{"url_path":"/sec/mfg/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1335730/0001193125-26-283791-index.html","accession_number":"0001193125-26-283791","cik":"0001335730","ticker":"MFG","issuer_name":"MIZUHO FINANCIAL GROUP INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1335730/0001193125-26-283791-index.html","primary_entity_key":"0001335730","primary_entity_name":"MIZUHO FINANCIAL GROUP INC"},"word_count":25892,"has_tables":true,"body_markdown":"ITEM 4.\n\nINFORMATION ON THE COMPANY\n\n4.A. History and Development of the Company\n\nThe Mizuho Group\n\nThe Mizuho group was created on September 29, 2000 through the establishment of Mizuho Holdings, Inc. as a holding company of our three predecessor banks, The Dai-Ichi Kangyo Bank, The Fuji Bank and The Industrial Bank of Japan. On October 1, 2000, the respective securities subsidiaries of the predecessor banks merged to form Mizuho Securities Co., Ltd., and the respective trust bank subsidiaries merged on the same date to form Mizuho Trust & Banking.\n\nA further major step in the Mizuho group’s development occurred in April 2002 when the operations of our three predecessor banks were realigned through a corporate split and merger process under Japanese law into a wholesale banking subsidiary, the former Mizuho Corporate Bank, and a banking subsidiary serving primarily retail and small and medium-sized enterprise customers, the former Mizuho Bank. As an additional step for realigning the group structure, Mizuho Financial Group was established on January 8, 2003 as a corporation organized under the laws of Japan, and on March 12, 2003, it became the holding company for the Mizuho group through a stock-for-stock exchange with Mizuho Holdings, which became an intermediate holding company focused on management of the Mizuho group’s banking and securities businesses. The legal and commercial name of the company is Mizuho Financial Group, Inc.\n\nIn May 2003, we initiated a project to promote early corporate revitalization of customers in need of revitalization or restructuring and to separate the oversight of restructuring borrowers from the normal credit origination function. In July 2003, our three principal banking subsidiaries, the former Mizuho Corporate Bank, the former Mizuho Bank and Mizuho Trust & Banking each transferred loans, equity securities and other claims outstanding relating to approximately 950 companies to new subsidiaries that they formed. In October 2005, based on the significant reduction in the balance of nonaccrual loans held by these new subsidiaries, which we call the “revitalization subsidiaries,” we deemed the corporate revitalization project to be complete, and each of the revitalization subsidiaries was merged into its respective banking subsidiary parent.\n\nIn the fiscal year ended March 31, 2006, we realigned our entire business operations into a Global Corporate Group, Global Retail Group and Global Asset and Wealth Management Group. In October 2005, in connection with this realignment, we established Mizuho Private Wealth Management Co., Ltd., a private banking subsidiary, and converted Mizuho Holdings on October 1, 2005 from an intermediate holding company into Mizuho Financial Strategy Co., Ltd., an advisory company that provides advisory services to financial institutions.\n\nIn May 2009, Mizuho Securities and Shinko Securities Co., Ltd. conducted their merger, with the aim of improving our service-providing capabilities to our clients and to offer competitive cutting-edge financial services on a global basis.\n\nIn September 2011, Mizuho Trust & Banking became a wholly-owned subsidiary of Mizuho Financial Group, Mizuho Securities became an unlisted subsidiary of the former Mizuho Corporate Bank, and Mizuho Investors Securities became a wholly-owned subsidiary of the former Mizuho Bank, through their respective stock-for-stock exchanges. The purpose of these stock-for-stock exchanges was to further enhance the “group collective capabilities” by integrating group-wide business operations and optimizing management resources such as workforce and branch network.\n\nIn January 2013, Mizuho Securities and Mizuho Investors Securities merged in order to provide integrated securities services as the full-line securities company of the Mizuho group. Mizuho Securities aims to further strengthen collaboration among banking, trust banking and securities businesses of the group, expand the company’s customer base to enhance the domestic retail business, and rationalize and streamline management infrastructure.\n\n \n\n23\n\nIn April 2013, we turned Mizuho Securities, a consolidated subsidiary of Mizuho Financial Group, into a directly-held subsidiary of Mizuho Financial Group, whereby we moved to a new group capital structure, placing banking, trust banking, securities and other major group companies under the direct control of the holding company.\n\nIn July 2013, the former Mizuho Bank and the former Mizuho Corporate Bank merged, and the former Mizuho Corporate Bank, the surviving entity, changed its trade name to Mizuho Bank, Ltd. The purpose of the merger was to become able to provide directly and promptly diverse and functional financial services to both the former Mizuho Bank and the former Mizuho Corporate Bank customers, utilizing the current “strengths” and “advantages” of the former Mizuho Bank and the former Mizuho Corporate Bank, and to continue to improve customer services by further enhancing group collaboration among the banking, trust banking and securities functions and, at the same time, to realize further enhancement of the consolidation of group-wide business operations and optimization of management resources, such as workforce and branch network, by strengthening group governance and improving group management efficiency.\n\nIn July 2016, with consideration of the rule of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) regarding the operations of foreign banking organizations with U.S. operations, we established a bank holding company, Mizuho Americas LLC, which holds our primary U.S.-based banking, securities and institutional custody services (trust banking) entities together under it, with the aim to proactively strengthen corporate governance and expand our profit base through the consistent implementation of our collaborative corporate and investment banking, securities and institutional custody services strategy in the United States in line with the global operation of our new in-house company system.\n\nIn December 2017, two subsidiaries of Mizuho Americas LLC, the former Mizuho Bank (USA) and the Mizuho Trust & Banking Co. (USA), merged. The merged entity, Mizuho Bank (USA), provides both banking services and trust services.\n\nIn October 2016, with a view to strengthening our respective asset management businesses, we and The Dai-ichi Life Insurance Company, Limited integrated the asset management functions of both groups, namely, DIAM Co., Ltd., the asset management function of Mizuho Trust & Banking, Mizuho Asset Management Co., Ltd. and Shinko Asset Management Co., Ltd., and formed a new company named Asset Management One Co., Ltd., a consolidated subsidiary of Mizuho Financial Group.\n\nIn March 2017, we, Sumitomo Mitsui Trust Holdings, Inc., Resona Bank, Limited and The Dai-ichi Life Insurance Company, Limited executed a memorandum of understanding to commence detailed analysis and negotiations in preparation for the management integration of Japan Trustee Services Bank, Ltd. and Trust & Custody Services Bank, Ltd., which was a consolidated subsidiary of Mizuho Financial Group. Based on the aforementioned memorandum of understanding, Trust & Custody Services Bank and Japan Trustee Services Bank incorporated JTC Holdings, Ltd. by joint share transfer in October 2018. After the joint share transfer, Trust & Custody Services Bank and Japan Trustee Services Bank became wholly-owned subsidiaries of JTC Holdings, and JTC Holdings, Trust & Custody Services Bank and Japan Trustee Services Bank became equity-method affiliates of Mizuho Financial Group. In July 2020, JTC Holdings and Trust & Custody Services Bank merged with Japan Trustee Services Bank as the surviving entity, which changed its trade name to Custody Bank of Japan, Ltd. The purpose of the integration was to contribute to further growth in the domestic securities settlement market and domestic investment chain by realizing more stable and higher quality operations and strengthening its system development capabilities by seeking the benefits of scale.\n\nIn May 2020, we decided to integrate three consolidated subsidiaries of Mizuho Financial Group, Mizuho Information & Research Institute, Inc., Mizuho Research Institute Ltd. and Mizuho Trust Systems Company, Limited with Mizuho Information & Research Institute as the surviving entity. Based on this decision, Mizuho Information & Research Institute and Mizuho Trust Systems merged with Mizuho Information & Research Institute as the surviving entity in January 2021, and Mizuho Information & Research Institute and Mizuho\n\n \n\n24\n\nResearch Institute were integrated and became a new company, Mizuho Research & Technologies Ltd. in April 2021. The purpose of the integration was to significantly improve the ability of the Mizuho group to provide “New value beyond the conventional boundaries of finance” by organically combining and amalgamating each company’s research, consulting, and IT development capabilities.\n\nIn December 2021, Mizuho Private Wealth Management Co., Ltd., which had offered services catered to the ultra-wealthy, was dissolved, and its functions were assumed by Mizuho Bank, Ltd. in order to strengthen the group-wide capabilities of providing such services.\n\nIn April 2023, we established a venture capital firm, Mizuho Innovation Frontier Co., Ltd., for the purpose of promoting both business and technological advances in each of the Mizuho group’s companies. The establishment of Mizuho Innovation Frontier is a direct response to the recent ever-growing demand for innovative business expansion and the modernization of existing business platforms in the financial industry amidst the significant changes that industrial structures and the social and economic environment are experiencing, and is also our response to promote and support new business initiatives, the expansion of existing business, and overall innovation within the Mizuho group.\n\nOn April 5, 2025, Mizuho Bank Europe N.V., the Amsterdam-based subsidiary of Mizuho Bank, completed the absorption merger of Mizuho Securities Europe GmbH, the Frankfurt-based subsidiary of Mizuho Securities. As a result, effective April 7, 2025, Mizuho Bank Europe transitioned to a universal bank in the EU, integrating both banking and securities operations under one entity.\n\nOn January 5, 2026, Mizuho Bank and Mizuho Research & Technologies entered into a merger agreement. Subsequently, on April 1, 2026, Mizuho Bank and Mizuho Research & Technologies completed a merger, with Mizuho Bank as the surviving entity, integrating the businesses of both companies. In addition to its core banking functions, Mizuho Bank seeks to further strengthen its management foundation by leveraging the combined expertise of professionals in research, consulting, IT, and technology development, promoting collaboration and synergy across these areas.\n\nOther Information\n\nOur registered address is 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan, and our telephone number is 81-3-5224-1111.\n\nThe SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. As a foreign private issuer, we are exempt from the rules under the Exchange Act that prescribe the furnishing and content of proxy statements to shareholders. Our corporate website is www.mizuho-fg.co.jp/index.html.\n\n4.B. Business Overview\n\nGeneral\n\nWe engage in banking, trust banking, securities and other businesses related to financial services.\n\nIn the fiscal year ended March 31, 2026, the final fiscal year of the medium-term business plan (FY2023 to FY2025), the Mizuho group worked together on business focus areas and enhancing our corporate foundations toward growth.\n\nAs for our business, as priority areas for resolving societal issues and accomplishing sustainable growth, we worked on “Support for the doubling of asset-based income,” “Improving customer experience,” “Enhancing the competitiveness of Japanese companies,” “Sustainability and innovation” and the “Global Corporate & Investment Banking (CIB) business model.”\n\n \n\n25\n\nWe worked to improve customer experience by transitioning our branches to consultation-focused branches that provide asset building and management services to individual customers, improving the user interface (UI) and user experience (UX) of our various service channels, and deepening collaboration with the Rakuten Group, which operates its own ecosystem, and other partners. In addition, to meet the asset building and management needs, including needs for Nippon Individual Savings Accounts (NISAs), Japan’s new tax exemption scheme for investment by individuals, we launched services for employees of client companies as collaborative services of Mizuho Bank and Rakuten Securities, offering a “regular investment NISA at workplace” program, which can be introduced as a company’s employee benefit program. To enhance the competitiveness of Japanese companies, we offered support for our clients’ business challenges and their undertaking of corporate actions. Alongside this, we provided risk capital to startups and assisted business owners with their succession needs. Outside Japan, we responded to a wide range of our clients’ needs by expanding the capital markets business through an in-depth CIB (Corporate & Investment Banking) strategy for each region and operating them as a globally-unified group.\n\nFor more information on the initiatives that we have taken in the fiscal year ended March 31, 2026, see “—Group Operations—Group Management Structure.”\n\nAs for corporate foundations, to enhance our corporate foundations which support our growth, we worked on corporate culture transformation, human capital enhancement, digital transformation (DX), IT reforms and maintenance of stable business operations.\n\nWith the aim of instilling our Corporate Identity and Purpose, we actively carried out office visits by management members and conducted town hall meetings to raise employee engagement through the activation of internal communications. As a result, with respect to positive response rates for staff survey questions related to engagement and inclusion, the engagement score was 65% and the inclusion score was 69% in the fiscal year. In order to promote the participation and advancement of employees and realize a talent portfolio in alignment with our business strategy, we implemented our “CANADE” human resources framework to ensure that compensation and assignments are based more on the scope of responsibilities than seniority or years of experience, and to promote employees’ self-driven career development. We also continued initiatives to prevent further incidents of IT systems failures and to strengthen our ability to respond to failures. Even after the inspections had run their course, we continued such initiatives by incorporating them into our day-to-day operations to continuously deter major system failures, and at the same time, we made efforts to ensure that our initiatives take root.\n\nIn addition to the above-mentioned initiatives, we have proceeded with initiatives such as the creation of new business opportunities and the expansion of solution domains through the use of digital technology and open collaboration with third parties, including those in other industries.\n\nGrowth Strategy\n\nThe Mizuho group’s growth strategy came about through a process of “backcasting” from its long-term goal for the future, which envisions personal well-being and a sustainable society and economy, as well as being based on our aim for the world in 10 years and the business areas we need to focus on to bring it to fruition.\n\nThe Mizuho group has identified four domains for its target business model to drive the “4+a” strategy that integrates the functions in each domain, and further, we are enhancing our corporate foundations towards achievement and growth in this regard.\n\n(1) Four strategic domains\n\n \n\n \n•\n \n\nMass-market retail business in Japan\n\n \n\n \n•\n \n\nWe aim to extend our reputation for accessibility and reliability and continue as our retail customers’ bank of choice through improved customer convenience in our digital, remote and\n\n \n\n26\n\n \n\nphysical channels and product differentiation. We will secure the stable deposits necessary to provide funding to customers, industry and society. This will also bring in a future customer base for our asset and wealth management business.\n\n \n\n \n•\n \n\nAsset and wealth management in Japan\n\n \n\n \n•\n \n\nWe will take on the challenge of doubling asset-based income alongside our customers as we work to become the most reliable brand in asset and wealth management and positively contribute to our customers’ personal well-being. Drawing on the collective strengths of our group’s consulting services, we are meeting the asset formation, management and succession needs of our individual customers and further enhancing the capabilities of Asset Management One, our group’s asset management arm.\n\n \n\n \n•\n \n\nSupporting the growth of Japanese companies\n\n \n\n \n•\n \n\nWe aim to be an expert partner that delivers value-added solutions for business creation and growth. With our support for Japanese companies that are enhancing their competitiveness and our support for sustainability and innovation, we aim to contribute to Japan’s sustainable growth, enhancing Japan’s global competitiveness, and transitioning to a low-carbon society and circular economy. We will leverage our competitiveness to grow together with our clients, connecting our corporate clients of various scales and at various stages and providing thorough support for business growth and enhancement of corporate value.\n\n \n\n \n•\n \n\nGlobal Corporate & Investment Banking (CIB) business\n\n \n\n \n•\n \n\nWe deliver comprehensive financial solutions to clients throughout the world by leveraging our strong presence in capital markets, particularly in the United States, and our extensive global network. In furtherance of realizing a productive society and economy, we aim to rank in the top ten for global Corporate & Investment Banking (CIB) and be a strategic partner to our clients.\n\n(2) Enhancing our corporate foundations which support our growth\n\n \n\n \n•\n \n\nCorporate culture transformation\n\n \n\n \n•\n \n\nEnhance engagement with our employees and clients through seamlessly promoting internal communication and brand communication.\n\n \n\n \n•\n \n\nHuman capital enhancement\n\n \n\n \n•\n \n\nStrengthen our human capital through two aspects: a commitment to strategic HR, which aligns business strategy and HR strategy; and an emphasis on employee narratives whereby employees are able to take greater initiative in designing their own individual careers.\n\n \n\n \n•\n \n\nDigital transformation (DX)\n\n \n\n \n•\n \n\nStrengthen the foundations for digital transformation by promoting scaling of incubation that leverages our group’s strengths to the fullest extent; by improving productivity through, among others, digitalization of operations and utilization of AI; by developing employees who can realize the Mizuho DX strategy; and by utilizing data.\n\n \n\n27\n\n \n•\n \n\nIT reforms\n\n \n\n \n•\n \n\nStrengthen business execution ability by taking down the boundaries between business divisions and the IT division, aiming for lasting corporate value for Mizuho.\n\n \n\n \n•\n \n\nBring about the desired results of various IT transformation measures while controlling costs over the medium- to long-term to achieve such aims.\n\n \n\n \n•\n \n\nMaintenance of stable business operations\n\n \n\n \n•\n \n\nPrevent memories of system failures from fading and enhance our ability to respond to crises during regular operations.\n\n \n\n \n-\n\nFor continuous deterrence of major system failures, ensure the continuance of initiatives for prevention of further system failures and enhancement of response capabilities, and also prevent memories of system failures from fading.\n\n \n\n \n•\n \n\nContinuously upgrade our cybersecurity framework suited to the G-SIBs.\n\n \n\n \n•\n \n\nFurther strengthen and expand our framework of measures for anti-money laundering (AML) and combating the financing of terrorism (CFT).\n\n \n\n \n•\n \n\nThoroughly strengthen our global governance and flexibly control risks in light of the external environment.\n\n \n\n28\n\nSustainability approach and initiatives\n\n1. Identification of Sustainability-Related Risks and Opportunities\n\nWe have identified the following as sustainability-related risks and opportunities that may reasonably be expected to affect our outlook.\n\nR: Risk/O: Opportunity\n\n \n\nTheme\n\n  \n\nTopics\n\n  \n\nR/O\n\n  \n\nContents\n\nEnvironmental Sustainability\n  \nClimate Change\n  \nR\n  \nWe may incur tangible and intangible losses as a result of transition risks and physical risks arising from climate change and affecting various risk categories, including credit risk.\n\n  \nO\n  \nIncreasing financing to support clients’ initiatives for\nindustrial and business transformation and the\ncommercialization of new technologies that facilitate\nthe transition to a decarbonized society may have a\npositive effect on our results of operations.\n\n  \nNatural Capital\n  \nO\n  \nIncreasing financing to support clients’ initiatives toward climate-change linked efforts, including conservation and restoration of water, biodiversity and other aspects of natural capital, may have a positive effect on our results of operations.\n\n  \nCircular Economy\n  \nO\n  \nIncreasing financing to support climate change linked efforts, including client initiatives to realize a circular economy, may have a positive effect on our results of operations.