Filed Pursuant to Rule 424(b)(5)
Registration No. 333-282497

 

The Information in this preliminary prospectus supplement and the accompanying prospectus is incomplete and subject to completion and amendment. This preliminary prospectus supplement and the accompanying prospectus is not an offer to sell, nor does it seek an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED SEPTEMBER 8, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT

(To prospectus dated October 4, 2024)

 

Mizuho Financial Group, Inc.

U.S.$     % Fixed Rate Resetting Perpetual Subordinated Notes

 

 

Mizuho Financial Group, Inc., a joint stock corporation incorporated with limited liability under the laws of Japan (“Mizuho Financial Group” or the “Issuer”), will issue an aggregate principal amount of $     of fixed rate resetting perpetual subordinated notes (the “Notes”).

The Notes will bear interest from (and including) September  , 2026 to (but excluding) December 15, 2036, at the fixed rate of   % per annum, payable semi-annually in arrears on June 15 and December 15 of each year, with the first interest payment to be made on December 15, 2026 (there will therefore be a short first coupon). The rate of interest on the Notes will be reset on December 15, 2036 and each fifth-year anniversary thereafter (each such date, a “Reset Date”), to a fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the applicable Reset Determination Date (as defined below) as described under “Description of the Notes—Interest—Determination of the Reset Fixed Rate and the U.S. Treasury Rate,” plus   %, payable semi-annually in arrears on June 15 and December 15 of each year, with the first interest payment at a reset rate to be made on June 15, 2037.

Under the terms of the Notes, Mizuho Financial Group is permitted in its sole discretion at any time to, and in certain circumstances will be required to, cancel payments of interest on the Notes. Cancelled interest will not accumulate or be due on any subsequent date, and non-payment of such interest will not constitute a default or breach under the Notes or the Indenture (as defined below). See “Description of the Notes—Cancellation of Interest Payments” and “Description of the Notes—No Events of Default or Rights of Acceleration; Breach; Waiver of Breach.”

The Notes are perpetual and have no fixed maturity date or mandatory redemption date. You do not have the right to call for redemption, or accelerate the payment of principal, of the Notes.

The Notes will be written down in full or in part following the occurrence of a Capital Ratio Event (as defined below), a Viability Event (as defined below) or a Bankruptcy Event (as defined below), and notwithstanding anything contrary contained in the Indenture or in the terms of the Notes, payment of principal of and interest on the Notes is subject to a write-down in full or in part following the occurrence of any of such events. See “Description of the Notes—Write-Downs and Write-Ups of the Notes” and “Description of the Notes—Write-Down and Cancellation upon a Viability Event or Bankruptcy Event.”

Mizuho Financial Group may redeem, at its option, the Notes, in whole, but not in part, on each Reset Date at 100% of their original principal amount plus any accrued and unpaid interest to (but excluding) the date fixed for redemption and additional amounts, if and to the extent not cancelled, subject to certain conditions. In addition, Mizuho Financial Group may redeem, at its option, the Notes, in whole, but not in part, upon the occurrence of certain tax or regulatory events at 100% of their current principal amount plus any accrued and unpaid interest to (but excluding) the date fixed for redemption and additional amounts, if and to the extent not cancelled, subject to certain conditions. See “Description of the Notes—Optional Redemption and Repurchases.” The Notes will not be subject to any sinking fund.

The Notes are intended to qualify as Additional Tier 1 capital and as external total loss-absorbing capacity (“TLAC”) debt under the applicable Japanese banking regulations. The Notes will constitute direct and unsecured obligations of Mizuho Financial Group which are conditional and subordinated to Senior Indebtedness (as defined below). See “Description of the Notes—Subordination.” Claims in respect of the Notes shall at all times rank equally and pari passu and without any preference among themselves and at least equally and ratably with all other present and future unsecured, undated, conditional, and subordinated obligations of Mizuho Financial Group (including obligations in respect of undated subordinated guarantees provided by Mizuho Financial Group) and in priority to the rights and claims of holders of all classes of equity (including holders of preference shares (if any)) of Mizuho Financial Group. Upon the occurrence and continuation of a Liquidation Event (as defined below), the rights of the holders of the Notes will be subordinated in right of payment to all existing and future Senior Indebtedness, which term, for the avoidance of doubt, shall include Mizuho Financial Group’s dated subordinated debt securities qualifying as Tier 2 capital under the applicable Japanese banking regulations.

The net proceeds from the issuance and sale of the Notes will be used to make a perpetual subordinated loan to Mizuho Bank (as defined below), which intends to utilize such funds for its general corporate purposes. See “Use of Proceeds.”

The Notes will be represented by one or more global notes deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company (“DTC”), as depositary. Beneficial interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). The Notes will be issued only in registered form in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.

We have made an application to the Luxembourg Stock Exchange to list the Notes on the official list of the Luxembourg Stock Exchange and for such Notes to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market. The Luxembourg Stock Exchange’s Euro MTF Market is not a regulated market for the purposes of Directive 2014/65/EU. This prospectus supplement with the accompanying prospectus constitutes the listing prospectus for purposes of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019. This prospectus supplement and the accompanying prospectus do not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”) nor do they constitute a prospectus for the purposes of the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”) or the Admission to Trading on a Regulated Market Sourcebook of the FCA Handbook in the UK.

Investing in the Notes involves risks. You should carefully consider the risk factors set forth in “Item 3.D. Key Information—Risk Factors” of our most recent annual report on Form  20-F filed with the U.S. Securities and Exchange Commission (the “SEC”), and in the “Risk Factors” section beginning on page S-15 of this prospectus supplement before making any decision to invest in the Notes.

 

 

 

		Per Note				Total
Public offering price(1)				%		$
Underwriting commission				%		$
Proceeds, before expenses, to us(1)				%		$

(1)	Plus accrued interest from September  , 2026, if settlement occurs after that date.

Neither the SEC nor any state securities commission has approved or disapproved of the Notes or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The Notes offered by this prospectus supplement and the accompanying prospectus are being offered by the underwriters, subject to prior sale, withdrawal, cancellation or modification of the offer without notice, to delivery to and acceptance by the underwriters and to certain further conditions. It is expected that the Notes will be delivered in book-entry form only, on or about September  , 2026, through the facilities of DTC and its participants, including Euroclear and Clearstream.

 

 

Joint Lead Managers and Joint Bookrunners

 

Mizuho				J.P. Morgan				BofA Securities
CIBC Capital Markets						SOCIETE GENERALE

 

 

The date of this prospectus supplement is September  , 2026.

 

TABLE OF CONTENTS

Prospectus Supplement

 

		Page
About This Prospectus Supplement			S-iv
Cautionary Statement Regarding Forward-Looking Statements			S-iv
Presentation of Financial and Other Information			S-v
Prospectus Supplement Summary			S-1
The Offering			S-3
Risk Factors			S-15
Use of Proceeds			S-39
Capitalization and Indebtedness			S-40
Selected Financial and Other Information (U.S. GAAP)			S-41
Supplemental Financial and Other Information (Japanese GAAP)			S-43
Description of the Notes			S-51
Taxation			S-77
Certain ERISA Considerations			S-89
Underwriting (Conflicts of Interest)			S-92
Listing and General Information			S-98
Experts			S-100
Legal Matters			S-100
Incorporation by Reference			S-101

Prospectus

 

		Page
About this Prospectus			1
Cautionary Statement Regarding Forward-Looking Statements			3
Risk Factors			4
Mizuho Financial Group, Inc.			5
Capitalization and Indebtedness			6
Use of Proceeds			7
Description of the Debt Securities			8
Taxation			27
Certain ERISA Considerations			27
Plan of Distribution (Conflicts of Interest)			27
Experts			29
Legal Matters			29
Enforcement of Civil Liabilities			29
Where You Can Find More Information			30

 

S-i

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948), as amended, (the “Financial Instruments and Exchange Act”) and are subject to the Special Taxation Measures Act of Japan (Act No. 26 of 1957), as amended (the “Special Taxation Measures Act”). The Notes may not be offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used in this sentence means any person resident of Japan, including any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and governmental guidelines of Japan. See “Underwriting (Conflicts of Interest).” The Notes are not, as part of the distribution by the underwriters pursuant to the underwriting agreement dated the date hereof at any time, to be directly or indirectly offered or sold to, or for the benefit of, any person other than a beneficial owner that is, (i) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with Mizuho Financial Group as described in Article 6, Paragraph 4 of the Special Taxation Measures Act (a “specially-related person of Mizuho Financial Group”) or (ii) a Japanese designated financial institution, designated in Article 6, Paragraph 11 of the Special Taxation Measures Act, except as specifically permitted under the Special Taxation Measures Act. BY SUBSCRIBING FOR THE NOTES, AN INVESTOR WILL BE DEEMED TO HAVE REPRESENTED IT IS A PERSON WHO FALLS INTO THE CATEGORY OF (i) OR (ii) ABOVE.

Interest payments on the Notes will generally be subject to Japanese withholding tax unless it is established that such Notes are held by or for the account of a beneficial owner that is (i) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of Mizuho Financial Group, (ii) a Japanese designated financial institution described in Article 6, Paragraph 11 of the Special Taxation Measures Act which complies with the requirement for tax exemption under that paragraph or (iii) a Japanese public corporation, a Japanese financial institution or a Japanese financial instruments business operator described in Article 3-3, Paragraph 6 of the Special Taxation Measures Act which complies with the requirement for tax exemption under that paragraph.

Interest payments on the Notes to an individual resident of Japan, to a Japanese corporation not described in the preceding paragraph, or to an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of Mizuho Financial Group will be subject to deduction in respect of Japanese income tax at a current rate of 15.315% (15.15% on or after January 1, 2048) of the amount of such interest. Any of the foregoing statements, including applicable tax rates and periods, is subject to changes in tax laws and regulations in Japan after the date hereof.

The European Economic Area

PROHIBITION OF SALES TO EEA RETAIL INVESTORS—The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to any retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

 

S-ii

United Kingdom

PROHIBITION OF SALES TO UK RETAIL INVESTORS—The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the POATRs. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

Singapore Securities and Futures Act 2001 Product Classification

Section 309B(1) Notification—In connection with Section 309B of the Securities and Futures Act 2001 of Singapore (the “SFA”), the Notes are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and “Excluded Investment Products” (as defined in Monetary Authority of Singapore Notice SFA 04-N12: Notice on the Sale of Investment Products and Monetary Authority of Singapore Notice FAA-N16: Notice on Recommendations on Investment Products).

This prospectus supplement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than:

 

(i)

to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA; or

 

(ii)

to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018 of Singapore.

Any reference to the SFA is a reference to the Securities and Futures Act 2001 of Singapore and a reference to any term as defined in the SFA or any provision in the SFA is a reference to that term or provision as modified or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant time.

Investors should note that the offering of the Notes is not subject to the regulatory regime applicable to collective investment schemes under Division 2 of Part 13 of the SFA.

The Notes described in the prospectus supplement are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and “Excluded Investment Products” (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

 

S-iii

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of the Notes and also adds to, updates and changes information contained in the prospectus filed with the SEC dated October 4, 2024, and the documents incorporated by reference in this prospectus supplement. The second part is the above-mentioned prospectus, to which we refer as the “accompanying prospectus.” The accompanying prospectus contains a description of the senior debt securities, the dated subordinated debt securities and the perpetual subordinated debt securities and gives more general information, some of which may not apply to the Notes. If the description of the Notes in this prospectus supplement differs from the description in the accompanying prospectus, the description in this prospectus supplement supersedes the description in the accompanying prospectus.

We have not, and the underwriters have not, authorized any other person to provide you with any information other than that contained in or incorporated by reference into this prospectus supplement, in the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. “Incorporated by reference” means that we can disclose important information to you by referring you to another document filed separately with the SEC. We are not responsible for, and can provide no assurance as to the accuracy of, any other information that any other person may give you. We are not making, nor are the underwriters making, an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you, including any information incorporated by reference herein or therein, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those respective dates.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain in a number of places forward-looking statements regarding our intent, belief, targets or current expectations of our management with respect to our financial condition and future results of operations. These statements constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act. In many cases, but not all, we use such words as “aim,” “anticipate,” “believe,” “endeavor,” “estimate,” “expect,” “intend,” “may,” “plan,” “probability,” “project,” “risk,” “seek,” “should,” “strive,” “target,” “will” and similar expressions in relation to us or our management to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results may vary materially from those we currently anticipate.

We have identified some of the risks inherent in forward-looking statements in “Item 3.D. Key Information—Risk Factors” of our most recent annual report on Form 20-F filed with the SEC, which is incorporated by reference herein, and in the “Risk Factors” section of this prospectus supplement. Other factors could also adversely affect our results or the accuracy of forward-looking statements in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein and therein, and you should not consider these to be a complete set of all potential risks or uncertainties.

The forward-looking statements included or incorporated by reference in this prospectus supplement and the accompanying prospectus are made only as of the dates on which such statements were made. We expressly disclaim any obligation or undertaking to release any update or revision to any forward-looking statement contained herein or therein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

 

S-iv

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

In this prospectus supplement, the accompanying prospectus and any documents incorporated by reference herein or therein, “MHFG,” “Mizuho Group,” “we,” “us,” and “our” refer to Mizuho Financial Group, Inc. and, unless the context indicates otherwise, its consolidated subsidiaries. “Mizuho Financial Group” refers to Mizuho Financial Group, Inc. Furthermore, unless the context indicates otherwise, these references are intended to refer to us as if we had been in existence in our current form for all periods referred to herein. We use the word “you” to refer to prospective investors in the Notes and the word “Noteholder” or “Noteholders” to refer to the holders of the Notes.

Our primary financial statements for SEC reporting purposes are prepared on an annual and semi-annual basis in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), while our financial statements for reporting in our jurisdiction of incorporation and Japanese bank regulatory purposes are prepared in accordance with accounting principles generally accepted in Japan (“Japanese GAAP”). Unless otherwise specified, for purposes of this prospectus supplement, we have presented our financial information in accordance with U.S. GAAP. Unless otherwise stated or otherwise required by the context, all amounts in our financial statements are expressed in yen.

There are certain differences between U.S. GAAP and Japanese GAAP. For a description of certain differences between U.S. GAAP and Japanese GAAP, see “Item 5. Operating and Financial Review and Prospects—Reconciliation with Japanese GAAP” in our most recent annual report on Form 20-F filed with the SEC, which is incorporated by reference herein. You should consult your own professional advisers for a more complete understanding of the differences between U.S. GAAP, Japanese GAAP and the generally accepted accounting principles of other countries and how those differences might affect the financial information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus.

Financial information for us contained or incorporated by reference herein or in the accompanying prospectus is presented in accordance with U.S. GAAP or Japanese GAAP, as specified herein or in the relevant document being incorporated by reference. See “Incorporation by Reference” for a list of documents being incorporated by reference herein.

In this prospectus supplement and the accompanying prospectus, references to “U.S. dollars,” “dollars,” “U.S. $” and “$” refer to the lawful currency of the United States, those to “EUR” and “€” refer to the currency of the European Economic and Monetary Union and those to “yen” and “¥” refer to the lawful currency of Japan. This prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein and therein may contain a translation of certain Japanese yen amounts into U.S. dollars for your convenience. However, these translations should not be construed as representations that such yen amounts have been, could have been or could be converted into dollars at the relevant rate or at all.

In this prospectus supplement and the accompanying prospectus, yen figures and percentages presented in accordance with U.S. GAAP have been rounded to the figures shown, and yen figures and percentages presented in accordance with Japanese GAAP have been truncated to the figures shown, in each case, unless otherwise specified. However, in some cases, figures as of or for the fiscal year ended March 31, 2023 and earlier presented in tables have been adjusted to match the sum of the figures with the total amount, and such figures may also be referred to in the related text. We no longer make such adjustments beginning with figures as of or for the fiscal year ended March 31, 2024 or any interim periods therein, and thus the sum of the figures as of or for any such periods and thereafter presented herein may not match the total amount.

Our fiscal year end is March 31. References to years not specified as being fiscal years are to calendar years.

In this prospectus supplement, all of our financial information is presented on a consolidated basis, unless we state otherwise.

 

S-v

 

S-1

 

S-2

 

S-3

 

S-4

 

S-5

 

S-6

 

S-7

 

S-8

 

S-9

 

S-10

 

S-11

 

S-12

 

S-13

 

S-14

RISK FACTORS

Investing in the Notes involves risks. You should consider carefully the risks relating to the Notes described below, as well as the other information presented in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus, before you decide whether to invest in the Notes. If any of these risks actually occurs, our business, financial condition and results of operations could suffer, and the trading price and liquidity of the Notes offered could decline, in which case you may lose all or part of your investment. The following does not describe all the risks of an investment in the Notes. Prospective investors should consult their own financial and legal advisers about risks associated with investment in the Notes and the suitability of investing in the Notes in light of their particular circumstances.

This prospectus supplement and the accompanying prospectus also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described below, elsewhere in this prospectus supplement and in “Item 3.D. Key Information—Risk Factors” of our most recent annual report on Form 20-F, which is incorporated herein by reference.

We have described the risks and uncertainties that our management believes are material, but these risks and uncertainties may not be the only ones we face. Additional risks and uncertainties, including those that we currently are not aware of or do not currently appear to be material, may also result in decreased revenues or increased expenses or have other consequences that could adversely affect our financial condition and results of operations as well as the price and liquidity, and the rights of holders of, the Notes, in which case your investment in the Notes may be negatively impacted.

Risks Relating to Our Business

For information on risks relating to our business, see “Item 3.D. Key Information—Risk Factors” in our most recent annual report on Form 20-F filed with the SEC, which is incorporated by reference in this prospectus supplement, and similar information in any other documents incorporated by reference herein.

