Hitomi Makoto 4

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

AI-generated summary of this filing

Updated Jul 6, 2026

Mizuho (MFG) Director Hitomi Makoto Sells 445 Shares for $9.54M

What Happened

Hitomi Makoto, a director of Mizuho Financial Group (MFG), exercised/converted phantom stock units and the filing shows a disposition to the issuer of 445 shares on July 1, 2026 for reported proceeds of $9,536,933 (listed as $21,431.31 per share in the filing). The filing also records an exercise/conversion of 1,112 phantom stock units (derivative transactions recorded at $0).
According to the filing footnotes, these were phantom stock units (contingent rights to receive one share each) and the portion sold (445 shares) was settled in cash. The filing reports the disposal proceeds as $9.54M.

Key Details

Transaction date: July 1, 2026.
Reported sale: 445 shares disposed to the issuer for total proceeds of $9,536,933 (filing shows $21,431.31 per share; see footnote F2 regarding JPY conversion).
Derivative activity: 1,112 phantom stock units were exercised/converted (recorded as M events at $0).
Footnotes of note:
- F1: Phantom stock units = contingent right to one share, settled in cash or stock at issuer’s election.
- F2: The portion sold (445 shares) vested and was settled in cash; filing notes conversion from Japanese yen and lists a per-share disposal price in JPY (¥7,814).
- F4: These phantom units vest in three equal installments beginning July 1, 2026.
Shares owned after the transaction: not specified in the provided filing details.
Filing timing: Report filed July 6, 2026 for a July 1 transaction — more than two business days after the trade, which may indicate a late Form 4 filing.

Context

This was an exercise/conversion of phantom stock units with a cash settlement of a portion (445 shares) back to the issuer rather than an open-market sale. Cash settlement or issuer repurchase of exercised units is commonly administrative (paying out vested awards) rather than a directional bet on the stock.
For retail investors: exercises and issuer-settled disposals are routine for executive compensation plans; they differ from open-market insider sales because they reflect vesting/settlement mechanics. Check the full Form 4 for complete ownership totals and any further details.

Form 4

Period: 2026-07-01

Director

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-07-01+1,112→ 4,982 total
Disposition to Issuer
Common Stock
[F1][F2]
2026-07-01$21431.31/sh−445$9,536,933→ 4,537 total
Exercise/Conversion
Phantom Stock Units
[F1][F4]
2026-07-01−1,112→ 2,224 total
→ Common Stock (1,112 underlying)

Holdings

Footnotes (4)

[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.

Signature

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

1 file