\n\nHuman Capital\n  \nHuman Resource Base\n  \nR\n  \nA decline in employee initiative, diverse perspectives and inclusivity risks stifling active discussion and innovation, and this could combine with accelerated talent outflow and delays in expert development to pose a threat to our overall talent portfolio.\n\n  \nO\n  \nWe seek to create a virtuous cycle of overall business\nenhancement by empowering diverse talent, fostering a\nself-directed corporate culture, implementing reskilling\nand personnel development initiatives. This may lead\nto further HR investment, higher employee\nengagement and increased motivation, ultimately\ndriving improved business performance.\n\n  \nWorking Environment\n  \nR\n  \nLow employee morale due to excessive workloads, coupled with potential damage claims resulting from workplace accidents or administrative penalties, and criticism from stakeholders, could severely damage our credibility and brand image.\n\n \n\n29\n\nTheme\n\n  \n\nTopics\n\n  \n\nR/O\n\n  \n\nContents\n\nHuman Rights\n  \nR\n  \nOur credibility and brand may be damaged by lawsuits for damages brought by victims and criticism from stakeholders if we cause or contribute to human rights violations or are directly linked to such violations through our business activities.\n\nFair and Honest Corporate Conduct\n  \nCorporate Ethics\n  \nR\n  \nLegal and regulatory violations, both domestic and international. Criticism arises due to business practices that diverge from societal expectations, including business practices that are not customer oriented.\n\n  \nAML/CFT and Financial Crime\n  \nR\n  \n\nSerious legal violations occur due to a lack of awareness of laws and sanctions, inadequate system support, and diminished compliance awareness.\n\n \n\nAs financial businesses diversify and technology advances, criminal methods become more sophisticated, leading to the misuse of financial services for criminal and terrorist activities, which results in criticism from the international community.\n\nInformation Security\n  \nData Security\n  \nR\n  \nOur credibility may be severely undermined by lawsuits for damages and criticism from stakeholders in the event of large-scale leakage, loss or damage of customer information (collectively, “customer data breaches”) caused by deficiencies in information management systems, employee error or malicious acts.\n\n  \nCybersecurity\n  \nR\n  \nOur credibility may be severely undermined by lawsuits for damages and criticism from stakeholders if cybersecurity-related failures occur within the Mizuho group, at clients, or at third parties with whom we have business relationships, including outsourced service providers and suppliers of goods and services.\n\n2. Governance\n\n(1) Governance bodies and individuals\n\nOur corporate governance framework is as described in “Item 6. C. Board Practices.” Our sustainability initiatives are also managed under this framework.\n\nOur Board of Directors is responsible for overseeing sustainability-related risks and opportunities. The Board determines basic policies on sustainability initiatives, sets sustainability-related targets and monitors progress, and reviews the performance of duties by Directors and Executive Officers. In addition, the Risk Committee, established as an advisory board to our Board of Directors, makes recommendations on decisions and oversight regarding risk governance and related matters. Through this structure, we leverage the expertise of external specialists and have established a framework capable of exercising appropriate oversight. The Board of Directors and the Risk Committee discuss major sustainability issues from both risk and opportunity perspectives, including potential tradeoffs, and regularly disclose the substance of these discussions.\n\n \n\n30\n\nThe Board of Directors and the Risk Committee receive, at least once a year, reports on matters discussed and deliberated by the Sustainability Promotion Committee, the Risk Management Committee, the Executive Management Committee and other executive bodies.\n\nIn 2023, we redefined our corporate philosophy and formulated our medium-term management plan. To enable swift execution aimed at achieving this plan and to ensure the effective exercise of the Board’s oversight function, we identified the following as skills that the Board of Directors as a whole should possess: management; risk management and internal controls; finance and accounting; financial markets; human resources and organization; IT and digital; sustainability; and global. The “Board of Directors Skills Matrix” shows, for each of these skills required of the Board as a whole, the core skills that each Director individually possesses. We believe that the Board of Directors as a whole is equipped with the skills necessary to fulfill its responsibilities. We also believe that each committee, including voluntary advisory committees that draw on the expertise of external members, has the skills required in light of its respective role.\n\nFurthermore, as part of our compensation for executive officers, we have introduced a performance-linked compensation scheme (“Stock Compensation II”), an evaluation framework that uses key stakeholders—shareholders, clients, the economy and society, and employees—as evaluation axes. Key indicators include sustainability-related metrics such as origination of sustainable finance, climate change initiatives and assessments by ESG rating agencies.\n\n(2) Role of management\n\nThe President and Executive Officer serves as Group CEO and has overall responsibility for our operations. An Executive Management Committee has been established as an advisory body to the President and Executive Officer and deliberates important matters related to the execution of business operations concerning sustainability. In addition, bodies such as the Management Policy Committee comprehensively deliberate and coordinate Mizuho group-wide sustainability issues and matters of strategic importance for our business.\n\nMoreover, the Sustainability Promotion Committee, chaired by the President and Executive Officer, deliberates and coordinates initiatives on environmental and social issues, including responses to climate change, the conservation of natural capital and respect for human rights. Major matters discussed and decided on the executive side are reported to the Board of Directors at least once a year.\n\n3. Strategy\n\nWe define sustainability as “environmental conservation and the sustainable development and prosperity of the Japanese and global economies, industries and society, and Mizuho’s sustainable and steady growth.” By advancing our sustainability initiatives, we aim to manage in a way that considers value creation for a wide range of stakeholders and to enhance corporate value through sustainable and stable growth, thereby contributing to the resolution of social issues.\n\n(Environmental sustainability)\n\nWe have formulated “Mizuho’s Approach to Achieving Net Zero by 2050,” which sets out our vision and actions for realizing a decarbonized society by 2050, and a “Net Zero Transition Plan,” which clarifies our medium- to long-term strategies and initiatives to implement the approach set out in our Environmental Policy.\n\n(a) Client engagement\n\nIn addressing climate change, we place importance on client engagement both from the perspective of risk management and of capturing business opportunities. We approach clients’ carbon-neutral strategies, business strategies, and financial and capital strategies through analysis and planning, constructive dialogue,\n\n \n\n31\n\nand solution provision and co-creation. Through such engagement, we support clients’ transitions, thereby helping both us and our clients reduce transition risks and capture business opportunities, and facilitating energy transition in the real economy and the realization of a decarbonized society.\n\n(b) Environmental and Social Management Policy for Financial Activities\n\nTo prevent and mitigate adverse impacts on the environment and society, we have identified issues and sectors with a high likelihood of contributing to such impacts through financing, investment and other activities, and have established an “Environmental and Social Management Policy for Financial Activities.”\n\n(c) Supporting clients’ steady transition efforts\n\nIn order to capture business opportunities associated with the transition to a decarbonized society, we provide consistent support to our clients from both financial and non-financial perspectives to restructure business portfolios, transform supply chains, and work toward the social implementation of next-generation technologies that will lead to future industrial structural transformations. Our support ranges from issue recognition, strategy formulation, implementation and commercialization, to financing during the execution stage.\n\n(d) Building the foundation for future carbon neutrality\n\nTo help realize a decarbonized society in Japan, we focus on energy transition in high-emitting industries and on the capture and offset of CO2 in sectors where emission reductions are challenging, and promote initiatives aiming at developing next-generation technologies and market expansion.\n\n- Initiatives for energy transition Recognizing hydrogen and similar energy sources as critical to the decarbonization of power generation, heating and raw material production, we promote financing for hydrogen and related production fields to help create demand, lower costs and build supply chains.\n\n- Initiatives toward CO2 capture and offset Recognizing that carbon credits are a mechanism to supply financing to decarbonization projects and are expected to expand efforts to achieve net zero emissions throughout society, we are working toward developing and expanding the emerging carbon-credit market.\n\n(e) Integrated approach to climate change, natural capital and the circular economy\n\nWe also place importance on the mutual interconnection among environmental issues and focus on initiatives that take into account synergies and trade-offs among climate-change initiatives, natural capital and the circular economy.\n\nWe provide natural-capital-related and blue finance to support clients’ business activities that contribute to nature-positive business activities, and provide natural-capital-related consulting services, such as the visualization of natural-capital-related risks and opportunities and support for TNFD disclosures. We are also working on product development and the expansion of services in the natural capital field through collaboration with other companies.\n\nIn the circular-economy field, we make use of our financing functions and build platforms through our collaboration among industry, government, academia and regional networks. We are advancing initiatives in this area through two approaches. The first is a regional-based axis, which involves establishment of regional recycling systems and fostering of core companies that link product manufacturing with waste recycling and proper waste treatment. The second is a resource-specific axis, which focuses on building recycling systems for emerging fields such as sustainable aviation fuel (SAF) and storage batteries.\n\n \n\n32\n\n(f) Climate adaptation initiatives\n\nIn the ASEAN region, where vulnerability to natural disasters is high, adaptation has become an urgent issue, and governments have begun developing taxonomies and financing frameworks. We contribute to the development of funding frameworks by serving as chair of the “Adaptation Finance Working Group” under the ASEAN Capital Markets Regulators Initiative. We support clients’ efforts to enhance adaptation and resilience by developing new financing products, and provide consulting services that use simulation technologies for flood-risk assessment.\n\n(Human capital initiatives)\n\nWe regard human capital as the source of value creation, and seek to establish a foundation for the continuous enhancement and enrichment of our human capital through our “CANADE” initiative. By instituting strategic HR and emphasizing employee narratives, we are achieving flexible HR management aligned with our business strategies. Simultaneously, we are advancing initiatives that empower our employees to embrace their authentic selves, take ownership of their careers, and drive personal growth. Specifically, we aim to ensure that each and every employee can perform to their best in their own way and grow together with the Mizuho group, by implementing the following initiatives.\n\n(a) Strategic HR\n\nWithin our in-house “company” system, we aim to achieve flexible allocation of personnel across entity boundaries, and encourage the development of personnel who will lead our business in the future. To this end, we are enabling individual business divisions to take the lead in their HR management as well as promoting planned talent acquisition and development in alignment with our business strategies and cultivating executive leaders across diverse business areas.\n\n(b) Employee narratives\n\nTo ensure that all employees can be their full selves, find fulfillment in their growth, and feel a sense of purpose in working at Mizuho, we are investing in learning and providing opportunities for growth through our Career Development Management initiative. We are also aiming to create inclusive organizations and environments enabling employees to work healthily and safely.\n\n(c) Corporate Culture Transformation\n\nCorporate culture is a key building block of “CANADE” in instituting strategic HR while emphasizing employee narratives. Our personnel are the creators of our corporate value, but they can only maximize their abilities and talents in the context of a positive corporate culture. We are focusing on internal communication and brand communication to achieve an internal culture in which all executives and employees identify personally with our corporate identity, think and act on their own to embody that identity, and act in unity to provide value to our customers, the economy and society.\n\n(Human rights)\n\nWe have established a Human Rights Policy and, with reference to international standards such as the UN Guiding Principles on Business and Human Rights, are implementing our commitment to respect human rights in order to prevent or mitigate potential adverse impacts arising from our business activities.\n\n[Inside the Mizuho group]\n\nWe are proactively working to raise human rights awareness among officers and employees. To this end, we conduct human rights training programs, create and provide human rights educational materials, and maintain a promotion framework that includes appointing human rights promotion officers and human rights promotion committee members at all Head Office divisions and branches.\n\n \n\n33\n\nIn addition, to ensure appropriate responses to concerns regarding human rights violations, we have established consultation and grievance mechanisms, including a Mizuho Human Rights Helpline, which employees can use with confidence as it guarantees anonymity, confidentiality, fairness and the protection of whistleblowers’ rights.\n\n[Across our entire Supply Chain]\n\nWe recognize that providing financial services to clients that do not appropriately address respect for human rights may damage the trust that we receive from customers and society, and may also give rise to concerns regarding the recovery of loans, investments and other exposures. Accordingly, we have established an Environmental and Social Management Policy for Financial Activities and identified matters and sectors with a high potential to cause adverse impacts on human rights through financing, investment and other activities.\n\nTo manage the risk of involvement in adverse impacts on human rights through our business relationships, including financing and investment, we conduct human rights due diligence by implementing:\n\n \n\n \n(a)\n\nidentification and assessment of adverse impacts on human rights;\n\n \n\n \n(b)\n\nprevention and mitigation of adverse impacts on human rights;\n\n \n\n \n(c)\n\nmonitoring of our response status; and\n\n \n\n \n(d)\n\ndisclosure and publication of information.\n\n(a) Identification and assessment of adverse impacts\n\nWe identify and assess potentially adverse impacts of our business activities on human rights and have developed a Human Rights Issues Map. We regularly review the human rights issues to which we should give priority and strengthen our response and review regularly. In doing so, we take into account changes in the internal and external business environment and requests from stakeholders, including NGOs, and review the list of issues, our level of possible involvement (as cause, contributor, or direct link) and the severity and the likelihood of occurrence.\n\nWhen a human rights incident is detected, we engage in dialogue with the relevant individuals as necessary and determine whether enhanced due diligence (EDD) is required.\n\n(b) Prevention and mitigation of adverse impacts\n\nIn cases where adverse human rights impacts are identified, we implement measures to prevent or mitigate those impacts. For financing and investment, our primary business, we have established policies and procedures and implemented mechanisms to prevent and mitigate adverse human rights impacts.\n\nIn the event that any serious incident is detected, we investigate the response of the client based on our EDD framework and take action as necessary, including through engagement to request improvements.\n\n(c) Monitoring of our response status\n\nWe monitor the implementation of EDD, including the results of engagement as well as our overall initiatives to respect human rights, and report to the Board of Directors, the Executive Management Committee and other bodies on these topics at least once a year. For individual incidents, we review the effectiveness of our responses and consider whether or not continued monitoring or additional improvements are necessary.\n\n \n\n34\n\n(d) Disclosure and publication of information\n\nWe actively communicate with stakeholders and ensure transparency by disclosing information on our initiatives to respect human rights.\n\n(Fair and honest corporate conduct)\n\n[Corporate Ethics]\n\nWe have established a Basic Policy of Compliance, which sets forth basic expectations for thoroughgoing compliance, and the Mizuho Code of Conduct, which sets forth standards of behavior to be followed by all executive officers and employees when implementing the precepts of our Corporate Identity. In addition, we have established Conduct Guidelines for Compliance, which set out the model of conduct we are required to follow. We ensure that every officer and employee understands these policies thoroughly through ongoing training and messages from management.\n\nIn addition, we monitor the status of compliance levels through self-assessments by each department and through monitoring conducted by the compliance department of each group company.\n\n[AML/CFT and Financial Crime]\n\nWe have put in place a framework to respond to the requirements of the relevant laws and regulations in each jurisdiction, as well as the demands of both local supervisory authorities and international organizations. In conjunction with this, we are improving our AML/CFT measures by bringing in experts outside the Mizuho group and collaborating with external specialist organizations.\n\nWe have been working to prevent and contain damage due to impersonation fraud and social media-based investment fraud, both of which are on the rise in Japan, by improving customer awareness, monitoring transactions and suspending transactions where necessary.\n\n(Information security)\n\n[Data security]\n\nWe have established a Basic Approach for Group Business Management Concerning Information Management, which sets forth the basic policy for group management administration for the management of information, and an Information Security Policy as a basic policy for the appropriate protection and use of information assets.\n\nWe have published specific mandatory standards as Information Security Standards under the Information Security Policy. We promote awareness among officers and employees of the importance of information management through education and training programs. We identify and assess information security risks in a timely and accurate manner and conduct ongoing monitoring of compliance with information security requirements.\n\n[Cybersecurity]\n\nWe recognize the enhancement of cybersecurity as a key management priority. Under the leadership of senior management, and as a provider of critical social infrastructure in the field of finance, we have declared in our Cybersecurity Management Declaration our commitment to contributing to safe and secure cyberspace, and we continuously promote measures across the Mizuho group globally, including for third parties.\n\nWe have established a Group Basic Policy for Cybersecurity Risk Management, identify and assess the nature and magnitude of cybersecurity risks in light of the characteristics of our businesses and systems, and\n\n \n\n35\n\nimplement appropriate defensive measures commensurate with those risks, while maintaining a framework that enables prompt response in the event of a cyberattack. In addition, we collect information on the growing sophistication of cyberattacks and advances in defense technologies on a daily basis, formulate plans to further enhance our cybersecurity, and monitor cybersecurity risks across the Mizuho group in a timely and accurate manner.\n\n4. Risk management\n\n(1) Processes and related policies for identifying and monitoring sustainability-related risks and opportunities\n\nIn assessing and prioritizing sustainability-related risks and opportunities, we select those that can be reasonably expected to affect our outlook (collectively, “material risks and opportunities”) based on each potential event’s potential financial impact and likelihood of occurrence.