Risks Relating to the Notes

The Notes have no fixed maturity date and no mandatory date for redemption and you do not have any right to require us to redeem the Notes or accelerate the repayment of the principal amount of the Notes.

The Notes are perpetual securities and have no fixed maturity date or mandatory redemption date. Moreover, you do not have any right to require us to redeem the Notes. There are no events of default or acceleration under the terms of the Notes, and under no circumstances will you be able to accelerate the repayment of the principal amount of the Notes, including in cases where we effect a cancellation of interest or a write-down of principal on the Notes occurs. While we may exercise our option to redeem the Notes in our absolute discretion subject to certain conditions, if the Notes scheduled for redemption subsequently become subject to a principal write-down or a Liquidation Event, or prior confirmation of the FSA with respect to the redemption is not obtained or is withdrawn or annulled for any reason, the redemption will be nullified and you will not receive any amount of redemption proceeds.

Any recovery for payments owed under the Notes will only be required upon the occurrence of a Liquidation Event (and even then, only if, and to the extent that, the Notes do not become subject to a principal write-down). As described under “Description of the Notes—Subordination,” a “Liquidation Event” means a liquidation proceeding (seisan), excluding a special liquidation proceeding (tokubetsu seisan), having been commenced by or in respect of us under the Japanese Companies Act. A liquidation proceeding (seisan) is a procedure under the Japanese Companies Act for winding up the affairs of a corporation, including the disposal of assets, repayment of debts and distribution of residual assets to shareholders, implemented by a liquidator

 

S-15

without the supervision of a court. In certain cases, including where there is a likelihood that the liabilities of the corporation may exceed its assets, the corporation may be required by law to undergo a court-supervised special liquidation proceeding (tokubetsu seisan) under the Japanese Companies Act. The commencement of a special liquidation proceeding (tokubetsu seisan) by or with respect to us is one of the events constituting a Bankruptcy Event under the Notes, and immediately upon the occurrence of a Bankruptcy Event, the Notes will be subject to a Write-Down and Cancellation. See “Description of the Notes—Write-Down and Cancellation upon a Viability Event or Bankruptcy Event.”

If a Liquidation Event occurs and is continuing, any amounts payable under the Notes (except for any amounts that have become due and payable prior to the occurrence of the Liquidation Event and remain unpaid) will be subordinated in right of payment to, and subject to the prior payment of, all existing and future Senior Indebtedness of Mizuho Financial Group, and any such amounts due under such Notes will become payable, only upon a Condition for Liquidation Payment being fulfilled, and may not be paid. Accordingly, we are under no obligation to repay or redeem (in whole or in part) the principal amount of the Notes at any time prior to a Liquidation Event and, even upon the occurrence of such Liquidation Event, no payment may be made in respect of the Notes unless a Condition for Liquidation Payment has been satisfied. As a result, you may not receive any repayment of principal of the Notes. See “—Subordination of the Notes, including structural subordination to the liabilities of our subsidiaries, could impair investors’ ability to receive payment.”

Given these features of the Notes, a sale of your Notes in the secondary market may be the only means to recover your investment in the Notes. In addition to the customary risks of illiquidity in the market for a new issue of securities, the Notes are complex financial instruments that may be especially susceptible to illiquid secondary markets and significant fluctuations in secondary trading prices, in part due to market perceptions or predictions of interest cancellation and redemption scenarios, or changes in, or regulatory and supervisory determinations about, our financial condition and capital position, that are inherently difficult to predict. See “—The features of the Notes as well as external factors may cause the market for the Notes to become illiquid and the market price to decline. You may be unable to sell your Notes at or near their principal amount or at all.” Furthermore, the Notes contain permanent and temporary write-down features, described in detail below under “Description of the Notes—Write-Downs and Write-Ups of the Notes” and “Description of the Notes—Write-Down and Cancellation upon a Viability Event or Bankruptcy Event,” which, if triggered, would cause you to lose the value of your investment in part or in whole, and the circumstances surrounding the triggering of which are also inherently difficult to predict. As a result of these factors, you may not find buyers for your Notes at prices close to their principal amount or at any price.

The Notes are subject to a Write-Down and Cancellation upon the occurrence of a Viability Event which may result from the non-viability of our material subsidiaries which may trigger the loss absorption provisions of such material subsidiary’s Internal TLAC instruments. As a result of a Write-Down and Cancellation, you may lose the entire value of your investment.

The Japanese Deposit Insurance Act of Japan (Law No. 34 of 1971, as amended) (the “Japanese Deposit Insurance Act”), upon amendment effective as of March 6, 2014, provides the framework with respect to an event that triggers a write-down or conversion of capital instruments of a bank holding company, including Mizuho Financial Group. Implementing ordinances under the amended Japanese Deposit Insurance Act and other related documents issued by the Financial Services Agency of Japan have clarified that only in circumstances where the Japanese Prime Minister confirms (nintei) that the “specified item 2 measures (tokutei dai nigo sochi)” need to be applied to a bank holding company, a write-down or conversion of Additional Tier 1 and Tier 2 capital instruments of such a bank holding company will be triggered. The specified item 2 measures are the measures set forth in Article 126-2, Paragraph 1, Item 2 of the Japanese Deposit Insurance Act, as further discussed below.

The specified item 2 measures consist of (i) supervision by the Deposit Insurance Corporation of Japan (the “DIC”) over the operation of the business of and the management and disposal of assets of the relevant bank holding company (tokubetsu kanshi) as set forth in Article 126-3 of the Japanese Deposit Insurance Act and (ii) certain categories of financial aid provided by the DIC to assist the merger, business transfer, corporate split

 

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or other reorganization with respect to the relevant bank holding company (tokutei shikin enjo) as set forth in Article 126-28 of the Japanese Deposit Insurance Act. A confirmation (nintei) by the Japanese Prime Minister with respect to the specified item 2 measures may only be made with respect to a bank holding company where such bank holding company’s liabilities exceed, or are likely to exceed, its assets, or where such bank holding company has suspended, or is likely to suspend, repayment of its obligations, and the Japanese Prime Minister recognizes that the failure of such bank holding company may cause significant disruption in the financial markets or other financial systems in Japan without taking the specified item 2 measures after the deliberation at the Financial Crisis Management Meeting. See also “Item 4. B. Information on the Company—Business Overview—Supervision and Regulation—Japan—Governmental Measures to Treat Troubled Institutions” in our most recent annual report on Form 20-F, which is incorporated herein by reference.

The Notes are intended to qualify as our Additional Tier 1 capital and contain non-viability loss absorption provisions under the applicable standards set forth in the applicable Japanese banking regulations. Under such provisions, a “Viability Event” will be deemed to have occurred if the Japanese Prime Minister confirms (nintei) that the specified item 2 measures need to be applied to Mizuho Financial Group. Upon the occurrence of a Viability Event, no amounts under the Notes will thereafter become due. Subsequently, the full principal amount of each Note will be written down to zero and the Notes will be cancelled as of the Discharge and Cancellation Date. We refer to such write-down and cancellation of the Notes as a Write-Down and Cancellation. Upon such Write-Down and Cancellation, Mizuho Financial Group will be discharged from all obligations to pay principal and any accrued interest and will cease to owe to the Noteholders any payments with respect to the Notes, except with respect to principal, interest or additional amounts on the Notes that became due and payable prior to the Viability Event.

In addition, in November 2015, the Financial Stability Board issued the final TLAC standard for global systemically important banks (“G-SIBs”), including us. The Financial Stability Board’s TLAC standard is designed to ensure that, if a G-SIB fails, it has sufficient loss-absorbing and recapitalization capacity available in resolution to implement an orderly resolution that minimizes the impact on financial stability, thereby ensuring the continuity of critical functions and avoiding exposing public funds to loss. The Financial Stability Board’s TLAC standard defines a minimum requirement for the instruments and liabilities that should be readily available to absorb losses in resolution. For more information regarding the Financial Stability Board’s TLAC standards, see “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation—Japan—Total Loss Absorbing Capacity” in our most recent annual report on Form 20-F, which is incorporated herein by reference. The Financial Services Agency of Japan published its policy describing its approach for the introduction of this standard in Japan in April 2016, and a revised version of this document was published in April 2018 (the “FSA’s Approach”). In March 2019, the Financial Services Agency of Japan published regulatory notices and related materials to implement the TLAC requirements in Japan. The TLAC standard set forth in these FSA documents (the “Japanese TLAC Standard”), which (i) was phased in from March 31, 2019 and has been fully applied from March 31, 2022 for G-SIBs in Japan, and (ii) has been phased in from March 31, 2021 and has been fully applied from March 31, 2024 for a financial group designated as a domestic systemically important bank in Japan by the Financial Services Agency of Japan which is deemed to be in particular need of a cross-border resolution arrangement and to be of particular systemic significance to the Japanese financial system in the event of its failure (such domestic systemically important bank, together with G-SIBs in Japan, the “Covered SIBs”), and the FSB’s TLAC standard requires Domestic Resolution Entities (as defined below) designated for Covered SIBs to meet certain minimum external TLAC requirements and to cause any of their material subsidiaries in Japan deemed systemically important by the Financial Services Agency of Japan or their foreign subsidiaries subject to TLAC or similar requirements in the relevant jurisdictions to maintain a certain minimum level of capital and debt having internal loss-absorbing and recapitalization capacity (“Internal TLAC”). The Financial Services Agency of Japan designated as resolution entities in Japan (the “Domestic Resolution Entities”) the ultimate holding company in Japan of each Covered SIB. Under the Japanese TLAC Standard, the Financial Services Agency of Japan designated Mizuho Financial Group as the Domestic Resolution Entity for the Mizuho Group, which is subject to the external TLAC requirements in Japan, and also designated Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities as our material subsidiaries

 

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in Japan, which are subject to the Internal TLAC requirements in Japan. The Notes are intended to qualify also as Mizuho Financial Group’s external TLAC debt under the Japanese TLAC Standard.

The Notes are expected to become subject to loss absorption if Mizuho Financial Group becomes subject to orderly resolution measures under the Japanese Deposit Insurance Act and Japanese insolvency laws. The resolution framework for financial institutions under current Japanese laws and regulations includes (i) measures applied to financial institutions that are solvent on a balance sheet basis and (ii) orderly resolution measures applied to financial institutions that have failed or are deemed likely to fail. The framework applies to banks and certain other financial institutions as well as financial holding companies, such as Mizuho Financial Group. In the Japanese TLAC Standard and the FSA’s Approach, the Financial Services Agency of Japan expressed its view that Single Point of Entry (“SPE”) resolution, in which a single national resolution authority applies its resolution tools to the ultimate holding company in Japan of a group, would be the preferred strategy for resolution of Covered SIBs. However, it is uncertain which resolution strategy or specific measures will be taken in a given case, including whether or not the SPE resolution strategy is to be chosen and implemented in a given case, and orderly resolution measures may be applied without implementing any of the measures described in (i) above. Under a possible model of SPE resolution described in the Japanese TLAC Standard, if the Financial Services Agency of Japan determines that a material subsidiary in Japan of a financial institution that is a Japanese G-SIB is non-viable due to a material deterioration in its financial condition after recognizing that it is, or is likely to be, unable to fully perform its obligations with its assets, or that it has suspended, or is likely to suspend, repayment of its obligations, and issues an order concerning restoration of financial soundness, including recapitalization and restoration of liquidity of such material subsidiary, to the Domestic Resolution Entity for the financial institution under Article 52-33, Paragraph 1 of the Banking Act of Japan (Act No. 59 of 1981, as amended), the material subsidiary’s Internal TLAC instruments will be written off or, if applicable, converted into equity in accordance with the applicable Contractual Loss Absorption Provisions (as defined below) of such Internal TLAC instruments. In addition, under the Applicable Banking Regulations and pursuant to the applicable contractual loss absorption provisions of any regulatory capital instruments issued by such material subsidiary, such instruments may be written down or, if applicable, converted into common shares if the subsidiary’s regulatory capital ratio falls below a certain level or the Japanese Prime Minister recognizes that the subsidiary is non-viable and confirms that certain measures need to be applied to such subsidiary under the Japanese Deposit Insurance Act. Following the write-off or conversion of Internal TLAC instruments or regulatory capital instruments of the relevant material subsidiary, if the Japanese Prime Minister recognizes that the financial institution is or is likely to be unable to fully perform its obligations with its assets, or that it has suspended, or is likely to suspend, repayment of its obligations, as a result of the financial institution’s loans to, or other investment in, its material subsidiaries that are designated by Financial Services Agency of Japan as being systemically important or that are subject to TLAC requirements or similar requirements imposed by a relevant foreign authority, becoming subject to loss absorption or otherwise, and further recognizes that the failure of such financial institution is likely to cause a significant disruption to the Japanese financial market or system, the Japanese Prime Minister may, following deliberation by the Financial Crisis Management Meeting, confirm that measures set forth in Article 126-2, Paragraph 1, Item 2 of the Japanese Deposit Insurance Act, generally referred to as specified item 2 measures, need to be applied to the financial institution for its orderly resolution. Any such confirmation by the Japanese Prime Minister would also trigger the point of non-viability clauses of Additional Tier 1 and Tier 2 instruments issued by the financial institution, including a Write-Down and Cancellation of the Notes, causing such instruments to be written off, or if applicable, converted into equity.

In the context of the Notes, any such confirmation by the Prime Minister constitutes a “Viability Event.” If a Viability Event occurs, the Notes will be subject to a Write-Down and Cancellation on the Discharge and Cancellation Date, which means that the full principal amount of the Notes will be permanently written down to zero, the Notes will be cancelled, and the holders and beneficial owners of the Notes will be deemed to have irrevocably waived their right to claim or receive any payments of principal of or interest on the Notes (including additional amounts with respect thereto, if any), unless such payments have become due and payable prior to the occurrence of the Viability Event and remain unpaid. Holders of the Notes will only receive notice of a Viability Event after it has occurred.

 

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If a Viability Event occurs, it is expected that a Write-Down and Cancellation would take place before the determination of the treatment of Mizuho Financial Group’s remaining indebtedness or other securities without similar write-down features. Upon the occurrence of a Viability Event, a Write-Down and Cancellation of the Notes will occur irrespective of whether Mizuho Financial Group has, or is restructured solely by such Write-Down and Cancellation to have, sufficient assets available to fulfill its obligations under, or settle the claims of holders of, the Notes or other liabilities that rank effectively pari passu with or junior to the Notes, or any classes of common shares or preference shares, in each case which do not contain similar write-down provisions, and irrespective of whether such other liabilities or shares remain outstanding after the occurrence of the Viability Event. Under current Japanese laws and regulations, none of such liabilities or shares which do not contain similar write-down provisions will be generally subject to any write-down or conversion to common shares, unless we become subject to court-administered insolvency proceedings, and even if a Viability Event occurs, we may not become subject to a court-administered insolvency proceedings. As a result, the holders of the Notes may also recover less ratably, if at all, than the holders of liabilities that rank pari passu with or junior to the Notes, or any classes of common shares or preference shares, in each case which do not contain similar write-down provisions.

Furthermore, except for claims for payments under the Notes that have become due and payable prior to the occurrence of a Viability Event and remain unpaid, upon the occurrence of such Viability Event, the holders or beneficial owners of the Notes will have no rights whatsoever under the Indenture or the Notes to take any action or enforce any rights or to instruct the Trustee to take any action or enforce any rights whatsoever, may not exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to the holders or beneficial owners of the Notes by Mizuho Financial Group under, or in connection with, the Notes, and will not be entitled to make any claim in any bankruptcy, corporate reorganization or liquidation proceedings involving Mizuho Financial Group or have any ability to initiate or participate in any such proceedings. Upon the occurrence of a Viability Event, the holders or beneficial owners of the Notes will not receive any shares or other participation rights in Mizuho Financial Group or be entitled to any other participation in the upside potential of any equity or debt securities of Mizuho Financial Group, or be entitled to any compensation in the event of any change in Mizuho Financial Group’s potential recovery.

Pursuant to the terms of the Indenture, Mizuho Financial Group will issue a Write-Down and Cancellation Notice as soon as practicable following the occurrence of a Viability Event, confirming that a Viability Event has occurred and that a Write-Down and Cancellation will take place on the Discharge and Cancelation Date specified therein. Although Mizuho Financial Group has agreed to notify DTC and the holders the of Notes via DTC as soon as practicable following the occurrence of a Viability Event, there will be a delay between a Viability Event and the time that DTC and the holders of the Notes via DTC are notified of the occurrence of the relevant Viability Event through their DTC accounts or otherwise. Such delay may exceed several days during which trading and settlement in the Notes may continue. Any such delay will not change or delay the effect of a Viability Event on the obligations of Mizuho Financial Group under the Notes or on the rights of the holders of the Notes. Therefore, notwithstanding any such delay, the holders of the Notes will not have any rights against Mizuho Financial Group immediately upon the occurrence of the Viability Event, regardless of whether they have received actual or constructive notice of such fact, except with respect to claims for payments under the Notes that have become due and payable prior to the occurrence of the Viability Event. In addition, you will have no right to receive any compensation whatsoever for any loss resulting from a delay between the occurrence of a Viability Event and your receipt of any notice of the ensuing principal write-down or between the occurrence of a Viability Event and DTC’s processing of any relevant write-down notice. See “Description of the Notes—Write-Down and Cancellation upon a Viability Event or Bankruptcy Event” for more information. See also “—Following a Viability Event, a Bankruptcy Event or a Capital Ratio Event, settlement activities of the Notes through DTC will be suspended and may not be completed as expected or at all.”

