Yagi Minako 4

4 · MIZUHO FINANCIAL GROUP INC · Filed Jul 6, 2026

AI-generated summary of this filing

Updated Jul 6, 2026

Mizuho (MFG) Group CAE Minako Yagi Sells Shares for $72.6M

What Happened

Minako Yagi, Group Chief Audit Executive (Group CAE) of Mizuho Financial Group (MFG), converted phantom stock units and had a cash settlement to the issuer. On July 1, 2026 she disposed 1,228 shares to the issuer for $72,624,878 (reported as $59,140.78 per share). The filing also shows conversions/exercises of phantom stock units totaling additional amounts (3,069 shares acquired via conversion and two other conversion lines for 1,475 and 1,594 shares reported with $0 value).
The 1,228-share disposition reflects a cash settlement of vested phantom stock units (footnote F2). The other conversion/“M” transactions are the exercise/conversion of phantom units (derivative transactions) and were reported with $0 cost or immediate cash value.

Key Details

Transaction date: July 1, 2026; filing date (Form 4): July 6, 2026.
Main cash settlement: 1,228 shares disposed to issuer for $72,624,878 (reported price per share $59,140.78).
Other reported derivative activity on July 1, 2026: exercised/converted 3,069 shares (acquired, $0 reported) and conversions of 1,475 and 1,594 shares (reported $0).
Shares owned after the transactions: not specified in the excerpt; footnote F3 refers to ESOP account holdings as of May 31, 2026.
Notable footnotes:
- F1: Phantom stock units = contingent right to receive one share, settled in cash or stock at the issuer’s election.
- F2: The 1,228 shares were the portion that vested and were settled in cash; the filing notes conversion from JPY to USD and that the shares were disposed at JPY 7,814 per share.
- F4/F5: Other phantom units have multi-year vesting schedules (three equal installments beginning July 1, 2026 and July 1, 2025).
Filing timeliness: Form 4 was filed July 6 covering July 1 transactions; no late-filing flag indicated.

Context

These transactions involve phantom stock units (a non‑cash award that can be settled in cash or shares) rather than an open-market sale. The 1,228-share line is a cash settlement of vested phantom units; other lines show conversions/exercises of phantom units with $0 reported cash cost.
Such settlements are typically part of compensation/vesting processes; they are not the same as an insider selling existing shares on the open market.

Form 4

Period: 2026-07-01

See Remarks

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-07-01+3,069→ 6,462 total
Disposition to Issuer
Common Stock
[F1][F2]
2026-07-01$59140.78/sh−1,228$72,624,878→ 5,234 total
Exercise/Conversion
Phantom Stock Units
[F1][F4]
2026-07-01−1,475→ 2,952 total
→ Common Stock (1,475 underlying)
Exercise/Conversion
Phantom Stock Units
[F1][F5]
2026-07-01−1,594→ 1,595 total
→ Common Stock (1,594 underlying)

Holdings

Footnotes (5)

[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.
[F2]Represents the portion of the phantom stock units that vested and being settled in cash. The price reported herein was converted from Japanese yen to United States dollars at a conversion price of JPY 1 to U.S. $0.006163328. These shares were disposed of at a price per share of JPY7,814.
[F3]Represents the number of shares in the Reporting Person's Employee Stock Ownership Plan ("ESOP") account as of May 31, 2026.
[F4]These phantom stock units vest in three equal installments beginning July 1, 2026.
[F5]These phantom stock units vest in three equal installments beginning July 1, 2025.

Signature

/s/ Yuki Nishii, as Attorney-In-Fact|2026-07-06

1 file