\n\nWhen evaluating potential financial impact, we establish criteria and assess impact from the perspectives of business continuity and achievement of our strategies. In setting these criteria, we consider the scope of impact and influence on our reputation and management base.\n\nWe also periodically confirm consistency between the sustainability-related material risks and opportunities thus identified and the existing “top risks” previously selected for monitoring by the Mizuho group as a whole.\n\nSustainability-related risks and opportunities are subject to periodic monitoring, and the results are reported to the Board of Directors and other relevant bodies. In addition, if there are changes in the external environment or in our strategies, we review sustainability-related risks and opportunities as necessary.\n\n(2) Relationship between the above processes and the overall risk management framework\n\nWe have introduced a risk appetite framework (RAF) with the intention of increasing our corporate value to integrate our business strategy, financial strategy and risk management operations. We categorize risks by driver, such as credit risk, market risk and operational risk, and manage each category in a manner appropriate to its characteristics. We seek to identify and assess risks on an aggregate basis and control them under a comprehensive risk management framework.\n\nWithin this framework, we recognize sustainability-related risks and, after identifying those that are important for the execution of our business plans, seek to control them in light of the specific characteristics of each risk category and our business strategies.\n\nWe have also a top risk management system in place that designates as top risks those risks perceived to have a major impact on us. As of May 2026, top risks include, among others, intensifying environmental and climate related impacts and divergent national policy responses, stagnation of sustainable growth due to talent shortages, improper acts and omissions by excusive officers / employees, money laundering and terrorist financing and cyberattacks.\n\nWe use these top risks to strengthen risk control and governance, for example by exploring measures to strengthen risk controls, including prevention and post-event strategies, and by reflecting such measures in our business plans. For further details on our top risk management system and related matters, please refer to “Item3D Risk Factors”.\n\nGroup Operations\n\nGroup Management Structure\n\nWe operate our group through five in-house companies, which determine and promote strategies group-wide across banking, trust banking, securities and other business areas according to customer segments, and two units that support all of the in-house companies.\n\n \n\n36\n\nThe company system is classified into the following five in-house companies and two units: the Retail & Business Banking Company; the Corporate & Investment Banking Company; the Global Corporate & Investment Banking Company; the Global Markets Company; the Asset Management Company; the Global Transaction Banking Unit; and the Research & Consulting Unit.\n\nRetail & Business Banking Company\n\nThe Retail & Business Banking Company is responsible for customer segments that consist of individual customers, SMEs and middle-market corporations, and engages in consulting services that integrate banking, trust banking, securities and other functions within the Mizuho group, as well as providing convenient financial services by leveraging advanced technologies and forming alliances with other companies.\n\nFor individual customers, the Retail & Business Banking Company will strive to improve our capacity to provide consulting services, including on asset management and asset succession, while working on the development and provision of convenient services by leveraging advanced technologies and forming alliances with other companies and institutions.\n\nAs a reliable partner in an era of lengthening lifespans, we support customers who have concerns about their long-term plans, and in addition to the consulting services that combine banking, trust banking and securities functions, we offer our customers asset formation support that utilizes advanced technologies, such as AI-powered asset management advisory services and asset management support utilizing remote channels, etc. Accordingly, in addition to strengthening our efforts related to NISA and iDeCo, an individual-type defined contribution pension plan, we will strengthen financial education through seminars.\n\nFurthermore, to support smooth asset succession, we provide products and services that utilize our trust functions such as Multifunctional Safety Trust and will trusts, and inheritance arrangement services.\n\nWith respect to the loan business, we have expanded our line of housing loan and card loan products and offer various products and services in response to each customer’s life stage, including products that meet a diverse range of needs, internet-based services and the development of a new business model that utilizes advanced technology.\n\nWe also provide products and services to officers and employees of our corporate clients, such as opening accounts for payroll, providing housing loans, management of retirement payments, etc.\n\nIn addition, in an effort to increase customer convenience, we have enhanced the efficiency of our branch and ATM network throughout Japan. As part of these efforts, we pushed for banking, trust banking and securities services to be provided at the same location, including by setting up Mizuho Securities’ “Planet Booths” in the branches and offices of Mizuho Bank.\n\nMoreover, with the aim of constructing a convenient and efficient channel network that responds to changes in customer needs, we are promoting branch development based on market potential and renewals that ensure visibility and prominence, along with the next generation of branches and offices which serve as consulting spaces.\n\nWe have also made efforts to enhance customer convenience. For example, we are engaging in collaboration with other companies and are utilizing advanced technologies to offer new financial and other services and to enhance the quality of our internet and smart phone services, in light of changing customer needs due to ongoing digitalization.\n\nFurther, we undertake a business related to lottery tickets, such as the sales of lottery tickets issued by prefectures and ordinance-designated cities.\n\n \n\n37\n\nOn May 15, 2026, Mizuho Bank entered into a business alliance agreement with Muninova Holdings Inc. and Orient Corporation. In addition, Mizuho Bank entered into a share transfer agreement pursuant to which Mizuho Bank will transfer a portion of the shares it holds in Orient Corporation, representing 15% of the total voting rights, to Muninova Holdings Inc. Mizuho Bank, Muninova Holdings Inc. and Orient Corporation have agreed to explore the realization of seamless connectivity between non-bank and banking transactions, leveraging their respective strengths to the fullest extent.\n\nOn May 20, 2026, Mizuho Bank and Rakuten Bank, Ltd. entered into a strategic capital and business alliance agreement for the purpose of establishing a new credit creation model through collaboration between a megabank and a digital bank. Through the alliance, the parties will be able to implement various initiatives that link the financing needs of Mizuho Bank’s corporate customers and other clients with Rakuten Bank’s retail deposits. The parties believe that such initiatives will strengthen Mizuho Bank’s origination capabilities and diversify Rakuten Bank’s asset portfolio, thereby contributing to the enhancement of corporate value and, ultimately, to the development of the Japanese economy. In conjunction with the alliance, Mizuho Bank will receive 10.52% of Rakuten Bank’s common shares as consideration for transferring its shares of Rakuten Card Co., Ltd. to Rakuten Bank, subject to certain conditions, on October 1, 2026.\n\nFor small- and medium-sized enterprises and middle-market firms, the Retail & Business Banking Company provides solutions with respect to both types of needs: management issues such as business development; and the personal issues of customers who are business owners, such as asset inheritance and management, etc.\n\nIn response to increasing customer needs related to their growth strategy or business succession in an unclear business environment, we offer multi-layered solutions in response to the various development stages of our customers’ businesses through the combined strength of our entire group, including banking, trust banking and securities, based on a customer-focused approach.\n\nSpecifically, we offer syndicated loans, advisory services related to overseas expansions, mergers and acquisitions-related services, and business matching services, depending on the customers’ business strategies, in addition to brokering financial products and expanding the customer base for our trustee business for defined contribution pension plans, combining financial services and advanced advisory services.\n\nFurthermore, due to the aging of Japanese business owners, business succession and asset inheritance has become a matter of urgency. Using our succession and property know-how, we actively offer solutions for optimal and smooth business succession and asset inheritance, including the inheritance of business ownership and corporate stock as well as corporate reorganization, addressing both individual and corporate needs.\n\nMoreover, we leverage our existing customer base to support the growth of innovative companies that show future promise by means of finance and other solutions.\n\nIn light of structural changes in customer needs against the backdrop of further progress in digitalization, an aging society with a low birthrate and other factors, we aim to enhance the efficiency of sales channels, including physical storefronts, and expand new business areas to realize the wants and desires of individual customers as well as the sustainable growth of corporate customers.\n\nIn order to achieve this goal, we intend to take advantage of our broad customer base, trustworthiness and dependability, as well as our consulting capabilities. At the same time, we intend to collaborate openly with those both inside and outside the Mizuho group to provide new value incorporating both financial and non-financial products and services, as a partner for individual customers’ life plans and corporate customers’ growth strategies and business succession.\n\nOn September 19, 2025, Mizuho Bank acquired 76.9% of the shares of Upsider Holdings, Inc. (“Upsider”), making Upsider a consolidated subsidiary of Mizuho Bank. We and Upsider have affirmed their shared\n\n \n\n38\n\ncommitment to further accelerate solutions and growth support for Japanese companies by bringing together their technical capabilities, knowledge, client bases and networks. Under this commitment, we and Upsider will further enhance their common initiatives in the areas of integrated services and solutions, new credit models based on AI-human synergy and open ecosystems.\n\nCorporate & Investment Banking Company\n\nThe Corporate & Investment Banking Company is responsible for customer segments consisting of large companies, financial institutions and public-sector entities in Japan, and provides custom-designed solutions for each client on a group-wide basis to meet their needs for both financial or non-financial products and services through investment banking product functions, such as M&A and businesses related to real estate.\n\nFor large corporate customers, based on our solid customer relationships and utilizing our global industry knowledge, we do not only provide financing, but also group-wide financial solutions such as fund management, underwriting of equity and bonds, M&A advisory and risk hedging products, etc., on a global basis to meet their needs in fund-raising, investment, management and financial strategies.\n\nMizuho Bank and Mizuho Securities have introduced a dual-hat structure in Japan. Through inter-sectoral group collaboration, they provide our customers with solutions tailored to their capital management, business strategy and financial strategy.\n\nMizuho Bank and Mizuho Trust & Banking together provide solutions related to real estate, where we have a leading track record in the industry in Japan. They also work together in the areas of pensions, asset securitization, securities management, stock transfer agent matters, consulting matters, etc., in response to our customers’ diversified needs.\n\nFor financial institutions, we offer advisory services and solutions, such as advice on financial strategy and proposals on various investment products, by concentrating our diverse financial expertise from each group company to meet the increasingly sophisticated and diversified needs of customers.\n\nFor public sector customers, as a leading bank with a wealth of experience and a solid track record, we provide optimal financial services group-wide that include funding support as a trustee and underwriter of public bonds, and services as a designated financial institution. In addition, in the field of revitalizing rural regions in Japan, an important matter to the Japanese economy, we engage in Public Private Partnerships/Private Finance Initiatives (PPP and PFI) projects in collaboration with regional financial institutions, national and regional government entities and their affiliates.\n\nWe will build new relationships with customers and endeavor to realize value co-creation and co-prosperity based on changes in customer needs in response to changes in social and industrial structures. To that end, we plan to enhance our risk management services for our customers through products and services such as mezzanine investment and debt financing, including preferred shares and subordinated loans.\n\nThe environment that our customers are facing is changing rapidly due to such factors as the progress of industry transformation and society’s heightened interest in sustainability, as well as intensified geopolitical risks. Under such circumstances, we strive to become a value co-creation partner for our customers in order to help them achieve sustainable growth by providing solutions with in-depth industry- and product-specific knowledge through the combined strength of our banking, trust banking and securities functions.\n\nGlobal Corporate & Investment Banking Company\n\nThe Global Corporate & Investment Banking Company is responsible for customer segments consisting of both Japanese companies operating outside Japan and non-Japanese companies, and provides various solutions by taking advantage of our deep understanding of our clients’ businesses and our strengths in corporate finance and transaction banking, such as lending and corporate bond underwriting.\n\n \n\n39\n\nFor our Japanese corporate customers, we provide integrated support both in and outside Japan to help them expand their overseas operations. We offer highly specialized services that use our advanced financial technologies and expertise. Particularly in Asia, we support Japanese corporate customers developing new markets by offering advisory and other services.\n\nIn addition, through our Global 300 Strategy, which involves focusing on a group of approximately 300 blue-chip non-Japanese companies, we are expanding business with non-Japanese corporate customers. We aim to provide loan capital markets and debt capital markets financing and financial solutions to global companies developing businesses in Asia, by utilizing our high presence in the U.S. capital markets and our networks in Asian economic regions that have been growing rapidly.\n\nMeanwhile, we are enhancing our channels with customers in order to strengthen the framework to support their businesses outside Japan. We are forming business alliances with local financial institutions and government-affiliated institutions to provide up-to-date local information to our customers. We are also enhancing our service framework to address the diverse business needs of customers. We aim to build long-term relationships with customers by utilizing business, financial and ESG consulting and our close relationships with the top management of corporate customers based on our know-how and insight regarding each country and industry sector.\n\nIn anticipation of future growth constraints, such as the phased implementation of Basel regulations and our foreign currency funding capabilities, we will continue our initiatives such as improving our profitability by strengthening current business bases and diversifying our product lineup, the reforming of cost structure and the adjusting of our business portfolio through selection and concentration.\n\nOn April 5, 2025, Mizuho Bank Europe N.V., a local subsidiary of Mizuho Bank in Amsterdam, Netherlands, as the surviving company, merged with Mizuho Securities Europe GmbH, a local subsidiary of Mizuho Securities in Frankfurt, Germany. Mizuho Bank Europe N.V. transitioned to a universal bank model, which integrates its banking and securities businesses, on April 7, 2025, to be better able to provide comprehensive financial services and meet its valued clients’ expectations.\n\nOn October 1, 2025, Mizuho Securities received approval from the China Securities Regulatory Commission (CSRC) to establish a wholly-owned securities company in China. Mizuho Securities will prepare for the start of operations of Mizuho Securities (China) Co., Ltd. to contribute to the further development of the Chinese capital markets and provide even stronger support for its clients’ China- and renminbi-related businesses.\n\nOn December 17, 2025, Mizuho Securities entered into an agreement with the majority shareholder of Avendus Capital Private Limited, an Indian financial services firm, to acquire over 60% of the shares of Avendus, subject to regulatory approvals. After completion of the acquisition, Avendus will become a consolidated subsidiary of Mizuho Securities. By combining Mizuho Financial Group’s global expertise with Avendus’ deep knowledge of the Indian market, Mizuho will continue to innovate together with clients as a trusted partner in their corporate business strategies.\n\nGlobal Markets Company\n\nThe Global Markets Company is responsible for market-related businesses, engages in sales and trading services for a wide range of customers, from individuals to institutional investors, by offering market products to meet their risk hedging and asset management needs, and also conducts ALM and investment business, including stable capital raising and balance sheet management as well as management of fixed income, equity and other securities portfolios.\n\nTo become a top-class Asian player in the global markets, our basic strategy is to enhance our presence in the market so that we can develop the most suitable products and organizational structure based on arising customer needs.\n\n \n\n40\n\nWith respect to the sales and trading business, we have continued to promote the integration of banking and securities functions and expand the product lineup in order to diversify our revenue base.\n\nAgainst the backdrop of the mitigated restrictions of firewall regulation in Japan, we will further deepen the integration of banking and securities functions in Japan and will continue to accelerate the integration in other parts of Asia. We aim to further enhance our presence by providing solutions more effectively and improving our trading capabilities through consolidating global risks and setting up electronic trading platforms to meet our customers’ diversified needs.\n\nWith respect to our ALM and investment business, amidst a volatile market environment, through utilizing methodologies including our advanced early warning control, meticulous market analysis and abundant hedging methodologies, we adjust our asset allocation with flexibility to achieve a balance between realized profits and unrealized profits. With respect to ALM, through flexible balance sheet management and stable fund raising that takes into account changes in the foreign currency deposit-loan ratio, we are supporting our customers’ global businesses. We strive for stable and efficient operations on a global basis to contribute to the overall business performance of the Mizuho group.\n\nMoreover, we are promoting sustainability in various functions of sales and trading, investment and fund-raising businesses.\n\nIn addition, we have been working on maintaining and strengthening our competitiveness by enhancing our infrastructure, including next-generation trading rooms in anticipation of technological progress and our market system based on strategic management resource allocation and cost reduction, and by further strengthening the digital literacy of employees for market business and developing personnel with highly specialized knowledge.\n\nWe aim to realize a stable earnings structure in ALM and the investment business and to improve sales and trading services with clearly defined focus areas which enable us to draw on diverse intermediary functions through the market and create diverse value for our customers.\n\nIn order to achieve this goal, as a partner with expert knowledge of market mechanisms that has insight into markets, we aim to enhance our asset allocation and product lineup and to establish a stable profit base. At the same time, we strive to provide appropriate investment opportunities to investors with different risk appetites.\n\nAsset Management Company\n\nThe Asset Management Company is responsible for businesses related to asset management, and provides products and services that meet the asset management needs of our wide range of customers, from individuals to institutional investors, through the collaboration between the group’s banking, trust banking and securities functions as well as Asset Management One Co., Ltd.\n\nFor individual customers, we offer investment products that contribute to their medium- to long-term asset formation in order to meet their various needs.\n\nFor institutional investors such as pension funds, we make our asset management capabilities more sophisticated and offer comprehensive solution services to meet their diversified and sophisticated asset management needs.