 

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The circumstances that could trigger the occurrence of a Viability Event remain uncertain, and applicable banking regulations, including the Japanese TLAC Standard, are subject to change. Holders of the Notes will only receive notice of a Viability Event after it has occurred.

The occurrence of a Viability Event, and therefore a Write-Down and Cancellation of the Notes, is inherently unpredictable and depends on a number of factors that may be beyond Mizuho Financial Group’s control. The occurrence of a Viability Event depends on, among other things, a determination by the Japanese Prime Minister, following deliberation by the Financial Crisis Management Meeting, regarding Mizuho Financial Group’s viability, or the viability of one or more of Mizuho Financial Group’s subsidiaries, and the risk that their failures may cause a significant disruption to the financial market or systems in Japan. Under the Japanese TLAC Standard and the Applicable Banking Regulations, it is possible that specified item 2 measures may be applied to Mizuho Financial Group as a result of, among other things, absorption of losses by Mizuho Financial Group on the loans that it has extended or will extend to, or investments it has made or will make in, or any other Internal TLAC of, Mizuho Bank, Mizuho Trust & Banking or Mizuho Securities or any of Mizuho Financial Group’s other material subsidiaries or material sub-groups that are designated as systemically important by the Financial Services Agency of Japan or that are subject to TLAC requirements, the capital adequacy regulations or similar requirements imposed by a relevant foreign authority, becoming subject to loss absorption prior to the failure of such subsidiary or sub-groups, pursuant to the terms of such loans, investments or other Internal TLAC or in accordance with applicable laws or regulations then in effect. See “—The Notes are subject to a Write-Down and Cancellation upon the occurrence of a Viability Event which may result from the non-viability of our material subsidiaries which may trigger the loss absorption provisions of such material subsidiary’s Internal TLAC instruments. As a result of a Write-Down and Cancellation, you may lose the entire value of your investment.” However, under the Japanese TLAC Standard and the Applicable Banking Regulations, the actual measures to be taken will be determined by the relevant authorities on a case-by-case basis, and, as a result, it may be difficult to predict when, if at all, Mizuho Financial Group may become subject to specified item 2 measures. Accordingly, the market value of the Notes may not necessarily be evaluated in a manner similar to other types of notes issued by non-financial institutions or by financial institutions subject to different regulatory regimes. For example, any indication that Mizuho Financial Group is approaching circumstances that could result in a Viability Event could also have an adverse effect on the market price and liquidity of the Notes.

In addition, there has been no application of specified item 2 measures under the Japanese Deposit Insurance Act described in this prospectus supplement to date. Such measures are untested and will be subject to interpretation and application by the relevant authorities in Japan. It is uncertain how and under what standards the relevant authorities would determine that Mizuho Financial Group is, or is deemed likely to be, unable to fully perform its obligations with its assets, or that Mizuho Financial Group has suspended, or is deemed likely to suspend, repayment of its obligations in determining whether to commence an orderly resolution process, and it is possible that particular circumstances that seem similar may lead to different results. To illustrate, it is possible that the Financial Services Agency of Japan and the Japanese Prime Minister could determine to apply specified item 2 measures to Mizuho Financial Group in a situation where one of Mizuho Financial Group’s material subsidiaries or material sub-groups has become non-viable, notwithstanding the fact that our regulatory capital ratios of Mizuho Financial Group or such material subsidiary or material sub-group are sufficiently higher than the minimum requirements. Mizuho Financial Group’s creditors, including holders of the Notes, may encounter difficulty in challenging the application of specified item 2 measures to Mizuho Financial Group.

As a result of the foregoing, the occurrence of a Write-Down and Cancellation is inherently uncertain and unpredictable. Accordingly, the trading behavior of the Notes may not follow the trading behavior of other types of subordinated securities. Any indication that a Viability Event may occur can be expected to have a material adverse effect on the market price and liquidity of the Notes.

Furthermore, future regulatory or legislative developments or other factors (including a change in the official positions regarding the application or interpretation of applicable laws and regulations, including the Japanese TLAC Standard) could lead to the Notes no longer being treated as Mizuho Financial Group’s

 

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Additional Tier 1 capital under the applicable standards set forth in the Applicable Banking Regulations and our exercising option to redeem the Notes at par and/or issuing similar debt instruments in the future with terms that have a write-down (or equity conversion) provision with procedures that differ from the Write-Down and Cancellation provision of the Notes and that may be more favorable to holders of such instruments, which in turn could adversely affect the value of the Notes with the current Write-Down and Cancellation provision.

Although we have agreed to notify the holders and beneficial owners of the Notes through DTC and the Trustee as soon as practicable after the occurrence of a Viability Event, there will be a delay between the occurrence of the Viability Event and the time that DTC processes any relevant write-down and cancellation notice and the holders and beneficial owners of the Notes and the Trustee are notified of the occurrence of the Viability Event. Notwithstanding any such delay, the holders or beneficial owners of the Notes will not have any rights against us upon the occurrence of the Viability Event nor any right to receive any compensation whatsoever for any loss resulting from such delay, regardless of whether they have received actual or constructive notice of such fact, except with respect to claims for payments under the Notes that have become due and payable prior to the occurrence of the Viability Event and remain unpaid.

The Notes contain bankruptcy loss absorption provisions which subject the Notes to a contractual Write-Down and Cancellation upon the occurrence of a Bankruptcy Event. As a result of a Write-Down and Cancellation, you may lose the entire value of your investment. Holders of the Notes will only receive notice of a Bankruptcy Event after it has occurred.

The Notes are intended to qualify as Mizuho Financial Group’s Additional Tier 1 capital and contain bankruptcy loss absorption provisions. Under such provisions, if a Bankruptcy Event occurs, the Notes will be subject to a Write-Down and Cancellation immediately upon the occurrence of a Bankruptcy Event, which means that the full principal amount of the Notes will be permanently written down to zero, the Notes will be cancelled, and the holders and beneficial owners of the Notes will be deemed to have irrevocably waived their right to claim or receive any payments of principal of or interest on the Notes (including additional amounts with respect thereto, if any) unless such payments have become due and payable prior to the occurrence of the Bankruptcy Event and remain unpaid. A “Bankruptcy Event” for purposes of the Notes will be deemed to have occurred when bankruptcy proceedings, corporate reorganization proceedings, civil rehabilitation proceedings or special liquidation proceedings (tokubetsu seisan) in Japan, or other equivalent proceedings pursuant to any applicable law of any jurisdiction other than Japan, are commenced against Mizuho Financial Group, as more fully defined in “Description of the Notes—Write-Down and Cancellation upon a Viability Event or Bankruptcy Event.”

Upon the occurrence of a Bankruptcy Event, a Write-Down and Cancellation of the Notes will occur irrespective of whether we have, or are restructured solely by such Write-Down and Cancellation to have, sufficient assets available to fulfill our obligations under, or settle the claims of holders of the Notes or other liabilities that rank effectively pari passu with or junior to the Notes, or any classes of common shares or preference shares, in each case which do not contain similar write-down provisions, and irrespective of whether such other liabilities or shares remain outstanding after the occurrence of the Bankruptcy Event. Under current Japanese laws and regulations, it may be the case that such liabilities or shares which do not contain similar write-down provisions do not become subject to write-down or conversion in an insolvency proceeding. As a result, holders of the Notes may recover less ratably, if at all, than holders of liabilities that rank effectively pari passu with or junior to the Notes, or any classes of common shares or preference shares, in each case which do not contain similar write-down provisions, or may not recover at all.

You should be aware that, except for claims for payments under the Notes that have become due and payable prior to the occurrence of a Bankruptcy Event and remain unpaid, upon the occurrence of such Bankruptcy Event, the holders or beneficial owners of the Notes will have no rights whatsoever under the Indenture or the Notes to take any action or enforce any rights or to instruct the Trustee to take any action or enforce any rights whatsoever, may not exercise, claim or plead any right of set-off, compensation or retention in

 

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respect of any amount owed to the holders or beneficial owners of the Notes by us under, or in connection with, the Notes, and will not be entitled to make any claim in any bankruptcy, corporate reorganization or liquidation proceedings involving us or have any ability to initiate or participate in any such proceedings. Upon the occurrence of a Bankruptcy Event, the holders or beneficial owners of the Notes will not receive any shares or other participation rights in Mizuho Financial Group or be entitled to any other participation in the upside potential of any equity or debt securities of Mizuho Financial Group, or be entitled to any compensation in the event of any change in Mizuho Financial Group’s potential recovery.

Although we have agreed to notify the holders and beneficial owners of the Notes through DTC and the Trustee on the date of or as soon as practicable after the occurrence of a Bankruptcy Event, there will be a delay between the occurrence of Bankruptcy Event and the time that DTC processes any relevant write-down and cancellation notice and the holders and beneficial owners of the Notes and the Trustee are notified of the occurrence of the Bankruptcy Event. Notwithstanding any such delay, the holders or beneficial owners of the Notes will not have any rights against us immediately upon the occurrence of the Bankruptcy Event nor any right to receive any compensation whatsoever for any loss resulting from such delay, regardless of whether they have received actual or constructive notice of such fact, except with respect to claims for payments under the Notes that have become due and payable prior to the occurrence of the Bankruptcy Event and remain unpaid.

The Notes contain going concern loss absorption provisions which subject them to a contractual Going Concern Write-Down upon the occurrence of a Capital Ratio Event. As a result of a Going Concern Write-Down, you may lose the entire value of your investment.

The Notes are intended to qualify as Mizuho Financial Group’s Additional Tier 1 capital and contain going concern loss absorption provisions designed to absorb losses if Mizuho Financial Group’s Consolidated Common Equity Tier 1 Capital Ratio (as defined below) falls below 5.125%, as more fully defined in “Description of the Notes—Write-Downs and Write-Ups of the Notes—Going Concern Write-Down upon a Capital Ratio Event.” If a Capital Ratio Event occurs, the Notes will be subject to a Going Concern Write-Down, which means that the principal amount of the Notes will be written down by an amount equal to the relevant Going Concern Write-Down Amount, and the holders and beneficial owners of the Notes will be deemed to have irrevocably waived their right to claim or receive any payments of principal of the Notes to the extent of the relevant Going Concern Write-Down Amount, and interest thereon, unless such payments have become due and payable prior to the occurrence of the Capital Ratio Event and remain unpaid. Interest will continue to accrue on the Notes based on the relevant Current Principal Amount of the Notes after a Capital Ratio Event. You should be aware that, under the terms of the Notes, including any applicable interest rate and rounding convention, the amount of interest payable for an interest period may be zero if the Current Principal Amount of the Notes after a Going Concern Write-Down is reduced significantly, and no interest shall accrue during the period when the Current Principal Amount of the Notes is, or is deemed to be one cent per $1,000 in Original Principal Amount, the lowest amount to which the Current Principal Amount of the Notes may be reduced under the terms of the Indenture and the Notes.

Upon the occurrence of a Capital Ratio Event, a Going Concern Write-Down of the Notes will occur irrespective of whether Mizuho Financial Group has, or is restructured solely by such Going Concern Write-Down to have, sufficient assets available to fulfill its obligations under, or settle the claims of holders of, the Notes or other liabilities that rank effectively pari passu with or junior to the Notes, or any classes of common shares or preference shares, in each case which do not contain similar write-down provisions, and irrespective of whether such other liabilities or shares remain outstanding after the occurrence of the Capital Ratio Event. Under current Japanese laws and regulations, liabilities or shares which do not contain similar write-down provisions will generally not be subject to any write-down or conversion to common shares, unless we become subject to court-administered insolvency proceedings (which may not occur as a result of the occurrence of a Capital Ratio Event). Further, under current Japanese insolvency laws, even if we become subject to court-administered insolvency proceedings after the occurrence of a Capital Ratio Event, it may be the case that liabilities or shares which do not contain similar write-down provisions do not become subject to write-down or conversion in such insolvency proceeding. As a result, holders of the Notes may recover less ratably, if at all, than holders of

 

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liabilities that rank effectively pari passu with or junior to the Notes, or any classes of common shares or preference shares, in each case which do not contain similar write-down provisions, or may not recover at all.

Furthermore, there is inherent uncertainty regarding the determination of the Going Concern Write-Down Amount. There has been no implementation to date under Japanese banking regulations of a going concern write-down of Additional Tier 1 debt securities. The amount that would be sufficient to restore our Consolidated Common Equity Tier 1 Capital Ratio above 5.125% is not necessarily the exact amount by which it exceeds 5.125%, and will be determined by us in consultation with the FSA and taking all other relevant considerations applicable at the relevant time. It is uncertain as to what level above 5.125% would be considered sufficient to restore our Consolidated Common Equity Tier 1 Capital Ratio at any time, and it is possible that similar circumstances may lead to different results. As a result, it is difficult to predict the level of any Going Concern Write Down Amount that may be determined upon occurrence of a Capital Ratio Event.

You should be aware that, except for claims for payments under the Notes that have become due and payable prior to the occurrence of a Capital Ratio Event and remain unpaid, or to the extent of any remaining principal amount of the Notes, upon the occurrence of a Capital Ratio Event, the holders or beneficial owners of the Notes will have no rights whatsoever under the Indenture or the Notes to take any action or enforce any rights or to instruct the Trustee to take any action or enforce any rights whatsoever, may not exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to the holders or beneficial owners of the Notes by us under, or in connection with, the Notes, and will not be entitled to make any claim in any bankruptcy, corporate reorganization or liquidation proceedings involving Mizuho Financial Group or have any ability to initiate or participate in any such proceedings, in each case, to the extent such right, instruction, exercise, claim and pleading, pertains to principal of the Notes that have been or will be subject to a Going Concern Write-Down as a result of Capital Ratio Event having occurred, or interest thereon. Upon the occurrence of a Capital Ratio Event, the holders or beneficial owners of the Notes will not receive any shares or other participation rights in Mizuho Financial Group or be entitled to any other participation in the upside potential of any equity or debt securities of Mizuho Financial Group, or be entitled to any compensation in the event of any change in Mizuho Financial Group’s potential recovery, except for any optional write-up.

Moreover, although the Notes have an optional write-up feature which permits Mizuho Financial Group to reinstate part or all of the principal amount of the Notes that has been written down in one or more Going Concern Write-Downs, subject to certain conditions as more fully described under “Description of the Notes—Write-Downs and Write-Ups of the Notes—Write-Up upon a Write-Up Event,” such write-up is subject to Mizuho Financial Group’s sole discretion and may not be exercised in practice following any Going Concern Write-Down. You should not invest in the Notes with the expectation that Mizuho Financial Group will exercise this option.

If the Notes have been subject to one or more Going Concern Write-Downs, unless the principal amount of the Notes has been reinstated in full by one or more write-ups, Mizuho Financial Group will not be able to exercise its option to redeem the Notes on the first Reset Date or any subsequent Reset Date that falls on each fifth-year anniversary thereafter, except upon the occurrence of certain tax events or our determination that there is more than an insubstantial risk that the Notes may no longer be included in our Additional Tier 1 Capital. On the other hand, we will continue to have the option to redeem at any time the Notes in whole, but not in part, upon the occurrence of certain tax events or our determination that there is more than an insubstantial risk that the Notes may no longer be included in our Additional Tier 1 Capital. See “Description of the Notes—Optional Redemption and Repurchases,” and “—We may redeem the Notes at our option in certain situations, subject to certain conditions.”

The circumstances surrounding or triggering a Capital Ratio Event, including future regulatory changes, are unpredictable. Holders of the Notes will only receive notice of a Capital Ratio Event after it has occurred.

The occurrence of a Capital Ratio Event, and therefore a Going Concern Write-Down of the Notes, is inherently unpredictable and depends on a number of factors that may be beyond our control. A Capital Ratio

 

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Event will occur on any date on which we publicly announce that our Consolidated Common Equity Tier 1 Capital Ratio has fallen below 5.125%, except where, prior to such public announcement, we submit a plan to the FSA under which our Consolidated Common Equity Tier 1 Capital Ratio is expected to increase above 5.125% in the absence of a Going Concern Write-Down of the Notes, and the FSA approves such plan. Currently, we publicly report our Consolidated Common Equity Tier 1 Capital Ratio on a quarterly basis about 45 days after the end of each of our financial quarters. However, under applicable Japanese banking regulations, we may also be required by the FSA to publicly report our Consolidated Common Equity Tier 1 Capital Ratio on any other date, for example, following the completion of an inspection of us by the FSA.

Changes in our Consolidated Common Equity Tier 1 Capital Ratio may be caused by changes in the amount of our Consolidated Common Equity Tier 1 capital and/or risk-weighted assets. Accordingly, our Consolidated Common Equity Tier 1 Capital Ratio could be affected by one or more factors, including changes in, or our decisions relating to, our business and our future earnings, dividend payments and share buybacks, regulatory changes (including changes to definitions, interpretations and calculations of regulatory capital ratios and their components, including Consolidated Common Equity Tier 1 capital and risk-weighted assets), revisions to models used by us to calculate our capital requirements (or revocation of, or amendments to, the regulatory permissions for using such models), actions that we are required to take at the discretion of the Financial Services Agency of Japan or other relevant Japanese supervisory authorities, accounting rule changes, tax law changes, our decision or ability to manage risk-weighted assets in our ongoing businesses as well as businesses we newly enter in the future and those we may seek to exit, our decision or ability to refinance regulatory capital instruments under terms and conditions similar or more favorable compared to prior financing, securities market fluctuations, and foreign currency movements. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business—Failure to maintain capital adequacy ratios and other regulatory standards above minimum required levels could have material adverse effects” and “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation—Japan—Capital Adequacy” in our most recent annual report on Form 20-F filed with the SEC, which is incorporated by reference herein.

