Samejima Makoto 4

What Happened
Samejima Makoto, Chief Financial Officer of Mizuho Financial Group, had phantom stock units vest on June 1, 2026 and converted/exercised those derivative units. The Form 4 shows 1,703 units were converted (exercise/conversion of derivative, code M), and 682 of the resulting shares were disposed to the issuer (code D) for a total reported proceeds of $20,984,028. The filing indicates this disposal represents the portion of phantom stock units settled in cash rather than an open-market sale.

Key Details

• Transaction date: June 1, 2026; Form 4 filed June 3, 2026 (timely filing).
• Reported transactions:
  • Exercise/conversion (M): 1,703 units → 1,703 shares acquired at $0.00 (derivative conversion).
  • Disposition to issuer (D): 682 shares disposed for a total of $20,984,028 (per-share amount shown on the form).
• Footnotes:
  • F1: Each phantom stock unit is a contingent right to one share, settled in cash or stock at the issuer’s election.
  • F2: The 682 shares represent the portion of phantom units that vested and were settled in cash; price reported was converted from JPY and the units were disposed at JPY 7,185 per share.
  • F3: The phantom units vested on June 1, 2026.
• Shares owned after the transaction: not disclosed in the provided filing.

Context
This was not an open-market sale but a cash settlement of vested phantom stock units (common compensation practice). Transaction codes: M = exercise/conversion of a derivative award; D = disposition to issuer (cash settlement). Because part of the award was settled for cash, this activity is typically routine compensation-related cashing out of vested awards rather than a signal of market view.