\n\nWe offer our customers investment products that are best suited to them by strengthening our asset management capabilities in collaboration with our group companies and affiliates such as the New York subsidiary and other foreign subsidiaries of Asset Management One that are established for diversified global investments, and Asset Management One Alternative Investments, Ltd. located in Tokyo, that selects and offers investments in hedge funds.\n\n \n\n41\n\nIn addition, in various product fields, we are focusing on developing and offering products through collaboration with BlackRock, Inc., Partner Group AG and Golub Capital.\n\nBy providing these solutions, addressing ESG issues through engagement in responsible investment, and seeking efficiency and innovativeness through transformation and operating process reforms, we aim to contribute to the revitalization of financial assets in Japan and realize the medium- to long-term growth of our asset management business.\n\nOn July 1, 2025, Mizuho Bank, as the surviving company, merged with Defined Contribution Plan Services Co., Ltd. To enhance services in the defined contribution pension field, which is expected to expand further, Mizuho Bank will strengthen the operational structure of its online services and call centers and improve management efficiency by consolidating its administrative departments.\n\nOn October 2, 2025, Mizuho Financial Group announced that it had completed the transfer procedures for the group’s global custody and related businesses outside Japan with State Street Corporation.\n\nGlobal Transaction Banking Unit\n\nThe Global Transaction Banking Unit is in charge of providing transaction banking solution services to customers in a wide range of segments, including corporate clients and investors. We aim to respond to customer needs that are becoming sophisticated and diverse by drawing on our high level of expertise in each area, including domestic and foreign payments, cash management and trade finance.\n\nIn the transaction business, we provide various solutions in accordance with customer needs and the character of their business as follows:\n\n \n\n \n•\n \n\nFor our corporate customers, we offer various financial services and products such as online banking, cash management solutions, domestic/foreign currency transaction services and trade finance on a global basis.\n\n \n\n \n•\n \n\nFor financial institutions and institutional investors, we promote custody and yen correspondence settlement.\n\n \n\n \n•\n \n\nIn addition, we are further expanding our range of services in collaboration with our group companies and leveraging the latest technological innovations.\n\nFurthermore, we will closely collaborate with offices in Japan and around the world to respond with flexibility on a global basis to a diverse range of needs of our customers, especially for cash management, settlements and other transaction banking services. In addition, we are working to provide solutions from a long-term perspective by capturing market trends in various business areas such as enhancement of business functionalities in light of the progress in digital transformation while maintaining our role as a stable settlement platform.\n\nResearch & Consulting Unit\n\nThe Research & Consulting Unit offers a wide variety of solutions with research functions that provide deep analysis, spanning from industrial to macroeconomic analysis and consulting functions that cover many fields, from specialized areas such as the environment to business strategies.\n\nIn the research field, we conduct deep investigations and wide-ranging analyses from macro-economics to industry and corporate trends, and link research and business origination functions.\n\nIn the consulting field, we also offer a wide range of functions to help solve various issues that companies face, including those regarding management, HR planning, sustainable transformation and digital transformation strategy, and the creation of new businesses, as well as social issues within the public sector, including environment & energy, infrastructure and health care.\n\n \n\n42\n\nIn addition to the acceleration of digitalization, the rapid development of sustainability trends, such as decarbonization, resource circulation and human rights, have been further diversifying our customers’ needs. By taking initiatives such as enhancing the sophistication of research and expansion of consulting functions and by utilizing our industry and economic expertise, including those in relation to social issues and corporate management, which will be the source of our enhanced competitiveness, we intend to provide advanced and progressive value for helping address the issues of our customers and of society.\n\nOn April 1, 2026, Mizuho Bank and Mizuho Research & Technologies, Ltd., a wholly-owned subsidiary of Mizuho Financial Group, completed their planned merger and business integration, with Mizuho Bank as the surviving company. The merger brings together personnel with a diverse range of expertise—from banking functions to research, consulting, IT, and technological development—under Mizuho Bank. With these personnel working alongside and inspiring one another, Mizuho Bank will extend its strengths, fold in new capabilities, and better take on the ever more complex and sophisticated challenges and needs of customers and society. This will further reinforce Mizuho Bank’s corporate foundations in line with Mizuho’s purpose to “Proactively innovate together with our clients for a prosperous and sustainable future.”\n\nCompetition\n\nWe engage in banking, trust banking, securities and other businesses related to financial services and face strong competition in all of those areas of business. See “Item 3.D. Key Information—Risk Factors—Intensification of competition in the market for financial services could have an adverse effect on us.” as well.\n\nOur major competitors in Japan include:\n\n \n\n \n•\n \n\nJapan’s other major banking groups: Mitsubishi UFJ Financial Group and Sumitomo Mitsui Financial Group.\n\n \n\n \n•\n \n\nOther banking institutions: These include city banks, trust banks, regional banks, shinkin banks (or credit associations), credit cooperatives, agricultural cooperatives, foreign banks and retail-oriented banks.\n\n \n\n \n•\n \n\nSecurities companies and investment banks: These include both domestic securities companies and the Japanese affiliates of global investment banks.\n\n \n\n \n•\n \n\nGovernment financial institutions: These include Japan Finance Corporation, Japan Post Bank, Development Bank of Japan and Japan Bank for International Cooperation.\n\n \n\n \n•\n \n\nNon-bank finance companies: These include credit card issuers, installment shopping credit companies, leasing companies and other non-bank finance companies.\n\n \n\n \n•\n \n\nAsset management companies.\n\n \n\n \n•\n \n\nOther financial service providers, such as those that utilize “FinTech.”\n\nIn global markets, we face competition with other commercial banks and other financial institutions, particularly major global banks and the leading local banks in those financial markets outside Japan in which we conduct business.\n\nJapanese Banking and Securities Industry\n\nPrivate banking institutions in Japan are normally classified into two categories (the following numbers are based on information published by the Financial Services Agency, available as of May 14, 2026): (i) ordinary banks, of which there were 119, not including foreign commercial banks with banking operations in Japan; and (ii) trust banks, of which there were 13, including Japanese subsidiaries of foreign financial institutions and subsidiaries of Japanese financial institutions.\n\n \n\n43\n\nOrdinary banks consist mainly of city banks and regional banks. City banks include the three largest banks in Japan (the “Mega-banks”), including Mizuho Bank. They are based in large cities and operate on a nation-wide scale through networks of branch offices. The Mega-banks provide a wide range of operations, including retail banking, small and medium-sized enterprise banking, large corporate banking, international operations and investment banking. Regional banks are mostly based in one of the prefectures of Japan and are generally much smaller in terms of total assets than city banks. In recent years, as a consequence of changes in the business environment, the number of regional banks that integrate their businesses with other regional banks based in other prefectures has been increasing. Customers of regional banks are mainly local retail customers, regional enterprises and local public utilities. In addition to these types of banks, new retail-oriented banks have emerged in recent years, including Internet banks and banks specializing in placing their ATMs in convenience stores and supermarkets without maintaining a branch network.\n\nIn addition to banking business, trust banks, including Mizuho Trust & Banking, are engaged in trust services, such as money trust, pension trust and investment trust services, as well as real estate and testamentary trust services.\n\nBased on information published by the Financial Services Agency, available as of May 14, 2026, there were 56 foreign banks operating banking businesses in Japan. These banks are subject to a statutory framework similar to the regulations applicable to Japanese domestic banks. Their principal sources of funds come from their overseas head offices or other branches.\n\nA number of government financial institutions, organized in order to supplement the activities of private banking institutions, have been in the process of business and organizational restructuring in recent years. In October 2008, some of the government financial institutions were consolidated to form Japan Finance Corporation, which mainly provides financing for small and medium-sized enterprises and those engaged in agriculture, forestry and fishery, and also provides export financing for Japanese corporations. In October 2008, Development Bank of Japan, which mainly engages in corporate financing, and Shoko Chukin Bank, which mainly engages in financing for small and medium-sized enterprises, were transformed into joint stock corporations. In April 2024, the Japanese government announced that it has commenced a process to dispose of all of its ownership in Shoko Chukin Bank, and this process was completed by June 12, 2025. On June 13, 2025, certain amendments to the Shoko Chukin Bank Limited Act took effect, relaxing certain restrictions, including the scope of its operations and the requirements for competent minister’s approval for the issuance of new shares, marking further progress toward full privatization.\n\nIn April 2012, Japan Bank for International Cooperation, which provides policy-based finance with the mission of contributing to the sound development of Japan and the international economy and society, was spun off from Japan Finance Corporation and was established as a joint stock corporation wholly owned by the Japanese government.\n\nAnother government financial institution, Japan Housing Finance Agency, supports the housing loan business of private financial institutions through securitization of such loans.\n\nA distinctive element of the Japanese banking system is the role of postal savings. Postal savings deposits are gathered through the network of governmental post offices scattered throughout Japan, and their balance of deposits totaled over 200 trillion yen in the past. Since the beginning of the 2000s, the governmental postal business has been in the phased process of organizational restructuring. In 2003, the governmental postal business was transferred to Japan Post, a government-owned entity established in the same year, and in 2007, Japan Post was transformed into a government-owned joint stock corporation holding four operating companies including Japan Post Bank Co., Ltd., which currently operates as an ordinary bank. In November 2015, the shares of the three main companies of the Japan Post group were listed on the Tokyo Stock Exchange, with Japan Post Holdings Co., Ltd. (“JPH”) disposing of approximately 11% of its ownership in the two subsidiaries, Japan Post Bank Co., Ltd. and Japan Post Insurance Co., Ltd., while the Japanese government disposed of approximately\n\n \n\n44\n\n11% of its ownership in JPH. The Japanese government has continued to dispose of its ownership in JPH and owned approximately 36% of its shares as of September 30, 2025. JPH had aimed to dispose of the shares of the above-mentioned two subsidiaries to lower the holding ratio to 50% or less as early as possible by March 2026, and had reduced its holding ratio of the shares of Japan Post Insurance Co., Ltd. to less than 50% by June 2021. In addition, in June 2025, JPH also partially disposed of its ownership in Japan Post Bank Co., Ltd. and reduced its holding ratio of the shares to less than 50%. As a result of this disposal, Japan Post Bank Co., Ltd. is now able to enter into new businesses without being required to obtain authorization from the authorities under the Postal Service Privatization Act.\n\nIn April 2019, the maximum deposit amount that Japan Post Bank Co., Ltd. may accept increased from ¥13 million in aggregate for ordinary deposits and time deposits to a total of ¥26 million, ¥13 million each for ordinary deposits and time deposits.\n\nIn recent years, as a result of technological advances in the digital field called “FinTech,” entry from different industries into areas considered to be the inherent business of financial institutions such as settlement services has been increasing.\n\nIn the Japanese securities market, a large number of registered entities, including Mizuho Securities, are engaged in securities businesses, such as sales and underwriting of securities, investment advisory and investment management services. As deregulation of the securities market progressed, several of the country’s banking groups have entered into this market through their subsidiaries. In addition, foreign financial institutions have been active in this market.\n\nSupervision and Regulation\n\nJapan\n\nPursuant to the Banking Act (Ginkou Hou) (Act No. 59 of 1981, as amended), the Prime Minister of Japan has authority to supervise banks in Japan and delegates certain supervisory control over banks in Japan to the Commissioner of the Financial Services Agency. The Bank of Japan also has supervisory authority over banks in Japan, based primarily on its contractual agreements and transactions with the banks.\n\nFinancial Services Agency\n\nAlthough the Prime Minister has supervisory authority over banks in Japan, except for matters prescribed by government order, this authority is generally delegated to the Commissioner of the Financial Services Agency. Additionally, the position of Minister of State for Financial Services was established by the Cabinet to direct the Commissioner of the Financial Services Agency and to support the Prime Minister.\n\nUnder the Banking Act, the Prime Minister’s authority over banks and bank holding companies in Japan extends to various areas, including granting and cancellation of licenses, ordering the suspension of business in whole or in part and requiring submission of business reports or materials. Under the prompt corrective action system, the Financial Services Agency, acting on behalf of the Prime Minister, may take corrective action in the case of failure to meet the minimum capital adequacy ratio or the minimum leverage ratio of banks, bank holding companies, their subsidiaries and companies having special relationships prescribed by the cabinet order. See “Capital Adequacy” and “Leverage Ratio” below. These actions include requiring a financial institution to formulate and implement reform measures, requiring it to reduce assets or take other specific actions and issuing an order to suspend all or part of its business operations.\n\nIn addition, under the capital distribution constraints system introduced in March 2016, the Financial Services Agency, acting on behalf of the Prime Minister, may order a bank holding company or bank to submit and carry out a capital distribution constraints plan in the case of failure to meet the minimum capital buffer ratio\n\n \n\n45\n\nor the minimum leverage buffer ratio. See “Capital Adequacy” and “Leverage Ratio” below. The capital distribution constraints plan is required to be considered reasonable to restore the capital buffer ratio or the leverage buffer ratio, and include restrictions on capital distributions, such as dividends, share buybacks and bonuses payments, up to a certain amount as determined depending on the level of the capital buffer.\n\nFurthermore, under the Japanese TLAC regulations introduced in March 2019, the Financial Services Agency, acting on behalf of the Prime Minister, may order the bank holding company of a global systemically important bank (“G-SIB”) in Japan designated as the domestic resolution entity of such G-SIB to submit reports related to improvement of TLAC or may issue a business improvement order to such domestic resolution entity if the external TLAC ratio of the domestic resolution entity or the internal TLAC amount of its material subsidiaries in Japan fall below the minimum requirements. Under the Japanese TLAC regulations, the Financial Services Agency designates Mizuho Financial Group as the domestic resolution entity for the Mizuho Group, and also designates Mizuho Bank, Mizuho Trust & Banking and Mizuho Secutrities as its material subsidiaries in Japan. See “Total Loss Absorbing Capacity” below.\n\nUnder the prompt warning system introduced in December 2002, the Financial Services Agency may take precautionary measures to maintain and promote the sound operations of financial institutions, even before those financial institutions become subject to the prompt corrective action system. These measures require a financial institution to reform profitability, credit risk management, stability and cash flow.\n\nThe Bank of Japan\n\nThe Bank of Japan is Japan’s central bank and serves as the principal instrument for the execution of Japan’s monetary policy. The principal measures by which the Bank of Japan implements monetary policy are the adjustment of its discount rate, its operations in the open market and the imposition of deposit reserve requirements. Banks in Japan are allowed to obtain borrowings from, and rediscount bills with, the Bank of Japan. Moreover, most banks in Japan maintain current accounts under agreements with the Bank of Japan pursuant to which the Bank of Japan is entitled to supervise, examine and audit the banks. The supervisory functions of the Bank of Japan are intended to enable it to ensure smooth settlement of funds among banks and other financial institutions, thereby contributing to the maintenance of an orderly financial system, whereas the supervisory practices of the Prime Minister and the Commissioner of the Financial Services Agency are intended to maintain the sound operations of banks and promote the security of depositors.\n\nExamination of Banks\n\nThe Banking Act authorizes the Prime Minister to inspect banks and bank holding companies in Japan at any time. By evaluating banks’ systems of self-assessment, auditing their accounts and reviewing their compliance with laws and regulations, the Financial Services Agency monitors the financial soundness of banks, including the status and performance of their control systems for business activities.\n\nThe inspection of banks had been performed pursuant to a Financial Inspection Manual published by the Financial Services Agency. However, in December 2017, in order to upgrade the quality of its supervisory activities, to strengthen Japan’s financial infrastructure, and to enable the Japanese economy to realize its full potential, the Financial Services Agency embarked on the review of the supervisory approaches. The Financial Services Agency announced the “JFSA’s supervisory approaches — Replacing checklists with engagement” in June 2018, and is committed to continuous improvement of the supervisory approaches through dialogue with financial institutions, etc. by using theme-specific reports, etc. Based on this, in December 2019, the Financial Services Agency repealed the Financial Inspection Manual, including the appendix that was referred to for self-assessment and determining the write-off and allowance.\n\nIn addition to individual financial institutions, the Financial Services Agency also supervises financial groups as a whole based on its guidelines for supervision.\n\n \n\n46\n\nThe Bank of Japan also conducts examinations of banks. The examinations are normally conducted once every few years, and involve such matters as examining asset quality, risk management and reliability of operations. Through these examinations, the Bank of Japan seeks to identify problems at an early stage and give corrective guidance where necessary.\n\nIn March 2021, the Financial Services Agency and the Bank of Japan released the “Initiatives for strengthening the cooperation between the Financial Services Agency and the Bank of Japan,” which aims to increase efficiency and reduce the burden on financial institutions without compromising the comprehensiveness of the regulation. To achieve this, the two institutions would strengthen cooperation among their regulation schemes including the inspections and supervision by the Financial Services Agency, as well as the on-site inspections and off-site monitoring conducted by the Bank of Japan.\n\nIn addition, the Securities and Exchange Surveillance Commission examines banks in connection with their financial instruments business activities in accordance with the Financial Instruments and Exchange Act (Kinyu Shouhin Torihiki Hou) (Act No. 25 of 1948, as amended).