Any of the foregoing and other changes and variables may individually or in the aggregate negatively affect our Consolidated Common Equity Tier 1 Capital Ratio and thus increase the risk of a Capital Ratio Event at any time, the occurrence of which would lead to a Going Concern Write-Down, as a result of which you could lose all or part of the value of your investment in the Notes. The market price of the Notes is expected to be affected by changes in our Consolidated Common Equity Tier 1 Capital Ratio. We may decide not to take any measures, including raising capital at a time when it is feasible to do so, even if our failure to take such an action would result in the occurrence of a Capital Ratio Event. Our decisions could cause you to lose all or part of the value of your investment in the Notes due to their effect on our Consolidated Common Equity Tier 1 Capital Ratio, but you will not have any claim against us relating to such decisions, even if they result in the occurrence of a Capital Ratio Event. We will have no obligation to consider the interests of the holders of the Notes when making decisions relating to our businesses and operations, including in respect of our capital management. In making such decisions, our interests may not be aligned with those of the holders or beneficial owners of the Notes.

Because of the inherent uncertainty regarding whether a Capital Ratio Event will occur, it will be difficult to predict when, if at all, a Going Concern Write-Down may occur. Accordingly, the market value of the Notes may not necessarily be evaluated in a manner similar to other types of debt securities issued by non-financial institutions or by financial institutions subject to different regulatory regimes. In addition, the trading behavior of the Notes may not necessarily follow the trading behavior of other types of securities. Any indication or perception that we are approaching circumstances that could result in a Capital Ratio Event occurring may also have an adverse effect on the market price and liquidity of the Notes. See “—The features of the Notes as well as external factors may cause the market for the Notes to become illiquid and the market price to decline. You may be unable to sell your Notes at or near their principal amount or at all.”

Furthermore, future regulatory or legislative developments, including relating to the Japanese capital adequacy regulations, or other factors (including changes in the official positions regarding application or

 

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interpretation of applicable laws and regulations) could lead to our issuing any subordinated debt securities in the future that have a write-down (or equity conversion) provision with procedures different from the Going Concern Write-Down provisions of the Notes and that may have terms more favorable to holders of such securities compared to the Notes. Such developments or other factors could also lead to our exercising the option to redeem the Notes if the Notes should no longer be treated as our Additional Tier 1 Capital under the Japanese banking regulations. As a consequence, the value of the Notes could be adversely affected.

Although we have agreed to notify the holders and beneficial owners of the Notes through DTC and the Trustee as soon as practicable after the occurrence of a Capital Ratio Event, there will be a delay between the occurrence of the Capital Ratio Event and the time that DTC processes any relevant write-down notice and the holders and beneficial owners of the Notes and the Trustee are notified of the occurrence of the Capital Ratio Event. Notwithstanding any such delay, the holders or beneficial owners of the Notes will not have any rights against us with respect to the relevant Going Concern Write-Down Amount or interest thereon upon the occurrence of the Capital Ratio Event nor any right to receive any compensation whatsoever for any loss resulting from such delay, regardless of whether they have received actual or constructive notice of such fact, except with respect to claims for payments under the Notes that have become due and payable prior to the occurrence of the Capital Ratio Event and remain unpaid.

We have the sole and absolute discretion to cancel interest payments on the Notes, in whole or part, at any time, and interest payments may be restricted or prohibited under the Notes in other circumstances.

Interest payments on the Notes may be cancelled at our sole discretion, at any time and for any reason. See “Description of the Notes—Cancellation of Interest Payments—Optional Cancellation of Interest Payments.” Interest will only be due and payable on an interest payment date to the extent it is not cancelled in accordance with the terms of the Notes. If we determine to cancel an interest payment on the Notes (or a portion thereof) on a given interest payment date, such determination will be sufficient to effect the cancellation of such interest payment (or portion thereof) without any further action being taken or any other condition being satisfied and the non-payment will evidence the exercise of our determination to cancel such interest payment (or portion of such interest payment not paid).

In addition to our right to cancel interest payments at any time, the terms of the Notes also require us to cancel part or all of an interest payment on the Notes on an interest payment date, if, and to the extent that, the interest payable on the Notes on such interest payment date exceeds the Interest Payable Amount, which is defined to mean, in respect of any interest payment date with respect to the Notes, the product of the Adjusted Distributable Amount on such interest payment date and a ratio, the numerator of which is the aggregate amount of interest that should have been paid on the Notes on such interest payment date, and the denominator of which is the aggregate amount of interest that should have been paid on the Notes on such interest payment date and dividends or interest that should have been paid in respect of any Parity Securities on the same date as such interest payment date. “Adjusted Distributable Amount” means, in respect of any date and with respect to the Notes, the distributable amounts (bunpai kano gaku) of Mizuho Financial Group on such date as calculated in accordance with the Japanese Companies Act after deducting the sum of any dividend or interest (including additional amounts with respect thereto, or any amounts with respect thereto substantially similar to the additional amounts, as applicable, if any) that has been paid in respect of the Notes, any Parity Securities and any Junior Securities from the beginning of Mizuho Financial Group’s fiscal year in which such date falls until the date immediately preceding such date. See “Description of the Notes—Cancellation of Interest Payments—Mandatory Cancellation of Interest Payments Due to Interest Payable Amount Limitation.” Our distributable amounts are equal to the surplus of our net assets over our capital and statutory reserves with adjustments calculated on a non-consolidated basis under Japanese GAAP in accordance with the Japanese Companies Act. See “10.B. Additional Information—Memorandum and Articles of Association—Common Stock—Distribution of Surplus—Restriction on Distributions of Surplus” in our most recent annual report on Form 20-F, which is incorporated by reference herein. Any adverse change in our financial position or

 

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profitability, or our distributable amounts, as calculated on a non-consolidated basis, may have a material adverse effect on our ability to make interest payments on the Notes.

For purposes of the Notes, “Parity Securities” means, with respect to the Notes, (i) any liabilities of Mizuho Financial Group that are subject to the same terms, or substantially the same terms, in respect of rights of interest payments as the terms of the Notes under the mandatory interest payment cancellation provisions in the Indenture (excluding the Notes and any liabilities owed to any Special Purpose Company (as defined below), but including any other series of the perpetual subordinated debt securities to be issued under the Indenture), and (ii) any instruments qualifying as Mizuho Financial Group’s regulatory capital issued or created by any Special Purpose Company that are subject to the same terms, or substantially the same terms, in respect of rights of dividends or interest payments as the terms of the Notes under the mandatory interest payment cancellation provisions in the Indenture, and “Junior Securities” means (i) any liabilities of Mizuho Financial Group that rank effectively junior to the Notes in respect of rights of interest payments under the mandatory interest cancellation provisions in the Indenture (excluding any liabilities owed to any Special Purpose Company), and (ii) any instruments qualifying as Mizuho Financial Group’s regulatory capital issued by any Special Purpose Company that rank effectively junior to the Notes in respect of rights of dividend or interest payments under the mandatory interest payment cancellation provisions in the Indenture of the Notes. See “Description of the Notes—Cancellation of Interest Payments—Mandatory Cancellation of Interest Payments Due to Interest Payable Amount Limitation.”

In light of the discretionary and mandatory interest payment cancellation provisions described above, there can be no assurances that you will receive interest payments in respect of the Notes.

If any interest payment is cancelled (in whole or part), either in our discretion or because such cancellation is mandatory, such interest payment will not be or become due and will not accumulate or be payable at any time thereafter, and in no event will you have any right to or claim against us with respect to such interest amount. Furthermore, a cancellation of interest in accordance with the terms of the Notes will not constitute an event of default or a breach under the Notes and the Indenture and will not permit any acceleration of the repayment of any principal on the Notes.

In making any determination with respect to the payment or cancellation of any interest payments on the Notes, we may take into consideration our contractual obligations under the Notes and any Parity Securities and other debt securities as well as factors beyond any contractual limitations or obligations. In particular, even when we have the financial ability to make interest payments on the Notes, we may determine to cancel (in whole or part) interest payments on the Notes in consideration of such contractual obligations related to, as well as fairness to holders of, any Parity Securities or other debt securities, preference shares or common shares to whom we may not be able to pay dividends or interest.

In general, we have the right to use funds from cancelled payments of interest on the Notes without restriction, except as otherwise set forth in the Indenture and the Notes or prohibited by applicable law or regulations, including (i) the Japanese capital distribution constraints system (described below), and (ii) the dividend stopper provision of the Notes (described below). See “Description of the Notes—Cancellation of Interest Payments—Optional Cancellation of Interest Payments,” “—As a Japanese G-SIB, we are subject to stringent regulatory capital standards, including capital buffer and leverage ratio buffer requirements, and are subject to frameworks to ensure we have sufficient loss absorbing and recapitalization capacity. If we fail to maintain sufficient levels of capital, we may be subject to restrictions on our ability to make capital distributions, in which case we may determine to cancel interest payments in part or in whole, or we may be prevented from redeeming or repurchasing the Notes.” and “—The Indenture and the Notes contain very limited restrictive covenants and provide limited protection in the event of a change in control.” Aside from these exceptions, we are free to use the funds from cancelled interest on the Notes in our discretion, for example, to pay interest and dividends, or meet other obligations as they become due, on other liabilities or our common shares or preference shares, if any (including any Parity Securities). As a result, holders of the Notes may recover, if at all, less ratably than holders of liabilities or shares that otherwise rank effectively pari passu with or junior to the Notes.

 

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If practicable, we will endeavor to provide notice of any cancellation of interest (in whole or in part) to holders and beneficial owners of the Notes through DTC and to the Trustee at least ten Business Days prior to the relevant interest payment date. However, failure or delay to provide such notice will not have any impact on the effectiveness of, or otherwise invalidate, any such cancellation of interest, or give holders or beneficial owners of the Notes any rights as a result of such failure or delay.

The secondary market for the Notes may have certain expectations with respect to our making interest payments in the future on the basis of past practice, and these expectations may be reflected in the secondary trading prices of the Notes. Any cancellation of interest payments in whole or in part will likely result in a material adverse effect on the market value and liquidity of the Notes.

As a Japanese G-SIB, we are subject to stringent regulatory capital standards, including capital buffer and leverage ratio buffer requirements, and are subject to frameworks to ensure we have sufficient loss absorbing and recapitalization capacity. If we fail to maintain sufficient levels of capital, we may be subject to restrictions on our ability to make capital distributions, in which case we may determine to cancel interest payments in part or in whole, or we may be prevented from redeeming or repurchasing the Notes.

The bank capital and other regulatory frameworks to which we, as a Japanese G-SIB, are subject require us to hold certain levels of capital, including capital buffers consisting of Consolidated Common Equity Tier 1 capital and leverage ratio buffer consisting of Tier 1 capital, well in excess of minimum thresholds, and comply with additional loss absorbing and recapitalization capacity requirements. A failure to hold sufficient levels of capital as required by these frameworks (as may be amended from time to time) may result in restrictions on capital distributions being applied pursuant to which we may make a determination to cancel, in whole or in part, interest payments on the Notes. Cancellation, in whole or in part, of interest payments in respect of the Notes may affect the value of your investment in the Notes.

Under the capital adequacy regulations adopted by the Financial Services Agency of Japan to implement the Basel III standards, we are currently required, on a consolidated basis, to hold a minimum amount of total regulatory capital of 8.0% of risk weighted assets, a minimum amount of Tier 1 capital of 6.0% of risk weighted assets and a minimum amount of Consolidated Common Equity Tier 1 capital of 4.5% of risk weighted assets. In addition to these minimum requirements, we are required to maintain several regulatory capital buffers, on a consolidated basis, with Consolidated Common Equity Tier 1 capital. Such regulatory capital buffers, as currently applied to us, consist of a capital conservation buffer of 2.5%, a G-SIB surcharge of 1.0% and a countercyclical buffer ranging from 0% to 2.5% to be calculated as the weighted average of the buffers deployed across all of the jurisdictions to which we have credit exposures, which was 0.13% as of June 30, 2026. Furthermore, under the leverage ratio regulations adopted by the Financial Services Agency of Japan to implement the Basel III standards, we are currently required to maintain Tier 1 capital at a minimum leverage ratio of 3.15% plus a G-SIB leverage ratio buffer equal to 50% of the applicable G-SIB surcharge, which is currently 0.5%, plus 0.05%. In addition, under the Japanese TLAC Standard, a Japanese G-SIB, including us, is also currently required to maintain certain minimum levels of capital and liabilities that are deemed to have loss absorbing and recapitalization capacity, or external TLAC, in an amount not less than 18% of its consolidated risk-weighted assets and 7.10% of the applicable Basel III leverage ratio denominator (or, in each case, in an amount equal to the applicable required amount of the Internal TLAC on the risk-weighted asset basis or on the total exposure basis, as applicable, if such amount is greater than the relevant ratio set forth above). As of June 30, 2026, we are required to maintain external TLAC in an amount not less than 18.05% of its consolidated risk-weighted assets and 7.10% of the applicable Basel III leverage ratio denominator. Consolidated Common Equity Tier 1 capital that is being used to meet the external TLAC requirement on a risk-weighted assets basis cannot be used to also meet the regulatory capital buffer requirements set forth above. See “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation—Japan” in our most recent annual report on Form 20-F filed with the SEC, which is incorporated by reference herein.

 

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Because of the relatively high level of capital that we are required to hold as a Japanese G-SIB, we may become subject to restrictions on capital distributions and therefore determine to cancel interest payments on the Notes, even though sufficient distributable amounts (bunpai kano gaku) of Mizuho Financial Group are available such that interest cancellation on the Notes would not be mandatory under the terms of the Notes.

Specifically, if we fail to meet the regulatory capital buffer or leverage ratio buffer requirements, including if the capital buffers are used and reduced below the required level to make up for our required external TLAC ratio on a risk-weighted assets basis, under the Japanese capital distribution constraints system, the Financial Services Agency of Japan may order us to submit and carry out a capital distribution constraints plan. A capital distribution constraints plan must be reasonably designed to restore the required regulatory capital buffers or leverage ratio buffer by restricting capital distributions, such as dividends, interest payments on the Notes or our other Additional Tier 1 instruments, share buybacks, redemption and repurchases of the Notes or our other Additional Tier 1 instruments, and bonus payments, up to a certain amount depending on the level of the deficit in our regulatory capital buffers or leverage ratio buffer. As a consequence, in the event that our Consolidated Common Equity Tier 1 capital or Tier 1 capital is insufficient to meet the regulatory capital buffer or leverage ratio buffer requirements applicable to us and we become subject to a capital distribution constraints plan, we may make a determination to cancel interest payments, in whole or in part, on the Notes. Furthermore, if we make a determination to cancel interest payments in respect of the Notes pursuant to a capital distribution constraints plan, we are not restricted from making any dividend or interest payments on our common shares or other liabilities. See “—The Indenture and the Notes contain very limited restrictive covenants and provide limited protection in the event of a change in control.”

As a Japanese G-SIB, we may be subject to stricter capital ratio requirements in the future. In addition, there may be future developments or changes in laws, regulations or rules regarding bank regulatory capital which may require us to reserve greater regulatory capital or buffer capital.

You bear the risk that fluctuations in our Consolidated Common Equity Tier 1 capital or Tier 1 capital, which are inherently difficult to predict, will affect your prospects of receiving interest payments on the Notes. See “—The circumstances surrounding or triggering a Capital Ratio Event, including future regulatory changes, are unpredictable. Holders of the Notes will only receive notice of a Capital Ratio Event after it has occurred.”

Subordination of the Notes, including structural subordination to the liabilities of our subsidiaries, could impair investors’ ability to receive payment.

Upon the occurrence and continuation of a Liquidation Event, any amounts payable under the Notes (except for any amounts that have become due and payable prior to the occurrence of the Liquidation Event and remain unpaid) will be subordinated in right of payment to, and subject to the prior payment of, all existing and future Senior Indebtedness of Mizuho Financial Group, and any such amounts due under such Notes will become payable, only upon a Condition for Liquidation Payment being fulfilled. Specifically, your right of payment as a holder of the Notes will rank senior in priority only to any payments to holders of our common shares or preference shares, if any, and Mizuho Financial Group’s assets on a non-consolidated basis will be applied to satisfy all claims of Senior Indebtedness in full in the liquidation proceeding (seisan) of Mizuho Financial Group pursuant to the Japanese Companies Act before being applied to satisfy your claims. “Senior Indebtedness” means all liabilities of Mizuho Financial Group (including liabilities under dated subordinated obligations and any other subordinated obligations qualifying as its Tier 2 capital under the applicable standards set forth in the Applicable Banking Regulations) other than (i) any liabilities under the Notes and any other series of the perpetual subordinated debt securities to be issued under the Indenture (except for liabilities which have become due and payable prior to the occurrence of a Liquidation Event and remain unpaid) and (ii) any liabilities that rank, or are expressed to rank, effectively, pari passu with, or subordinate to, its liabilities under the Notes or any other securities of the perpetual subordinated debt securities to be issued under the Indenture in respect of payment as to liquidation distributions. If Mizuho Financial Group does not have sufficient assets on a non-consolidated basis to settle claims of Senior Indebtedness in full, your claims will not be settled and, as a result, you will lose the entire amount of your investment in the Notes. Even if Mizuho Financial Group has sufficient assets on a non-consolidated basis to settle claims of Senior Indebtedness in full, the Notes will share

 

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equally in right of payment with claims in respect of any liabilities of Mizuho Financial Group that rank, or are expressed to rank, effectively, pari passu with its liabilities under the Notes in respect of payment as to liquidation distributions. If Mizuho Financial Group do not have sufficient funds on a non-consolidated basis to make full payment on all such claims (including the Notes), you may lose all or part of your investment. See “Description of the Notes—Subordination.”

