瑞穗金融美股招股说明书(2025-06-27版)

U.S.$1,250,000,000 4.711% Senior CallableFixed-to-FixedReset Rate Notes due 2031U.S.$1,000,000,000 5.323% Senior CallableFixed-to-FixedReset Rate Notes due 2036U.S.$750,000,000 Senior Callable Floating Rate Notes due 2031 Mizuho Financial Group, Inc., a joint stock corporation incorporated with limited liability under the laws of Japan (“Mizuho Financial Group” or the “Issuer”), will issue an aggregate principal amount of$1,250,000,000 of senior callablefixed-to-fixedreset rate notes due July8, 2031 (the “6-year Notes”) and an aggregate principal amount of $1,000,000,000 of senior callablefixed-to-fixedreset rate notes due July8,2036 (the “11-year Notes” and, together with the 6-year Notes, the“Fixed-to-FixedReset Rate Notes”). The 6-year Notes will bear interest (i)from (and including) July8, 2025 to (but excluding) July8, 2030 (the “6-year Notes Reset Date”), at the fixed rate of 4.711% per annum, payable semi-annually in arrearson January8 and July8 of each year, with the first interest payment to be made on January8, 2026, and (ii)from (and including) the6-yearNotes Reset Date to (but excluding) the maturity date, at a fixed per annumrate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the 6-year Notes Reset Determination Date (as defined below) as described under“Description of theNotes—Fixed-to-FixedReset Rate Notes—Determination of the U.S. Treasury Rate,” plus 0.92%, payable semi-annually in arrears on January8, 2031 and July8, 2031. The6-yearNotes willmature on July8, 2031. The 11-year Notes will bear interest (i)from (and including) July8, 2025 to (but excluding) July8, 2035 (the “11-year Notes Reset Date”), at the fixed rate of 5.323% per annum, payable semi-annually in arrearson January8 and July8 of each year, with the first interest payment to be made on January8, 2026, and (ii)from (and including) the 11-year Notes Reset Date to (but excluding) the maturity date, at a fixed per annumrate equal to the applicable U.S. Treasury Rate as determined by the Calculation Agent on the 11-year Notes Reset Determination Date (as defined below) as described under “Description of theNotes—Fixed-to-FixedReset Rate Notes—Determination of the U.S. Treasury Rate,” plus 1.07%, payable semi-annually in arrears on January8, 2036 and July8, 2036. The 11-year Notes will mature on July8, 2036. Mizuho Financial Group will also issue an aggregate principal amount of $750,000,000 of senior callable floating rate notes due July8, 2031 (the “Floating Rate Notes” and, together with theFixed-to-FixedReset Rate Notes, the “Notes”). The Floating Rate Notes will bear interest commencing July8, 2025 at a floating per annum rate equal to Compounded Daily SOFR (as defined below), plus 1.25%, determined asdescribed under “Description of the Notes—Floating Rate Notes,” payable quarterly in arrears on January8, April8, July8 and October8 of each year, beginning on October8, 2025, subject to adjustments. TheFloating Rate Notes will mature on July8, 2031. Mizuho Financial Group may redeem, at its option, each series of the Notes, in whole, but not in part, on the date that is one year prior to the maturity date of such series of Notes, at the applicable redemptionprice, subject to certain conditions. See “Description of Notes—Optional Redemption.” In addition, Mizuho Financial Group may at its option redeem the Notes of each series, in whole, but not in part, upon theoccurrence of certain changes in Japanese tax law, subject to certain conditions. See “Description of the Notes—Optional Tax Redemption.” Each series of the Notes will not be subject to any sinking fund. The Noteswill be represented by one or more global notes deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company (“DTC”), as depositary. Beneficial interests in the Notes will beshown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including Euroclear Bank SA/NV (“Euroclear”), and Clearstream Banking S.A.(“Clearstream”). The Notes will be issued only in registered form in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. The net proceeds from the issuance and sale of each series of the Notes will be used to make a loan to Mizuho Bank (as defined below), which intends to utilize such funds for its general corporate purposes.See“Use of Proceeds.” Each series of the Notes is intended to qualify as external total loss-absorbing capacity (“TLAC”) debt under the Japanese TLAC Standard (as defined below). The Notes will be Mizuho Financial Group’s direct,unconditional, unsubordinated and unsecured obligations and rank pari passu and without preference among themselves and with all other unsecured obligations, other than subordinated obligations of Mizuho FinancialGroup (except for statutorily preferred exceptions) from time to time outstand