瑞穗金融美股招股说明书(2026-02-05版)

U.S.$U.S.$ 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 anaggregate principal amount of $of senior callable fixed-to-fixed reset rate notes due May, 2032 (the “6-year Notes”) and an aggregate principal amount of $of seniorcallable fixed-to-fixed reset rate notes due May, 2037 (the “11-year Notes” and, together with the 6-year Notes, the “Fixed-to-Fixed Reset Rate Notes”). The 6-year Notes will bear interest (i)from (and including) February, 2026 to (but excluding) May, 2031 (the “6-year Notes Reset Date”), at the fixed rate of% perannum, payable semi-annually in arrears on Mayand Novemberof each year, with the first interest payment to be made on May, 2026 (there will therefore be a short firstcoupon on the 6-year Notes), and (ii)from (and including) the 6-year Notes Reset Date to (but excluding) the maturity date, at a fixed per annum rate equal to the applicable U.S.Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the 6-year Notes Reset Determination Date (as defined below) as described under“Description of the Notes—Fixed-to-Fixed Reset Rate Notes—Determination of the U.S. Treasury Rate,” plus%, payable semi-annually in arrears on November, 2031 andMay, 2032. The 6-year Notes will mature on May, 2032. The 11-year Notes will bear interest (i)from (and including) February, 2026 to (but excluding) May, 2036 (the “11-year Notes Reset Date”), at the fixed rate of% perannum, payable semi-annually in arrears on Mayand Novemberof each year, with the first interest payment to be made on May, 2026 (there will therefore be a short firstcoupon on the 11-year Notes), and (ii)from (and including) the 11-year Notes Reset Date to (but excluding) the maturity date, at a fixed per annum rate 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 the Notes—Fixed-to-FixedReset Rate Notes—Determination of the U.S. Treasury Rate,” plus%, payable semi-annually in arrears on November, 2036 and May, 2037. The 11-year Notes will matureon May, 2037.Mizuho Financial Group will also issue an aggregate principal amount of $of senior callable floating rate notes due May, 2032 (the “Floating Rate Notes” and, together with the Fixed-to-Fixed Reset Rate Notes, the “Notes”). The Floating Rate Notes will bear interest commencing February, 2026 at a floating per annum rate equal to CompoundedDaily SOFR (as defined below), plus%, determined as described under “Description of the Notes—Floating Rate Notes,” payable quarterly in arrears on February, May,Augustand Novemberof each year, beginning on May, 2026, subject to adjustments. The Floating Rate Notes will mature on May, 2032.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 redemption price, subject to certain conditions. See “Description of the Notes—Optional Redemption.” In addition, Mizuho Financial Group may at its option redeemthe Notes of each series, in whole, but not in part, upon the occurrence of certain changes in Japanese tax law, subject to certain conditions. See “Description of the Notes—OptionalTax Redemption.” Each series of the Notes will not be subject to any sinking fund. The Notes will be represented by one or more global notes deposited with a custodian for andregistered in the name of a nominee of The Depository Trust Company (“DTC”), as depositary. Beneficial interests in the Notes will be shown on, and transfers thereof will be effectedonly through, records maintained by DTC and its direct and indirect participants, including Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). TheNotes 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 itsgeneral 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 beMizuho Financial Group’s direct, unconditional, unsubordinated and unsecured obligations and rankpari passuand without preference among themselves and with all other unsecuredobligations, other than subordinated obligations of Mizuho Financial Group (except for statutorily preferred exceptions) from time to time outstanding. See also “Risk Factors—RisksRelating to the Notes—The Notes will be structurally subordinated to the liabilities of our subsidiaries, including Mizuho Bank and Mizuh