As of June 30, 2026, Mizuho Financial Group had ¥8,704.3 billion in outstanding indebtedness constituting its Senior Indebtedness on a non-consolidated basis under Japanese GAAP. As of the same date, Mizuho Financial Group had ¥2,029.5 billion in outstanding indebtedness constituting its liabilities ranking, or being expressed to rank, effectively, pari passu with its liabilities under the Notes in respect of payment as to liquidation distributions on a non-consolidated basis under Japanese GAAP.

Mizuho Financial Group expects to incur additional indebtedness constituting its Senior Indebtedness, including Tier 2 capital instruments and external TLAC debts, or its liabilities ranking, or being expressed to rank, effectively, pari passu with its liabilities under the Notes in respect of payment as to liquidation distributions, including Additional Tier 1 capital debt instruments, and nothing in the Notes or the Indenture limits Mizuho Financial Group’s ability to do so. Although the Notes may pay a higher rate of interest than comparable securities which are not so subordinated, you may lose all or some of your investment in the Notes upon the occurrence of a Liquidation Event since Mizuho Financial Group’s assets will be available for any payment to you only after all of Mizuho Financial Group’ senior and more senior subordinated creditors have been paid in full.

We may also incur indebtedness or issue shares that rank effectively pari passu with or are junior to the Notes but are not subject to write-down provisions similar to those of the Notes. In particular, under the Applicable Banking Regulations and the applicable Japanese law, preference shares may be structured to qualify as Additional Tier 1 capital without having going concern write-down provisions similar to the provision of a Going Concern Write-Down upon the occurrence of a Capital Ratio Event or non-viability write-down provisions similar to the provision of the Write-Down and Cancellation upon the occurrence of a Viability Event or Bankruptcy Event under the Notes, and common stock qualifying as Common Equity Tier 1 capital are not required to any write-down provisions similar to those of the Notes. If a Viability Event, Bankruptcy Event or Capital Ratio Event occurs, the principal amount of the Notes will be written down in whole or in part, and as a result, you may recover less ratably than the holders of liabilities or shares that otherwise rank effectively pari passu with or junior to the Notes, but that do not contain similar write-down provisions, or may not recover at all.

Pursuant to the provisions of the Japanese Companies Act, the holders of Mizuho Financial Group’s liabilities (both subordinated and unsubordinated) will be required to file their claims in Japan in a liquidation proceeding (seisan) upon the occurrence of a Liquidation Event. Upon the expiration of the period for filing such claims, Mizuho Financial Group’s liabilities under the claims filed will be performed or settled in a liquidation proceeding pursuant to the provisions of the Japanese Companies Act and other applicable laws. We will have no liability to you for any loss resulting from your failure to receive any distribution, or from any delay in the receipt thereof, in each case as a result of your (or your custodian, nominee, broker or other representative) or the Trustee’s failing to duly file their claims in Japan in a timely manner or at all.

In addition, your claim as a Noteholder is structurally subordinated to the liabilities of our banking and other subsidiaries, including our subsidiaries’ liabilities for deposits, borrowed money, derivative transactions and trade payables. As a Noteholder, you will only be entitled to assert a claim as a creditor of Mizuho Financial Group that is to be paid out of Mizuho Financial Group’s assets. If any of our subsidiaries becomes subject to insolvency or liquidation proceedings, you will have no right to proceed against such subsidiary’s assets.

Mizuho Financial Group is a holding company that currently has no significant assets other than its investments in, or loans to, its subsidiaries, including Mizuho Bank and Mizuho Trust & Banking. Mizuho Financial Group’s ability to service its debt obligations, including its obligations under the Notes, thus depends

 

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on the dividends, loan payments and other funds Mizuho Financial Group receives from its subsidiaries. Mizuho Financial Group may not be able to receive such funds from a subsidiary due to adverse changes in its financial performance or material deterioration in its financial condition, restrictions imposed as a result of such adverse change or deterioration by relevant laws and regulations, including banking and other regulations (such as loss absorption requirements) and limitations under general corporate law, or any contractual obligations applicable to such subsidiary. Furthermore, if a subsidiary becomes subject to insolvency or liquidation proceedings, Mizuho Financial Group’s right to participate in such subsidiary’s assets will be subject to the prior claims of the creditors and any preference shareholders of the subsidiary, except where Mizuho Financial Group is a creditor or preference shareholder with claims that are recognized to be ranked either ahead of or pari passu with such claims. As a result, you may not recover your investment in the Notes in full or at all even though the investors in or creditors of our subsidiaries may recover their investments in full.

Mizuho Financial Group’s loans to, or investments in capital instruments issued by, its subsidiaries made or to be made with the net proceeds from the sale of its instruments may contain contractual mechanisms that, upon the occurrence of a trigger event relating to prudential or financial condition or other events applicable to Mizuho Financial Group or its subsidiaries under regulatory requirements, including the Internal TLAC requirements and the capital adequacy requirements in Japan, will result in a write-down, write-off or conversion into equity of such loans or investments, or other changes in the legal or regulatory form or the ranking of the claims Mizuho Financial Group has against the subsidiaries. For example, to ensure that each of its material subsidiaries in Japan deemed systemically important by the Financial Services Agency of Japan maintains the required minimum level of Internal TLAC under the Internal TLAC requirements in Japan, Mizuho Financial Group may extend to such subsidiaries, using the net proceeds from the sale of the senior debt securities and other debt instruments, subordinated loans that qualify as Internal TLAC instruments pursuant to the Internal TLAC requirements in Japan, including those containing contractual loss absorption provisions (“Contractual Loss Absorption Provisions”) that will discharge or extinguish the loans or convert them into ordinary shares of the subsidiaries if the Financial Services Agency of Japan determines that the relevant subsidiaries are non-viable due to material deterioration in their financial condition after recognizing that they are or are likely to be unable to fully perform their obligations with their assets, or that they have suspended, or are likely to suspend, repayment of their obligations. In addition, Mizuho Financial Group may also extend to each of its banking subsidiaries, using the net proceeds from the sale of Additional Tier 1 perpetual subordinated debt securities, perpetual subordinated loans that qualify as Additional Tier 1 capital, including those containing Contractual Loss Absorption Provisions that will discharge or extinguish the loans or convert them into ordinary shares of the subsidiaries if the Japanese Prime Minister confirms (nintei) that the “specified item 2 measures (tokutei dai nigo sochi),” which are the measures set forth in Article 126-2, Paragraph 1, Item 2 of the Japanese Deposit Insurance Act, the “item 2 measures (dai nigo sochi),” which are the measures set forth in Article 102, Paragraph 1, Item 2 of the Japanese Deposit Insurance Act, or the “item 3 measures (dai sango sochi),” which are the measures set forth in Article 102, Paragraph 1, Item 3 of the Japanese Deposit Insurance Act, need to be applied to such banking subsidiary. See also “Item 4. B. Information on the Company—Business Overview—Supervision and Regulation—Japan—Governmental Measures to Treat Troubled Institutions” in our most recent annual report on Form 20-F, which is incorporated herein by reference. Any such write-down, write-off or conversion into equity, or changes in the legal or regulatory form or the ranking, or the triggering of Contractual Loss Absorption Provisions, could adversely affect Mizuho Financial Group’s ability to obtain repayment of such loans and investments and to meet its obligations under the Notes as well as the value of the Notes.

The Indenture and the Notes contain very limited restrictive covenants and provide limited protection in the event of a change in control.

The Indenture and the Notes do not contain any financial covenants or other restrictions on our ability to pledge or dispose of assets or to secure other indebtedness, incur indebtedness or our ability to issue new securities, including secured obligations and unsecured obligations that rank senior to the Notes or that rank pari passu with the Notes or that rank junior to the Notes, or repurchase our outstanding securities. We may incur indebtedness that ranks senior to, pari passu with or junior to the Notes, including such indebtedness not having

 

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write-down provisions similar to the Notes, at any time and in any currency and with any maturity as we deem appropriate. These or other actions by us could adversely affect the ability of Mizuho Financial Group to pay amounts due on the Notes. In addition, the Indenture and the Notes do not contain any covenants or other provisions that afford more than limited protection to Noteholders in the event of a change in control. See “Description of the Debt Securities—Covenants” in the accompanying prospectus.

Under the mandatory interest cancellation provisions in the Notes, our ability to make interest payments on a given interest payment date depends on the availability of distributable amounts (bunpai kano gaku) of Mizuho Financial Group on such interest payment date as calculated in accordance with the Japanese Companies Act to cover not only interest on the Notes, but also interest and dividends previously paid in respect of the Notes and any Parity Securities and any Junior Securities from the beginning of the fiscal year in which such interest payment date falls until the date immediately preceding such interest payment date, and to be paid in respect of any Parity Securities on the same interest payment date. There are no restrictions under the Indenture and the Notes on further issuances of, or making payments of dividends or interest in respect of, any Parity Securities and any Junior Securities, except restrictions pursuant to the dividend stopper feature of the Notes (as described below, and under “Description of the Notes—Cancellation of Interest Payments—Optional Cancellation of Interest Payments”). Therefore, to the extent that we issue, or continue to issue any Parity Securities or any Junior Securities in the future, this may reduce our ability to secure sufficient distributable amounts (bunpai kano gaku) of Mizuho Financial Group to make interest payments on the Notes, thereby increasing the likelihood of cancellation of interest payments on the Notes. As of June 30, 2026, Mizuho Financial Group had ¥2,029.5 billion in outstanding Parity Securities consisting of perpetual subordinated bonds and loans on a non-consolidated basis under Japanese GAAP, but we have no outstanding Junior Securities or preference shares issued directly by Mizuho Financial Group and no outstanding Parity Securities or Junior Securities issued or created by us through one of our Special Purpose Companies. Even though our outstanding Parity Securities have substantially similar terms with respect to interest payment dates and mandatory cancellation as the Notes, there are no restrictions under the Indenture and the Notes on further issuances of any Parity Securities or any Junior Securities that do not have such similar terms, and accordingly, due to the timing of when interest or dividend payments come due in a given fiscal year in respect of such Parity Securities or Junior Securities or other variation in their respective terms and conditions, the holders of such Parity Securities or Junior Securities may be eligible to receive interest or dividend payments (in part or in whole) whereas interest payments on the Notes are required to be cancelled (in part or in whole).

In addition, the Indenture and the Notes contain no restrictions on further issuances of, or making payments of dividends in respect of, common stock or preference shares, if any, except for restrictions pursuant to the dividend stopper feature of the Notes, and Mizuho Financial Group is authorized to issue additional shares of common stock and several classes of preference shares under its articles of association. Because any payment of dividends on, or any repurchase of, the shares of our common stock or preference shares, if any, would reduce distributable amounts (bunpai kano gaku) of Mizuho Financial Group as calculated in accordance with the Japanese Companies Act, if we elect to pay dividends on, or repurchase, common stock or preference shares, if any, from distributable amounts (bunpai kano gaku) of Mizuho Financial Group prior to or on an interest payment date on the Notes, amounts that would otherwise be allocated to paying interest on the Notes may be reduced or depleted, thereby increasing the likelihood of cancellation of interest payments on the Notes. Currently, we usually pay year-end dividends in June to the holders of record of our common stock as of March 31 and semi-annual dividends in December to the holders of record of our common stock as of September 30, if we elect to pay any dividend, and we also regularly repurchase our common stock under to a share repurchase program pursuant to a resolution of a meeting of our board of directors held after the end of a fiscal year or the first half of a fiscal year.

Although the Notes contain a dividend stopper feature, it may not be effectively exercised. The dividend stopper feature provides that if Mizuho Financial Group determines to cancel an interest payment on the Notes (in whole or in part), in its sole discretion on an interest payment date and such determination is made by Mizuho Financial Group otherwise than pursuant to applicable laws or orders or administrative actions of the FSA or any other relevant Japanese governmental organizations (including an order of the FSA to submit and carry out a

 

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capital distribution constraints plan under the Applicable Banking Regulations), (i) Mizuho Financial Group shall procure that its board of directors shall not resolve, or present its own proposal at a general meeting of shareholders, to make a payment of a cash dividend on Mizuho Financial Group’s common shares and other shares (including any Senior Dividend Preferred Shares) to shareholders as of the immediately preceding record date of dividend payment, and (ii) Mizuho Financial Group shall procure that the ratio of the amount that Mizuho Financial Group cancels in respect of interest or dividends on or in respect of any Additional Tier 1 Liabilities that are due and payable on the same date as such interest payment date to the full amount of such interest or dividends which should have been paid before cancellation on such date be at least equal to the ratio of the amount that Mizuho Financial Group cancels in respect of the interest on such Notes on such interest payment date to the full amount of such interest on such Notes which should have been paid before cancellation on such interest payment date. See “Description of the Notes—Cancellation of Interest Payments—Optional Cancellation of Interest Payments.”

The Notes are unsecured obligations.

The Notes are unsecured obligations, and their repayment may be compromised if:

 

•

Mizuho Financial Group enters into liquidation or other winding-up proceedings;

 

•

Mizuho Financial Group defaults in payment under our secured indebtedness or other unsecured indebtedness; or

 

•

any of Mizuho Financial Group’s indebtedness is accelerated.

If any of these events occurs, our assets may not be sufficient to pay amounts due on the Notes.

We may redeem the Notes at our option in certain situations, subject to certain conditions.

We have the option to redeem the Notes in whole, but not in part, on the first Reset Date or any subsequent Reset Date occurring on each fifth-year anniversary thereafter at a redemption price equal to 100% of their Original Principal Amount, together with any accrued and unpaid interest to (but excluding) the date fixed for redemption and additional amounts, if any, except to the extent of any interest cancelled in accordance with the terms of the Notes, unless the principal amount of the Notes has been subject to one or more Going Concern Write-Downs and such written down amount has not been reinstated in full on the date fixed for redemption as described under “Description of the Notes—Optional Redemption and Repurchases—Optional Redemption.”

In addition, we may, at our option, redeem the Notes, in whole, but not in part, at any time at a price equal to 100% of their Current Principal Amount on the date fixed for redemption, together with any accrued and unpaid interest to (but excluding) the date fixed for redemption and additional amounts, if any, except to the extent of any interest cancelled in accordance with the terms of the Notes, without additional compensation to investors upon the occurrence of certain tax events as described under “Description of the Notes—Optional Redemption and Repurchases—Optional Tax Redemption,” or if there is more than an insubstantial risk that the Notes will be partially or fully excluded from our Additional Tier 1 Capital under the applicable standards set forth in the Applicable Banking Regulations as described under “Description of the Notes—Optional Redemption and Repurchases—Optional Regulatory Redemption.”

Any redemption of the Notes shall be subject to certain conditions, including our obtaining prior confirmation of the FSA (if and to the extent required under the Applicable Banking Regulations), regardless of whether such redemption would be favorable or unfavorable to you. See “Description of the Notes—Optional Redemption and Repurchases.” Similarly, any repurchase by us, or a subsidiary of ours, of the Notes in the open market or otherwise shall also be subject to prior confirmation of the FSA (if and to the extent required under the Applicable Banking Regulations). See “Description of the Notes—Optional Redemption and Repurchases—Repurchases.” Under the Applicable Banking Regulations, the FSA is expected not to grant any prior confirmation required for any

 

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redemption or repurchase of the Notes unless (i) we replace the Notes by capital instruments of an equal or higher quality under terms that are considered to be appropriate for our income capacity on or before such redemption or repurchase or (ii) we are expected to maintain our consolidated regulatory capital ratios at a level sufficiently in excess of the minimum requirements after such redemption or repurchase.

Any decision by us as to whether we will exercise our option to redeem the Notes will be made in our absolute discretion, subject to the conditions described above. Our decision may be influenced by factors including, but not limited to, the economic impact of exercising such option to redeem Notes, the applicable capital, TLAC and other regulatory requirements, any tax consequences and the prevailing market conditions. We may, for example, decide to redeem the Notes if the interest payable on the Notes is greater than the interest that would be payable on our other outstanding financial instruments of comparable terms and of a comparable credit rating.

You will not have any right to require us to redeem the Notes. As a result, you may be required to bear the financial risks of an investment in the Notes permanently. You should not invest in the Notes with the expectation that we will exercise our option to redeem them. In addition, the perception that the Notes may be redeemed in the circumstances described above may negatively affect the market value of the Notes. Moreover, if we redeem the Notes, you may not be able to reinvest the redemption proceeds in financial instruments offering a yield comparable to that on the Notes.

The remedies available to you as holders of the Notes are limited.

The remedies under the Notes are more limited than those typically available to our other creditors. There is no right of acceleration in the case of non-payment of interest on the Notes or of a failure to perform any of our obligations under or in respect of the Notes. Interest payments on the Notes may be cancelled at any time. You may not at any time demand repayment or redemption of the principal amount of the Notes, except upon the occurrence of a Liquidation Event and subject to the satisfaction of certain conditions. Moreover, you will have no rights to take any action or enforce any rights or to instruct the Trustee to take any action or enforce any rights whatsoever in connection with the Notes upon the occurrence of a Viability Event, Bankruptcy Event or Capital Ratio Event. See “Description of the Notes—Write-Downs and Write-Ups of the Notes“ and “Description of the Notes—Write-Down and Cancellation upon a Viability Event or Bankruptcy Event.”

