Mizuho Financial SEC Filings

Mizuho Financial Group, Inc. is amending a prior disclosure by furnishing corrected English translations of its FY 2026 Ordinary General Shareholders’ Meeting notice and Business Report. The updated documents cover the period from April 1, 2025 to March 31, 2026 and replace the earlier Form 6-K in full.

Mizuho Financial Group, Inc. reports that the shareholders who had submitted a proposal for its 24th Ordinary General Meeting of Shareholders have now withdrawn that proposal. The withdrawn item sought a partial amendment to the Articles of Incorporation concerning risks associated with the consolidation of Orient Corporation.

The proposing shareholders decided to withdraw after a timely disclosure by Orient Corporation on May 15, 2026 confirmed that Mizuho Bank’s shareholding ratio in Orient had decreased, which they viewed as a significant change in the basis for their proposal. Mizuho’s Board of Directors has resolved to consent to this withdrawal and to partially amend the matters to be resolved at the meeting scheduled for June 26, 2026.

The company notes that the convocation notice for the meeting and related voting materials, dated May 28, 2026, were prepared before the withdrawal and therefore still include the original shareholder proposal. Mizuho requests that shareholders exercise their voting rights on Proposal 1, the appointment of fourteen directors, as proposed by the company.

Mizuho Financial Group, Inc. submitted a Form 6-K as a foreign private issuer to provide U.S. investors with English translations of materials filed in Japan. The filing furnishes the Notice of Convocation of the FY 2026 Ordinary General Shareholders’ Meeting and the Business Report for the period from April 1, 2025 to March 31, 2026, both originally filed with the Tokyo Stock Exchange.

Mizuho Financial Group, through its subsidiary Mizuho Bank, agreed a strategic capital and business alliance with Rakuten Bank to link Mizuho’s corporate lending with Rakuten’s retail deposits and build a new credit creation model. Under the arrangement, Rakuten Bank will deliver 23,559,673 Class A shares to Mizuho Bank, which are intended to be converted into common shares on October 1, 2026, making Mizuho Bank a major shareholder with 10.52% of Rakuten Bank’s voting rights. The partners plan joint initiatives in corporate loan purchases, securitized receivables, digital banking services and operational efficiency, while Mizuho accepts restrictions on further share dealings to preserve Rakuten Bank’s autonomy. Rakuten Bank is also forecasting ordinary income of 314,669 million yen and net profit of 81,325 million yen for the fiscal year ending March 2027, up from 255,579 million yen and 73,072 million yen respectively in the prior year.

Mizuho Financial Group submitted a Form 6-K to clarify media reports about a potential investment in Rakuten Bank, Ltd. The company states that the information reported by Yomiuri Shimbun was not announced by Mizuho. It confirms that various examinations are underway, including the possibility of investing in Rakuten Bank, based on a February 25, 2026 announcement by Rakuten Group and Rakuten Bank about renewed discussions on reorganizing Rakuten’s FinTech business. Mizuho emphasizes that no decision has been made at present and commits to disclosing any pertinent information in a timely and appropriate manner once a decision is reached.

Mizuho Financial Group, Inc. reports that its Board of Directors has decided to oppose a shareholder proposal related to Orient Corporation. The proposal would amend the Articles of Incorporation to require annual estimates and disclosure of key Basel regulatory metrics if Orient Corporation became a consolidated subsidiary.

The board argues that disclosing estimates based on such assumptions could mislead investors into thinking a consolidation decision has been made, and could confuse speculative figures with audited financials and officially calculated capital ratios. It also states that detailed estimation and disclosure requirements for a specific equity-method investee are inappropriate for inclusion in the Articles of Incorporation.

Mizuho Financial Group reported higher profitability for the fiscal year ended March 31, 2026 compared with both actual results and previously announced forecasts for the prior year. Ordinary Income rose slightly to JPY 9,085,438 million from JPY 9,030,374 million, showing broadly stable top-line activity. Ordinary Profits increased more sharply to JPY 1,573,159 million, up JPY 405,018 million or 34.6%, driven mainly by strong growth in Fee business in and outside Japan and profits from the sale of cross-holding stocks. Profit Attributable to Owners of Parent improved to JPY 1,248,632 million, a rise of JPY 118,632 million or 10.4%. Earnings per Share increased from JPY 453.49 to JPY 502.92, a gain of JPY 49.43 or 10.8%, indicating stronger returns per share for shareholders.

Mizuho Financial Group, Inc. plans to repurchase up to 25,000,000 shares of its common stock, described as up to 1.0% of total shares outstanding excluding treasury stock as of March 31, 2026. The aggregate repurchase amount is capped at ¥100,000,000,000, with purchases to occur from May 18, 2026 to August 31, 2026 through market purchases utilizing a trust method.

The company states this action aligns with its capital policy, which targets an optimal balance between capital adequacy, growth investment and shareholder returns, using a total payout ratio of 50% or more as a guide. All shares repurchased under this program are scheduled to be cancelled as of September 24, 2026, reducing the number of shares outstanding.

Mizuho Financial Group, Inc. reports stronger results for fiscal 2025 (year ended March 31, 2026). Ordinary income was ¥9,085.4 billion, up 0.6%, while ordinary profits rose to ¥1,573.2 billion, a 34.6% increase. Profit attributable to owners of parent climbed 41.0% to ¥1,248.6 billion, lifting earnings per share to ¥502.92 from ¥350.20.

Total assets grew to ¥302,240.0 billion and total net assets to ¥11,403.9 billion, with the own capital ratio at 3.7% and net assets per share at ¥4,640.23. Despite negative operating and investing cash flows, cash and cash equivalents remained high at ¥59,677.6 billion.

The annual dividend on common stock was raised to ¥145.0 per share for fiscal 2025 and is estimated at ¥150.0 for fiscal 2026. Mizuho also approved a new share repurchase of up to 25,000,000 shares (about 1.0% of issued shares) or ¥100 billion, all of which will be cancelled, alongside a Common Equity Tier 1 capital ratio of 9.9% on a Basel III finalization basis.