara received two grants of phantom stock units. He acquired 15,391 Phantom Stock Units and 1,680 Phantom Stock Units – Retirement, both representing contingent rights linked to issuer common stock.

How many phantom stock units were granted to MFG CEO Masahiro Kihara?

Masahiro Kihara was granted 15,391 Phantom Stock Units and 1,680 Phantom Stock Units – Retirement. Each phantom unit corresponds to a contingent right to receive one share of common stock, settled in cash or stock at Mizuho’s election upon settlement.

What are the vesting terms for Kihara’s 15,391 Phantom Stock Units at MFG?

The 15,391 Phantom Stock Units granted to Masahiro Kihara vest in three equal installments beginning July 1, 2027. These units represent deferred compensation that will be settled later in cash or common stock at the issuer’s election.

How do the Phantom Stock Units – Retirement for MFG’s CEO vest and settle?

The 1,680 Phantom Stock Units – Retirement granted to Masahiro Kihara are fully vested upon grant and settle upon his retirement from Mizuho Financial Group. Settlement will be in cash or common stock, at the issuer’s election, for each unit.

What does each phantom stock unit represent for Mizuho Financial Group (MFG)?

Each phantom stock unit represents a contingent right to receive one share of Mizuho common stock. Upon settlement, the company may choose to deliver either cash or common stock corresponding to the units credited to Masahiro Kihara.

What are Masahiro Kihara’s reported phantom stock holdings after these MFG grants?

After these awards, Masahiro Kihara holds 15,391 Phantom Stock Units under one grant and 44,774 Phantom Stock Units – Retirement. These amounts reflect his direct derivative holdings reported following the July 24, 2026 transactions.
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*
Kihara Masahiro

(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
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
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(1)07/24/2026A15,391 (2) (2)Common Stock15,391$015,391D
Phantom Stock Units - Retirement(1)07/24/2026A1,680 (3) (3)Common Stock1,680$044,774D
Explanation of Responses:
1. 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.
2. These phantom stock units vest in three equal installments beginning July 1, 2027.
3. These phantom stock units are fully vested upon grant and settle upon the Reporting Person's retirement from the Issuer.
Remarks:
President & Group CEO
/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)