\n\nExamination and Reporting Applicable to Shareholders\n\nUnder the Banking Act, a person who intends to hold 20% (in certain exceptional cases, 15%) or more of the voting rights of a bank is required to obtain prior approval of the Commissioner of the Financial Services Agency. In addition, the Financial Services Agency may request reports or submission of materials from, or inspect, any principal shareholder who holds 20% (in certain exceptional cases, 15%) or more of the voting rights of a bank, if necessary, in order to secure the sound and appropriate operation of the business of such bank. Under limited circumstances, the Financial Services Agency may order such principal shareholder to take such measures as the Financial Services Agency deems necessary.\n\nFurthermore, under the Banking Act, any person who becomes a holder of more than 5% of the voting rights of a bank holding company or bank must report its ownership of voting rights to the director-general of the relevant local finance bureau within five business days. In addition, a similar report must be made in respect of any subsequent change of the ownership ratio by 1% or more in any previously reported holding or any change in material matters set forth in reports previously filed, with some exceptions.\n\nDeposit Insurance System\n\nUnder the Deposit Insurance Act (Yokin Hoken Hou) (Act No. 34 of 1971, as amended), depositors are protected through the Deposit Insurance Corporation in cases where financial institutions fail to meet their obligations. The Deposit Insurance Corporation is supervised by the Prime Minister and the Minister of Finance. Subject to limited exceptions, the Prime Minister’s authority is delegated to the Commissioner of the Financial Services Agency.\n\nThe Deposit Insurance Corporation receives annual insurance premiums from insured banks. The effective premium rate, which is the weighted average of the rates for deposits that bear no interest, are redeemable upon demand and are used by depositors primarily for payment and settlement purposes, and for other deposits, was 0.015% from April 2022 to March 2026, and was decreased to 0.012% in April 2026.\n\nThe insurance money may be paid out in case of a suspension of deposit repayments, banking license revocation, dissolution or bankruptcy of the bank. Pay outs are generally limited to a maximum of ¥10 million of principal amount, together with any interest accrued on such principal amount, with respect to each depositor per bank. Only non-interest bearing deposits, redeemable on demand and used by depositors primarily for payment and settlement functions, are protected in full without a maximum amount limitation. Certain types of deposits are not protected by the deposit insurance system, such as foreign currency deposits and certificates of deposit.\n\n \n\n47\n\nParticipation in the deposit insurance system is compulsory for city banks (including Mizuho Bank), regional banks, trust banks (including Mizuho Trust & Banking), credit associations and co-operatives, labor banks and other financial institutions.\n\nGovernmental Measures to Treat Troubled Institutions\n\nUnder the Deposit Insurance Act, a Financial Reorganization Administrator can be appointed by the Prime Minister if the bank is unable to fully perform its obligations with its assets or may suspend or has suspended repayment of deposits. The Financial Reorganization Administrator will take control of and dispose of the assets of the bank and search for another institution willing to take over its business. Its business may also be transferred to a “bridge bank” established by the Deposit Insurance Corporation for the purpose of the temporary maintenance and continuation of operations of these types of institutions, and the bridge bank will seek to transfer the bank’s assets to another financial institution or dissolve the bank. The financial aid provided by the Deposit Insurance Corporation to assist another financial institution with succeeding the failed bank’s business may take the form of a monetary grant, loan or deposit of funds, purchase of assets, guarantee or assumption of debts, subscription of preferred stock or subordinated bonds, lending of subordinated loans, or loss sharing.\n\nWhere the Prime Minister recognizes that the failure of a bank which falls into any of (i) through (iii) below may cause an extremely grave problem in maintaining the financial order in Japan or the region where such bank is operating (“systemic risk”), without taking any of the measures described in (i) through (iii) below, the Prime Minister may confirm (nintei) to take any of the following measures, after the deliberation at the Financial Crisis Management Meeting: (i) if the bank does not fall under either of the banks described in (ii) or (iii), the Deposit Insurance Corporation may subscribe for shares or subordinated bonds of, or lend subordinated loans to the bank, or subscribe for shares of the bank holding company of the bank, in order to enhance capital adequacy of the bank (item 1 measures (dai ichigo sochi)); (ii) if the bank is likely to suspend or has suspended repayment of deposits or is unable to fully perform its obligations with its assets, financial aid exceeding the pay-off cost may be available to such bank (item 2 measures (dai nigo sochi)); and (iii) if the bank is likely to suspend or has suspended repayment of deposits and is unable to fully perform its obligations with its assets, and the systemic risk cannot be avoided by the measure mentioned in (ii) above, the Deposit Insurance Corporation may acquire all of the bank’s shares (item 3 measures (dai sango sochi)). The expenses for implementation of the above measures will be borne by the bank industry, with an exception under which the Government of Japan may provide partial subsidies for such expenses.\n\nNew orderly and effective resolution regimes for financial institutions have been discussed internationally and “Key Attributes of Effective Resolution Regimes for Financial Institutions” was published by the Financial Stability Board in November 2011 and endorsed by the G20 leaders at the Cannes summit held in November 2011. Reflecting this global trend, pursuant to certain amendments to the Deposit Insurance Act that were promulgated in June 2013 and became effective on March 6, 2014, a new resolution regime was introduced in Japan.\n\nUnder the new resolution regime stipulated in the amendments to the Deposit Insurance Act and implementing ordinances thereunder, which became effective on March 6, 2014, financial institutions including banks, insurance companies and securities companies and their holding companies, are subject to the regime.\n\nFurther, under the new resolution regime, among other things, where the Prime Minister recognizes that the failure of a financial institution which falls under either (a) or (b) below may cause significant disruption in the financial markets or other financial systems in Japan without taking any of the measures described in (a) (specified item 1 measures)(tokutei dai ichigo sochi) stipulated in Article 126-2, Paragraph 1, Item 1 of the Deposit Insurance Act or the measures described in (b) (specified item 2 measures)(tokutei dai nigo sochi) stipulated in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act, the Prime Minister may confirm (specified confirmation)(tokutei nintei) to take any of the following measures, after the deliberation at the Financial Crisis Management Meeting; (a) if the financial institution does not fall under a financial institution\n\n \n\n48\n\nwhich is unable to fully perform its obligations with its assets, the Deposit Insurance Corporation shall supervise the operation of the business of and the management and disposal of assets of that financial institution (tokubetsu kanshi), and may provide it with loans or guarantees necessary to avoid the risk of significant disruption in the financial systems in Japan (shikin no kashitsuke tou), or subscribe for shares or subordinated bonds of, or lend subordinated loans to the financial institutions (tokutei kabushiki tou no hikiuke tou), in each case to be taken as necessary taking into consideration of the financial conditions of the financial institution; and (b) if the financial institution is or is likely to be unable to fully perform its obligations with its assets or has suspended or is likely to suspend repayment of its obligations, the Deposit Insurance Corporation shall supervise that financial institution (tokubetsu kanshi), and may provide financial aid necessary to assist merger, business transfer, corporate split or other reorganization in respect to such failed financial institution (tokutei shikin enjo). The expenses for implementation of the measures under this regime will be borne by the financial industry, with an exception under which the Government of Japan may provide partial subsidies for such expenses. If a measure set out in (b) above is determined to be taken with respect to a financial institution, the Prime Minister may order that the financial institution’s operation and assets be under the special control (tokutei kanri) of the Deposit Insurance Corporation. The business or liabilities of the financial institution subject to the special supervision (tokubetsu kanshi) or special control (tokutei kanri) by the Deposit Insurance Corporation as set forth above may also be transferred to a “bridge bank” established by the Deposit Insurance Corporation for the purpose of the temporary maintenance and continuation of operations of, or repayment of the liabilities of, such financial institution, and the bridge bank will seek to transfer the bank’s business or liabilities to another financial institution or dissolve the bank. The financial aid provided by the Deposit Insurance Corporation to assist merger, business transfer, corporate split or other reorganization in respect to the financial institution set out in (b) above may take the form of a monetary grant, loan or deposit of funds, purchase of assets, guarantee or assumption of debts, subscription of preferred stock or subordinated bonds, lending of subordinated loan, or loss sharing.\n\nIf the Deposit Insurance Corporation has provided such financial assistance, the Prime Minister may designate the movable assets and claims of the failed financial institution as not subject to attachment under Article 126-16 of the Deposit Insurance Act, and such merger, business transfer, corporate split or other reorganization may be conducted outside of the court-administrated insolvency proceedings.\n\nIf the financial institution subject to the special supervision or the special control by the Deposit Insurance Corporation as set forth above is or is likely to be unable to fully perform its obligations with its assets or has suspended or is likely to suspend repayment of its obligations, the financial institution may transfer all or a material portion of its business or all or a portion of shares of its subsidiaries or implement corporate split or certain other corporate actions with court permission in lieu of any shareholder resolutions under Article 126-13 of the Deposit Insurance Act. In addition, the Deposit Insurance Corporation must request other financial institution creditors of the failed financial institution to refrain from exercising their rights against the failed financial institution until measures necessary to avoid the risk of significant disruption to the financial system in Japan have been taken, if it is recognized that such exercise of their rights is likely to make it difficult to conduct an orderly resolution of the failed financial institution.\n\nAccording to the announcement made by the Financial Services Agency in March 2014, (i) Additional Tier 1 instruments and Tier 2 instruments under Basel III issued by a bank must be written down or converted into common shares when the Prime Minister confirms that item 2 measures (dai nigo sochi), item 3 measures (dai sango sochi) or specified item 2 measures (tokutei dai nigo sochi) need to be applied to the bank, and (ii) Additional Tier 1 instruments and Tier 2 instruments under Basel III issued by a bank holding company must be written down or converted into common shares when the Prime Minister confirms that specified item 2 measures (tokutei dai nigo sochi) need to be applied to the bank holding company.\n\nFurther, under a possible model of Single Point of Entry (“SPE”) resolution described in the Japanese TLAC regulations published by the Financial Services Agency in March 2019, if the Financial Services Agency determines that a material subsidiary in Japan, such as Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities, of a Japanese financial institution that is a G-SIB, such as us, is non-viable due to material\n\n \n\n49\n\ndeterioration of 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 resolution entity in Japan, such as Mizuho Financial Group, of such financial institution, the material subsidiary’s internal TLAC instruments will be written off or, if applicable, converted into equity in accordance with the applicable terms of such internal TLAC instruments. Following the write-off or conversion of internal TLAC instruments, if the Prime Minister recognizes that the resolution entity in Japan of 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 resolution entity’s loans to, or other investment in, its material subsidiaries that are designated by the Financial Services Agency 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 resolution entity is likely to cause a significant disruption to the Japanese financial market or system, the Prime Minister may, following deliberation by the Financial Crisis Management Meeting, confirm that specified item 2 measures (tokutei dai nigo sochi) need to be applied to the resolution entity for its orderly resolution.\n\nCapital Injection by the Government\n\nThe Strengthening Financial Functions Act (Kinyu Kinou no Kyouka no tame no Tokubetsu Sochi ni kansuru Houritsu) (Act No. 128 of 2004, as amended) was enacted on June 18, 2004 in order to establish a scheme of public money injection into financial institutions and thereby enhance the soundness of such financial institutions on or prior to March 31, 2008 and revitalize economic activities in the regions where they do business. On December 17, 2008, a part of the law was amended, relaxing certain requirements for public money injection into Japanese banks, bank holding companies and other financial institutions under the prior scheme and extending the period of application to March 31, 2012. These amendments aim to promote not only the strengthening of the soundness of such financial institutions but also the extension of loans or other forms of credit to small and medium-sized enterprises in order to revitalize local economies. In response to the Great East Japan Earthquake, the law was amended in July 2011 to extend the period for application to March 31, 2017 and to include special exceptions for disaster-affected financial institutions. In 2016, the law was further amended to extend the period for application to March 31, 2022. Furthermore, in order to strengthen business bases of financial institutions by addressing the effects resulting from COVID-19 and preventive measures against the coronavirus pandemic, the law was amended in August 2020 to extend the period for application to March 31, 2026 and special exceptions were established for financial institutions that need to improve their capital adequacy due to the adverse effects of COVID-19. None of the financial institutions within the Mizuho group are subject to such special exceptions. In July 2021, certain amendments to the law became effective, which, in order to sustain the financial functions for the revitalization of local economies in regions where the population is decreasing, etc., established a grant scheme to support financial institutions that aim to drastically strengthen their business foundation by mergers and other business integration. Application for the grant was open until March 31, 2026. Furthermore, in April 2026, the law was amended to abolish the application deadline for the public money injection, allowing applications to continue to be made for the time being. In addition, the law was also amended to extend the period for application for the grant to March 31, 2031, and to establish a new grant scheme to support financial institutions that aim to strengthen their business foundation by undertaking the design or development of information processing systems jointly used by multiple financial institutions on or prior to March 31, 2036.\n\nBank Holding Companies\n\nUnder the amendments to the Banking Act, which became effective from April 2017, a bank holding company is required to administrate the businesses of the bank holding company group and is, in principle, prohibited from carrying out businesses other than administrating such businesses and matters incidental to such businesses; however, given prior approval of the Prime Minister, a bank holding company may carry out certain operations common to its group companies so as to improve the efficiency of their operations. Business activities\n\n \n\n50\n\nfor subsidiaries of bank holding companies are limited to certain finance-related businesses and incidental businesses as set forth in the Banking Act.\n\nThe Anti-Monopoly Act (Shiteki Dokusen no Kinshi oyobi Kousei Torihiki no Kakuho ni kansuru Houritsu) (Act No. 54 of 1947, as amended) prohibits a bank from holding more than 5% of another domestic company’s voting rights. This does not apply to a bank holding company, although the bank holding company is subject to general shareholding restrictions under the Anti-Monopoly Act. The Banking Act does, however, in principle, prohibit a bank holding company and its subsidiaries, on an aggregate basis, from holding more than 15% (in contrast to 5%, on an aggregate basis, in the case of a bank and its subsidiaries) of the voting rights of certain types of domestic companies not permitted to become subsidiaries of bank holding companies. Despite the foregoing shareholding restrictions, under the amendments to the Banking Act, which became effective from April 2017, bank holding companies and banks, with prior approval of the Prime Minister, can acquire and own voting rights of companies whose businesses contribute or are expected to contribute to the increased sophistication of the banking business or the enhancement of customer convenience by utilizing information and communication technology (“advanced banking service company”) that exceed the threshold of the voting rights described above. In November 2021, certain amendments to the Banking Act became effective, under which the businesses that contribute to the support and creation of sustainable societies, including revitalization of local economies, were added to the businesses of the advanced banking service company, and the standards for the approval applicable to certain sector businesses were relaxed.\n\nFinancial Instruments and Exchange Act\n\nThe Financial Instruments and Exchange Act (Kinyu Shouhin Torihiki Hou) requires Mizuho Financial Group to file with the Director-General of the Kanto Local Finance Bureau an annual securities report including consolidated and non-consolidated financial statements in respect of each financial period, supplemented by a semiannual securities report (starting from the fiscal year ended March 31, 2025, instead of a quarterly securities report that we were required to file until the fiscal year ended March 31, 2024, due to certain amendments to this law that became effective on April 1, 2024) and extraordinary reports.\n\nUnder the Financial Instruments and Exchange Act, registered Financial Instruments Business Operators (kinyu-shouhin torihiki gyousha), such as Mizuho Securities, as well as Registered Financial Institutions (touroku kinyu kikan), such as Mizuho Bank and Mizuho Trust & Banking, are required to provide customers with detailed disclosure regarding the financial products they offer and take other measures to protect investors, including providing explanatory information, to such customers prior to the conclusion of transactional agreements in a manner and to the extent necessary for customers to understand based on their attributes, and upon the conclusion of transactional agreements.\n\nFinancial Instrument Business Operators and Registered Financial Institutions are subject to the supervision of the Financial Services Agency pursuant to delegation by the Prime Minister. Some of the supervisory authority of the Financial Services Agency is further delegated to the Securities and Exchange Surveillance Commission, which exercises its supervisory power over such registered institutions by conducting site inspections and requesting information necessary for such inspections. Non-compliance or interference with such inspection may result in such registrants being subject to criminal penalty under the Financial Instruments and Exchange Act.\n\nCertain amendments to the Financial Instruments and Exchange Act and the Banking Act, which came into effect in June 2009, abolished the ban on concurrent posts held by officers and employees within a financial group and required banks, securities firms and insurance firms to establish systems for managing conflicts of interest in order to protect customers’ interests and expanded the types of business services that banks and certain other financial firms can provide. In June 2021, certain amendments to the Cabinet Office Ordinance under the Financial Instruments and Exchange Act became effective, which relaxed the firewall regulations to allow\n\n \n\n51\n\nnon-public information, etc. of foreign company customers to be shared within a financial group. In addition, on June 22, 2022, certain amendments to the Cabinet Office Ordinance under the Financial Instruments and Exchange Act became effective, which relaxed the firewall regulations to allow non-public information, etc. of certain subject companies such as listed companies, etc. to be shared within a financial group without consent of such companies, but required financial institutions to establish measures to respond to a request from relevant companies for suspension of sharing of such non-public information, etc. At the same time, financial institutions are required to strengthen the effectiveness of measures to prevent market abuse.