Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

Date: November 14, 2024

Mizuho Financial Group, Inc.

/s/ Takefumi Yonezawa

Takefumi Yonezawa

Senior Executive Officer / Group CFO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

Commission File Number 001-33098

Mizuho Financial Group, Inc.

(Translation of registrant’s name into English)

5-5, Otemachi 1-chome

Chiyoda-ku, Tokyo 100-8176

Japan

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THE PROSPECTUS FORMING A PART OF MIZUHO FINANCIAL GROUP, INC.’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-266555) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

November 14, 2024


		Company Name:		Mizuho Financial Group, Inc.
		Representative:		Masahiro Kihara, President and Group CEO
		Head Office:		1-5-5 Otemachi, Chiyoda-ku, Tokyo
		Code Number:		8411 (Prime Market of Tokyo Stock Exchange)

Notice Regarding Repurchase and Cancellation of Our Common Stock

(Repurchase of our common stock pursuant to the provisions of Article 156, Paragraph 1 of the Companies Act, in accordance with the provisions of Article 459, Paragraph 1 of the Companies Act and the Articles of Incorporation of Mizuho Financial Group, Inc., and cancellation of repurchased common stock pursuant to Article 178 of the Companies Act)

Mizuho Financial Group, Inc. (“MHFG”) hereby announces that its Board of Directors resolved today to repurchase its common stock pursuant to the provisions of Article 156, Paragraph 1 of the Companies Act of Japan (“Companies Act”) and in accordance with the provisions of Article 459, Paragraph 1 of the Companies Act and Article 47 of its Articles of Incorporation, and cancel the repurchased common stock pursuant to Article 178 of the Companies Act.

1.	Reason for the Repurchase of Common Stock

MHFG maintains a capital policy pursuing the optimum balance between capital adequacy, growth investment and enhancement of shareholder returns. In accordance with this initiative, MHFG set forth its shareholder return policy pursuant to which progressive dividends are its principal approach while also executing flexible and intermittent share buybacks considering our business results and capital adequacy, our stock price and the opportunities for growth investment.

2.	Outline of Repurchase


(1) Stock to be repurchased		MHFG common stock
(2) Aggregate shares to be repurchased		Up to a maximum of 50,000,000shares(1.9% of total shares outstanding excluding treasury stock as of September 30, 2024)
(3) Aggregate amount of repurchase price		Up to a maximum of ¥100,000,000,000
(4) Repurchase period		From November 15, 2024 to February 28, 2025
(5) Repurchase method		Market purchase utilizing trust method

3.	Outline of Cancellation

(1) Type of stock to be cancelled: MHFG common stock

(2) Number of shares to be cancelled: All of the common stock repurchased as stated in item 2 above

(3) Scheduled cancellation date: March 21, 2025

*The actual number of shares to be cancelled will be announced after completion of the repurchase as stated in item 2 above.

(Reference) Treasury Stock held by MHFG as of September 30, 2024


Total shares outstanding (excluding treasury stock)		2,534,958,851 shares
Treasury stock		4,291,043 shares

End of document

This immediate release contains statements that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, including estimates, forecasts, targets and plans. Such forward-looking statements do not represent any guarantee by management of future performance. Factors that could affect our financial condition and results of operations are included in “Item 3.D. Key Information—Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in our most recent Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”), which is available in the Financial Information section of our web page at www.mizuhogroup.com and also at the SEC’s web site at www.sec.gov. We are under no obligation, and disclaim any obligation, to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by the rules of the Tokyo Stock Exchange.

Mizuho Financial (NYSE:MFG)
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