Upon the occurrence of a Liquidation Event, the sole remedy against us practically available for recovery of amounts owing under the Notes is that, subject to certain conditions, the Trustee, on behalf of the holders of the Notes, may at its discretion, or will at the direction of the holders of 25% of the aggregate Current Principal Amount of the outstanding Notes, subject to applicable laws, file liquidation claims in our liquidation proceedings.

For further detail regarding the limited remedies of holders of the Notes and of the Trustee acting on the holders’ behalf, see “Description of the Notes—No Events of Default or Rights of Acceleration; Breach; Waiver of Breach.”

The Notes are complex financial instruments that involve a high degree of risk and may not be a suitable investment for all investors.

The Notes are complex financial instruments and, as a result, an investment in the Notes involves increased risks in comparison to a typical debt investment. Each potential investor of the Notes should determine, either alone or with the assistance of a financial or other adviser, the suitability of such investment in light of its own circumstances. In particular, each potential investor should:

 

•

have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained in this prospectus supplement and the accompanying prospectus;

 

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•

have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;

 

•

have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes;

 

•

understand thoroughly the characteristics of the Notes, such as principal write-down and interest cancellation features and applicable subordination provisions;

 

•

be able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the corresponding risks; and

 

•

understand the accounting, legal, regulatory and tax implications of a purchase, and the holding and disposal of an interest in the Notes.

Prior to making an investment decision, potential investors should consider carefully, in light of their own financial circumstances and investment objectives, all the information contained in this prospectus supplement and the accompanying prospectus.

The features of the Notes as well as external factors may cause the market for the Notes to become illiquid and the market price to decline. You may be unable to sell your Notes at or near their principal amount or at all.

Because the Notes are perpetual securities with no fixed maturity date and no mandatory redemption date, and do not provide for any rights of acceleration, you may seek to sell your Notes in the secondary market as a means to recover your investment in the Notes.

However, given that the Notes are complex financial instruments with increased investment risks, the Notes may have a more limited secondary market compared to conventional debt securities. In addition to the customary risks of illiquidity in the market for a new issue of securities such as the Notes (see “—There is no prior market for the Notes, and the Notes may have limited liquidity.”), the Notes may be especially susceptible to illiquid secondary markets and significant fluctuations in secondary trading prices. Furthermore, the market value of the Notes may not necessarily be evaluated in a manner similar to other types of debt securities issued by non-financial institutions or by financial institutions subject to different regulatory regimes. The trading behavior of the Notes may not necessarily follow the trading behavior of other types of securities.

Factors that may adversely affect market pricing and liquidity of the Notes include the following:

 

•

The secondary market for the Notes may have certain expectations with respect to our making interest payments in the future on the basis of past practice, and these expectations may be reflected in the secondary trading prices of the Notes. For example, the Notes may trade, and/or the prices for the Notes may appear, on trading systems with accrued interest. Any cancellation of interest payments in whole or in part will likely result in a material adverse effect on your ability to sell your Notes in the secondary market and, as a result, the market value and liquidity of the Notes. Furthermore, secondary market purchasers that acquired Notes at prices reflecting accrued interest will have no recourse if, contrary to market expectations, any interest payments on the Notes are cancelled.

 

•

If we do not redeem the Notes at times when the markets may expect us to do so, the market price and liquidity of the Notes could be adversely affected.

 

•

The optional redemption feature of the Notes (and, in particular, any market perception that we may redeem the Notes) may limit their market value, which is unlikely to rise substantially above the price at which the Notes can be redeemed.

 

•

Any indication or perception that we are approaching circumstances that could result in a Capital Ratio Event or a Viability Event or a Bankruptcy Event occurring could be expected to have an adverse effect on the market price and liquidity of the Notes. There is inherent uncertainty regarding whether a

 

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Capital Ratio Event or Viability Event or a Bankruptcy Event will occur, or the amount by which the Notes would be written down in a Going Concern Write-Down. Investors in the secondary market will have varying views on the likelihood, timing, or magnitude of these events and amounts, which may substantially diverge from actual outcomes.

 

•

If securities similar to the Notes issued by other banks are not redeemed when the market expects redemption or are written down, or if interest payments are cancelled, the liquidity of the market for, and market prices of, the Notes could be adversely affected.

 

•

If the Notes are written down in a Going Concern Write-Down, market perception that we are returning to financial health may influence secondary trading behavior on the Notes, even though we are under no obligation and in practice may not exercise our option to write-up the principal amount of the Notes.

Any of these factors may have an adverse effect on the market price and liquidity of the Notes, and therefore on your ability to recover the value of your investment in the Notes, if at all.

There is no prior market for the Notes, and the Notes may have limited liquidity.

There is no existing market for the Notes. Although we have made an application to the Luxembourg Stock Exchange to list the Notes on the official list of the Luxembourg Stock Exchange and for such Notes to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market, there can be no assurance that any active trading market for the Notes will develop or be sustained or whether, or at what price, Noteholders will be able to sell or otherwise transfer their Notes. The liquidity of any trading market for the Notes will depend upon the number of Noteholders, our results of operations and financial condition, the market for similar securities, the interest of securities dealers in making a market in the Notes and other factors. Although certain underwriters have informed us that they intend to make a market in the Notes, such underwriters are not obligated to do so, and any such market-making activity will be subject to the limits imposed by applicable law and may be interrupted or discontinued at any time without notice. If an active trading market for the Notes does not develop or is not sustained, the market price and liquidity of the Notes may be adversely affected and you may be unable to resell our Notes or may only be able to sell them at a substantial discount.

The ratings on the Notes could be lowered, suspended or withdrawn, and Mizuho Financial Group’s credit ratings may not reflect all risks of an investment in the Notes.

We intend to apply for credit ratings for the Notes. Mizuho Financial Group’s credit ratings may not reflect the potential impact of all risks relating to the market value of the Notes. However, real or anticipated changes in Mizuho Financial Group’s credit ratings will generally affect the market value of the Notes.

In addition, other rating agencies may assign credit ratings to the Notes with or without any solicitation from us and without any provision of information from us. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal, the assignment of new ratings that are lower than existing ratings, or a downgrade or potential downgrade in the ratings assigned to us, our subsidiaries or any of our respective securities and could reduce the scope of potential investors in the Notes and adversely affect the price and liquidity of the Notes. We have no obligation to inform Noteholders of any such downgrade, suspension, withdrawal or revision.

The Notes may be assigned a credit rating below investment grade, in which case the Notes will be subject to the risks associated with non-investment grade securities.

The Notes may be assigned a credit rating below investment grade upon issuance or downgraded from investment grade to below investment grade after issuance. See “—The ratings on the Notes could be lowered, suspended or withdrawn, and Mizuho Financial Group’s credit ratings may not reflect all risks of an investment in the Notes.” In such case, the Notes will be subject to a higher risk of price volatility than higher-rated

 

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securities. Furthermore, decreases in our capital ratios, negative changes in our liquidity conditions, increases in our leverage or deteriorating outlooks for us, or volatile markets, could lead to a significant deterioration in market prices of below-investment grade rated securities.

Following a Viability Event, a Bankruptcy Event or a Capital Ratio Event, settlement activities of the Notes through DTC will be suspended and may not be completed as expected or at all.

Upon the occurrence of a Viability Event, a Bankruptcy Event or a Capital Ratio Event, we will endeavor to deliver a notice of principal write-down to the holders of beneficial interests in the Notes through DTC and to the Trustee. In the case of a full write-down or a write-down to one cent per $1,000 in the Original Principal Amount, following the receipt of such write-down notice by DTC and the commencement of the Suspension Period (as defined below), DTC is expected to suspend all clearance and settlement of the Notes through DTC. As a result, the holders of beneficial interests in the Notes will not be able to settle the transfer of any Notes through DTC upon the commencement of the Suspension Period, and any sale or other transfer of the Notes that a holder may have initiated prior to the commencement of the Suspension Period that is scheduled to settle during the Suspension Period will be rejected by, and will not be settled within, DTC.

Although we will endeavor to deliver a write-down notice to DTC and the Noteholders via DTC as soon as practicable after the occurrence of a Viability Event, a Bankruptcy Event or a Capital Ratio Event, the records of DTC will not be immediately updated to reflect the principal write-down, and a period of time, which may exceed several days, will be required before the clearance and settlement of transfers of the Notes through DTC are suspended. Due to such delay, it is possible that transfers that are initiated prior to the commencement of the Suspension Period and scheduled to settle during the Suspension Period will fail to settle through DTC even though such transfers were initiated prior to a Viability Event, a Bankruptcy Event or a Capital Ratio Event. In such circumstances, transferors of the Notes would not receive any consideration through DTC in respect of such intended transfer because DTC will not settle such transfer after commencement of the Suspension Period. Similarly, it is possible that transfers that are initiated prior to the commencement of the Suspension Period and scheduled to settle during the Suspension Period will be settled through DTC even though such transfers were initiated after a Viability Event, a Bankruptcy Event or a Capital Ratio Event. In such circumstances, transferees of the Notes may be required to pay consideration through DTC, and such transferees will have no rights whatsoever under the Indenture or the Notes to take any action or enforce any rights or instruct the Trustee to take any action or enforce any rights whatsoever against Mizuho Financial Group, and no right to recover or receive compensation for any loss resulting from any such settlement or failed settlement will be available to such transferees once a Viability Event, a Bankruptcy Event or a Capital Ratio Event, has occurred, regardless of whether they have received actual or constructive notice of such fact. Any purchaser of the Notes in a secondary market trade that settles through DTC after the occurrence of a Viability Event, a Bankruptcy Event or a Capital Ratio Event but prior to the commencement of the related Suspension Period shall bear the risk that on the Going Concern Discharge Date or the Discharge and Cancellation Date the principal amount of the Notes will be fully or partially written down and the Notes will be cancelled, and such purchaser may be required to settle the trade through DTC.

As a result, notwithstanding such delay or unavailability, holders of the Notes may lose the entire or the relevant partial value of their investment in the Notes on the date on which the relevant full or partial principal write-down occurs. Furthermore, the conveyance of a write-down notice and settlement with respect to the Notes following a Viability Event, a Bankruptcy Event or a Capital Ratio Event will be subject to such procedures of DTC and the relevant participants as may be in effect from time to time.

The amount of any recovery in proceedings in Japan on the Notes may be calculated and determined in Japanese yen, and you will not be compensated for any currency exchange loss resulting from any conversion of such amount into U.S. dollars or other currencies.

If any recovery is obtained on the Notes in liquidation or other proceedings in Japan, the amount of such recovery may be denominated only in Japanese yen. As a result, any Japanese yen-denominated recovery amount

 

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obtained on the Notes in such liquidation or other proceeding, when and as converted into U.S. dollars or any other currency, will change, depending on the currency exchange rate applied at any given time. Fluctuations in the applicable foreign exchange rate may increase your risk of loss on your investment in the Notes if and to the extent you are managing your investment in U.S. dollars or any currency other than the Japanese yen. Furthermore, any period of delay between the time when any such amount is determined in Japanese yen and the time when such amount is converted into U.S. dollars or another currency may further increase your risk of loss as the applicable foreign exchange rate may fluctuate during such period. There is no provision under the terms of the Indenture or the Notes to indemnify the holders of the Notes against losses incurred as a result of any judgment or order being given or made for any amount due and payable under the Notes and such judgment or order being expressed and paid in a currency other than U.S. dollars or any currency other than the Japanese yen, and no other interest or compensation is payable on or for any loss incurred due to the impact of foreign exchange rate fluctuations on your investment in the Notes.

The tax treatment of the Notes for Japanese tax purposes is uncertain.

The Japanese tax treatment of the Notes in respect of the write-down of the principal and the future reinstatement of the principal is not clear, due to lack of court or tribunal precedents or official interpretation of the relevant tax authority on this point. Accordingly, different considerations may apply with respect to the treatment of the redemption loss, meaning any negative difference between the acquisition price of the interest-bearing debt securities of the holder and the amount which the holder receives upon redemption of such interest-bearing debt securities, set forth in “Taxation—Japanese Taxation—The Notes—Interest and Redemption Gain or Redemption Loss on Notes—1. Non-resident Investors—1.2 Redemption Gain or Redemption Loss,” in relation to the Notes, including whether the redemption loss that would otherwise be recognized can be recognized at the time of the write-down of the principal or whether any income or gains, withholdable or otherwise, arise as a result of the future reinstatement of the principal. The holders of the Notes should consult their own legal, tax, accountancy or other professional advisors in relation to the foregoing.

The U.S. federal income tax treatment of a write-down or write-up of principal of the Notes is uncertain.

No statutory, judicial or administrative authority directly addresses the U.S. federal income tax treatment of a write-down of the Notes that could be followed by a write-up of the Notes. Among other matters, it is not clear whether a U.S. investor would be entitled to a deduction for loss at the time of such write-down or may be required to wait to take a deduction until it is certain that no write-up can occur (or until the Notes are disposed of in a taxable disposition). If a U.S. investor is permitted to take a deduction at the time of a write-down, the investor may recognize gain at the time of a subsequent write-up. U.S. investors should consult their tax advisers to determine the U.S. federal income tax consequences of a write-down or reinstatement of principal of the Notes.

The interest rate on the Notes will reset on the applicable Reset Dates.

The interest rate on the Notes will initially be the fixed per annum rate set forth on the cover page of this prospectus supplement from (and including) the issue date to (but excluding) the first Reset Date and will be reset to the applicable Reset Fixed Rate on the first Reset Date and each subsequent Reset Date. From (and including) each Reset Date to (but excluding) the next following Reset Date, the interest rate on the Notes will be a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the Calculation Agent on the applicable Reset Determination Date, plus the margin per annum set forth on the cover page of this prospectus supplement. As a result, the interest rate on the Notes following any Reset Date may be less than the applicable initial interest rate or any applicable Reset Fixed Rate, which would affect the amount of any interest payments under the Notes and, by extension, could affect their market value.

 

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The historical U.S. Treasury Rates are not an indication of future U.S. Treasury Rates.

The interest rate on the Notes from and including a Reset Date to, but excluding, the next following Reset Date will be reset to a fixed per annum rate to be determined based on the applicable U.S. Treasury Rate on the applicable Reset Determination Date. In the past, U.S. Treasury Rates have experienced significant fluctuations. You should note that historical levels, fluctuations and trends of U.S. Treasury Rates are not necessarily indicative of future levels. Any historical upward or downward trend in U.S. Treasury Rates is not an indication that U.S. Treasury Rates are more or less likely to increase or decrease at any time, and you should not take the historical U.S. Treasury Rates as an indication of future rates. You bear the financial risks of fluctuations in the U.S. Treasury Rates and their effect on the interest on, and the market value of, the Notes.

 

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USE OF PROCEEDS

We estimate that we will receive net proceeds from the issuance and sale of the Notes (after deducting underwriting discounts and estimated offering expenses payable by us) of approximately $     million which we intend to use to make a perpetual subordinated loan that is intended to qualify as Additional Tier 1 capital under the applicable Japanese banking regulations and Internal TLAC under the Japanese TLAC Standard to Mizuho Bank. Mizuho Bank intends to utilize such funds for its general corporate purposes.

 

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CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our consolidated capitalization and indebtedness as of March 31, 2026 presented in accordance with U.S. GAAP, as adjusted to give effect to the offering of the Notes. You should read this table in conjunction with the consolidated financial statements and related notes incorporated by reference in this prospectus supplement.

 

		As of March 31, 2026(4)
		Actual				As adjusted
		(in millions of yen)
Indebtedness:
Short-term borrowings		¥	46,215,593			¥	46,215,593
Long-term debt(1)(2)			20,838,501
Total indebtedness		¥	67,054,094			¥
Equity:
MHFG shareholders’ equity:
Common stock—no par value, 4,800,000,000 shares authorized, 2,489,848,594 shares issued			5,767,350				5,767,350
Retained earnings			4,065,899				4,065,899
Accumulated other comprehensive income, net of tax			1,337,912				1,337,912
Less: Treasury stock, at cost—Common stock 51,325,298 shares(3)			(311,529	)			(311,529	)
Total MHFG shareholders’ equity			10,859,633				10,859,633
Noncontrolling interests			618,420				618,420
Total equity		¥	11,478,053			¥	11,478,053
Total capitalization and indebtedness		¥	78,532,147			¥

Notes:

(1)

We regularly issue senior and subordinated notes. We issued an aggregate of U.S.$6.6 billion of U.S. dollar denominated unsecured senior notes in July 2026, an aggregate of ¥180.5 billion of yen denominated unsecured fixed-term subordinated notes in July 2026, an aggregate of ¥290.0 billion of yen denominated unsecured perpetual subordinated notes in July 2026 and an aggregate of €1.5 billion of Euro denominated unsecured senior notes in August 2026. Mizuho Bank issued an aggregate of U.S.$7.5 billion of U.S. dollar denominated unsecured senior notes in April 2026.

(2)

We redeemed U.S.$1.75 billion of U.S. dollar denominated unsecured senior notes in April 2026, €0.75 billion of Euro denominated unsecured senior notes in April 2026, U.S.$1.4 billion of U.S. dollar denominated unsecured senior notes in May 2026, ¥87.0 billion of yen denominated unsecured perpetual subordinated notes and ¥155.0 billion of yen denominated unsecured fixed-term subordinated notes in June 2026, ¥29.0 billion of yen denominated unsecured fixed-term subordinated notes in July 2026 and U.S.$1.1 billion of U.S. dollar denominated unsecured senior notes in July 2026.