\n\nSales of Financial Products\n\nAs a result of financial deregulation, more financial products, including highly structured and complicated products, can now be more freely marketed to customers. In response to this, the Act of Sales of Financial Products (Kinyu Shouhin no Hanbai tou ni kansuru Houritsu) (Act No. 101 of 2000, as amended), effective from April 2001, introduced measures to protect financial service customers by: requiring financial service providers to provide customers with certain important information, including risks with respect to deficit of principal associated with the financial products they offer and any restrictions on the period for exercising rights or the period for rescission, unless the customers fall within the ambit of professional investors or express their intent to the contrary; and holding financial service providers liable for damages caused by a failure to follow those requirements. The amount of loss of principal is refutably presumed to be the amount of damages. Additionally, the law requires financial service providers to follow certain regulations on solicitation measures as well as to endeavor to solicit customers in an appropriate manner and formulate and publicize a solicitation policy.\n\nIn November 2021, certain amendments to the law became effective, by which amendments the name of the law was changed to “the Act of Provision of Financial Services (Kinyu Sabisu no Teikyou ni kansuru Houritsu)” and the “financial services intermediary business” was newly introduced thereunder. Under a single registration for financial services intermediary business, registrants are able to provide intermediary services of each of banking, securities and insurance. Providers of financial services intermediary business are not required to belong to a specific financial institution, but must comply with certain regulations to protect customers, including limitations on the type of services that they may provide, prohibitions on the acceptance of assets of customers and the lodging of a security deposit. In February 2024, the name of the law was changed to “Act on Provision of Financial Services and the Development of the Accessibility Environment Thereto (Kinyu Sabisu no Teikyo oyobi Riyo Kankyo no Seibi to ni kansuru Houritsu)”.\n\nSelf-Assessment and Reserves\n\nFinancial institutions are required to establish a self-assessment program that complies with related laws such as the Financial Reconstruction Act (Kinyu Kinou no Saisei no tameno Kinkyu Sochi ni kansuru Houritsu) (Act No. 132 of 1998, as amended). Financial institutions are required to analyze their assets, giving due consideration to accounting principles and other applicable rules, and to classify their assets into four categories according to asset recovery risk and risk of impairment based on the classification of the obligor (normal obligors, watch obligors, intensive control obligors, substantially bankrupt obligors and bankrupt obligors), taking into account the likelihood of repayment and the risk of impairment to the value of the assets. The results of self-assessment should be reflected in the write-off and allowance according to the standard established by financial institutions pursuant to the guidelines issued by the Japanese Institute of Certified Public Accountants, etc. Based on the results of the self-assessment, financial institutions may establish reserve amounts for their loan portfolio as may be considered adequate at the relevant balance sheet date, even if all or part of such reserves may not be immediately tax deductible under Japanese tax law.\n\nFinancial institutions are, in principle, required to determine probable losses by multiplying the amount of claims by the classification of obligors by probable loss ratio, and establish general reserves equivalent to such probable losses for normal obligors and watch obligors (including control obligors). For intensive control obligors, substantially bankrupt obligors and bankrupt obligors, specific reserves corresponding to the amount of bad debt of each obligor are required to be established.\n\n \n\n52\n\nIn addition, in December 2019, the Financial Services Agency announced the “JFSA’s supervisory approaches to lending business and loan loss provisioning,” which sets forth fundamental policies concerning estimates that more accurately reflects recognized credit risks to establish reserves taking into account the lending policy of each bank and actual financial status of each obligor, using the aforementioned reserves practice as a starting point.\n\nCredit Limits\n\nThe Banking Act restricts the aggregate amount of exposure to any single customer or customer group for the purposes of avoiding excessive concentration of credit risks and promoting the fair and extensive utilization of bank credit. The limits applicable to a bank holding company and bank with respect to their aggregate exposure to any single customer or customer group are established by the Banking Act and regulations thereunder. The Banking Act and the related regulations were amended, which became effective from December 2014, to tighten the previous restrictions to meet international standards. As a result of these amendments, the credit limit for a single customer or a customer group was set at 25% of the total qualifying capital, with certain adjustments, of the bank holding company or bank and its subsidiaries and affiliates. In addition, in light of the Basel Committee on Banking Supervision’s final standard regarding the larger exposure framework published in April 2014, further amendments to the cabinet order and related regulations under the Banking Act became effective in April 2020, which tighten the credit limit for (i) a single customer or a customer group, applicable to bank holding companies and banks with international operations, to 25% of Tier 1 capital instead of the total qualifying capital, and (ii) G-SIBs, applicable to Japanese G-SIBs such as us, to 15% of Tier 1 capital, and introduced a look-through approach concerning credit to funds and securitized products, and require recognition of the amount of exposures reduced by credit risk mitigation methods as exposures to credit risk mitigation providers.\n\nRestriction on Shareholdings\n\nThe Act on Limitation on Shareholding by Banks and Other Financial Institutions (Ginkou tou no Kabushiki tou no Hoyu no Seigen tou ni kansuru Houritsu) (Act No. 131 of 2001, as amended) requires Japanese banks (including bank holding companies) and their subsidiaries to limit the aggregate market value (excluding unrealized gains, if any) of their holdings in equity securities to an amount equal to 100% of their Tier 1 capital in order to reduce exposure to stock price fluctuations.\n\nShare Purchase Program\n\nThe Banks’ Shareholdings Purchase Corporation was established in January 2002 in order to purchase shares from banks and other financial institutions until September 30, 2006 pursuant to the Act on Limitation on Shareholding by Banks and Other Financial Institutions. The Banks’ Shareholdings Purchase Corporation is allowed to resume purchases of shares held by financial institutions as well as shares of financial institutions held by non-financial institutions, up to a maximum amount of ¥20 trillion between March 12, 2009 and March 31, 2022. In November 2021, certain amendments to the Act on Limitation on Shareholding by Banks and Other Financial Institutions became effective, under which the abovementioned ends of the purchase period and the duration of the Banks’ Shareholdings Purchase Corporation were extended to March 31, 2026 and March 31, 2036, respectively. The Banks’ Shareholdings Purchase Corporation purchased ¥2,134.8 billion of shares during the period from March 12, 2009 through March 31, 2026, on which the purchase period ended. The Banks’ Shareholdings Purchase Corporation will dispose of the purchased shares by March 31, 2036, the end of the duration of the Banks’ Shareholdings Purchase Corporation, by taking into consideration the effects on the stock market.\n\nThe Bank of Japan also purchased ¥387.8 billion of shares held by banks and other financial institutions during the period from February 23, 2009 through April 30, 2010. The Bank of Japan proceeded with the disposal of these purchased shares from April 2016, while taking into consideration the impact on the stock market, and completed the disposal in July 2025.\n\n \n\n53\n\nProtection of Personal Information\n\nThe Act on the Protection of Personal Information (Kojin Jouhou no Hogo ni kansuru Houritsu) (Act No. 57 of 2003, as amended) and related guidelines impose various requirements on businesses, including us, that use databases containing personal information, such as appropriate custody of such information and restrictions on information sharing with third parties. Non-compliance with the order issued by the Personal Information Protection Commission to take necessary measures to comply with the law could subject us to criminal and/or administrative sanctions.\n\nPrevention of Money Laundering\n\nUnder the Act on Prevention of Transfer of Criminal Proceeds (Hanzai ni yoru Shueki no Iten Boushi ni kansuru Houritsu) (Act No. 22 of 2007, as amended), which addresses money laundering and terrorism concerns, financial institutions and other entities such as credit card companies are required to perform customer identification, submit suspicious transaction reports and maintain records of transactions. Certain amendments to the law became effective in April 2013, which tightened, among other things, customer identification requirements. Further amendments to the law were promulgated in November 2014 and became effective on October 1, 2016 for clarification of the judgment method of suspicious transactions, strict verification at the time of the conclusion of correspondence contracts and expansion of the obligation for business operators to make efforts to develop necessary systems.\n\nIn February 2018, the Financial Services Agency issued “Guidelines for Anti-Money Laundering and Combating the Financing of Terrorism” to clarify the basic stance on risk management practices against money laundering and terrorists financing in order to encourage financial institutions to improve their regimes to effectively prevent money laundering and terrorists financing. The guidelines were partially revised from time to time with the intent to, among other things, further enhance financial institutions’ risk management for anti-money laundering and combating the financing of terrorism.\n\nAct on Protection, etc. of Depositors and Postal Saving Holders from Unauthorized Automated Withdrawal, etc. Using Counterfeit Cards, etc. and Stolen Cards, etc.\n\nThe Act on Protection, etc. of Depositors and Postal Saving Holders from Unauthorized Automated Withdrawal, etc. Using Counterfeit Cards, etc. and Stolen Cards, etc. (Gizou Kaado tou oyobi Tounan Kaado tou wo Mochiite Okonawareru Fuseina Kikaishiki Yochokin Haraimodoshi tou karano Yochokinsha no Hogo tou ni kansuru Houritsu) (Act No. 94 of 2005, as amended) requires financial institutions to establish internal systems to prevent illegal withdrawals of deposits using forged or stolen bank cards. The law also requires financial institutions, among other matters, to, in principle, compensate depositors for any amount illegally withdrawn using stolen bankcards, and treat illegal withdrawals using forged bankcards as invalid, in each case unless the financial institution can verify that it acted in good faith without negligence and that there was gross negligence on the part of the relevant account holder.\n\nEconomic Security Promotion Act\n\nOn May 18, 2022, the Act on the Promotion of Ensuring National Security through Integrated Implementation of Economic Measures (the “Economic Security Promotion Act”) (Keizai Shisaku wo Ittaiteki ni Kozuru koto ni yoru Anzen Hosho no Kakuho no Suishin ni kansuru Houritsu) (Act No. 43 of 2022, as amended) was promulgated, and became fully effective in May 2024. One of the purposes of this law is to ensure the stable provision of Essential Infrastructure Services (electricity, gas, water, financial services, etc.) (tokutei shakai kiban ekimu). For such purpose, Specified Essential Infrastructure Service Providers (tokutei shakai kiban jigyo sha) are subject to prior filing and screening by the authorities when intending to introduce Specified Critical Facilities (tokutei juyo setsubi) or to entrust another enterprise to conduct critical maintenance, management and control of Specified Critical Facilities. The authorities may issue recommendations and orders based on the\n\n \n\n54\n\noutcomes of such filings and screenings. On November 16, 2023, among our subsidiaries, Mizuho Bank, Ltd., Mizuho Securities Co., Ltd. and Mizuho Electronic Monetary Claim Recording Co., Ltd were designated as Specified Essential Infrastructure Service Providers.\n\nCapital Adequacy\n\nThe capital adequacy guidelines applicable to Japanese banks and bank holding companies with international operations supervised by the Financial Services Agency closely follow the risk-adjusted approach proposed by the Bank for International Settlements and are intended to further strengthen the soundness and stability of Japanese banks. Under the risk-based capital framework of these guidelines, balance sheet assets and off-balance-sheet exposures are assessed according to broad categories of relative risk, based primarily on the credit risk of the counterparty, country transfer risk and the risk regarding the category of transactions.\n\nIn December 2010, the Basel Committee on Banking Supervision (“BCBS”) issued its Basel III rules text, which builds on the International Convergence of Capital Measurement and Capital Standards document (“Basel II”), to strengthen the regulation, supervision, and risk management of the banking sector. Basel III text presents the details of global regulatory standards on bank capital adequacy and liquidity. The rules text sets out higher and better-quality capital, better risk coverage, the introduction of a leverage ratio as a backstop to the risk-based requirement, measures to promote the build-up of capital that can be drawn down in periods of stress, and the introduction of two global liquidity standards. For further information of the leverage ratio and the two global liquidity standards, see “Leverage Ratio” and “Liquidity” below, respectively.\n\nThe Financial Services Agency’s revisions to its capital adequacy guidelines became effective from March 31, 2013, which generally reflect rules in the Basel III text that have been applied from January 1, 2013.\n\nUnder the revised guidelines, the minimum capital adequacy ratio is 8% on both a consolidated and non-consolidated basis for banks with international operations, such as Mizuho Bank or on a consolidated basis for bank holding companies with international operations, such as Mizuho Financial Group. Within the minimum capital adequacy ratio, the Common Equity Tier 1 capital requirement is 4.5% and the Tier 1 capital requirement is 6.0%.\n\nJapanese banks with only domestic operations and bank holding companies the subsidiaries of which operate only within Japan are subject to the revised capital adequacy guidelines that have been applied from March 31, 2014, and those banks and bank holding companies are required to have a minimum Core Capital ratio of 4%. However, those banks and bank holding companies that apply the internal rating based approach, such as Mizuho Trust & Banking which changed from a bank with international operations to a bank with only domestic operations under the capital adequacy guidelines as of December 31, 2025, are required to have a minimum Common Equity Tier 1 ratio of 4.5% on both a consolidated and non-consolidated basis, calculated on the assumption that the banks and bank holding companies are those with international operations.\n\nUnder the revised capital adequacy guidelines based on the Basel III rules that have been applied to banks and bank holding companies each with international operations from March 31, 2013, there are regulatory adjustments such as goodwill and other intangibles, deferred tax assets, investments in the capital of banking, financial and insurance entities etc. that shall be deducted under certain conditions for the purpose of calculating capital adequacy ratios, and the requirements of regulatory adjustments were enhanced under the revised capital adequacy guidelines. For example, under the capital adequacy guidelines prior to the revision thereto under the Basel III rules, the maximum amount of net deferred tax assets under Japanese GAAP that major Japanese banks, including bank holding companies, could record without diminishing the amount of Tier 1 capital for purposes of calculating capital adequacy ratio was 20% of Tier 1 capital. Under the revised capital adequacy guidelines based on the Basel III rules, deferred tax assets that arise from temporary differences will be recognized as part of Common Equity Tier 1 capital, with recognition capped at 10% of Common Equity Tier 1 capital under certain conditions, while other deferred tax assets, such as those relating to net loss carryforwards, will be deducted in full from Common Equity Tier 1 capital net of deferred tax liabilities.\n\n \n\n55\n\nIn November 2015, the Financial Services Agency published revised capital adequacy guidelines and related ordinances to introduce the capital buffer requirements under the Basel III rules for Japanese banks and bank holding companies with international operations, which include the capital conservation buffer, the countercyclical buffer and the additional loss absorbency requirements for G-SIBs and domestic systemically important banks (“D-SIBs”). These guidelines have become effective on March 31, 2016. The capital conservation buffer, the countercyclical buffer and the additional loss absorption capacity requirement for G-SIBs and D-SIBs must be met with Common Equity Tier 1 capital under the revised guidelines, and if such buffer requirements are not satisfied, a capital distribution constraints plan is required to be submitted to the Financial Services Agency and carried out. The capital conservation buffer is 2.5% from March 2019. In addition, subject to national discretion by the respective regulatory authorities, if the relevant national authority judges a period of excess credit growth to be leading to the build-up of system-wide risk, a countercyclical buffer ranging from 0% to 2.5% would also be imposed on banking organizations. The countercyclical buffer is a weighted average of the buffers deployed across all the jurisdictions to which the banking organization has credit exposures. Further, we were designated as both a G-SIB and D-SIB, and the additional loss absorption capacity requirement applied to us was 1.0%. The additional loss absorption capacity requirement was the same as that imposed by the Financial Stability Board, which is 1.0% from March 2019.\n\nUnder the capital adequacy guidelines, banks and bank holding companies with international operations are required to measure and apply capital charges with respect to their credit risk, market risk and operational risk.\n\nUnder the guidelines, banks and bank holding companies have several choices for the methodologies to calculate their capital requirements for credit risk and market risk. Approval of the Financial Services Agency is necessary to adopt advanced methodologies for calculation, and Mizuho Financial Group started to apply the advanced internal ratings-based (AIRB) approach for the calculation of credit risk from the fiscal year ended March 31, 2009.\n\nIn December 2017, BCBS published the finalized Basel III reforms endorsed by the Group of Central Bank Governors and Heads of Supervision. The finalized reforms complement the initial phase of Basel III reforms set forth above, seek to restore credibility in the calculation of risk-weighted assets and improve the comparability of banks’ capital ratios. Such reforms include the following elements:\n\n \n\n \n•\n \n\na revised standardized approach for credit risk, which is designed to improve the robustness and risk sensitivity of the existing approach;\n\n \n\n \n•\n \n\nrevisions to the internal ratings-based approach for credit risk, where the use of the most advanced internally modelled approaches for low-default portfolios will be limited;\n\n \n\n \n•\n \n\nrevisions to the credit valuation adjustment (CVA) framework, including the removal of the internally modelled approach and the introduction of a revised standardized approach;\n\n \n\n \n•\n \n\na revised standardized approach for operational risk, which will replace the existing standardized approaches and the advanced measurement approaches;\n\n \n\n \n•\n \n\nrevisions to the capital floor, under which banks’ risk-weighted assets generated by internal models must be no lower than 72.5% of the total risk-weighted assets as calculated using only the standardized approaches under the revised Basel III framework; and\n\n \n\n \n•\n \n\nrequirements to disclose risk-weighted assets based on the standardized approaches.\n\nIn addition, under the finalized Basel III reforms, G-SIBs are required to meet a leverage ratio buffer, which takes the form of a Tier 1 capital buffer set at 50% of the applicable G-SIB’s risk-weighted capital buffer, and various refinements are made to the definition of the leverage ratio exposure measure based on the text of the leverage ratio framework issued by the BCBS in January 2014.