Kihara Masahiro 4

What Happened

• Masahiro Kihara, President & Group CEO of Mizuho Financial Group (MFG), had phantom stock units vest and was involved in conversion/exercise and a large disposition on July 1, 2026. The filing shows an acquisition/conversion of 20,474 shares (derivative exercise, reported $0 acquisition cost) and a disposition to the issuer of 8,190 shares with a reported total value of $3,230,401,438.
• The Form 4 also lists several derivative exercises/conversions (M code) of 5,928, 7,267 and 7,279 shares that are reported as disposed (each shown with $0 per-share in the transaction lines). Footnotes explain these were phantom stock units that vested and are settled in cash or common stock at the issuer’s election.

Key Details

• Transaction date: July 1, 2026; Form filed: July 6, 2026 (filed 5 days after the reported transactions — check official filing for timeliness).
• Reported disposition: 8,190 shares with total reported proceeds of $3,230,401,438 (see footnote F2 for per‑share price).
• Footnote F2 clarifies the shares were disposed at JPY 7,814 per share, converted at JPY 1 = USD 0.006163328 (implying roughly $48.17 per share). Footnote F1 notes each phantom unit represents a contingent right to one share, settled in cash or stock at the issuer’s election.
• Other footnotes: F3–F5 describe vesting schedules (some units vest in three equal installments beginning July 1, 2025 or July 1, 2026; some vested on July 1, 2026).
• Shares owned after the transactions are not included in the provided extract — see the full SEC filing for post-transaction holdings and exact settlement details.

Context

• These were phantom stock unit settlements and derivative conversions rather than open-market purchases or sales. Footnote F2 indicates the settlement in this case involved cash (the units "being settled in cash"), which is effectively a cash settlement of vested phantom units rather than a typical market sale by the insider.
• Phantom-unit settlements and employer-directed dispositions (to the issuer) are often administrative/tax-related and do not necessarily signal the insider’s view on the company’s outlook.