(3)

We repurchased an aggregate of 2,085,100 shares of our common stock in May 2026 for ¥14.8 billion, an aggregate of 3,217,600 shares of our common stock in June 2026 for ¥24.8 billion, an aggregate of 3,845,100 shares of our common stock in July 2026 for ¥31.8 billion and an aggregate of 9,078,600 shares of our common stock in August 2026 for ¥75.6 billion, each on a trade date basis under a share repurchase program that authorizes us to repurchase a maximum of 35,000,000 shares of our common stock for a maximum of ¥200.0 billion from May 18, 2026 to September 30, 2026 pursuant to resolutions of the meetings of our board of directors dated May 15, 2026 and July 30, 2026, and we expect to repurchase additional shares of our common stock under this share repurchase program.

(4)	The following foreign currency exchange rate is used in the table above: ¥159.08 = U.S. $1.00.

Except as stated above, there has been no material change in our capitalization and indebtedness since March 31, 2026.

 

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SELECTED FINANCIAL AND OTHER INFORMATION (U.S. GAAP)

The following table sets forth our selected consolidated financial data under U.S. GAAP as of and for the fiscal years ended March 31, 2022, 2023, 2024, 2025 and 2026, which have been derived from our audited consolidated financial statements as of and for the same periods.

The consolidated financial statements of Mizuho Financial Group included in our annual report on Form 20-F for the fiscal year ended March 31, 2026 and incorporated herein by reference have been audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) by Ernst & Young ShinNihon LLC, our independent registered public accounting firm.

You should read the U.S. GAAP selected consolidated financial information presented below together with the information included in “Item 5. Operating and Financial Review and Prospects” and the audited consolidated financial statements, including the notes thereto, in our annual report on Form 20-F for the fiscal year ended March 31, 2026, which is incorporated herein by reference. The information presented below is qualified in its entirety by reference to that information.

 

		As of and for the fiscal years ended March 31,
		2022				2023				2024				2025				2026
		(in millions of yen, except per share data, share number information and percentages)
Statement of Income data:
Interest and dividend income		¥	1,443,941			¥	3,388,791			¥	5,767,000			¥	6,166,977			¥	5,976,373
Interest expense			374,132				2,180,064				4,562,076				4,906,978				4,289,837
Net interest income			1,069,809				1,208,727				1,204,924				1,259,999				1,686,536
Provision (credit) for credit losses			214,408				93,753				47,135				96,943				188,465
Net interest income after provision (credit) for credit losses			855,401				1,114,974				1,157,788				1,163,055				1,498,071
Noninterest income			669,790				888,103				2,743,729				2,002,912				2,818,108
Noninterest expenses			1,767,679				1,933,907				2,278,406				2,406,680				2,630,553
Income (loss) before income tax expense (benefit)			(242,488	)			69,170				1,623,112				759,288				1,685,627
Income tax expense (benefit)			(141,017	)			35,142				425,120				199,532				359,613
Net income (loss)			(101,471	)			34,028				1,197,992				559,756				1,326,013
Less: Net income (loss) attributable to noncontrolling interests			3,251				48,037				285,519				(33,637	)			167,983
Net income (loss) attributable to MHFG shareholders		¥	(104,722	)		¥	(14,009	)		¥	912,473			¥	593,393			¥	1,158,031
Net income (loss) attributable to common shareholders		¥	(104,722	)		¥	(14,009	)		¥	912,473			¥	593,393			¥	1,158,031
Amounts per share:
Basic earnings per common share—net income (loss) attributable to common shareholders		¥	(41.28	)		¥	(5.52	)		¥	359.70			¥	234.55			¥	466.16
Diluted earnings per common share—net income (loss) attributable to common shareholders		¥	(41.28	)		¥	(5.52	)		¥	359.65			¥	234.52			¥	466.09
Number of shares used to calculate basic earnings per common share (in thousands)			2,537,051				2,536,596				2,536,775				2,529,903				2,484,190
Number of shares used to calculate diluted earnings per common share (in thousands)			2,537,051				2,536,596				2,537,100				2,530,282				2,484,581
Cash dividends per share of common stock(1)(2):		¥	80.00			¥	85.00			¥	105.00			¥	140.00			¥	145.00
		$	0.66			$	0.64			$	0.69			$	0.93			$	0.91
Balance sheet data:
Total assets		¥	231,550,704			¥	248,780,722			¥	272,173,152			¥	276,741,152			¥	294,895,707
Loans, net of allowance			89,480,766				93,474,798				97,694,674				98,440,989				105,078,764
Total liabilities			222,108,473				239,055,588				261,741,965				266,191,227				283,417,654
Deposits			157,178,284				164,935,625				172,361,748				173,790,682				179,038,405
Long-term debt			12,578,216				14,893,023				16,277,331				14,914,120				20,838,501
Common stock			5,816,834				5,832,729				5,833,660				5,799,003				5,767,350
Total MHFG shareholders’ equity			8,914,212				8,915,491				9,929,071				10,065,015				10,859,633

 

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		As of and for the fiscal years ended March 31,
		2022				2023				2024				2025				2026
		(in millions of yen, except per share data, share number information and percentages)
Other financial data:
Return on equity and assets:
Net income (loss) attributable to common shareholders as a percentage of total average assets			(0.04	)%			(0.01	)%			0.33	%			0.21	%			0.40	%
Net income (loss) attributable to common shareholders as a percentage of average MHFG shareholders’ equity			(1.30	)%			(0.16	)%			10.03	%			6.61	%			12.92	%
Dividends per common share as a percentage of basic earnings per common share			(193.80	)%			(1,539.86	)%			29.19	%			59.69	%			31.11	%
Average MHFG shareholders’ equity as a percentage of total average assets			3.46	%			3.46	%			3.33	%			3.22	%			3.11	%
Net interest income as a percentage of total average interest-earning assets			0.50	%			0.54	%			0.49	%			0.50	%			0.66	%

Notes:

(1)

Yen amounts are expressed in U.S. dollars at the rate of ¥121.44 = $1.00, ¥132.75 = $1.00, ¥151.22 = $1.00, ¥149.90 = $1.00 and ¥159.08 = $1.00 for the fiscal years ended March 31, 2022, 2023, 2024, 2025 and 2026, respectively. These rates are the noon buying rates on the respective fiscal year-end dates in New York City for cable transfers in yen as certified for customs purposes by the Federal Reserve Bank of New York.

(2)

Figures represent cash dividends per share with respect to the applicable fiscal year. Dividends with respect to a fiscal year include year-end dividends and interim dividends. Declaration and payment of dividends are conducted during the immediately following fiscal year, in the case of year-end dividends, or immediately following interim period, in the case of interim dividends.

 

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SUPPLEMENTAL FINANCIAL AND OTHER INFORMATION (JAPANESE GAAP)

The table below sets forth our selected historical consolidated and other financial data under Japanese GAAP, as of and for the fiscal years ended March 31, 2022, 2023, 2024, 2025 and 2026, and as of and for the three months ended June 30, 2025 and 2026.

The selected consolidated financial information as of and for the fiscal years ended March 31, 2022, 2023, 2024, 2025 and 2026 has been derived from our audited consolidated financial statements under Japanese GAAP which have been audited by Ernst & Young ShinNihon LLC, our independent auditor, and which are not included in or incorporated by reference into this prospectus supplement. The selected consolidated financial information as of and for the three months ended June 30, 2025 and 2026 is derived from our unaudited consolidated financial statements under Japanese GAAP, English-language translations of which are incorporated by reference into this prospectus supplement from our current reports on Form 6-K dated July 30, 2026, and have been prepared in accordance with Article 4, Paragraph 1 of the Standards for the Preparation of Quarterly Financial Statements of the Tokyo Stock Exchange, Inc. (the “Standards”), applying the provisions for reduced disclosures as set forth in Article 4, Paragraph 2 of the Standards. Accordingly, our unaudited consolidated financial statements as of and for the three months ended June 30, 2025 and 2026 are not a complete set of consolidated financial statements in accordance with Japanese GAAP.

Our results of operations as of and for the three months ended June 30, 2026 are not necessarily indicative of our results of operations for the fiscal year ending March 31, 2027 or any future period.

Japanese GAAP differs in certain respects from U.S. GAAP. For a description of certain differences between U.S. GAAP and Japanese GAAP, see “Item 5. Operating and Financial Review and Prospects—Reconciliation with Japanese GAAP” in our most recent annual report on Form 20-F filed with the SEC, which is incorporated by reference herein.

Selected Consolidated Financial Data for Mizuho Group

The table below sets forth selected historical consolidated financial data, as of and for the fiscal years ended March 31, 2022, 2023, 2024, 2025 and 2026 and as of and for the three months ended June 30, 2025 and 2026.

 

		As of and for the fiscal years ended March 31,																				As of and for the three months ended June 30,
		2022				2023				2024				2025				2026				2025				2026
		(in millions of yen, except percentages or where otherwise noted)
Statement of Income data:
Interest income		¥	1,309,009			¥	3,178,214			¥	5,772,536			¥	6,000,202			¥	5,851,595			¥	1,422,571			¥	1,494,425
Interest expense			315,550				2,217,636				4,884,924				4,954,945				4,474,506				1,121,100				1,130,265
Net interest income			993,458				960,578				887,612				1,045,256				1,377,089				301,470				364,160
Trust fees			60,490				58,958				61,487				62,288				67,001				15,503				16,761
Net fee and commission income			740,995				751,693				856,608				906,793				1,080,418				219,765				266,462
Net trading income			287,685				334,708				726,584				1,047,459				894,910				185,178				276,656
Net other operating income			169,839				172,466				171,013				(141,395	)			57,880				42,798				102,752
General and administrative expenses			1,392,896				1,445,283				1,663,951				1,840,702				2,103,458				460,705				505,969
Other income			354,366				231,467				457,762				468,788				619,374				112,294				172,495
Other expenses			610,067				285,625				542,080				358,404				370,930				37,709				100,405
Profit before income taxes			603,872				778,964				955,035				1,190,084				1,622,285				378,595				592,913

 

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		As of and for the fiscal years ended March 31,																				As of and for the three months ended June 30,
		2022				2023				2024				2025				2026				2025				2026
		(in millions of yen, except percentages or where otherwise noted)
Income taxes:
Current(1)			117,341				170,805				276,194				301,525				433,402				102,338				146,412
Deferred			(56,652	)			48,029				(4,459	)			(108	)			(65,275	)			(15,403	)			21,999
Profit			543,183				560,130				683,299				888,667				1,254,157				291,660				424,502
Profit attributable to non-controlling interests			12,703				4,602				4,305				3,234				5,525				1,139				1,593
Profit attributable to owners of parent(20)		¥	530,479			¥	555,527			¥	678,993			¥	885,433			¥	1,248,632	(21)		¥	290,521			¥	422,909	(21)
Gross profits (excluding the amounts of credit costs of trust accounts)(2)		¥	2,252.4			¥	2,278.4			¥	2,703.3			¥	2,920.4			¥	3,477.2			¥	764.7			¥	1,026.7
Gross profits (excluding the amounts of credit costs of trust accounts) + net gains (losses) related to ETFs and others(2)			2,254.3				2,280.2				2,672.2				2,965.6				3,515.6	(22)			769.1				1,070.1	(22)
General and administrative expenses (excluding non-recurring losses and others)(2)			1,414.9				1,473.5				1,681.9				1,854.5				2,091.7				460.2				511.0
Net business profits (excluding the amounts of credit costs of trust accounts, before reversal of (provision for) general allowance for loan losses)(2)			851.2				805.2				1,036.8				1,098.9				1,422.7				312.0				532.4
Net business profits (excluding the amounts of credit costs of trust accounts, before reversal of (provision for) general allowance for loan losses) + net gains (losses) related to ETFs and others(2)			853.1				807.1				1,005.8				1,144.2				1,461.1	(22)(23)			316.4				575.8	(22)(24)
Ordinary profits(2)			559.8				789.6				914.0				1,168.1				1,573.1				368.5				598.9
Credit-related costs(2)(3)			235.1				89.3				106.3				51.6				133.0				(11.4	)			6.1
Net gains (losses) related to stocks(2)			(43.8	)			86.4				23.6				141.2				325.1	(25)			39.8				73.9	(25)
Impairment loss on stocks(2)			(41.6	)			(2.0	)			(2.2	)			(14.8	)			(6.7	)			(3.2	)			(1.5	)

 

S-44

		As of and for the fiscal years ended March 31,																				As of and for the three months ended June 30,
		2022				2023				2024				2025				2026				2025				2026
		(in millions of yen, except percentages or where otherwise noted)
Balance sheet data:
Total assets		¥	237,066,142			¥	254,258,203			¥	278,672,151			¥	283,320,404			¥	302,240,042			¥	278,650,460			¥	304,283,463
Loans and bills discounted(4)			84,736,280				88,687,155				92,778,781				94,108,757				99,753,193				94,011,242				103,079,469
Securities			44,641,060				37,363,140				38,245,422				34,307,574				42,632,517				35,627,012				49,922,242	(26)
Deposits(5)			155,699,803				164,287,324				171,445,201				173,145,546				177,851,631				170,887,614				175,743,682	(27)
Net assets			9,201,031				9,208,463				10,312,135				10,523,753				11,403,890				10,619,730				11,587,130
Basel III related data:(6)
Common Equity Tier 1 capital		¥	8,067,279			¥	8,315,525			¥	9,259,977			¥	9,506,261			¥	10,650,520			¥	9,739,361			¥	11,110,077
Additional Tier 1 capital			1,646,011				1,487,870				1,541,858				1,741,981				2,083,045				1,901,024				1,997,864
Tier 1 capital			9,713,290				9,803,395				10,801,836				11,248,242				12,733,566				11,640,385				13,107,941
Tier 2 capital			1,638,391				1,503,569				1,512,779				1,507,555				1,519,251				1,435,581				1,482,797
Total capital			11,351,682				11,306,965				12,314,615				12,755,797				14,252,817				13,075,966				14,590,739
Risk-weighted assets			64,730,439				70,434,154				72,720,245				71,844,402				80,925,349				72,911,538				82,213,789
Common Equity Tier 1 capital ratio			12.46	%			11.80	%			12.73	%			13.23	%			13.16	%			13.35	%			13.51	%
Common Equity Tier 1 capital ratio(7)			11.52	%			11.28	%			11.83	%			n.a.	(8)			n.a.	(8)			n.a.	(8)			n.a.	(8)
Common Equity Tier 1 capital ratio(9)			9.9	%			9.9	%			10.5	%			11.1	%			10.9	%			11.1	%			11.4	%
Common Equity Tier 1 capital ratio(9)(10)			9.3	%			9.5	%			9.8	%			10.3	%			9.9	%			10.3	%			10.4	%
Tier 1 capital ratio			15.00	%			13.91	%			14.85	%			15.65	%			15.73	%			15.96	%			15.94	%
Total capital ratio			17.53	%			16.05	%			16.93	%			17.75	%			17.61	%			17.93	%			17.74	%
Total exposures		¥	212,972,004			¥	219,441,116			¥	229,376,808			¥	235,543,836			¥	261,045,761			¥	235,631,532			¥	269,157,155
Leverage ratio			4.56	%			4.46	%			4.70	%			4.77	%			4.87	%			4.94	%			4.86	%
External TLAC ratio (risk-weighted assets basis, excluding capital buffers)(11)			24.24	%			24.02	%			25.35	%			26.86	%			26.38	%			25.70	%			26.02	%
External TLAC ratio (total exposure basis, including capital buffers)(12)			8.43	%			8.85	%			9.17	%			9.29	%			9.30	%			9.07	%			9.05	%
Consolidated liquidity coverage ratio(13)			136.5	%			130.6	%			129.7	%			125.1	%			123.2	%			126.5	%			126.1	%
Total high-quality liquid assets(2)(14)		¥	71,174.1			¥	77,599.9			¥	81,168.3			¥	82,668.4			¥	80,989.9			¥	82,081.7			¥	81,865.5
Net cash outflows(2)(14)			52,140.9				59,419.4				62,571.6				66,075.1				65,724.9				64,859.2				64,907.1
Asset quality:
Non-performing loans (“NPL”) balances and ratios(15):
Claims against bankrupt and substantially bankrupt obligors(2)		¥	50			¥	43			¥	36			¥	32			¥	35			¥	29			¥	19
Claims with collection risk(2)			722				655				700				576				474				344				423

 

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		As of and for the fiscal years ended March 31,																				As of and for the three months ended June 30,
		2022				2023				2024				2025				2026				2025				2026
		(in millions of yen, except percentages or where otherwise noted)
Claims for special attention(2)			354				372				515				438				409				419				398
Total disclosed claims under the FRA(2)(15)			1,127				1,071				1,252				1,047				920				793				842
Normal claims(2)(16)			96,228				100,459				105,382				106,430				113,880				106,597				118,256
Total claims(2)(16)		¥	97,355			¥	101,531			¥	106,635			¥	107,477			¥	114,800			¥	107,390			¥	119,098
NPL ratio(15)(17)			1.15	%			1.05	%			1.17	%			0.97	%			0.80	%			0.73	%			0.70	%
Other data:
Other securities(2)(18)		¥	41,075.5			¥	33,613.6			¥	31,404.6			¥	27,071.0			¥	33,930.6			¥	28,357.3			¥	40,956.9
Japanese stocks(2)			1,077.3				997.3				916.9				817.4				698.4				805.3				687.4
Japanese bonds(2)			28,672.6				20,300.7				14,394.8				11,330.4				16,921.9				13,001.9				22,529.5
Foreign bonds(2)			9,351.8				10,135.1				13,005.0				12,501.4				13,167.8				11,759.8				14,432.2
Other(2)			1,973.6				2,180.2				3,087.7				2,421.6				3,142.5				2,790.1				3,307.6
Unrealized gains (losses) related to other securities(19)(28)			962,735				753,341				1,273,714				1,210,350				1,847,002				1,372.0	(2)			1,845.1	(2)
Japanese stocks			1,472,467				1,481,771				2,133,218				1,748,558				2,291,598				1,841.8	(2)			2,359.6	(2)
Japanese bonds			(52,186	)			(61,492	)			(28,514	)			(79,654	)			(138,563	)			(67.6	)(2)			(142.6	)(2)
Foreign bonds			(414,293	)			(580,593	)			(712,294	)			(382,076	)			(321,008	)			(347.6	)(2)			(363.4	)(2)
Other			(43,251	)			(86,343	)			(118,696	)			(76,477	)			14,976				(54.4	)(2)			(8.3	)(2)
Net gains (losses) related to bonds			(52,447	)			(184,107	)			(37,102	)			(147,287	)			(167,532	)			(3.1	)(2)			35.2	(2)

Notes:

(1)	Includes refund of income taxes.