\n\nIn April and November 2022, the Financial Services Agency published amendments to the regulatory notices regarding operational risk, credit risk, market risk and CVA risk under the Basel III finalization\n\n \n\n56\n\nframework. The Basel III finalization framework in Japan has been applied to all Japanese banks and bank holding companies with international operations and Japanese banks and bank holding companies with only domestic operations that have been using internal model-based approaches for measuring risks, starting from March 31, 2024, except for banks and bank holding companies that have notified the Financial Services Agency that they wish to implement the Basel III finalization framework earlier. For the banks and bank holding companies to which the Basel III finalization framework has been applied from March 31, 2024, the revisions to the capital floor have been phased in from March 31, 2024, with the initial capital floor of 50%, and are scheduled to be fully implemented at 72.5% from March 31, 2029.\n\nLeverage Ratio\n\nThe leverage ratio framework is critical and complementary to the risk-based capital framework that is designed to help ensure broad and adequate capture of both on- and off-balance sheet sources of banks’ leverage. This simple, non-risk-based measure is designed to restrict the build-up of excessive leverage in the banking sector to avoid destabilizing deleveraging processes that can damage the broader financial system and the economy. Implementation of the leverage ratio requirements began with bank-level reporting to national supervisors of the leverage ratio and its components, and public disclosure is required from January 2015. Basel III’s leverage ratio is defined as the “capital measure” (numerator) divided by the “exposure measure” (denominator) and is expressed as a percentage. The capital measure is defined as Tier 1 capital, and the minimum leverage ratio is defined as 3%. The Financial Services Agency applied the requirement from March 31, 2019 to meet the minimum leverage ratio for bank holding companies and banks with international operations.\n\nIn July 2022, the Financial Services Agency published amendments to the regulatory notices regarding the leverage ratio requirements under the finalized definition of the leverage ratio exposure measure, and the leverage ratio buffer requirement for G-SIBs, and the leverage ratio buffer requirement for G-SIBs took effect from March 31, 2023. With the commencement of the Basel III finalization framework in Japan, the leverage ratio regulations under the finalized definition of the leverage ratio exposure measure have been applied to all Japanese banks with international operation, starting from March 31, 2024, except for financial institutions that implement the Basel III finalization framework earlier.\n\nIn addition, in November 2022, the Financial Services Agency published the revised ordinances regarding the leverage ratio buffer requirement for G-SIBs under the finalized Basel III reforms with effect from March 2023, under which, if such buffer requirements are not satisfied, a capital distribution constraints plan is required to be submitted to the Financial Services Agency and carried out.\n\nIn June 2020, a temporary measure to exclude amounts of deposits held at the Bank of Japan from the calculation of leverage ratio exposure due to the uncertainty of the impact of COVID-19 was introduced, which remained effective until March 31, 2024. In November 2022, the Financial Services Agency amended the leverage ratio regulations, raising the minimum leverage ratio from 3% to 3.15% and adding 0.05% to the leverage ratio buffer requirement for G-SIBs, while continuing to exclude amounts of deposits held at the Bank of Japan from the calculation of the leverage ratio exposure, taking into account exceptional macroeconomic conditions and other circumstances. This amendment has been applied starting from April 1, 2024.\n\nLiquidity\n\nThere are two minimum standards for funding liquidity: LCR and NSFR (each as defined below).\n\nThe liquidity coverage ratio (“LCR”) is intended to promote resilience to potential liquidity disruptions over a thirty-day horizon and help ensure that global banks have sufficient, unencumbered, high-quality liquid assets (“HQLA”) to offset the net cash outflows, which it could encounter under an acute short-term stress scenario. The Group of Central Bank Governors and Heads of Supervision (“GHOS”) agreed on a revised LCR standard\n\n \n\n57\n\non January 6, 2013, and the BCBS issued the text of the revised LCR standard on January 7, 2013. The LCR guidelines of the Financial Services Agency, which reflect the rules in such text, have been applied to banks and bank holding companies with international operations from March 31, 2015. Under the LCR guidelines, LCR is defined as the ratio obtained by dividing the sum of the amounts of HQLA by the amount of net cash outflows, each as defined in and calculated pursuant to such guidelines. In accordance with the LCR standard under the LCR guidelines, the stock of unencumbered HQLA is to constitute “level 1” assets, which include cash, central bank reserves and certain marketable securities backed by sovereigns and central banks, and “Level 2” assets, which include certain government securities covered bonds, corporate debt securities and, to a limited extent, lower-rated corporate bonds, residential mortgage-backed securities and equities that meet certain conditions. “Level 2” assets are subject to certain haircuts based on types of securities and credit ratings. The regulatory minimum requirement of LCR is 100% on both a consolidated and non-consolidated basis for banks with international operations or on a consolidated basis for bank holding companies with international operations. The BCBS issued final requirements for LCR-related disclosures on January 12, 2014, and the LCR disclosure guidelines of the Financial Services Agency, which reflect such requirements, have been applied to banks and bank holding companies with international operations from June 30, 2015. The LCR disclosure guidelines require such banks and bank holding companies to disclose their LCR in common templates starting from information as of June 30, 2015.\n\nThe net stable funding ratio (“NSFR”) requires a minimum amount of stable sources of funding at a bank relative to the liquidity profiles of the assets, as well as the potential for contingent liquidity needs arising from off-balance sheet commitments, over a one-year horizon. The BCBS finalized the NSFR framework in October 2014. In March 2021, the Financial Services Agency published amendments to the regulatory notices and guidelines pertaining to liquidity ratio requirements under which the NSFR was introduced in Japan with effect from September 30, 2021. Under the NSFR guidelines, NSFR is defined as the ratio obtained by dividing the sum of the amounts of available stable funding by the amount of required stable funding, each as defined in and calculated pursuant to such guidelines. The regulatory minimum requirement of NSFR is 100% on both a consolidated and non-consolidated basis for banks with international operations or on a consolidated basis for bank holding companies with international operations. The BCBS issued final requirements for NSFR-related disclosures on June 22, 2015, and the NSFR disclosure guidelines of the Financial Services Agency, which reflect such requirements, have been applied to banks and bank holding companies with international operations from September 30, 2021. The NSFR disclosure guidelines require such banks and bank holding companies to disclose their NSFR in common templates starting from September 30, 2021.\n\nTotal Loss Absorbing Capacity\n\nRelated to regulatory capital requirements, in November 2015, the FSB issued the final TLAC standard for G-SIBs. The TLAC standard has been designed so that failing G-SIBs will have sufficient loss-absorbing and recapitalization capacity available in resolution for authorities to implement an orderly resolution. G-SIBs are required to meet the TLAC requirement alongside the minimum regulatory requirements set out in the Basel III framework.\n\nFollowing the publication of the final TLAC standards for G-SIBs by the FSB, in April 2016, the Financial Services Agency published an explanatory paper outlining its approach for the introduction of the TLAC framework in Japan, and a revised version of this document was published in April 2018. In March 2019, the Financial Services Agency published regulatory notices and related materials to implement the TLAC requirements in Japan, which (i) has been fully applied from March 31, 2022 for Japanese G-SIBs, and (ii) has been fully applied from March 31, 2024 for a financial group designated as a D-SIB by the Financial Services Agency 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 (together with Japanese G-SIBs, the “Covered SIBs”). According to the Financial Services Agency’s approach above, which is subject to change based on future international discussions, the preferred resolution strategy for the Covered SIBs is SPE resolution, in which resolution tools are applied to the ultimate holding company of a group by a single national\n\n \n\n58\n\nresolution authority, although the actual measures to be taken will be determined on a case-by-case basis considering the actual condition of the relevant Covered SIB in crisis. To implement this SPE resolution strategy effectively, the Financial Services Agency requires the ultimate holding company in Japan of the relevant Covered SIB designated as the resolution entity in Japan of such Covered SIB by the Financial Services Agency (the “Domestic Resolution Entity”) to (i) meet the minimum external TLAC requirements, and (ii) cause its material subsidiaries or material sub-groups that are designated as systemically important by the Financial Services Agency or that are subject to TLAC requirements or similar requirements by the relevant foreign authority to maintain a certain level of capital and debt recognized as having loss-absorbing and recapitalization capacity, or internal TLAC. Under the Japanese TLAC regulations, the Financial Services Agency designates Mizuho Financial Group as the Domestic Resolution Entity, which is subject to the external TLAC requirements in Japan, and designates Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities as Mizuho Financial Group’s material subsidiaries in Japan which are subject to Japan’s internal TLAC requirements. In addition, under the Japanese TLAC regulations, G-SIBs are required to meet a minimum TLAC requirement of, from March 31, 2022 to date, at least 18% of the resolution group’s risk-weighted assets and, from March 31, 2022 until March 31, 2024, at least 6.75% of the Basel III leverage ratio denominator. Japanese G-SIBs are allowed to count the Japanese Deposit Insurance Fund Reserves in an amount equivalent to 3.5% of their consolidated risk-weighted assets as their external TLAC.\n\nIn June 2020, a temporary measure to exclude amounts of deposits held at the Bank of Japan from the calculation of the external TLAC ratio on a total exposure basis due to the uncertainty of the impact of COVID-19 was introduced, which remained effective until March 31, 2024. In addition, in November 2022, the Financial Services Agency amended the TLAC regulations, raising the minimum TLAC ratio on a total exposure basis from 6.75% to 7.10%, while continuing to exclude amounts of deposits held at the Bank of Japan from the calculation of the external TLAC ratio on a total exposure basis, taking into account exceptional macroeconomic conditions and other circumstances. This amendment has been applied effective April 1, 2024.\n\nRecovery and Resolution Plan\n\nIn November 2025, the Financial Stability Board published the latest list of G-SIBs. The list is annually updated by the Financial Stability Board in each November, and the list as of November 2025 continues to include us. A recovery and resolution plan must be put in place for each G-SIB and be regularly reviewed and updated. In Japan, under the Comprehensive Guidelines for Supervision of Major Banks, etc., as part of crisis management, financial institutions identified as G-SIBs must prepare and submit a recovery plan, which includes the triggers to implement the recovery plan and an analysis of recovery options, to the Financial Services Agency, and the Financial Services Agency must prepare a resolution plan for each G-SIB.\n\nUnited States\n\nAs a result of our operations in the United States, we are subject to extensive U.S. federal and state supervision and regulation. We engage in U.S. banking activities through Mizuho Bank’s branches and representative offices located in New York, Chicago, Los Angeles, Houston, Atlanta, Dallas, San Francisco, and Washington, D.C. We also own one bank in the United States, Mizuho Bank (USA), which is engaged primarily in banking services, trust services and custody business, and a U.S. broker-dealer, Mizuho Securities USA LLC, which is engaged in the securities business.\n\nThe Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), contains measures to prevent, detect and prosecute terrorism and international money laundering by imposing significant compliance and due diligence obligations, providing for new offenses and penalties and expanding the extraterritorial jurisdiction of the United States. The Bank Secrecy Act, as amended, imposes anti-money laundering compliance obligations on U.S. financial institutions, including the U.S. offices of foreign banks. Federal and state regulatory and law enforcement authorities closely scrutinize the compliance by financial institutions with the Bank Secrecy Act and anti-money laundering rules.\n\n \n\n59\n\nMizuho Financial Group, Mizuho Bank and Mizuho Americas are financial holding companies (“FHCs”) within the meaning of the U.S. Bank Holding Company Act of 1956, as amended (the “BHCA”), and are subject to regulation and supervision thereunder by the Federal Reserve. As a matter of law, these three companies are required to act as a source of financial strength to Mizuho Bank (USA). The BHCA generally prohibits us from acquiring, directly or indirectly, the ownership or control of more than 5% of any class of voting shares of any company engaged in activities in the United States other than banking or activities that are financial in nature or incidental or complementary to financial activity. This general prohibition is subject to certain exceptions, including an exception that permits us to acquire up to 100% of the voting shares in any company engaged in nonfinancial activities that we do not routinely manage, generally for a period of up to 10 years, under our merchant banking authority. In addition, U.S. regulatory approval is generally required for us to acquire more than 5% of any class of voting shares of a U.S. bank, savings association or bank holding company.\n\nAs FHCs, we, Mizuho Bank, and Mizuho Americas and the companies under their control are permitted to engage in a broader range of activities in the U.S. and abroad than permitted for bank holding companies and their subsidiaries. For example, FHC status under the BHCA permits banking groups in the United States to engage in comprehensive investment banking businesses, such as the underwriting of and dealing in corporate bonds, equities and other types of securities, and therefore enables our group to promote our investment banking business on a broader basis in the United States. FHC status also permits banking groups in the United States to engage in merchant banking activities, as described above.\n\nTo retain our status as an FHC, we must also comply with certain additional regulatory requirements. For example, we and each of our U.S. insured depository institution subsidiaries with operations in the United States must be “well capitalized.” We and each of our U.S. insured depository institution subsidiaries must also be “well managed,” which requires that we and such subsidiaries maintain supervisory ratings that are at least satisfactory. Further, Mizuho Financial Group and Mizuho Bank must also meet such capital standards as calculated under their home country standards (which must be comparable to the capital required for a U.S. banking organization) and must be well managed under standards comparable to those required for a U.S. bank. Failure to comply with such requirements would require us to prepare a remediation plan, and we would not be able to undertake new business activities or acquisitions based on our status as an FHC during any period of noncompliance without the prior approval of the Federal Reserve Board (“FRB”), and divestiture or termination of certain business activities, termination of our U.S. branches and agencies, or divestiture of our depository institution subsidiaries may be required as a consequence of failing to correct such conditions within 180 days.\n\nU.S. branches, agencies and representative offices of foreign banks must be licensed, and supervised and regulated, by either a state banking authority and the FRB, jointly, or by the Office of the Comptroller of the Currency (“OCC”). Each branch and representative office in the United States of Mizuho Bank is state-licensed and regulated. Under U.S. federal banking laws, state-licensed branches and agencies of foreign banks, as a general matter, may engage only in activities that would be permissible for their federally-licensed counterparts, unless the FRB determines that the additional activity is consistent with sound practices and such activities are permissible under applicable state law. U.S. federal banking laws also subject state-licensed branches and agencies to the same single-borrower lending limits that apply to federal branches and agencies, which are substantially similar to the lending limits applicable to national banks, but are based on the capital of the entire foreign bank.\n\nThe New York branch of Mizuho Bank is licensed and subject to supervision, examination and regulation by the New York State Department of Financial Services (“NYDFS”) as well as by the Federal Reserve. Except for a prohibition on such branch accepting retail deposits, a state-licensed branch generally has the same powers as a state-chartered bank in such state. New York has an asset pledge requirement for branches equal to the greater of 1% of average total liabilities for the previous month or $2 million, provided that an institution designated as a “well-rated foreign banking corporation” is permitted to maintain a reduced asset pledge with a cap of $100 million. The NYDFS may require higher amounts for supervisory reasons. Each other U.S. branch and representative office of Mizuho Bank is also licensed and subject to regulation and examination by the state\n\n \n\n60\n\nbanking authority of the state in which such branch or representative office is located, as well as by the Federal Reserve. The deposits of Mizuho Bank’s U.S. branches are not insured by the Federal Deposit Insurance Corporation (“FDIC”).\n\nOn the other hand, Mizuho Bank (USA) is a New York state-chartered bank that is a member of the Federal Reserve System and whose deposits are insured by the FDIC. As such, Mizuho Bank (USA) is subject to regulation, supervision and examination by the Federal Reserve and the NYDFS, and is subject to certain FDIC regulation. As an FDIC-insured institution, Mizuho Bank (USA) is subject to regular insurance assessments by the FDIC, as well as occasional “special assessments.” In connection with the FDIC’s resolution of Silicon Valley Bank and Signature Bank in March 2023, U.S. government agencies invoked the “systemic risk exception” which extended FDIC insurance to depositors of the failed banks with deposits above the US$250,000 insurance limit. In order to recover the cost associated with protecting such uninsured depositors, the FDIC adopted a final rule in November 2023 to implement a special assessment based on an insured institution’s estimated uninsured deposits reported as of December 31, 2022, excluding the first $5 billion of the insured institution’s estimated uninsured deposits. Based on the terms of the FDIC’s final rule, Mizuho Bank (USA) is not subject to a special assessment based on its uninsured deposits reported as of December 31, 2022.\n\nIn the United States, U.S.-registered broker-dealers are regulated by the U.S. Securities and Exchange Commission (the “SEC”). As a U.S.-registered broker-dealer, Mizuho Securities USA is subject to regulations that cover all aspects of the securities business, including sales methods, trade practices among broker-dealers, use and safekeeping of customers’ funds and securities, capital structure, recordkeeping, the financing of customers’ purchases and the conduct of directors, officers and employees.\n\nIn the United States, comprehensive financial regulatory reform legislation, titled the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), provided a broad framework for significant regulatory changes across most areas of U.S. financial regulation. Among other things, federal regulations adopted pursuant to the Dodd-Frank Act address systemic risk oversight, minimum leverage and risk-based capital requirements for insured depository institutions and depository institution holding companies, and the resolution of failing systemically significant financial institutions.\n\nThe Dodd-Frank Act provides regulators with tools to impose greater capital, leverage and liquidity requirements and other prudential standards, particularly for financial institutions that may pose significant systemic risk and bank holding companies with a certain level of consolidated assets. The FRB must consider national treatment and competitive equality when imposing stricter standards on foreign banking organizations like Mizuho Financial Group, as well as the extent of comparable home country standards. The FRB’s Regulation YY (the “FBO Rules”), which implements these requirements uder the Dodd-Frank Act, imposes enhanced prudential standards on certain large foreign banking organizations having a U.S. presence, such as Mizuho Financial Group. Under the FBO Rules, large foreign banking organizations, including us, and their U.S. operations are subject to risk management requirements, risk-based capital and leverage limits, capital stress testing requirements, liquidity requirements and, in certain circumstances, asset management requirements. In addition, under the FBO Rules, foreign banking organizations with $50 billion or more in total U.S. non-branch assets are required to establish or designate a separately capitalized top-tier U.S. intermediate holding company (“IHC”) that would hold its ownership interest in a substantial majority of its U.S. subsidiaries and be subject to certain capital, liquidity and other enhanced prudential standards on an IHC consolidated basis. In consideration of certain enhanced prudential requirements under the FBO Rules, we established a new U.S. bank holding company, Mizuho Americas, a wholly owned direct subsidiary of Mizuho Bank as of July 1, 2016. Mizuho Americas is currently the holding company for our U.S. bank subsidiary, Mizuho Bank (USA), our U.S. securities broker-dealer, Mizuho Securities USA LLC, and certain other of our U.S. subsidiaries. The establishment of Mizuho Americas was part of a larger internal reorganization, which was taken with the aim of, among other things, strengthening corporate governance.