Yagi Minako 4

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.