(2)	In billions of yen.

(3)

Credit-related costs consist of (a) expenses related to portfolio problems (including reversal of (provision for) general allowance for loan losses), (b) gains on reversal of allowance for loan losses, and others, and (c) credit costs for trust accounts. For the fiscal year ended March 31, 2025, credit-related costs of ¥51.6 billion included ¥92.4 billion of reserves recorded from a forward-looking perspective and ¥40.8 billion of reversal of other credit-related costs. For the fiscal year ended March 31, 2026, credit-related costs of ¥133.0 billion included ¥54.7 billion of reserves recorded from a forward-looking perspective and ¥78.3 billion of other credit-related costs. For the three months ended June 30, 2026, credit-related costs of ¥6.1 billion included ¥3.0 billion of reserves recorded from a forward-looking perspective and ¥3.0 billion of other credit-related costs. For the three months ended June 30, 2026, Retail & Business Banking Company, Corporate & Investment Banking Company and Global Corporate & Investment Banking Company recorded credit-related costs of ¥16.0 billion, ¥(4.0) billion and ¥(3.5) billion, respectively, on a managerial accounting basis. As of March 31, 2025, March 31, 2026 and June 30, 2026, we had a balance of reserves recorded from a forward-looking perspective of ¥107.4 billion, ¥162.1 billion and ¥165.2 billion, respectively (period-end balance).

(4)	Bills discounted refer to a form of financing in Japan under which promissory notes obtained by corporations through their regular business activities are purchased by banks prior to their payment dates at a discount based on prevailing interest rates.

(5)	Includes negotiable certificates of deposit.

(6)

Risk-adjusted capital data are calculated on a Basel III basis from the fiscal year ended March 31, 2013. We adopted the advanced internal ratings-based approach for the calculation of risk-weighted assets associated with credit risk from the fiscal year ended March 31, 2009. We also adopted the advanced measurement approach for the calculation of operational risk from the fiscal year ended March 31, 2010 until the fiscal year ended March 31, 2023, and the standardized approach from the fiscal year ended March 31, 2024. For more details on capital adequacy requirements set by the Bank for International Settlements, and the guideline implemented by the Financial Services Agency of Japan in compliance thereto, see “Item 5. Operating and Financial Review and Prospects—Capital Adequacy” in our annual report on Form 20-F for the fiscal year ended March 31, 2026, which is incorporated by reference herein.

(7)

Excluding net unrealized gains (losses) on other securities and its associated deferred gains (losses) on hedges from the numerator. Deducts risk weighted assets associated with net unrealized gains (losses) on other securities (Japanese stocks) from the denominator. Includes the effect of partially fixing unrealized gains on stocks through hedging transactions.

 

S-46

(8)

We have not presented the Common Equity Tier 1 capital ratio excluding net unrealized gains (losses) on other securities and its associated deferred gains (losses) on hedges from the numerator and deducting risk weighted assets associated with net unrealized gains (losses) on other securities (Japanese stocks) from the denominator as of March 31, 2025 and 2026 and as of June 30, 2025 and 2026 because these figures are not publicly disclosed.

(9)	On a fully-effective basis under the Basel III finalization framework expected to be fully applied in 2029.

(10)

Excluding net unrealized gains (losses) on other securities and its associated deferred gains (losses) on hedges from the numerator. Deducts risk weighted assets associated with net unrealized gains (losses) on other securities (Japanese stocks) from the denominator. Includes the effect of partially fixing unrealized gains on stocks through hedging transactions. The capital floor is also calculated after deducting the associated reserves from risk weighted assets using the standardized approach.

(11)	Calculated after deduction of capital buffer requirement.

(12)	Calculated before deduction of capital buffer requirement.

(13)

For the three months ended March 31, 2022, 2023, 2024, 2025 and 2026, respectively. Consolidated liquidity coverage ratio is calculated as the three-month average of the daily liquidity coverage ratio for the relevant three months, which is calculated by dividing the balance of total high-quality liquid assets by the amount of net cash outflows on a daily basis for the same three months.

(14)	For the three months ended March 31, 2022, 2023, 2024, 2025 and 2026, respectively.

(15)	Total disclosed claims and NPL ratios are based on the Banking Act and the Financial Reconstruction Act (“FRA”) (including trust account).

(16)	Figures are presented on a consolidated + trust account basis. Trust account represents trust accounts that guarantee principals in the agreement.

(17)	NPL ratio = total disclosed claims under the FRA and the Banking Act (as applicable) / total claims. Includes banking account and trust account.

(18)	Other securities which have readily determinable fair values. Excluding investments in partnership. Figures are on an acquisition cost basis.

(19)

Other securities which have readily determinable fair values. Excluding investments in partnership. Changes in value to be recorded directly to net assets after tax and other necessary adjustments. Figures were calculated based on the quoted market price if available, or other reasonable value, at the end of the month.

(20)

For the fiscal year ended March 31, 2026, consolidated ROE under the Tokyo Stock Exchange standard was 11.4% (an increase of 2.9 percentage points from the previous fiscal year). For the twelve months ended June 30, 2026, consolidated ROE under the Tokyo Stock Exchange standard was 12.5% (an increase of 4 percentage points from the same period in the prior year). Consolidated ROE under the Tokyo Stock Exchange standard includes net unrealized gains (losses) on other securities.

(21)

Net extraordinary gains (losses) were ¥49.1 billion for the fiscal year ended March 31, 2026 (an increase of ¥27.1 billion from the previous fiscal year) and ¥(6.0) billion for the three months ended June 30, 2026 (a decrease of ¥16.0 billion from the same period in the previous fiscal year), which included gains on cancellation of employee retirement benefit trust of ¥69.7 billion (an increase of ¥57.3 billion from the previous fiscal year) and ¥0.0 billion (a decrease of ¥0.6 billion from the same period in the previous fiscal year), respectively.

(22)

Net gains (losses) related to ETFs and others were ¥38.3 billion for the fiscal year ended March 31, 2026 (a decrease of ¥6.9 billion from the previous fiscal year) and ¥43.3 billion for the three months ended June 30, 2026 (an increase of ¥38.9 billion from the same period in the previous fiscal year).

(23)

Includes (i) ¥1,124.7 billion incurred for the Customer Groups, as aggregate figures of Retail & Business Banking Company, Corporate & Investment Banking Company, Global Corporate & Investment Banking Company and Asset Management Company (an increase of ¥201.1 billion from the previous fiscal year) and (ii) ¥260.0 billion incurred for Global Markets Company (an increase of ¥103.1 billion from the previous fiscal year). Figures for the changes from the previous fiscal year were recalculated using managerial accounting rules for the fiscal year ended March 31, 2026.

(24)

Includes (i) ¥335.8 billion incurred for the Customer Groups, as aggregate figures of Retail & Business Banking Company, Corporate & Investment Banking Company, Global Corporate & Investment Banking Company and Asset Management Company (an increase of ¥86.7 billion from the same period in the previous fiscal year) and (ii) ¥199.7 billion incurred for Global Markets Company (an increase of ¥126.2 billion from the same period in the previous fiscal year). Figures for the changes from the same period in the previous fiscal year were recalculated using managerial accounting rules for the fiscal year ending March 31, 2027.

(25)

Net gains (losses) related to stocks excluding net gains (losses) related to ETFs and others were ¥286.8 billion for the fiscal year ended March 31, 2026 (an increase of ¥190.8 billion from the previous fiscal year) and ¥30.5 billion for the three months ended June 30, 2026 (a decrease of ¥4.8 billion from the same period in the previous fiscal year).

(26)	Includes ¥21.0 trillion of Japanese government bonds (an increase of ¥5.6 trillion from the end of the previous fiscal year) and ¥18.7 trillion of foreign bonds (an increase of ¥1.4 trillion from the end of the previous fiscal year).

(27)

Includes ¥121.4 trillion of Japanese yen denominated deposits of Mizuho Bank and Mizuho Trust & Banking on a non-consolidated basis, of which ¥49.3 trillion was individual deposits and ¥72.0 trillion was corporate deposits, ¥4.2 trillion of non-Japanese yen denominated deposits of Mizuho Bank and Mizuho Trust & Banking on a non-consolidated basis and ¥50.0 trillion of deposits of our branches and subsidiaries located outside Japan.

(28)

As of June 30, 2026, net unrealized gains (losses) related to other securities (changes in value to be recorded directly to net assets and after applying net deferred gains/losses of deferred hedging accounting among hedging instruments) was ¥1,822.5 billion (an increase of ¥3.5 billion from the end of the previous fiscal year), which included ¥2,359.6 billion attributable to Japanese stocks (an increase of ¥68.0 billion from the end of the previous fiscal year), ¥(138.8) billion attributable to Japanese bonds (a decrease of ¥5.0 billion from the end of the previous fiscal year) of which ¥(52.5) billion was attributable to Japanese government bonds (an increase of ¥1.3 billion from the end of the previous fiscal year), ¥(387.0) billion attributable to foreign bonds (a decrease of ¥32.2 billion from the end of the previous fiscal year) of which ¥(372.9) billion was attributable to U.S. treasury and government-sponsored enterprise bonds issued in U.S. (a decrease of ¥33.0 billion from the end of the previous fiscal year) and ¥(11.1) billion attributable to other (a decrease of ¥27.1 billion from the end of the previous fiscal year).

 

S-47

Other Related Information for Mizuho Group

 

		As of or for the fiscal years ended								As of or for the three months ended June 30, 2026
Aggregated non-consolidated figures of Mizuho Group’s principal banking subsidiaries(1)		March 31, 2025				March 31, 2026
		(in trillions of yen, except percentages) (on a managerial accounting basis)
Loan balance in Japan(2)
Average balance
Retail & Business Banking Company – Individuals		¥	7.8			¥	7.5			¥	7.3
Retail & Business Banking Company – Corporate			17.0				18.0				18.9
Corporate & Investment Banking Company			32.0				32.2				35.4
Total		¥	56.9			¥	57.8			¥	61.4
Period-end Balance
Retail & Business Banking Company – Individuals		¥	7.6			¥	7.4			¥	7.3
Retail & Business Banking Company – Corporate			17.4				18.3				18.7
Corporate & Investment Banking Company			31.1				34.6				36.8
Total		¥	56.3			¥	60.4			¥	62.9
Loan and deposit rate spread in Japan(1)(3)
Returns on Loans and Bills Discounted (a)			0.98	%			1.32	%			1.59	%
Costs of Deposits (b)			0.06	%			0.21	%			0.32	%
Loans and Deposit Rate Spread (a) – (b)			0.92	%			1.10	%			1.26	%
Average loan spreads in Japan(2)
Retail & Business Banking Company – Corporate			0.61	%			0.64	%			0.67	%
Corporate & Investment Banking Company			0.61	%			0.59	%			0.59	%
		As of or for the fiscal years ended								As of or for the three months ended June 30, 2026
Non-consolidated figures of Mizuho Bank		March 31, 2025				March 31, 2026
		(in billions of U.S. dollars, except percentages) (on a managerial accounting basis)
Loan balance outside Japan(4)(5)
Average balance
APAC		$	88.6			$	89.4			$	89.4
Americas			105.2				110.8				114.0
Europe, Middle East and Africa (“EMEA”)			48.9				47.3				49.3
Total		$	242.7			$	247.5			$	252.7
Period-end Balance
APAC		$	83.6			$	87.7			$	87.9
Americas			106.4				112.4				112.6
Europe, Middle East and Africa (“EMEA”)			47.9				49.0				50.4
Total		$	237.9			$	249.1			$	250.9
Loan and deposit rate spread outside Japan(6)
Returns on Loans and Bills Discounted (a)			5.54	%			4.71	%			4.48	%
Costs of Deposits (b)			4.18	%			3.44	%			3.17	%
Loan and Deposit Rate Margin (a) – (b)			1.36	%			1.26	%			1.31	%
Average loan spread outside Japan(4)(5)			1.12	%			1.11	%			1.07	%

Notes:

(1)	Mizuho Bank and Mizuho Trust & Banking.

 

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(2)

New managerial accounting rules were applied from the beginning of the fiscal year ending March 31, 2027. Figures from March 31, 2025 and March 31, 2026 were recalculated based on the new rules. Excluding loans between the consolidated entities, and loans to the Japanese government and certain other governmental organizations.

(3)	Figures from domestic operations excluding loans to financial institutions (including Mizuho Financial Group), and the Japanese government and certain other governmental organizations.

(4)	New managerial accounting rules were applied from the beginning of the fiscal year ending March 31, 2027. Figures from March 31, 2025 and March 31, 2026 were recalculated based on the new rules. Excluding loans between the consolidated entities.

(5)	Mizuho Bank (including the subsidiaries in China, the U.S., the Netherlands, Indonesia, Malaysia, Russia, Brazil and Mexico).

(6)	Figures from Mizuho Bank, international operations.

 

		As of June 30, 2026
Aggregated non-consolidated figures of Mizuho Group’s principal banking subsidiaries(1)		(in billions of U.S. dollars) (on a managerial accounting basis)
Non-Japanese yen denominated assets/liabilities
Assets:
Loans		$	284.4
Securities			107.7
Others			107.1
Total		$	499.1
Liabilities:
Customer Deposits(2)		$	224.8
Mid- to Long-Term Funding(3)			111.8
Market Operations(4)			106.5
CDs and CPs			56.2
Total		$	499.1

Notes:

(1)	Mizuho Bank (including overseas subsidiaries) and Mizuho Trust & Banking.

(2)

Approximately 50% of customer deposits are from Japanese clients located both inside and outside of Japan, while the remaining 50% are from non-Japanese clients located outside of Japan, of which approximately 20%, 10% and 20% of the customer deposits are from clients located in the Americas, EMEA and APAC, respectively.

(3)	Corporate bonds and currency swaps, etc.

(4)	Repurchase agreements, interbank, central bank deposits and others.

 

		As of
Aggregated non-consolidated figures of Mizuho Group’s principal banking subsidiaries(1)		March 31, 2023				March 31, 2024				March 31, 2025				March 31, 2026				June 30, 2026
		(in trillions of yen, except where otherwise noted) (on an acquisition cost basis, except average remaining period)
JGB Portfolio(2)(3)
Medium- to Long-term Bonds		¥	2.4			¥	1.0			¥	2.6			¥	4.7			¥	6.5
Treasury Discount Bills			14.0				9.8				5.7				10.2				14.0
Total		¥	16.4			¥	10.9			¥	8.3			¥	14.9			¥	20.6
Average remaining period (years)(4)			0.7				0.3				1.0				0.9				0.8

 

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		As of
Aggregated non-consolidated figures of Mizuho Group’s principal banking subsidiaries(1)		March 31, 2023				March 31, 2024				March 31, 2025				March 31, 2026				June 30, 2026
		(in trillions of yen, except where otherwise noted) (on an acquisition cost basis, except average remaining period)
Foreign Bond Portfolio(2)(3)
Debt Securities Issued in the U.S.(5)		¥	6.3			¥	8.5			¥	7.8			¥	7.2			¥	8.0
Others			3.1				3.8				3.9				5.2				5.6
Total		¥	9.5			¥	12.4			¥	11.8			¥	12.4			¥	13.7
Average remaining period (years)(4)			1.1				2.4				2.0				1.2				1.4

Notes:

(1)	Mizuho Bank and Mizuho Trust & Banking.

(2)	Other securities with readily determinable fair values, excluding investments in partnerships.

(3)	Acquisition value.

(4)	Managerial accounting basis. After taking into account hedging activities, excluding bonds held to maturity.

(5)	U.S. Treasury and government sponsored enterprise bonds.

Distributable amounts and track record of dividend payments, share buybacks and interest payments on Additional Tier 1 instruments

Our distributable amounts (bunpai kano gaku), which are equal to the surplus of our net assets over our capital and statutory reserves with adjustments calculated on a non-consolidated basis under Japanese GAAP in accordance with the Japanese Companies Act, were ¥1,939 billion, ¥2,147 billion, ¥2,203 billion, ¥2,521 billion and ¥2,649 billion as of March 31, 2021, 2022, 2023, 2024 and 2025, respectively. Out of such distributable amounts, we paid dividends of ¥196 billion, ¥209 billion, ¥234 billion, ¥304 billion and ¥368 billion during the fiscal years ended March 31, 2022, 2023, 2024, 2025 and 2026, respectively, and made share buybacks of ¥1 billion, ¥1 billion, ¥2 billion, ¥101 billion and ¥402 billion during the fiscal years ended March 31, 2022, 2023, 2024, 2025 and 2026, respectively. In addition, we made interest payments on Additional Tier 1 instruments of ¥23 billion, ¥20 billion, ¥21 billion, ¥25 billion and ¥32 billion during the fiscal years ended March 31, 2022, 2023, 2024, 2025 and 2026, respectively.

 

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