\n\nUnder the FBO Rules, the FRB delineates three categories, Category II, Category III and Category IV, for the application of enhanced prudential standards to foreign banking organizations (“FBOs”) based on an FBO’s\n\n \n\n61\n\nasset size and other factors such as the degree of the cross-jurisdictional activity, short-term wholesale funding, nonbank assets, and off-balance sheet exposures of an FBO’s U.S. operations. The FBO Rules generally determines the stringency of enhanced prudential standards applicable to FBOs based on the risk profile of the FBO’s U.S. operations, rather than its global footprint, with most enhanced prudential standards applying only to FBOs with combined U.S. assets of at least $100 billion. Additionally, IHCs are subject to resolution planning, with requirements tailored based on an FBO’s category under the FBO Rules.\n\nWe are a Category III FBO as delineated by the FBO Rules as of the end of December 2025.\n\nUnder Section 13 of the BHCA (as amended by the EGRRCPA) and its implementing regulations, also known as the “Volcker Rule,” (i) any insured depository institution, subject to certain exceptions including for a depository institution that, together with every company that controls it, has $10 billion or less in total consolidated assets and trading assets and liabilities that are less than 5% of total consolidated assets, (ii) any company that controls such an institution, (iii) any non-U.S. bank with branches in the United States, such as Mizuho Bank, and (iv) any affiliate or subsidiary of such entities (each, a “banking entity”) is prohibited from engaging in proprietary trading and from investing in or sponsoring private equity or hedge funds, subject to certain limited exceptions.\n\nThe current regulatory environment in the United States may be impacted by future legislative developments, changes in U.S. executive administration or congressional leadership or other events, such as bank failures or market volatility, The federal banking agencies, Congress, individual states or other regulatory bodies may revisit existing laws, regulations and supervisory expectations for banking organizations, or propose new laws. For example, in March 2026, U.S. federal banking agencies proposed revisions to capital regulations implemment to the so-called “Basel III Endgame,” ; if finalized, such revisions could result in changes to the application of risk-based capital requirements for U.S. banks and the U.S. intermediate holding companies of foreign banking organizations. We are currently evaluating the potential effects of the proposed rulemaking on the capital requirements of Mizuho Bank (USA) and Mizuho Americas. It is uncertain at this time whether the proposed rulemaking will be finalized and, if finalized, the extent to which the final rule will differ from the proposed rule. Other than the foregoing, the scope of any additional future legislation or regulatory developments at either the federal or state level is not possible to determine at this time, and we cannot predict what impact, if any, such future legislative or regulatory developments will have on us if or when such legislation or regulations are enacted or adopted, as applicable.\n\nCybersecurity and privacy trends in Europe and the U.S.\n\nWe are subject to U.S. and European laws and regulations governing requirements for maintaining policies and procedures regarding the disclosure, use and protection of the non-public confidential information and personal information of our customers and employees. To comply with these various laws and regulations, we have implemented security and privacy policies and procedures for the protection of personal and confidential information across our business. These laws and regulations also impact our ability to share certain information with affiliates and non-affiliates for marketing and/or non-marketing purposes or to contact customers with marketing offers and establish certain rights of consumers and other individuals in connection with their personal information. For example, the Gramm-Leach Bliley Act (“GLBA”) and rules adopted by the SEC (Regulation S-P) pursuant to GLBA regulate broker-dealers’ and investment advisers’ practices regarding the use and sharing with third parties of investors’ personal financial information and require them to disclose these practices to investors. In addition, over twenty states in the U.S.have enacted, or are considering enacting, comprehensive consumer data privacy laws. For example, the California Consumer Privacy Act as amended by the California Privacy Rights Act, together with its implementing regulations (collectively, the “CCPA”), provides, subject to certain exemptions, California residents with the right to know what personal data is being collected, know whether their personal data is sold or disclosed and to whom to opt out of the sale or sharing of their personal data, to correct inaccurate information, and to limit the use and disclosure of sensitive personal information, among other rights. Recently, the California Privacy Protection Agency, which is responsible for enforcing the\n\n \n\n62\n\nCCPA, issued new rules under the CCPA relating to automated decision-making technology, risk assessments, and cybersecurity audits, some of which have gone into effect beginning January 2026. In addition, the EU General Data Protection Regulation (“EU GDPR”) which has been retained and transposed into the UK’s domestic law by virtue of the European Union (Withdrawal) Act 2018 (the body of law retained in the UK, together with the UK Data Protection Act 2018, is referred to herein as the “UK GDPR”) imposes obligations on the processing of personal data of data subjects (natural persons), and such obligations can, in certain circumstances, apply on an extraterritorial basis. The EU GDPR, the UK GDPR and other similar data protection laws provide greater protection for data subjects by requiring, amongst other things, personal data to be processed lawfully in a fair and transparent manner, to be collected for specified, explicit and legitimate purposes, and to be limited to what is adequate or necessary in relation to those purposes. Data controllers must be able to respond to the rights of data subjects, which includes the right of individuals to access their personal data, to seek to rectify inaccurate data, to have personal data erased where processing is no longer required, to seek to restrict the processing of their personal data, and to object to the processing of their personal data. Further legislative evolution in the field of data protection and privacy is also expected. For example, the UK’s Data (Use and Access) Act received Royal Assent on June 19, 2025 and is making various amendments to the current UK data protection regime, including to bring the maximum fine threshold for infringement of certain requirements relating to direct marketing and the use of cookies (currently £500,000) in line with the UK GDPR threshold (i.e., the higher of £17.5 million or 4% of annual global turnover), as well as introducing new data sharing frameworks. In addition, on November 19, 2025, the EU published a proposal to make certain simplifications to the EU GDPR and other data, privacy and cybersecurity related laws. This is increasing divergence between EEA and UK requirements, which may create a greater dual regulatory compliance burden in circumstances where entities are subject to both regimes. These existing and evolving legal requirements in the U.S., the EU, the UK, and other jurisdictions continue to lend uncertainty to privacy compliance globally and may require us to incur material costs with respect to compliance in the future. Further, certain violations of these data protection laws may result in penalties and losses such as significant administrative fines, e.g., in the case of the EU GDPR, up to the higher of EUR 20 million and 4% of total worldwide annual turnover.\n\nIn the United States, federal and state regulators, including the Federal Reserve, Office of the Comptroller of the Currency (“OCC”), SEC and New York State Department of Financial Services (“NYDFS”), have increasingly focused on cybersecurity risks and responses for regulated entities and laws and regulations in this area are evolving. For example, the NYDFS cybersecurity regulation applies to any entities licensed or chartered by the NYDFS, including the New York branch of Mizuho Bank, Ltd. and New York state-chartered banks such as Mizuho Bank (USA), and requires each company to assess its specific risk profile periodically and design a program that addresses its risks “in a robust fashion,” including by addressing risks posed by third-party service providers, training and retaining specialized staff to address cybersecurity risks, maintaining systems designed to reconstruct material financial transactions and complying with security requirements for non-public information. Each covered entity must monitor its systems and networks and notify the superintendent of the NYDFS within 72 hours after it is determined that a material cybersecurity event has occurred, and senior management of the covered entity has been required to file an annual certification confirming compliance with the NYDFS regulations. NYDFS amended its cybersecurity regulations on November 1, 2023 for all covered entities, increasing the requirements for cybersecurity programs, including but not limited to requirements concerning assessment, certification, access, training, staff, monitoring and reporting. As part of this amendment, the 72 hour reporting requirement was extended to include cybersecurity events at affiliates and third-party service providers. Additional requirements, including independent audits of cybersecurity programs and access and endpoint monitoring, were also introduced for a new category of Class A companies. Similarly, in November 2021, the federal bank regulatory agencies issued a rule regarding notification requirements for banking organizations related to significant computer security incidents, which went into effect on April 1, 2022. Under the rule, a banking organization is required to notify the relevant federal banking regulatory agency within 36 hours of incidents that have materially disrupted or degraded, or are reasonably likely to materially disrupt or degrade, the banking organization’s ability to deliver services to a material portion of its customer base, jeopardize the viability of key operations of the banking organization or pose a threat to the financial stability of the United States. In 2023, the SEC adopted new and amended rules that require foreign private issuers such as Mizuho to\n\n \n\n63\n\ndescribe their process for assessing and managing material risks from cybersecurity threats and promptly disclose any material cybersecurity incident through a Form 6-K filing. The effective dates for these rules were in December 2023. Also in May 2024, the SEC announced the adoption of amendments to Regulation S-P that, among other things, require covered financial institutions to maintain policies and procedures for an incident response program that is reasonably designed to detect, respond to, and recover from unauthorized access to or use of customer information, to notify affected individuals in the event of a breach in security, and to oversee third-party service providers. The Regulation S-P amendments went into effect on December 3, 2025. Comparable cybersecurity laws and regulations are also evolving in other jurisdictions. For example, in the EU, the Digital Operational Resilience Act (“DORA”), which has been in effect in the EU since January 2025, imposes stringent obligations on financial entities in relation to information and communication technology (“ICT”) risk management, including requirements for the adoption of specific mechanisms and policies for protecting against and handling of ICT-related incidents reporting of major ICT-related incidents to competent authorities and diligencing and managing ICT providers and flowing down certain contractual requirements. Monitoring and responding to developments in such laws may increase compliance costs, and any actual or perceived failure to comply could result in regulatory investigations, fines, sanctions or other penalties, all of which could have a material adverse impact on our business, reputation or operation.\n\nDisclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act\n\nSection 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“Section 219”) added Section 13(r) to the U.S. Securities Exchange Act of 1934, requiring each SEC reporting issuer to disclose in its annual and, if applicable, quarterly reports whether it or any of its affiliates have knowingly engaged in specified activities, transactions or dealings relating to Iran or with the Government of Iran or certain designated persons or entities involved in terrorism or the proliferation of weapons of mass destruction during the period covered by such filing. Section 219 requires disclosure even of certain activities not prohibited by U.S. or other law and even if such activities were conducted outside the United States by non-U.S. affiliates in compliance with local law.\n\nOur affiliate Mizuho Bank is our only affiliate to have engaged in activity that is relevant for this purpose. Mizuho Bank maintains compliance policies and procedures to conform its operations to all applicable economic sanctions laws and regulations, and is increasing resources dedicated to this effort. In that context, and only after confirming that such transactions do not involve prohibited or sanctionable activity under U.S. or other economic sanctions, non-U.S. branches of Mizuho Bank engage in a limited number of activities reportable under Section 219.\n\nNo U.S. branches of Mizuho Bank were involved in any of these activities.\n\nActivities through correspondent banking accounts\n\nIn the fiscal year ended March 31, 2026, Mizuho Bank continued to maintain accounts for Iranian banks related to the Government of Iran and a bank designated under E.O. 13224, but conducted no funds transfers through these accounts or through other correspondent banking accounts on behalf of such Iranian banks. Mizuho Bank has policies and procedures to process transfers through these accounts only after confirming that such transactions do not involve prohibited or sanctionable activity under U.S. or other economic sanctions and obtaining licenses issued by Japan’s Ministry of Finance where necessary. Mizuho Bank will process transfers through these accounts only under the limited circumstances where Mizuho Bank believes the transfer would conform to its compliance policies and procedures, applicable international sanctions laws, and after obtaining a license issued by Japan’s Ministry of Finance where necessary.\n\nOther Jurisdictions\n\nOur operations elsewhere in the world are subject to regulation and control by local supervisory authorities, including local central banks.\n\n \n\n64\n\n4.C. Organizational Structure\n\nThe following diagram shows our basic corporate structure as of March 31, 2026:\n\n \n\nNotes:\n\n(1)\n\nMizuho Bank and Mizuho Research & Technologies were merged on April 1, 2026, with Mizuho Bank as the surviving company, and the business operations of the two companies were integrated.\n\n(2)\n\nCustody Bank of Japan, in which we have a 27.0% equity interest, is an equity-method affiliate of ours.\n\n(3)\n\nMI Digital Services, in which we have a 35.0% equity interest, is an equity-method affiliate of ours.\n\n(4)\n\nMizuho Leasing, in which we have a 23.6% equity interest, is an equity-method affiliate of ours.\n\n \n\n65\n\nThe following table sets forth information with respect to our principal consolidated subsidiaries as of\n\nMarch 31, 2026:\n\n \n\nName\n\n  \nCountry of\norganization\n \n  \nMain business\n \n  \nProportion of\nownership\ninterest\n(%)\n \n \nProportion of\nvoting\ninterest\n(%)\n \n\nDomestic\n\n  \n\n  \n\n  \n\n \n\nMizuho Bank, Ltd.(1)\n\n  \n \nJapan\n \n  \n \nBanking\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nMizuho Trust & Banking Co., Ltd.\n\n  \n \nJapan\n \n  \n \nTrust and banking\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nMizuho Securities Co., Ltd.\n\n  \n \nJapan\n \n  \n \nSecurities\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nMizuho Research & Technologies, Ltd.(1)\n\n  \n\n \n\n \n\n \n\nJapan\n\n \n\n \n\n  \n\n \n\n \n\n \n\nInformation technology\nand think tank\nconsulting\n\n \n\n \n \n \n\n  \n\n \n\n \n\n \n\n100.0\n\n \n\n% \n\n \n\n \n\n \n\n \n\n100.0\n\n \n\n% \n\nAsset Management One Co., Ltd.\n\n  \n \nJapan\n \n  \n \n\nInvestment management,\ninvestment advisory\nand agency services\n \n \n \n  \n \n70.0\n% \n \n \n51.0\n% \n\nMizuho Innovation Frontier Co., Ltd.\n\n  \n \nJapan\n \n  \n \nInvestment\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nMizuho Credit Guarantee Co., Ltd.\n\n  \n \nJapan\n \n  \n \nCredit guarantee\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nMizuho Factors, Limited\n\n  \n \nJapan\n \n  \n \nFactoring\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nUC Card Co., Ltd.\n\n  \n \nJapan\n \n  \n \nCredit cards\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nMizuho Realty One Co., Ltd.\n\n  \n \nJapan\n \n  \n \nHolding company\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nMizuho Group Services, Ltd\n\n  \n \nJapan\n \n  \n \nSubcontracted operations\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nMizuho Realty Co., Ltd.(2)\n\n  \n \nJapan\n \n  \n \nReal estate brokerage\n \n  \n \n99.5\n% \n \n \n95.1\n% \n\nUpsider Holdings, Inc.\n\n  \n \nJapan\n \n  \n \nHolding company\n \n  \n \n76.9\n% \n \n \n76.9\n% \n\nMizuho-DL Financial Technology Co., Ltd.\n\n  \n\n \n\n \n\n \n\nJapan\n\n \n\n \n\n  \n\n \n\n \n\n \n\nApplication and\nSophistication of\nFinancial Technology\n\n \n\n \n \n \n\n  \n\n \n\n \n\n \n\n60.0\n\n \n\n% \n\n \n\n \n\n \n\n \n\n60.0\n\n \n\n% \n\nMizuho Capital Co., Ltd.(2)\n\n  \n \nJapan\n \n  \n \nVenture capital\n \n  \n \n50.0\n% \n \n \n50.0\n% \n\nOverseas\n\n  \n\n  \n\n  \n\n \n\nMizuho Americas LLC\n\n  \n \nUSA\n \n  \n \nHolding company\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nMizuho Bank Europe N.V.\n\n  \n \nNetherlands\n \n  \n \nBanking and securities\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nMizuho Bank (China), Ltd.\n\n  \n \nChina\n \n  \n \nBanking\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nMizuho Capital Markets LLC\n\n  \n \nUSA\n \n  \n \nDerivatives\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nMizuho International plc\n\n  \n \nUK\n \n  \n \nSecurities and banking\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nMizuho Securities Asia Limited\n\n  \n \nChina\n \n  \n \nSecurities\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nMizuho Securities USA LLC\n\n  \n \nUSA\n \n  \n \nSecurities\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nBanco Mizuho do Brasil S.A.\n\n  \n \nBrazil\n \n  \n \nBanking\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nMizuho Bank (USA)\n\n  \n \nUSA\n \n  \n \nBanking and trust\n \n  \n \n100.0\n% \n \n \n100.0\n% \n\nPT. Bank Mizuho Indonesia\n\n  \n \nIndonesia\n \n  \n \nBanking\n \n  \n \n99.0\n% \n \n \n99.0\n% \n\n \n\nNotes:\n\n(1)\n\nMizuho Bank and Mizuho Research & Technologies were merged on April 1, 2026, with Mizuho Bank as the surviving company, and the business operations of the two companies were integrated.\n\n(2)\n\nThe proportion of ownership interest refers to the respective proportion of economic interest held by us.\n\n \n\n66\n\n4.D. Property, Plant and Equipment\n\nThe following table shows the breakdown of our premises and equipment at cost as of March 31, 2025 and 2026:\n\n \n\n \n  \nAs of March 31,\n \n\n \n  \n2025\n \n  \n2026\n \n\n \n  \n(in millions of yen)\n \n\nLand\n\n  \n¥\n570,626\n \n  \n¥\n562,520\n \n\nBuildings\n\n  \n \n741,887\n \n  \n \n673,974\n \n\nEquipment and furniture\n\n  \n \n392,780\n \n  \n \n409,053\n \n\nLeasehold improvements\n\n  \n \n212,741\n \n  \n \n217,966\n \n\nConstruction in progress\n\n  \n \n62,010\n \n  \n \n44,441\n \n\nSoftware\n\n  \n \n1,581,741\n \n  \n \n1,660,387\n \n\n  \n\n \n\n \n\n \n  \n\n \n\n \n\n \n\nTotal\n\n  \n \n3,561,785\n \n  \n \n3,568,341\n \n\nLess: Accumulated depreciation and amortization\n\n  \n \n1,748,107\n \n  \n \n1,745,321\n \n\n  \n\n \n\n \n\n \n  \n\n \n\n \n\n \n\nPremises and equipment—net\n\n  \n¥\n1,813,678\n \n  \n¥\n1,823,020\n \n\n  \n\n \n\n \n\n \n  \n\n \n\n \n\n \n\nOur head office is located at 1-5-5 Otemachi, Chiyoda-ku, Tokyo, Japan. The headquarter building is leased from a third party.\n\nThe total area of land related to our material office and other properties as of March 31, 2026 was approximately 492,000 square meters for owned land and approximately 10,000 square meters for leased land.\n\nOur owned land and buildings are primarily used by our branches. Most of the buildings and land owned by us are free from material encumbrances.\n\nInformation required by subpart 1400 of Regulation S-K\n\nSee “Selected Statistical Data” for information required by subpart 1400 of SEC Regulation S-K."}